Master Services Agreement

This Master Services Agreement (“Agreement”) is a binding contract between Dynition LLC, a Delaware limited liability company (“Dynition,” “we,” “us”), and the entity you represent (“Customer,” “you”). By clicking “I agree” (or a similar control), creating an account, or accessing or using the Service, you agree to this Agreement on behalf of the Customer, and you represent that you have authority to bind the Customer. If you do not agree, do not access or use the Service.

This Agreement incorporates by reference the Data Processing Addendum (DPA) and any Order (defined below). The effective date for the Customer is the date the Customer first accepts this Agreement (the “Effective Date”).

1. Definitions

• “Service” means Dynition's hosted software platform and AI agents, including the website application, APIs, and integrations, as made available to Customer.
• “Order” means an online plan selection, order form, or written ordering document that references this Agreement and specifies the plan, scope, and fees.
• “Authorized Users” means Customer's employees and contractors whom Customer permits to use the Service on Customer's behalf and for Customer's internal business purposes.
• “Customer Data” means data, content, records, and materials that Customer or its Authorized Users submit to the Service, and data the Service accesses from Connected Systems on Customer's behalf, including purchase orders, customer and contact lists, product catalogs, and pricing.
• “Connected Systems” means Customer's third-party systems and accounts (for example, ERP, eCommerce, email, or accounting platforms such as Shopify, BigCommerce, NetSuite, Microsoft Dynamics 365, or QuickBooks) that Customer connects to the Service.
• “Input” means data and instructions provided to the Service's AI features. “Output” means content or results the Service generates from Input, including extracted line items, matches, drafts, and proposed orders. Input and Output are Customer Data.
• “Connected-System Action” means an action the Service takes within a Connected System on Customer's behalf, such as creating, updating, or submitting an order.
• “De-identified Data” means data derived from use of the Service that has been aggregated and/or stripped of identifiers so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any individual.

2. The Service; Access Grant

2.1 Provision. Subject to this Agreement, Dynition will make the Service available to Customer during the term, and grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes.

2.2 Authorized Users. Customer is responsible for its Authorized Users' use of the Service and for their compliance with this Agreement. Customer is responsible for the confidentiality of account credentials and for all activity under its account.

2.3 Support. Dynition will provide commercially reasonable support as described in the applicable plan or Order.

3. Acceptable Use; Restrictions

Customer will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, time-share, or make the Service available to anyone other than Authorized Users; (b) reverse engineer, decompile, or attempt to derive source code, except as permitted by law; (c) use the Service to build a competing product or to train a competing AI model; (d) interfere with or disrupt the integrity or performance of the Service; (e) use the Service in violation of law or to infringe the rights of others; or (f) remove or obscure proprietary notices.

4. Connected Systems; Authorization to Read and Write

4.1 Authorization. By connecting a Connected System, Customer authorizes Dynition to access, read, and write data in that Connected System on Customer's behalf, to the extent needed to provide the Service (including taking Connected-System Actions such as creating or updating orders).

4.2 Customer Authority. Customer represents that it has the right and authority to connect each Connected System, to grant the access above, and to provide any related credentials or tokens. Customer is responsible for the scope of permissions it grants and for securing its own credentials.

4.3 Third-Party Services. Connected Systems are controlled by Customer and/or third parties, not Dynition. Dynition is not responsible for Connected Systems, their availability, or their terms, and the Service warranties and any service levels do not cover issues caused by Connected Systems or Customer's environment.

5. AI Features; Human Review; Responsibility for Actions

5.1 Nature of Output. The Service uses automated and AI techniques. Output is probabilistic and may be inaccurate, incomplete, or otherwise unsuitable. Output is contingent on the quality and accuracy of Input and Customer Data.

5.2 Human Review. Customer is responsible for reviewing Output and for implementing reasonable human oversight before relying on, sharing, or acting on Output, including reviewing and approving proposed orders before they are finalized or submitted in a Connected System. Customer must not rely on Output as a sole source of truth.

5.3 Responsibility for Decisions and Actions. As between the parties, Customer is responsible for all decisions, actions, and inactions arising from its use of the Service, including Connected-System Actions that Customer or its Authorized Users approve, configure, or authorize (including via automated approval settings Customer enables).

5.4 Customer Data Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and of the configurations and instructions it provides.

6. Data; Ownership; Privacy; Improvement

6.1 Customer Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data, including Input and Output. Customer grants Dynition a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the Service and as permitted by this Agreement and the DPA.

6.2 Service and Model Improvement. Dynition may use Customer Data to provide, secure, support, and improve the Service. Dynition does not use identifiable Customer Data to train its AI models, and improves its models using De-identified Data as described in Section 6.3. Dynition will not sell Customer Data, and will maintain contractual commitments with its model providers prohibiting them from using Customer Data to train their foundation models.

6.3 De-identified Data. Dynition may generate and use De-identified Data to operate, secure, analyze, and improve the Service and Dynition's products. De-identified Data does not include, and Dynition does not claim ownership of, Customer Data itself.

6.4 Data Protection. Processing of personal data is governed by the DPA, which is incorporated into and forms part of this Agreement and prevails over the body of this Agreement on matters of personal-data processing.

6.5 Security. Dynition will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption of Customer Data in transit and at rest, access controls, and the security measures described in the DPA. The Service runs on Google Cloud Platform infrastructure.

7. Confidentiality

Each party may access the other's non-public information (“Confidential Information”). The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisors with a need to know who are bound by confidentiality. Exclusions apply for information that is public, independently developed, or rightfully received without restriction. A party may disclose Confidential Information if legally compelled, with prompt notice where permitted. Customer Data is Customer's Confidential Information.

8. Fees; Taxes

8.1 Fees. Customer will pay the fees stated in the applicable Order or plan. Except as required by law or expressly stated, fees are non-refundable.

8.2 Taxes. Fees exclude taxes. Customer will pay all applicable sales, use, value-added (VAT), goods-and-services, and similar taxes, duties, and withholdings, other than taxes on Dynition's net income; where Dynition is legally required to collect such taxes, Customer will pay them to Dynition. If Customer is required to withhold any tax from a payment, Customer will increase the payment so that Dynition receives the full amount it would have received absent the withholding.

8.3 Changes. Dynition may change fees on at least 30 days' notice, effective at the next renewal term.

9. Term; Termination; Suspension

9.1 Term. This Agreement starts on the Effective Date and continues for the term stated in the Order, renewing automatically for successive periods unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

9.2 Termination for Cause. Either party may terminate for the other's material breach not cured within 30 days after written notice.

9.3 Suspension. Dynition may suspend access (in whole or part) if it reasonably believes there is a security risk, unlawful use, or non-payment, using reasonable efforts to give notice and limit the suspension.

9.4 Effect of Termination; Data Return and Deletion. On termination, access ends. On request made within 30 days after termination, Dynition will make Customer Data available for export, after which Dynition may delete Customer Data except as required by law. Sections 1, 3, 5.3, 6.1, 6.3, 7, 8 (accrued amounts), 10, 11, 12, and 13 survive.

10. Warranties; Disclaimer

10.1 Mutual. Each party warrants it has authority to enter into this Agreement.

10.2 Limited Service Warranty. Dynition warrants that the Service will perform materially in accordance with its then-current documentation. Customer's exclusive remedy for breach of this warranty is, at Dynition's option, to correct the non-conformity or terminate the affected Service and refund prepaid, unused fees for it.

10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DYNITION DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, OR ACCURATE.

10.4 Beta Features. Features identified as beta, preview, or early access are provided “as is,” excluded from warranties and any service levels, and may be changed or withdrawn.

11. Limitation of Liability

11.1 Exclusion. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

11.2 General Cap. Except as stated in 11.3 and 11.4, each party's total liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer in the 12 months before the event giving rise to liability.

11.3 Enhanced Cap (Security/Confidentiality). For liability arising from a party's breach of its confidentiality or data-security obligations, the cap is two times (2x) the fees paid or payable by Customer in the 12 months before the event giving rise to liability.

11.4 Exclusions from the Cap. The caps do not apply to: (a) a party's indemnification obligations under Section 12; (b) Customer's breach of Section 3 (Acceptable Use) or amounts owed under Section 8; (c) infringement or misappropriation of the other party's intellectual property; or (d) liability that cannot be limited by law (including gross negligence, willful misconduct, or fraud).

12. Indemnification

12.1 By Dynition. Dynition will defend Customer against third-party claims that the Service, as provided by Dynition and used in accordance with this Agreement, infringes a third party's intellectual property rights, and will indemnify Customer for resulting damages finally awarded or settled. Dynition may modify or replace the Service, or terminate and refund prepaid unused fees, to mitigate. This does not apply to claims arising from Customer Data, Connected Systems, modifications not made by Dynition, or use in violation of this Agreement.

12.2 By Customer. Customer will defend Dynition against third-party claims arising from (a) Customer Data, (b) Connected-System Actions or other actions Customer or its Authorized Users authorize, approve, or configure, or (c) Customer's use of the Service in violation of this Agreement or law, and will indemnify Dynition for resulting damages.

12.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and control of the defense (no settlement imposing obligations on the indemnified party without consent).

13. General

13.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

13.1.1 Dispute Resolution; Binding Arbitration. The parties will first attempt in good faith to resolve any dispute through informal negotiation for 30 days after written notice of the dispute. If not resolved, any dispute arising out of or relating to this Agreement will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration is confidential.

13.1.2 Class-Action Waiver. Disputes will be resolved only on an individual basis; the parties waive any right to bring or participate in a class, collective, or representative action.

13.1.3 Carve-out for Equitable / IP Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information; the parties consent to the jurisdiction of those courts for that purpose.

13.2 Changes to this Agreement. Dynition may update this Agreement; material changes take effect at the next renewal or on reasonable notice, and continued use after the effective date constitutes acceptance. The version in effect when a claim arises governs that claim.

13.3 Publicity. Customer grants Dynition the right to use Customer's name and logo to identify Customer as a Dynition customer on Dynition's website and in its marketing and promotional materials, subject to any trademark-usage guidelines Customer provides. Dynition will stop such use within a reasonable period after Customer's written request. Any other public statement about the relationship, such as a case study, customer quote, or press release, requires the other party's prior written approval.

13.4 Order of Precedence. In a conflict: the DPA controls on personal-data matters; an Order controls on commercial terms; otherwise this Agreement controls.

13.5 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

13.6 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

13.7 Notices. Notices to Dynition: legal@dynition.ai. Notices to Customer may be given in-app or to the account email.

13.8 Entire Agreement; Severability; Waiver. This Agreement (with the DPA and any Order) is the entire agreement and supersedes prior understandings on its subject. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

13.9 Independent Contractors. The parties are independent contractors; this Agreement creates no partnership, agency, or joint venture.

14. Contact

Questions about this Agreement: legal@dynition.ai.