Master Services Agreement

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 “Aggregated and De-Identified” means data that has been aggregated across customers and processed such that it does not identify, and cannot reasonably be re-identified to, a specific customer, individual, or piece of Customer Content.

1.2 “API(s)” means the application programming interfaces provided by Nota to facilitate the generation of the Output through the Services. 

1.3 "Applicable Law" means all applicable laws, regulations, rules, and governmental orders.

1.4 “Authorized User” means the employees, agents, and independent contractors engaged by Customer who are authorized to access the Services pursuant to this Agreement.

1.5 “Confidential Information” has the meaning set forth  in Section 5.1.

1.6 “Customer Content” means content, data, and information provided or submitted as inputs by, or on behalf of, Customer or its Authorized Users, in connection with the Services, including without limitation any content, data, and information extracted from Customer’s content management system. Customer Content does not include Performance Data.

1.7 “Documentation” means specifications, user manuals, and other technical materials relating to the Services that are provided or made available by Nota.

1.8 "Effective Date" means the effective date of the first Order Form executed by the Parties.

1.9 “Fees” means the fees for the Services as set forth on an Order Form.

1.10 “Initial Term” has the meaning given in Section 4.2.

1.11 “Intellectual Property Rights” means all intellectual property and proprietary rights recognized under applicable law.

1.12 “Order Form(s)” means a written ordering document executed by the Parties that references this Agreement and specifies the Services and applicable Fees.  

1.13 “Output” means the content or results generated by the Services in response to Customer Content.

1.14 “Performance Data” means aggregated technical, usage, and operational data generated through Customer’s use of the Services, excluding Customer Content.

1.15 “Platform” means Nota’s proprietary software platform through which the Services are made available.

1.16 “Renewal Term” has the meaning set forth in Section 4.2.

1.17 "Services" has the meaning set forth in the Recitals.

1.18 “Term” has the meaning set forth in Section 4.1.

1.19 “Third Party Providers” means third party services or applications that are integrated into the Services, including providers of large language models.

1.20 “Nota Technology” means the Services, Platform, APIs, Documentation, Performance Data, and all underlying software, models, algorithms, architectures, workflows, and technical materials, together with any improvements, enhancements, derivative works, or modifications thereto, in each case excluding Customer Content and Output.

2.1 Access to the Services.  Subject to the terms and conditions of this Agreement and the applicable Order Form, Nota grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, and non-sublicensable right during the Term to access and use the Services in accordance with the Documentation and this Agreement, solely for Customer’s internal business purposes. Nota may modify, update, or enhance the Services from time to time, provided that such modifications do not materially degrade the overall functionality of the Services.

2.2 Authorized Users. Customer may permit its Authorized Users to access and use the Services on Customer’s behalf. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.

2.3 Restrictions.  Customer shall not, and shall ensure its Authorized Users do not: (a) permit any third party to access or use the Services except as expressly authorized under this Agreement; (b) copy, modify, adapt, translate, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying ideas of the Services; (d) use the Services to develop, benchmark, or assist in developing a competing product or service; (e) interfere with or disrupt the integrity or performance of the Services; or (f) use the Services in violation of Applicable Law or the Documentation.

2.4 Credentials and Security.  Customer is responsible for maintaining the confidentiality of all access credentials and for all activities conducted through such credentials. Customer shall promptly notify Nota of any unauthorized access to or use of the Services.

2.5 Acceptable Use. Customer shall not use the Services or Output in a manner that infringes, misappropriates, or violates the rights of any third party, or that violates Applicable Law. Customer remains solely responsible for its use of the Services and any decisions made based on Output.

3.1 Fees. Customer shall pay all fees and charges for the Services (“Fees”) as set forth in the applicable Order Form. Except as expressly stated in an Order Form, all Fees are non-refundable and non-cancelable.

3.2 Invoicing and Payment. Unless otherwise specified in an Order Form, Nota will invoice Customer in advance for the applicable Fees, and Customer shall pay all undisputed amounts within thirty (30) days from the invoice date. Customer shall notify Nota in writing of any dispute regarding an invoice within fifteen (15) days of receipt, and the Parties shall work in good faith to resolve such dispute promptly.

3.3 Late Payments. Nota may charge interest on any undisputed amounts that are more than thirty (30) days past due at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law. Nota may suspend access to the Services upon written notice if undisputed Fees remain unpaid for more than forty-five (45) days past due.

3.4 Taxes; Withholding. Fees are exclusive of all taxes, duties, levies, or similar governmental charges, including sales, use, value-added, or withholding taxes, imposed by any governmental authority in connection with this Agreement, excluding taxes based on Nota’s net income. Customer shall be responsible for paying all such taxes.

4.1 Term of Agreement.  This Agreement shall commence on the Effective Date and shall continue in effect for so long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement.

4.2 Order Form Term.  Each Order Form shall have an initial term as specified therein (the “Initial Term”) and shall automatically renew for successive one-year renewal terms (each, a “Renewal Term”) unless either Party provides the other Party with at least thirty (30) days’ prior written notice of non-renewal.   

4.3 Termination for Breach. Either Party may terminate this Agreement or any applicable Order Form for material breach by the other Party, provided that such breach remains uncured thirty (30) days after written notice specifying the breach.

4.4 Effect of Termination. Upon expiration or termination of this Agreement or any Order Form, Customer’s right to access and use the Services under the terminated Order Form shall immediately cease. Sections that by their nature should survive termination, including Sections relating to confidentiality, intellectual property rights, indemnification, limitation of liability, and general provisions, shall survive.

5.1 Confidential Information. Each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain non-public, confidential, or proprietary information relating to the Disclosing Party’s business, operations, technology, products, services, finances, customers, or strategies, whether disclosed orally, visually, electronically, or in writing, and whether or not marked or designated as confidential (the “Confidential Information”). The terms and conditions of this Agreement and any Order Form constitute Confidential Information of both Parties. The Nota Technology constitutes Confidential Information of Nota, and Customer Content constitutes Confidential Information of Customer. All Confidential Information remains the property of the Disclosing Party. Except for the limited rights expressly granted under this Agreement, nothing herein transfers or grants any ownership interest or Intellectual Property Rights in any Confidential Information.

5.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate through written records is generally available to the public through no wrongful act or omission of the Receiving Party, was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party, is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation, or is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.  

5.3 Obligations.  The Receiving Party shall use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement, shall not disclose such Confidential Information to any third party except as expressly permitted under this Agreement or with the Disclosing Party’s prior written consent, and shall protect the Confidential Information using reasonable measures designed to prevent unauthorized use, access, or disclosure. The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who have a legitimate need to know such information for purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein.   

5.4 Disclosure by Law. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or a protective order.

5.5 Data Protection. To the extent Customer Content includes Personal Data (as defined under Applicable Law), the Parties agree that the data protection addendum, if any, incorporated by reference into the applicable Order Form (“DPA”), shall govern the Parties’ respective obligations with respect to such Personal Data. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall control solely with respect to such processing.

6.1 Nota Technology.  Nota retains all right, title, and interest in and to the Nota Technology, including all underlying software, models, algorithms, architectures, workflows, systems, interfaces, documentation, and technical materials, together with any improvements, enhancements, derivative works, or modifications thereto, whether developed before or during the Term. For the avoidance of doubt, Nota Technology excludes Customer Content and Output. Except for the limited rights expressly granted under this Agreement, no rights or licenses are granted to Customer with respect to the Nota Technology. 

6.2 Customer Ownership. Customer retains all right, title, and interest in and to Customer Content and Output. Nota does not claim ownership of Customer Content or Output. Customer grants Nota a limited, non-exclusive, royalty-free license to host, process, transmit, and use Customer Content and Output solely as necessary to provide, maintain, and support the Services in accordance with this Agreement and the applicable Order Form.

6.3 Model Improvement and AI Learning. Unless expressly restricted in an applicable Order Form, Nota may use Performance Data and Aggregated and De-Identified data derived from Customer’s use of the Services, including usage patterns, interaction data, and system performance signals, for the purpose of operating, maintaining, improving, and enhancing the Services and Nota Technology, including through AI Learning. Nota will not use identifiable Customer Content to train models for the benefit of other customers without Customer’s express written consent. Any restriction on AI Learning must be expressly set forth in the applicable Order Form and shall apply solely to that Order Form. For clarity, Nota will not use Customer Content itself to train or fine-tune models made generally available to other customers except as expressly permitted in an applicable Order Form.

6.4 Performance Data. Nota owns all Performance Data. Nota may collect, generate, and use Performance Data to operate, analyze, improve, benchmark, and support the Services and for Nota’s other lawful business purposes, provided that Performance Data does not identify Customer, Customer Content, or any individual. Nota will not disclose Performance Data in a manner that identifies Customer.

6.5 Feedback.  Customer grants Nota a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, and otherwise exploit any Feedback for any lawful purpose, including improving and enhancing the Services and Nota Technology, provided that such use does not identify Customer or disclose Customer Confidential Information.

6.6 Reservation of Rights. Except as expressly set forth in this Agreement, each Party reserves all rights, title, and interest in and to its respective intellectual property and proprietary rights.

7.1 Mutual Warranties.  Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that doing so does not violate any other agreement to which it is a party.  

7.2 Nota Warranties. Nota represents and warrants that, during the applicable Order Form term, the Services will materially conform to the Documentation and will not knowingly contain malicious code intended to damage Customer systems or data. Customer must notify Nota in writing of any non-conformance within a reasonable period after discovery. Customer’s sole and exclusive remedy for breach of this Section is re-performance of the affected Services, and if Nota is unable to cure, termination of the affected Order Form and a pro-rated refund of prepaid, unused Fees.

7.3 Third Party Providers.  Customer acknowledges that the Services may interoperate with or rely upon Third Party Services. Nota makes no warranties with respect to Third Party Services and is not responsible for the performance, availability, or acts or omissions of any third-party provider.

7.4 Services Disclaimer. Customer acknowledges that the Services are intended to assist with content workflows and output generation and do not constitute editorial, legal, financial, or other professional advice. Customer is solely responsible for reviewing, validating, and determining the suitability of any Output for its intended use.

7.5 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTA DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ERROR-FREE, ACCURATE, OR UNINTERRUPTED. 

7.6 Regulatory Evolution Acknowledgement. Customer acknowledges that laws and regulations governing artificial intelligence and automated content generation are evolving. Nota does not warrant that Customer’s use of the Services or Output will comply with future legal or regulatory requirements, and Customer remains responsible for its compliance obligations.

8.1 Nota Indemnification. Nota shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a claim that the Services, as provided by Nota and used by Customer in accordance with this Agreement, infringe or misappropriate such third party’s valid intellectual property rights. Nota’s obligations under this Section do not apply to claims arising from Customer Content, Customer’s misuse of the Services, modification of the Services not authorized by Nota, combination of the Services with products or services not provided by Nota, or use of the Services in violation of this Agreement.

8.2 Infringement Mitigation. If Nota reasonably believes the Services are likely to become the subject of an infringement claim, Nota may, at its option and expense, procure the right for Customer to continue using the Services, modify or replace the Services to be non-infringing without materially reducing functionality, or terminate the affected Order Form and refund any prepaid, unused Fees.

8.3 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Nota and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer Content, Customer’s use of the Services or Output in violation of this Agreement or Applicable Law, or Customer’s infringement or misappropriation of any third-party rights.

8.4 Indemnification Procedures. The indemnified Party shall promptly notify the indemnifying Party of any claim subject to indemnification and provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party shall have sole control of the defense and settlement of the claim, provided that no settlement may impose any admission of liability or obligation on the indemnified Party without its prior written consent, not to be unreasonably withheld.

8.5 Exclusive Remedy. This Section 8 states the indemnifying Party’s sole and exclusive liability, and the indemnified Party’s sole and exclusive remedy, for third-party intellectual property infringement claims relating to the Services.

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE OUTPUT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.

9.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS SET FORTH IN SECTION 9.3, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NOTA UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exclusions from Limitation. THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO A PARTY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, A PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY), OR A PARTY’S WILLFUL MISCONDUCT OR FRAUD.

9.4 Failure of Essential Purpose. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

INSURANCE. During the Term of this Agreement and for one (1) year thereafter, Nota shall maintain commercially reasonable insurance coverage customary for a software-as-a-service provider of its size and nature, including commercial general liability, technology errors and omissions, and cyber or network security liability coverage.

10.1 Coverage Amounts. Such insurance shall be maintained with reputable insurers and with coverage limits appropriate to Nota’s risk profile and market practice for similarly situated SaaS companies.

10.2 Proof of Insurance. Upon Customer’s written request, Nota shall provide a certificate of insurance evidencing the coverage required under this Section.

10.3 No Limitation of Liability Expansion. The insurance maintained by Nota pursuant to this Section is for Nota’s own benefit and shall not be construed to limit or expand Nota’s liability or indemnification obligations under this Agreement.

11.1 Relationship of the Parties. The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or fiduciary relationship between the Parties. Neither Party has authority to bind the other or incur obligations on the other’s behalf.

11.2 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

11.3 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other Party, except that Nota may include Customer’s name and logo in its customer lists and marketing materials unless Customer expressly opts out in writing.

11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by a nationally recognized overnight courier, or sent by email to the addresses specified in the applicable Order Form, provided that email notices of breach or termination must also be sent by overnight courier.

11.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws specified in the applicable Order Form, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such jurisdiction.

11.6 Force Majeure. Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, failures of utilities or networks, or governmental actions, provided that the affected Party uses commercially reasonable efforts to resume performance.

11.7 Waiver and Severability. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

11.8 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party. Headings are for convenience only and shall not affect interpretation.

11.9 Entire Agreement; Amendment. This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties. 

11.10 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures shall be deemed to have the same legal effect as original signatures.