Master Service Agreement

1. Definitions

"Services" means Optimal AI's products and/or services set forth in the applicable Order Form(s), as updated by Optimal AI from time to time.

"Contributor" means your employee or contractor that contributes code. Each Contributor is counted separately (i.e., you cannot share a Contributor account across multiple individuals).

2. Fees & Payments

2.1 Fees

Customer must pay the fees specified in each Order Form ("Fees").

2.2 Payments

Customer must pay undisputed invoices within the timeframe specified in the Order Form. Customer must notify Optimal AI of any dispute within 60 days of the invoice date. Both parties agree to use reasonable efforts to resolve any disputes.

2.3 Taxes

Optimal AI's fees do not include taxes, and Customer is responsible for paying all applicable sales, use, value-added, and similar taxes.

2.4 Invoicing

When not otherwise specified in an Order Form, payment is due 7 days from the invoice date. Overdue payments accrue a finance charge of 1% per month, or the highest rate permitted by applicable law, whichever is lower, from the date such payment was due until the date paid.

2.5 Price Changes

Optimal AI may change the pricing for the Services at any time upon at least 30 days' notice. Such changes take effect at the start of the next renewal period.

3. Term & Termination

3.1 Term

This Agreement commences on the Effective Date and continues for the period set forth in the Order Form ("Initial Term"). After the Initial Term, this Agreement will automatically renew for successive periods equal to the Initial Term unless either party provides notice of non-renewal at least 30 days before the end of the then-current term.

3.2 Termination

Either party may terminate this Agreement for cause upon 30 days' written notice if the other party is in material breach of this Agreement, provided the breaching party does not cure such breach within such 30-day notice period. Optimal AI may terminate this Agreement or any Order Form immediately if (a) Customer continues to use the Service in a manner that would give Optimal AI a right to suspend service, or (b) Customer engages in any prohibited actions under Section 4. Optimal AI may also terminate this Agreement or any Order Form for convenience upon 60 days' written notice to Customer.

3.3 Effect of Termination

Upon termination of this Agreement or any Order Form for cause attributable to Optimal AI, Optimal AI will refund any prepaid fees on a pro-rata basis. Upon any other termination, any prepaid fees are non-refundable.

4. Authorization & Customer Restrictions

4.1 License Grant

Subject to Customer's compliance with this Agreement and timely payment of fees, Optimal AI grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services during the term of this Agreement solely for Customer's internal business purposes.

4.2 Restrictions

Customer must not: (a) reverse engineer or attempt to discover the source code of the Services; (b) use the Services for competitive analysis or to build a competitive product; (c) introduce malicious code into the Services or use the Services in any way that disrupts the Services or Optimal AI's other customers; (d) access the Services other than through Optimal AI's standard interfaces; or (e) permit any third party to access or use the Services except as expressly permitted in this Agreement.

4.3 Export Control

Customer must comply with all applicable export control laws and regulations in its use of the Services.

4.4 Equipment & Credentials

Customer is responsible for obtaining and maintaining all equipment and internet connections needed to access the Services, and is responsible for maintaining the confidentiality of credentials used to access the Services.

5. Confidentiality & Proprietary Rights

5.1 Customer Data

As between the parties, Customer retains all right, title, and interest in and to all data, content, and information submitted to the Services by or on behalf of Customer ("Customer Data").

5.2 Optimal AI's Intellectual Property

As between the parties, Optimal AI retains all right, title, and interest in and to the Services and all related intellectual property. Customer does not acquire any rights in the Services except for the limited license granted in this Agreement.

5.3 Aggregated Data

Notwithstanding Section 5.1, Optimal AI may collect and use anonymized and aggregated data derived from Customer's use of the Services to improve the Services and for other lawful business purposes, provided that such data does not identify Customer or any individual.

5.4 Third-Party Materials

The Services may include third-party software or materials. Such third-party materials are subject to their respective license terms.

6. Data Security

6.1 Security Practices

Optimal AI will implement and maintain reasonable and appropriate security measures designed to protect Customer Data, consistent with industry practice and as described at getoptimal.ai/security.

6.2 Prohibited Data

Customer must not submit to the Services any "Prohibited Data," including: (a) personal information subject to heightened protection under applicable law, (b) protected health information regulated by HIPAA, (c) data controlled under ITAR, (d) personal data subject to GDPR without an appropriate data processing agreement, or (e) data subject to COPPA.

6.3 Customer Responsibility

Customer is responsible for ensuring that its use of the Services complies with all applicable laws and regulations, including those relating to data privacy and security.

7. Warranty & Disclaimer

Optimal AI will use reasonable efforts to ensure the Services are available and functioning. THE SERVICES ARE PROVIDED "AS IS" AND OPTIMAL AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OPTIMAL AI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

8. Indemnity

Optimal AI will defend Customer against any third-party claim that the Services, as provided by Optimal AI and used in accordance with this Agreement, infringe any United States patent or copyright, and will pay any damages finally awarded against Customer in such a claim. Optimal AI's obligations under this section do not apply to claims arising from: (a) Customer's modification of the Services; (b) use of the Services in combination with products or services not provided by Optimal AI; (c) use of the Services in violation of this Agreement; or (d) Customer's failure to use an updated version of the Services provided by Optimal AI that would have avoided the infringement.

9. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO OPTIMAL AI UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. Miscellaneous

10.1 Severability

If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement will continue in full force and effect.

10.2 Assignment

Customer may not assign this Agreement or any of its rights or obligations without Optimal AI's prior written consent. Any attempted assignment in violation of this section is null and void. Optimal AI may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.3 Notices

Notices to Optimal AI must be sent to the address listed at the top of this Agreement. Optimal AI will send notices to Customer at the email address or address provided in the applicable Order Form.

10.4 Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California for any disputes arising under this Agreement.

10.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or internet service disruptions.

10.6 Anti-Corruption

Each party agrees to comply with all applicable anti-bribery and anti-corruption laws in connection with its activities under this Agreement.

10.7 Publicity

Customer grants Optimal AI the right to use Customer's name and logo to identify Customer as a customer of Optimal AI on Optimal AI's website and in marketing materials, subject to Customer's reasonable trademark usage guidelines.

10.8 Entire Agreement

This Agreement, together with all Order Forms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral, concerning its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.