Platform services agreement

This Platform Services Agreement (this “Agreement“) is between Writer, Inc. (“Writer“) and the party identified as the customer in the applicable Order Form (“Customer“) and is effective as of the date the Parties enter into an Order Form incorporating these terms (the “Effective Date“). Writer and Customer may be referred to collectively as the “Parties” or individually as a “Party“.

1. Definitions

• (a)“ Authorized User” means anyone authorized by Customer to access and use the Platform under its account.
• (b)“ Customer Materials” means all information, data, content, and other materials that are submitted or otherwise provided by or on behalf of Customer through the Platform in connection with Customer’s use of the Platform, but excluding any other information, data, data models, content or materials owned or controlled by Writer and made available through or in connection with the Platform. Customer Materials include Platform Output.
• (c)“ Order Form” means an ordering document or online order, including a trial, entered into by the Parties, which references this Agreement and sets forth the details regarding Customer’s Subscription to the Platform.
• (d)“ Platform” means Writer’s proprietary full stack, generative artificial intelligence platform, and all associated technology, which is made available by Writer to Customer pursuant to this Agreement and the applicable Order Form.
• (e) “ Platform Metadata” means any data that is derived from Customer’s and/or its Authorized Users’ use of the Platform, including, without limitation, any usage data, trends, statistical data and performance information, analytics, meta-data, or similar information regarding the operation of the Platform, excluding Customer Materials.
• (f) “ Platform Output” means the content and materials generated through Customer’s use of the Platform.
• (g) “ Subscription” means the access to and use of the Platform on a per Authorized User basis.
• (h) “ Subscription Term” means the time period for the Subscription identified in the applicable Order Form, including thereafter each renewal term.
• (i) “ Writer IP” means the Platform, including its underlying software, algorithms, interfaces, technology, databases, tools, and know-how used to provide or deliver the Platform, Platform Metadata, all improvements, modifications or enhancements thereto, and all intellectual property rights therein.

2. Platform; Access and Use

• 2.1 Platform. Subject to the terms of the applicable Order Form, Writer grants to Customer (and its Authorized Users) a limited, non-exclusive, non-transferable (except as otherwise permitted under this Agreement) right to access and use the Platform during the Subscription Term. A Customer affiliate may separately acquire access rights to the Platform pursuant to this Agreement by entering into an Order Form, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable affiliate for purposes of that Order Form. Customer will be responsible for all acts, omissions, and obligations of Authorized Users in connection with its Subscription. Writer may update the content, functionality, and user interface of the Platform from time to time provided such update will not materially decrease the functionality of the Platform during the applicable Subscription Term. Customer agrees that its use of the Platform under this Agreement is not contingent on the delivery of future features or functionality.
• 2.2 Restrictions. Customer will not: (a) access or use the Platform in any manner not expressly granted in this Agreement; (b) modify or create derivative works of the Platform, in whole or in part; (c) reverse engineer, disassemble, decompile, decode, scrape, or otherwise attempt to derive or improperly access or download any component of the Platform (including through data or model scraping or the use of any crawler or other mechanism); (d) frame, mirror, sell, resell, rent, or lease any access or use of the Platform to any other third party; (e) access or use the Platform in any manner or for any purpose that infringes any third-party intellectual property or other proprietary right, or that violates any applicable law; (f) interfere with, or disrupt the integrity or performance of, the Platform; (g) access the Platform or Writer’s Confidential Information for benchmarking or competitive analysis to develop a competing product or service; (h) allow Authorized User accounts to be shared or used by more than one individual; (i) use the Platform to engage in harmful, abusive, threatening, sexual, violent, fraudulent, or misleading content, or engage in otherwise illegal activities; or (j) use the Platform in a manner that violates Writer’s Acceptable Use Policy. Writer reserves the right, in its sole discretion, to suspend or terminate Customer’s access to the Platform if it determines Customer to be in violation of the above.
• 2.3 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Writer reserves and, as between the Parties, will solely own, the Writer IP and all rights, title, and interest in and to the Writer IP. No rights are granted to Customer under this Agreement other than as expressly set forth in this Agreement.
• 2.4 Third-Party Services. Certain features and functionalities within the Platform may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “ Third-Party Services”). Any use by Customer of Third-Party Services is solely the responsibility of Customer and the applicable third-party provider.
• 2.5 APIs. Writer’s services may also include access to Writer’s application programming interfaces (“APIs”), which may allow Customer to integrate certain Platform features into its own applications, products, or services. Customer shall not be permitted to distribute or resell Writer’s Platform, products or services or create any binding commitment on behalf of Writer.
• 2.6 Credits. Depending on the type of Subscription and services purchased in an Order Form, Customer may be permitted to purchase, or Writer may otherwise provide to Customer, credits redeemable for specific services. The purchase and utilization of credits shall be subject to the Credit Terms available at the respective URL.
• 2.7 Service Levels & Support. During the Subscription Term, Writer will make the Platform available and provide Customer support in accordance with Writer’s Service Level and Support Agreement.
• 2.8 Access to Non-Production Versions of the Platform. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Platform or features within the Platform (collectively, the “ Beta Features”). Customer acknowledges and understands that its use of Beta Features is not required and is at Customer’s own risk.
• 2.9 Platform Metadata. Customer acknowledges that Writer may aggregate and/or de-identify Platform Metadata related to Customer’s use of the Platform and use such aggregated and de-identified data for any purpose, including to improve the Platform and understand how the Platform is being used. Platform Metadata will never include any Customer Materials.

3. Fees and Payment

• 3.1 Fees. Customer will pay all undisputed amounts due under the applicable Order Form (“Fees”) within thirty (30) days of invoice date. If Customer disputes any part of an invoice, Customer will pay the undisputed part and provide Writer with notice and detail of the dispute no later than the invoice due date.
• 3.2 Payments. Payments due to Writer under this Agreement must be made in U.S. dollars by credit card, wire transfer to an account designated by Writer, or such other payment method mutually agreed by the Parties. All payments are non-refundable unless otherwise provided in this Agreement.
• 3.3 Taxes. Customer is responsible for all sales, use, ad valorem, and excise taxes, and any other similar taxes imposed by any federal, state, or other governmental regulatory authority on any Fees, other than any taxes imposed on Writer’s income. Any Fees charged to Customer are exclusive of taxes.
• 3.4 Auto-renewal. Unless otherwise stated in the applicable Order Form, Customer agrees that its Subscription will automatically renew at the end of the then-current Subscription Term for a renewal period equal to the original Subscription Term, at Writer’s then-current rates.

4. Confidential Information

• 4.1 Definition. “Confidential Information” means any information that one Party provides to the other Party in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential.
• 4.2 Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information using a reasonable standard of care and will not use the Confidential Information except as necessary to perform obligations under this Agreement.

5. Customer Materials and Data

• 5.1 Ownership. Writer acknowledges that, as between Customer and Writer, Customer owns all right, title and interest in and to all Customer Materials.
• 5.2 License. Customer grants to Writer a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials for the purpose of hosting, operating and providing the Platform.
• 5.3 Platform Output. Customer acknowledges that, due to the nature of generative AI, Platform Output may be similar to content generated for other customers.
• 5.4 Customer Materials. Customer represents and warrants that it has obtained all necessary rights and licenses for the access to and use of the Customer Materials.
• 5.5 Security; Protection of Customer Materials. Writer will implement and maintain reasonable safeguards designed for the protection, confidentiality, and integrity of Customer Materials.

6. Representations and Warranties

• 6.1 Warranties. Each Party represents and warrants that it will comply with all laws applicable to the exercise of its rights and performance of its obligations under this Agreement.
• 6.2 Disclaimer. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE PLATFORM AND WRITER IP ARE PROVIDED ON AN "AS IS" BASIS.

7. Indemnification

• 7.1 Writer Indemnification. Writer will defend Customer against any claim, suit, or proceeding brought by a third party alleging that Customer’s access to or use of the Platform infringes or misappropriates such third party’s intellectual property rights.
• 7.2 Exclusions. Writer’s obligations will not apply if the Claim arises from Customer’s breach of this Agreement.
• 7.3 Customer Indemnification. Customer will defend Writer against Claims arising from any Customer Materials.

8. Limitations of Liability

• 8.1 Exclusions. Neither Party will have any liability arising out of or related to this Agreement for any indirect, special, incidental, reliance, or consequential damages of any kind.
• 8.2 Total Liability. In no event will a Party’s total aggregate liability exceed the fees paid or payable by Customer in the twelve (12) month period preceding the event giving rise to the claim.

9. Term and Termination

• 9.1 Term. This Agreement commences on the Effective Date and will remain in effect until its expiration or termination.
• 9.2 Termination. Either Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after notice.

10. Miscellaneous

• 10.1 Publicity. Writer may include Customer’s name and logo in its online customer list and in print and electronic marketing materials.
• 10.2 Export Control. Each party represents that it is not named on any U.S. government list of prohibited or restricted parties.
• 10.3 Insurance. Writer will carry industry standard insurance appropriate for its provision of the Platform.
• 10.4 Purchases through a Reseller. If Customer has purchased access to the Platform from a third-party authorized by Writer to resell the Platform, certain provisions of this Agreement will not apply.
• 10.5 Assignment. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other.
• 10.6 Severability; No Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
• 10.7 Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties.
• 10.8 Force Majeure. Neither party is responsible for failure to fulfill its obligations due to causes beyond its control.
• 10.9 Governing Law; Venue. Both Parties agree to the laws of the State of California, United States.
• 10.10 Notice. Other notices under the Agreement must be in writing and sent to the specified address.
• 10.11 Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior agreements.