Master Services Agreement

Last updated April 9, 2025

Effective Date: January 4, 2025

Enterprise Terms

PLEASE READ THESE COLLATE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY COLLATE SOFTWARE, INC. (“COLLATE”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COLLATE WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH CUSTOMER SUBMITS VIA COLLATE’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY COLLATE SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Services
1. Order Forms; Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Collate grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Services (as such term is defined in the Order Form), during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Collate’s applicable official user documentation for such Services (the “Documentation”).
2. Support. Subject to Customer’s payment of all applicable fees, Collate will provide standard support and maintenance of the Services during normal business hours.
3. Implementation. Upon payment of any applicable fees set forth in each Order Form, Collate agrees to use reasonable commercial efforts to provide standard implementation assistance for the Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”).
   
4. Services Updates. From time to time, Collate may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Collate shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Collate may make improvements and modifications to the Services at any time in its sole discretion; provided that Collate shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
2. Ownership; Data.
1. Services Ownership. As between the parties, Collate retains all right, title, and interest in and to the Services, any outputs from the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Collate for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
2. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to Collate or the Services in the course of using the Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Collate, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights, authorizations and consents necessary to provide the Customer Data to Collate as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Collate shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Collate is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Collate’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Collate may (a) internally use and modify (but not disclose) Customer Data for the purposes of (i) providing the Services to Customer (ii) training or improving artificial intelligence models, tools, technology or services and (iii) generating Aggregated De-Identified Data (as defined below), and (b) freely use, retain and make available Aggregated De-Identified Data for Collate’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Collate’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Collate in connection with Customer’s use of the Services, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
3. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Collate with respect to the Services (“Feedback”). Collate acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Collate a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
4. Usage Data. Collate may collect, retain and use during and after the Term, usage data that is derived from the operation of the Services, including patterns identified through the use of the Services and data regarding the performance of the Services (“Usage Data”), which such Usage Data will not contain Customer Data in any identifiable manner. Collate is free to use Usage Data for any lawful purpose.
3. Fees; Payment. Customer shall pay Collate fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Collate’s net income). All Fees paid are non-refundable and are not subject to set-off.
4. Customer Obligations. Customer will comply with the customer obligations set forth in the Order Form (the “Customer Obligations”). Customer understands and agrees that Collate’s performance depends on Customer’s satisfaction of the Customer Obligations and that Collate shall have no responsibility for non-performance based on Customer’s failure to satisfy the Customer Obligations.
5. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third party; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services to build an application or product that is competitive with any Collate product or service; (g) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (h) bypass any measures Collate may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to providing access to Customer Data (as defined below). Customer (y) shall use the Services in compliance with all applicable law, and (z) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.
6. Third Party Integrations. Customer acknowledges and agrees that (a) the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (b) the availability and operation of the Services or certain portions thereof may be dependent on Collate’s ability to access such Third Party Integrations, and (c) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless the Collate for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Services. Collate cannot and does not guarantee that the Services shall Customer incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
7. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (a) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (b) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Collate may suspend or limit Customer’s access to or use of the Services if (y) Customer’s account is more than sixty (60) days past due, or (z) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Collate’s ability to provide access to the Services to other customers; provided that in the case of subsection (z): (i) Collate shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (ii) prior to any such suspension or limitation, Collate shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (iii) Collate shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (a) the Customer Data or Customer’s use of the Services (in the case of Customer as Indemnitor and solely to the extent not specifically prohibited by applicable law), or (b) the Services (in the case of Collate as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Collate do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Collate (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Collate, (iv) combined with other products, processes or materials not provided by Collate (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Services is not strictly in accordance herewith.
9. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, COLLATE HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, ANY RESULTS OF THE SERVICES OR ANY ACTION OR OMISSION BY CUSTOMER OR ANYONE ELSE BASED ON THE USE OF THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. COLLATE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE or (B) THE SERVICES OR ANY RESULTS OF THE SERVICES WILL MEET REQUIREMENTS OR EXPECTATIONS, EXCEPT AS SET FORTH ABOVE, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY OPERATE ON THIRD PARTY ARTIFICIAL INTELLIGENCE-POWERED TOOLS (“THIRD PARTY AI MODELS”) AND COLLATE DOES NOT TEST, VERIFY, ENDORSE OR GUARANTEE TO BE ACCURATE, COMPLETE OR CURRENT ANY SUCH THIRD PARTY AI MODELS OR ANY RESULTS OF THE SERVICES. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL RESULTS FROM THE SERVICES AS TO APPROPRIATENESS FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS.
10. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO COLLATE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
11. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and Collate with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Collate with respect thereto. In the event of any conflict between a specific express term of these Terms and a specific express term of the Order Form, the Order Form shall control. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that Collate may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of its business relating to this Agreement, and Collate may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that Collate may use Customer’s name and logo to refer to Customer as a customer of Collate on its website and in marketing materials and prepare and publish case studies related to Customer’s use of the Services. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising from or relating to this Agreement that cannot be resolved between the parties within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period, the “Arbitration Date”), shall be finally settled by binding arbitration in the County of San Francisco, State of California, United States pursuant to the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes. Customer hereby consents to the arbitration in the State of California in the County of San Francisco. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall apply State of California law to the merits of any dispute or claim, without reference to rules of conflict of law, and shall have the authority to award any and all available remedies, including legal and equitable relief. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The prevailing party shall be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party shall be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding anything else, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s).