Collaboration.Ai

MASTER LICENSE AGREEMENT

This Master License Agreement is entered into between Collaboration.Ai, LLC (“Collaboration.Ai”) and the customer identified in the applicable Order Form (“Customer”). From time to time, one or more Affiliates of Collaboration.Ai may be identified as the provider of the Products in an Order Form. With respect to any such Order Form, the applicable Collaboration.Ai Affiliates are hereby made a direct party to this Agreement for purposes of that Order Form, and references in this Agreement to “Collaboration.Ai” shall be deemed to include the applicable Collaboration.Ai Affiliate for all purposes related to that Order Form. Capitalized terms have the meaning set forth in Section 13 below.

By executing an Order Form, or indicating acceptance of this Agreement via click through, electronic signature or other electronic means offered by Collaboration.Ai, each party (including any Collaboration.Ai Affiliate identified in that Order Form) agrees to be bound by this Agreement with respect to the Products and other obligations described in that Order Form.

For clarity, if Customer is an agency of the U.S. Government, nothing contained in this Agreement shall be construed in derogation of any rights of such Customer under applicable law.

License to Collaboration.Ai Products.

1. Platform Services. During the Subscription Term, Collaboration.Ai hereby grants Customer the non-exclusive, non-transferable right and license to access and use the Platform Services for Customer’s internal business purposes, in accordance with this Agreement, the applicable Order Form and the Documentation. Platform Services may be provided, in whole or in part, by Collaboration.Ai or any of its wholly owned Affiliates, provided that Collaboration.Ai remains responsible for the performance of this Agreement. 
2. Additional Licenses. If, as part of the Platform Services, Collaboration.Ai provides any Software Components to Customer for download, installation and execution on Customer’s networks and systems, Collaboration.Ai hereby grants Customer a limited, non-exclusive, non-sublicensable right to install and use such Software Components solely in connection with Customer’s use of the Platform Services.  Collaboration.Ai further grants Customer a limited, non-exclusive, non-sublicensable right to use and make a limited number of copies of the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the Platform Services.
3. AI Features. The Platform Services use and implement AI Features as described in the applicable Documentation. By using the Platform Services, Customer consents to the use of such AI Features. The terms and conditions set forth in Addendum 1 (AI & Data Use) apply with respect to Customer’s use of AI Features. 
4. Restrictions. Customer shall not: (a) reverse engineer, reconstruct, decompile Platform Services or Data Packs, or attempt to derive the source code of the Platform Services; (b) copy, modify, or create derivative works of the Platform Services; (c) use the Platform Services to build or train a competing product or service; (d) sell, rent, lease, sublicense, or otherwise permit any third party (other than authorized Users) to access the Platform Services; (e) circumvent or attempt to circumvent any technical or usage limitations of the Platform Services; (f) use the Platform Services for any High-Risk Use unless expressly authorized in an Order Form and subject to any additional safeguards specified therein; or (g) use outputs derived from Data Packs to recreate or compete with the underlying datasets or intelligence layers.
5. Customer Responsibility. Customer is responsible for all use of the Platform Services under its accounts and for all acts and omissions of its Users, including employees, contractors, and any external users it authorizes to access the Platform Services, and for ensuring that all such users comply with this Agreement and the Documentation. All Users must comply with Collaboration.Ai’s then-current acceptable use policy, documentation and similar user requirements for the Platform Services. Customer agrees that any and all outcomes of AI Agents operating on Integration sourced data whether based on Customer provided access and configuration or not are the responsibility of Customer. All outcomes associated therewith must be carefully reviewed by Customer.
6. Updates. Collaboration.Ai may update, modify, or enhance the Platform Services during the Subscription Term, provided that no such update shall materially reduce the features or functionality available to Customer as of the Effective Date. Notwithstanding the foregoing, Collaboration.Ai may, in its sole discretion, make Beta Features and/or Experimental Features available to Customer and Collaboration.Ai reserves the right to modify and/or discontinue the Beta Features and/or Experimental Features at any time in its sole discretion. 
7. Integrations. Collaboration.Ai shall not be responsible or liable to Customer for the availability, performance, security, accuracy, and/or data integrity of systems related to Integrations.
8. White-Label Platform Services. Certain Platform Services may provide Customer with the ability to “white-label” the Platform Services and make the features and functionality of the Platform Services available to Customer’s Users as part of Customer’s own products and services. For clarity, Customer will be responsible for its Users and must provide the Platform Services to its Users under an industry-standard end user agreement (e.g., terms of service, privacy policies, acceptable use policies and similar terms) containing terms and conditions at least as protective of Collaboration.Ai’s rights as the terms and conditions of this Agreement (including, but not limited to, the intellectual property, AI Features, and data privacy and security provisions set forth in Section 3) (“End User Terms”). Customer’s End User Terms must be compliant with all applicable laws, including those pertaining to data protection, export control and similar requirements.

Services.

1. Support Services. During the Subscription Term, Collaboration.Ai will provide Support Services for the Platform Services as set forth in Addendum 2 (Support & SLA) and the applicable Order Form. 
2. Additional Services. Collaboration.Ai will provide Additional Services if purchased, with the scope, deliverables, timeline, and fees described in the applicable Order Form. Any material change to the scope, timeline, or fees must be agreed upon in a written change order executed by both parties. Customer shall provide reasonable and timely access to its systems, personnel, and information as necessary for Collaboration.Ai to perform the Additional Services, and Collaboration.Ai shall not be liable for any delay or failure to deliver to the extent caused by Customer’s failure to do so. Collaboration.Ai warrants that Additional Services will be performed in a professional and workmanlike manner, and Customer’s sole remedy for breach of this warranty is re-performance or a refund of fees paid for the nonconforming portion. For clarity, if Customer is an agency of the U.S. Government or if the Order Form is a federal contract or higher-tier subcontract, this Section 2.2 will not supersede any applicable data rights provisions in the applicable Order Form or otherwise under applicable law. 

Customer Data and Privacy.

1. Ownership. As between the parties, Customer retains all rights, title and interest in and to Customer Data, Inputs, and (to the extent permitted under applicable law) Outputs (including those generated by AI Agents and Agentic Processes). For clarity, Customer Data does not include Usage Data or Aggregated Data. Nothing in this Agreement limits Collaboration.Ai’s rights in Usage Data or Aggregated Data as set forth herein.
2. Use of Data. Collaboration.Ai may use Usage Data and Aggregated Data (including cross-customer usage patterns and trends) for analytics, security, reporting, benchmarking, and product improvement, during and after the Subscription Term, provided such use does not identify Customer or its Users and does not involve any attempt to reidentify Customer Data.
3. AI Agents. AI Agents and Agentic Processes may operate autonomously to generate Outputs. Use of Customer Data, Inputs, and Outputs in connection with AI Agents and Agentic Processes is further governed by Addendum 1 (AI & Data Use). Collaboration.Ai will not use Customer Data, Inputs, or Outputs to train foundation models without Customer’s written consent or as permitted in the AI & Data Use Addendum.
4. Human Review. Customer acknowledges and agrees that Outputs may be incomplete, inaccurate, or otherwise unsuitable as the sole basis for decisions. Customer acknowledges and agrees that it is solely responsible for independently reviewing, validating, and verifying any results, recommendations, or other Outputs before relying on them or taking any action based on such Outputs.
5. Data Protection. Collaboration.Ai implements and will maintain commercially reasonable technical, administrative and physical safeguards designed to protect the safety, security and integrity of Platform Services, as well as the Customer Data. Collaboration.Ai will process personal data included in the Customer Data in accordance with the Collaboration.Ai Privacy Policy available at collaboration.ai/privacy-policy. If Customer determines that its use of the Platform Services requires the parties to enter into a data processing addendum or similar data protection agreement (a “DPA”), the parties will enter into Collaboration.Ai’s standard DPA, a copy of which is available upon request. If Customer is an agency of the U.S. Government or if the Order Form is a federal contract or higher-tier subcontract, in lieu of this Section 3.5, applicable data security and privacy requirements will be determined by the applicable terms in the Order Form. 

Intellectual Property.

1. Collaboration.Ai IP. As between the parties, Collaboration.Ai and its licensors own all rights, title, and interest in and to the Products (including, but not limited to, the Platform Services and Data Packs, and all related technology, including AI Agents, Templates, Agentic Processes, Usage Data, Aggregated Data, Deliverables and Documentation), together with all improvements and derivative works thereof. Other than the limited rights expressly granted in this Agreement and any Order Form, no rights are granted to Customer.
2. Customer IP and Outputs. As between the parties, Customer owns all rights, title, and interest, in Customer Data, Inputs, and (to the extent permitted under applicable law) Outputs. To the extent Collaboration.Ai has or acquires any right, title, or interest in any Outputs, and subject to any applicable Model Provider terms, Collaboration.Ai grants Customer a perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, display, distribute, and create derivative works of such Outputs for Customer’s internal business.
3. Use of AI Agents for Competition. Customer shall not use AI Agents or Agentic Processes to design, train, or develop a product or service that competes with the Platform Services.
4. Feedback. Customer may provide Feedback to Collaboration.Ai. Collaboration.Ai may use Feedback for any purpose without restriction or obligation to Customer, and Feedback will not be deemed Customer’s Confidential Information.

Fees and Payment.

1. Fees. Fees for the Products will be set forth in the applicable Order Form. Except as expressly stated in this Agreement or an Order Form, all fees are non-cancelable and non-refundable. 
2. Payment Terms. Unless otherwise specified in the Order Form, Collaboration.Ai will invoice fees in advance and Customer will pay all undisputed amounts Net 30. Any undisputed amounts not paid when due may accrue interest at the rate of 1.5%/month (or the maximum rate permitted by law, if lower), calculated from the due date until paid. Fees exclude all use and other similar taxes. Applicable state taxes will be applied to invoices. This Section 5.2 will not apply if Customer is an agency of the U.S. Government.
3. Price Indexation. Unless otherwise agreed in the applicable Order Form, the fees for any Renewal Term may be increased in accordance with the annual price indexation mechanism set forth in the applicable Order Form. The parties agree that such indexation, as specified in the Order Form, forms part of the pricing under this Agreement and is hereby incorporated by reference. This Section 5.3 will not apply if Customer is an agency of the U.S. Government.
4. Usage Limits and Overage. Customer’s use of the Platform Services is subject to the Usage Limits specified in the applicable Order Form. If Customer exceeds the applicable Usage Limits, Collaboration.Ai may: (a) charge overage fees at the rates set forth in the Order Form; (b) temporarily throttle or limit usage to enforce the Usage Limits; and/or (c) require Customer to upgrade to a higher tier or increased Usage Limits for continued use at the exceeded levels. Collaboration.Ai will provide reasonable notice before implementing any upgrade requirement. 
5. Audit Rights. During the Subscription Term and for twelve (12) months thereafter, Collaboration.Ai may, no more than once in any twelve (12) month period and upon at least thirty (30) days’ prior written notice, conduct (or have a reputable independent auditor conduct) a reasonable audit of Customer’s records and systems solely to verify: (a) Customer’s compliance with applicable Usage Limits; (b) Customer’s compliance with this Agreement and the Documentation; or (c) a suspected material breach of this Agreement by Customer. Any such audit will be conducted during normal business hours, in a manner that does not unreasonably interfere with Customer’s operations, and will be subject to Customer’s reasonable confidentiality and security requirements. Collaboration.Ai will ensure that its auditors are bound by confidentiality obligations no less protective than those in this Agreement.
6. Suspension. Collaboration.Ai may suspend Customer’s or any User’s access to the Platform Services, in whole or in part, immediately upon notice if: (a) any undisputed fees are more than ten (10) days past due; (b) Customer is in material breach of this Agreement or an applicable Order Form; or (c) Collaboration.Ai reasonably determines that Customer’s or a User’s use of the Platform Services poses a security risk to the Platform Services, Collaboration.Ai’s systems, or any third party. Collaboration.Ai will restore access promptly after the underlying issue is cured. Any suspension under this Section 5.6 will not relieve Customer of its payment obligations.

Term and Termination.

1. Term of Agreement. This Agreement will commence on the Order Form Effective Date and will continue in effect until terminated in accordance with this Section 6. 
2. Subscription Terms. Each Order Form will specify the Subscription Term for the Platform Services and/or any other Products under that Order Form. Unless otherwise indicated in an Order Form, each Subscription Term will automatically renew for successive periods of twelve (12) months (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least six (6) months before the end of the then-current Subscription Term. If Customer fails to provide timely notice, the Subscription Term will automatically renew for an additional twelve (12) months in accordance with the applicable renewal terms set forth in the Order Form.
3. Termination for Convenience. Either party may terminate this Agreement (and all then-current Subscription Terms) for convenience upon at least six (6) months  prior written notice, provided that such termination will be effective only as of the end of the then-current Subscription Term identified in the applicable Order Form(s), and Customer will remain responsible for all fees due for the entirety of such Subscription Term. For clarity, this Section 6.3 does not limit either party’s rights to terminate for cause under Section 6.4.
4. Termination for Cause. Either party may terminate this Agreement or any affected Order Form for cause upon written notice if the other party: (a) materially breaches this Agreement or such Order Form and fails to cure the breach within thirty (30) days after receiving written notice describing the breach; or (b) becomes insolvent, is subject to any bankruptcy or similar proceeding that is not dismissed within ninety (90) days, or ceases to conduct business in the ordinary course. Termination for cause may also be exercised where continued performance would violate applicable law or trade sanctions.
5. U.S. Government Customers. To the extent Customer is an agency of the U.S. Government, nothing in this Section 6 shall be construed to conflict with any term or termination provisions included in the applicable Order Form.
6. Effect of Termination. Upon expiration or termination of an Order Form or this Agreement: (a) Customer will immediately cease all access to and use of the Platform Services under the applicable Order Forms; (b) Collaboration.Ai will retain Customer Data for a period of at least 30 days and, if requested by Customer, enable the download or export of Customer Data in a commercially standard file format, and (c) Collaboration.Ai will thereafter retain and delete Customer Data in accordance with its standard IT practices and internal compliance processes (or, where Customer is an agency of the U.S. Government, in accordance with applicable law). Termination of a single Order Form will not by itself terminate this Agreement or any other Order Form, unless expressly stated in the notice of termination or agreed by the parties.
7. Confidentiality. Each party will use the same degree of care it uses to protect its own similar confidential information (but no less than reasonable care) to protect the other party’s Confidential Information and will use such Confidential Information only to perform its obligations or exercise its rights under this Agreement. Each party may disclose the other party’s Confidential Information only to its employees, contractors, and advisors who need to know it for such purposes and who are bound by confidentiality obligations no less protective than those in this Agreement. Where Customer is an agency of the U.S. Government, nothing in this Section 7 shall be construed to conflict with Customer’s (or any User’s) obligations under the Freedom of Information Act (5 U.S.C. § 552).

Warranties and Disclaimers

1. Each party represents and warrants that it has authority to enter this Agreement and to perform its obligations hereunder. 
2. Collaboration.Ai warrants that, during the applicable Subscription Term, the Platform Services will perform in all material respects in accordance with the Documentation. Customer’s exclusive remedy for a breach of this warranty will be for Collaboration.Ai to use commercially reasonable efforts to correct the nonconformity, or if Collaboration.Ai is unable to do so, for Customer to exercise any express termination and credit/right-to-refund remedies set out in this Agreement or the applicable Order Form. For the avoidance of doubt, the warranties set forth herein shall not apply to (i) Beta Features and Experimental Features including the AI Agents and agent workflows associated therewith, and (ii) Integrations. 
3. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT AND ANY SERVICE-LEVEL OR SUPPORT COMMITMENTS EXPRESSLY SET OUT IN AN APPLICABLE ADDENDUM, THE PLATFORM SERVICES, ADDITIONAL SERVICES AND ALL OTHER Collaboration.Ai PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Collaboration.Ai AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Indemnification.

1. By Collaboration.Ai. Collaboration.Ai will defend Customer against any third-party claim alleging that Customer’s authorized use of the Platform Services (excluding Beta Features and Experimental Features, and the AI agents and agentic workflows associated therewith) infringes a valid intellectual property right of such third party and will pay any final damages and costs awarded against Customer (or any settlement amounts approved by Collaboration.Ai) arising out of such claim. Collaboration.Ai will have no obligation under this Section 9.1 to the extent the claim arises from: (a) Customer Data, Inputs, or Outputs; (b) a combination of the Platform Services with products, services, data, or business processes not provided by Collaboration.Ai; (c) Customer’s misuse of the Platform Services or use in violation of this Agreement or the Documentation; or (d) Customer’s failure to use updates or modifications provided by Collaboration.Ai that would have avoided the claim. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. Government pursuant to its jurisdictional statute, 28 U.S.C. § 516.
2. By Customer. Customer will defend Collaboration.Ai against any third-party claim arising from or relating to (a) Customer Data, Inputs, or Outputs; (b) Customer’s use of the Platform Services in violation of this Agreement, the Documentation, or applicable law; or (c) any product or service offered by Customer that uses or relies on the Platform Services, including Customer’s breach of Section 1.8, and will pay any final damages and costs awarded against Collaboration.Ai (or any settlement amounts approved by Customer) arising out of such claim. This Section 9.2 shall not apply to the extent Customer is an agency of the U.S. Government.
3. Conditions. Each party’s obligations under this Section 9 are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement releasing the indemnified party from liability or imposing obligations on the indemnified party requires its prior written consent, not unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying party’s expense.

Limitation of Liability.

1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Cap on Direct Damages. EXCEPT FOR THE EXCLUSIONS SET OUT IN SECTION 10.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COLLABORATION.AI UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. Specified Higher Cap. The foregoing cap will not apply to: (a) a party’s indemnification obligations under Section 9; (b) a breach of Section 3.5 (Data Protection) or Section 7 (Confidentiality); or (c) a party’s willful misconduct. For such claims, each party’s aggregate liability will be limited to two (2) times the amount described in Section 10.2.
4. U.S. Government Customers. This Section 10 shall not apply to the extent Customer is an agency of the U.S. Government.

Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or hosting providers, or government action.

General.

1. Governing Law. This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. This Section 12.1 shall not apply to the extent Customer is an agency of the U.S. Government. 
2. Notices. All notices under this Agreement must be in writing and will be deemed given when sent by email (with confirmation of delivery) or by certified or registered mail, return receipt requested, to the addresses specified in the applicable Order Form (or such other address a party designates in writing).
3. Export Control and Sanctions. Each party will comply with all applicable export control, trade, and economic sanctions laws and regulations. Customer represents that it, its Affiliates, and its authorized Users are not: (a) located in a country or territory that is the subject of comprehensive U.S., U.K., or EU sanctions; or (b) listed on any applicable sanctions- or denied-party list. Customer will not permit access to or use of the Products in violation of such laws or by any prohibited person or entity. Collaboration.Ai may immediately suspend or terminate access to the Products where continued performance would violate applicable export control or sanctions laws.
4. Entire Agreement. This Agreement, together with all Order Forms and incorporated addenda, constitutes the entire agreement between the parties regarding the Products and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, on that subject. Customer may issue purchase orders or other procurement documents for its internal administrative purposes only. Unless expressly agreed in a writing signed by both parties that specifically references this Section 12.4, any terms or conditions in such documents that are in addition to or conflict with this Agreement, any Order Form, or applicable addenda will have no force or effect. In the event of any conflict, this Agreement, the applicable Order Form, and incorporated addenda will prevail over any purchase order or similar document.
5. Assignment. To the extent permitted under applicable law, either party may assign this Agreement, without the other party’s consent, to any Affiliate that is under its direct or indirect majority ownership or control, provided that the assigning party remains responsible for performance prior to the effective date of assignment. 
6. Publicity. Collaboration.Ai may use Customer’s name and logo in its customer lists, websites, and customary marketing materials to identify Customer as a customer of Collaboration.Ai, subject to any reasonable brand-usage guidelines provided by Customer. Customer may withdraw this permission at any time upon written notice, in which case Collaboration.Ai will cease any new use of Customer’s name and logo as soon as reasonably practicable; however, materials created prior to withdrawal may continue to be used until exhausted or replaced in the ordinary course.
7. U.S. Government Rights. The Products (including the Platform Services, any Software Components, and the Documentation) are “commercial products” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and commercial “computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer only receives those rights with respect to the Products as are granted to all other users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government licensees and their contractors. Further, if Customer is an agency of the U.S. Government, nothing in this Agreement shall be construed as a waiver of the Customer’s sovereign immunity or any other immunity provided by law.

Definitions.

1.      Additional Services means implementation, training, or consulting provided under an Order Form or separate statement of work.
2. Agreement means, collectively, this Master License Agreement, all Order Forms, and any addenda or similar ancillary documentation entered into hereunder. 
3. Affiliate means an entity that controls, is controlled by, or is under common control with a party. 
4. Aggregated Data means data or information derived from or combined with Customer Data, Usage Data, or other data, in de-identified form and combined with data relating to other customers or sources, such that Customer and any individual are not reasonably identifiable and cannot be re-identified using reasonable efforts. Aggregated Data may include statistical, trend, benchmark, or usage analyses across multiple customers.
5. AI Features means artificial intelligence and machine learning technologies, including algorithms, toolsets, generative capabilities, language models, predictive analytic features, and similar technologies, including AI Agents and Agentic Processes. 
6. AI Agent means a software process, component, or module within the Platform Services that operates autonomously or semi-autonomously to perform defined tasks (e.g., retrieving data, generating content, enriching entities, or executing workflows).
7. Agentic Process means a workflow or set of tasks executed by one or more AI Agents, including chaining prompts, queries, or services together to achieve an outcome.
8. Beta Features means features, functionality, AI agents, or workflows identified as beta, preview, early access, or similar designation, which are made available for evaluation or limited use and are not intended for production use.
9. Templates means any prompts, system messages, templates, default configurations, or other model instructions that are created or provided by Collaboration.Ai and made available within the Platform Services, but excluding Inputs.
10. Confidential Information means non-public business, technical, or financial information disclosed under this Agreement, excluding information that is public, rightfully obtained, or independently developed.
11. Customer Data means all data, content, files, or information submitted to or collected by the Platform Services from or on behalf of Customer, including any personal data contained therein.
12. Data Packs means curated, structured, and versioned datasets, enrichment layers, intelligence libraries, taxonomies, schemas, mappings, reference data, and associated metadata made available by Collaboration.Ai as part of the Platform Services, including any underlying normalization logic, enrichment processes, provenance metadata, update mechanisms, and derived intelligence, whether sourced from public data, licensed third-party data, or proprietary inputs. Data Packs are provided as an integrated component of the Platform Services to enhance discovery, analysis, matching, and reasoning and do not constitute Customer Data.
13. Deliverables means reports, analyses, or work products provided in connection with Additional Services.
14. Documentation means the then-current published technical and user documentation for the Platform Services.
15. Experimental Features means features, functionality, agents, workflows, or capabilities identified as experimental, research, prototype, or similar designation, which may be incomplete, subject to material change, or discontinued at any time.
16. Feedback means ideas, suggestions, or improvements Customer provides to Collaboration.Ai.
17. High-Risk Use means use where errors could reasonably result in death, personal injury, or significant harm (e.g., medical devices, combat systems, critical infrastructure).
18. Integrations means connectors, interfaces, application programming interfaces, authentication mechanisms, data pipelines, synchronization processes, or other technical means by which the Platform Services interoperate with, access, ingest data from, or transmit data to third-party systems or Customer-supplied systems designated, configured, or authorized by Customer, including without limitation customer relationship management systems, email and messaging services, collaboration tools, document repositories, identity providers, or other external applications or data sources not operated or controlled by Collaboration.Ai.
19. Input means prompts, inputs and other content submitted or provided by Customer into any AI Features included in the Platform Services.
20. Model Provider means a third-party large language model (LLM), or AI service provider used in the Platform Services.
21. Order Form means an order form, award documentation or similar procurement documentation referencing this Agreement and executed by the parties specifying the particular Products, term, fees, and any additional terms. For clarity, the parties may enter into one or more Order Forms under this Agreement. 
22. Order Form Effective Date means the effective date of an applicable Order Form, as stated in that Order Form, from which the parties’ commercial commitments under such Order Form commence.
23. Output means content generated by the Platform Services for Customer in response to Input, including outputs from AI Agents or Agentic Processes.
24. Products means, collectively, the Platform Services, Support Services, Additional Services and any other products and services of Collaboration.Ai as identified and described in an Order Form.
25. Platform Services means Collaboration.Ai’s hosted software platforms along with AI Agents, Agentic Processes, Software Components (if any), each as identified and described in an Order Form.
26. Software Components means proprietary software components, tools, scripts and/or server-side technology for download and installation on Customer’s networks and systems (if any).
27. Subscription Term means the initial subscription period for the applicable Platform Services and/or any other Products, and any renewal periods, as specified in an Order Form, during which Customer is entitled to access and use the Platform Services and/or other Products under that Order Form.
28. Support Services means maintenance and support services for the Platform Services (including service level agreements) as set forth in Addendum 2 (Support & SLA).
29. Usage Limits means the quantitative limits on Customer’s use of the Platform Services, as set forth in an Order Form.
30. Usage Data means telemetry, logs, and operational data generated by the Platform Services, used for delivering, securing, and improving the Platform Services.
31. User means an individual authorized by Customer to access or use the Platform Services, as represented within the Platform Services by a unique user record created by Customer. Each such user record constitutes a separate User regardless of whether multiple user records correspond to the same individual. A User will be deemed to exist for so long as the associated user record remains within the Platform Services and has not been permanently deleted or anonymized. For clarity, a User may be either (a) an individual employee, service provider or similar representative of Customer or (b) an external third party user invited to use the Platform Services by Customer on Customer’s behalf or otherwise in furtherance of Customer’s business purposes. 

ADDENDUM 1

AI & DATA USE

• Use of Data for Model Training.

• • No Training by Default. Collaboration.Ai will not use Customer Data, Inputs, or Outputs to train, retrain, or fine-tune foundation models by default.

• • Optional Opt-In. Customer may elect in writing to opt-in for Customer Data to be used for Customer-specific fine-tuning or training of a dedicated model. Any such model will be logically isolated from other customers and not used for any third party.

• • Usage Data. Collaboration.Ai may use Usage Data, de-identified data, and Aggregated Data to maintain, secure, and improve the Platform Services, provided such use does not identify Customer or its Users in accordance with the Agreement.  

• Model Providers & Subprocessors; Third-Party AI Tools. The Platform Services may incorporate Model Providers or third-party AI services to deliver functionality. A current list of subprocessors, including Model Providers, is as follows: (i) Amazon, (ii) OpenAI, (iii) Google, and (iv) Anthropic. Depending on the Product, Customer may choose a specific Model Provider and provide their own Model Provider credentials.

• High-Risk Use Restrictions; Prohibited Uses. Customer shall not use the Platform Services, AI Agents, or Agentic Processes for High-Risk Use (including, but not limited to safety-critical systems, medical diagnostics, or autonomous weapons) without: (a) express written approval in an Order Form, and (b) documented safeguards, including human-in-the-loop review.

• Human Review and Accuracy.

• • No Guarantee of Accuracy. Customer acknowledges that AI features may generate incomplete, incorrect, or misleading Outputs.

• • Customer Responsibility. Customer is responsible for reviewing Outputs before relying on them and for implementing human oversight of decisions influenced by AI Agents or Agentic Processes. Customer agrees that any and all outcomes of AI Agents operating on Integration sourced data whether based on Customer provided access and configuration or not are the responsibility of Customer. All outcomes associated therewith must be carefully reviewed by Customer. Outputs may not be unique to Customer. 

• • Disclaimer. THE OUTPUTS MAY NOT ALWAYS BE ACCURATE. CUSTOMER SHOULD NOT RELY ON SUCH OUTPUTS FROM OUR PLATFORM SERVICES OR ANY OTHER Collaboration.Ai PRODUCTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. IT IS CUSTOMER’S RESPONSIBILITY TO EVALUATE THE OUTPUTS FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE, INCLUDING USING HUMAN REVIEW AS APPROPRIATE, BEFORE USING, MODIFYING, OR OTHERWISE RELEASING SUCH OUTPUTS FROM THE PLATFORM SERVICES OR AI FEATURES. THE INFORMATION PROVIDED BY THE AI FEATURES OR ON THE PLATFORM SERVICES IS FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE. NO FIDUCIARY RELATIONSHIP OF ANY KIND IS CREATED BY USING THE PLATFORM SERVICES OR THE AI FEATURES. CUSTOMER SHOULD CONSULT A QUALIFIED PROFESSIONAL FOR ADVICE SPECIFIC TO CUSTOMER’S SITUATION. 

• Sensitive Data.

• • Restricted Data Types. Unless expressly permitted in an Order Form, Customer shall not intentionally submit the following to the Platform Services: protected health information (PHI), payment card data (PCI), export-controlled data, classified information, high-risk personal data or other highly regulated data.

• • Customer Controls. Where sensitive data handling is authorized, the parties will document applicable security, compliance, and residency requirements in the Order Form.

• Derivative Learning. Collaboration.Ai may use de-identified or Aggregated patterns (e.g., common error types, usage statistics, prompt categories) to improve service functionality, provided such data cannot reasonably identify Customer or any individual.

ADDENDUM 2

SUPPORT & SERVICE LEVEL AGREEMENT 

• Service Availability.
  • Uptime Commitment. Subject to the terms and conditions of the Agreement, Collaboration.Ai will use commercially reasonable efforts to make the Platform Services identified on the applicable Order Form available (i.e., accessible and usable) 99.5% of the time per year (“Annual Uptime Percentage”).
  • Exclusions. The Annual Uptime Percentage does not include downtime that occurs in whole or in part due to any: (a) planned maintenance (for which Collaboration.Ai will use commercially reasonable efforts to provide at least seventy-two (72) hours’ advance notice); (b) emergency maintenance required to protect security or integrity of the Platform Services; (c) Customer’s and/or its Users’ equipment, software, and/or network; (d) force majeure events; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Collaboration.Ai pursuant to the Agreement; (f) disabling, suspension, or termination of the Platform Services pursuant to Sections 5.6 and 6; (g) Customer’s or its Users’ misuse or non-conformance with Agreement and/or Documentation; and/or (h) Integrations. For the avoidance of doubt, Beta Features and Experimental Features including the AI Agents and agent workflows are excluded from this Addendum 2.
• Service Credits.

• • Credit Schedule. For the avoidance of doubt, all downtime shall be determined in Collaboration.Ai’s sole discretion utilizing its monitoring systems. In the event the Annual Uptime Percentage falls below ninety-nine and a half percent (99.5%) (“Service Level Failure”), Customer may request a service credit, calculated as a percentage of the total monthly Fees for the month during which the Annual Uptime Percentage was below ninety-nine and a half percent (99.5%) as outlined below (“Service Credit”): 

• • Claims. Customer must request Service Credits in writing within thirty (30) days of the Service Level Failure to successfully make a claim. For the avoidance of doubt, in no event will the Service Credits exceed one hundred percent (100%) of total Fees paid and payable by Customer to Collaboration.Ai had no Service Level Failure occurred. Any Service Credit payable to Customer in accordance with this Addendum 2 will be provided as a separate credit to Customer’s account within thirty (30) days of the Customer’s written request.
  • Sole Remedy. Service Credits are Customer’s sole and exclusive remedy for Collaboration.Ai’s failure to meet the Annual Uptime Percentage.
• Scheduled Maintenance. Collaboration.Ai will use commercially reasonable efforts to (i) schedule maintenance windows, generally outside normal business hours, and (ii) provide Customer notice at least seventy-two (72) hours in advance, except for urgent patches. Unavailability of the Platform Services due to maintenance shall be an exception as contemplated in Section 1.2 of this Addendum 2.

• Incident Response.

• • Severity Levels & Targets. Collaboration.Ai will respond to incidents according to the severity levels specified below, which shall be solely designated by Collaboration.Ai:

• • Escalation. Issues unresolved within the resolution target will be escalated to Collaboration.Ai’s senior engineering and product leadership.
• Recovery Objectives.
• • Recovery Time Objective (RTO): 24 hours
  • Recovery Point Objective (RPO): 4 hours

• Support.

• • Standard Support. The Platform Services subscription includes standard support, which shall include: support during normal business hours, portal and email ticketing, and twenty-four (24) hours × seven (7) days a week support for Sev 1 and Sev 2 issues (as described in Section 4 in this Addendum 2). Normal business hours shall mean (i) for North America, Monday through Friday, 9AM–5PM CT excluding all federal and bank holidays, and (ii) for European Union, Monday through Friday, 9AM to 5PM CET excluding all federal and bank holidays.

• • Premium Support (if listed in Order Form). Customer may purchase premium support separately at Collaboration.Ai’s then-current rates, which shall include: (i) twenty-four (24) hours × seven (7) days a week support for all severity levels (as described in Section 4 in this Addendum 2), (ii) a designated named account manager for Customer, (iii) quarterly review calls, and (iv) provisions of priority feedback routing.

• Miscellaneous. This Addendum 2 does not cover: (a) beta or evaluation features; or (b) POC/ Pilot deployments unless otherwise agreed to in advance and in writing by both parties.