This Master Service Agreement (the “Agreement” or “MSA”) governs access to and use of the Actioneer software-as-a-service platform. It is entered into between Glitchcraft, Inc. (d/b/a “Actioneer”) and the customer entity that accepts these terms or executes an Order Form referencing this Agreement (“Customer”). By accessing or using the Service, Customer agrees to be bound by this Agreement.
Unless otherwise stated or unless the context otherwise requires, each capitalized term will have the meaning set out below.
| “AI Features” | means the proprietary technology stack provided by Actioneer as part of the Service, including but not limited to multi-agent orchestration models, Large Language Model (LLM) integrations, generative AI capabilities, automated data-parsing algorithms, and predictive insight tools. |
| “Authorized Users” | means those specific employees, consultants, or individual independent contractors of Customer who are expressly authorized by Customer to access the Service and for whom a unique login has been created subject to the number of Seats purchased under the applicable Order Form. The Customer shall remain vicariously liable for all acts or omissions of its Authorized Users as if they were the acts of the Customer. |
| “Connectors” | means the application programming interfaces (APIs), software bridges, and proprietary integrations developed and maintained by Actioneer to enable data interoperability between the Service and third-party platforms (including but not limited to Snowflake, Google BigQuery, or Slack). |
| “Customer Data” | means all proprietary data, electronic information, or materials submitted by or on behalf of the Customer to the Service. Customer Data expressly excludes Usage Data. |
| “Data Protection Addendum” or “DPA” | means the Actioneer Data Processing Addendum available in the Appendix, which is hereby incorporated by reference and forms an integral part of this Agreement. |
| “Input” | means any prompts, queries, text, structured data, or documents uploaded or transmitted into the AI Features by an Authorized User. |
| “Order Form” | means a written order or ordering document executed or accepted by the Parties that references this Agreement and sets forth the Services, Fees, Term, applicable usage entitlements, and other relevant terms. |
| “Output” | means the specific responses, text, visualizations, or data summaries generated by the AI Features specifically for the Customer in direct response to an Input. |
| “Service” | means the Actioneer software-as-a-service platform, including the multi-agent model architecture, the user interface, documentation, and any updates or versions released by Actioneer during the Term, as specified in the applicable Order Form. |
| “Seats” | are licenses issued to designated individuals and may not be shared or used by more than one individual, though they may be reassigned to new individuals replacing former ones who no longer require use of the Service. |
| “Usage Credits” or “Tokens” | means the non-refundable, non-monetary units of measure used to quantify Customer’s consumption of AI Features. Tokens represent a limited right to access certain features of the Services as determined by Actioneer and do not constitute “stored value,” “currency,” or “prepaid payment instruments” under applicable law. |
| “Usage Data” | means all technical and performance data, metadata, and logs generated by the Service in connection with Customer’s use of the platform. This includes, without limitation: (i) technical information regarding the manner in which Customer’s systems interface with the Service; (ii) statistical data regarding the volume, frequency, and types of queries or Inputs processed; (iii) feature usage patterns and performance metrics; and (iv) de-identified or aggregated data derived from the operation of the AI Features. Usage Data does not include the raw, identifiable content of Customer Data or Output. As between the parties, all right, title, and interest in and to Usage Data belongs to Actioneer. |
Subject to the terms and conditions of this Agreement and the applicable Order Form, Actioneer hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as permitted under this Agreement), and revocable right to access and use the Service during the Term. This right is granted solely for Customer’s internal business operations and is limited by the specific entitlements set forth in the Order Form.
The access to the Service shall be restricted to the specific number of Authorized Users identified in the Order Form. Customer shall be solely responsible for: (i) all activity occurring under its Authorized User accounts; (ii) maintaining the strict confidentiality of all usernames and passwords; and (iii) ensuring that all use of the Service by its Authorized Users complies with this Agreement. Customer shall immediately notify Actioneer of any actual or threatened unauthorized use or security breach.
Customer shall not, and shall not permit any third party (including Authorized Users) to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, prompts, or algorithms of the Service or any software, documentation, or data related to the Service; (ii) access or use the Service in order to build a competitive product or service, or to scrape or harvest data to train a competing AI model; (iii) disclose or publish any performance or benchmark tests, or hallucination rates relating to the Service without Actioneer’s prior, express written consent; (iv) use the Service to store, transmit, or process material that is infringing, libelous, or otherwise unlawful, or to upload any data for which Customer does not have the requisite authorisations or legal consents; (v) use any robot or other automated device or manual process to monitor or copy the Service or its content; or (vi) bypass or breach any security device, token-metering system, or hard-stop limit implemented by Actioneer to manage usage capacity.
As between Actioneer and Customer, Customer owns all right, title, and interest in and to all Customer Data. The Customer hereby grants Actioneer a worldwide, non-exclusive, royalty-free, and sub-licensable license to host, copy, transmit, and display the Customer Data solely as necessary: (i) to provide, maintain, and improve the Service; (ii) to prevent or address service or technical problems; and (iii) as expressly permitted in writing by Customer. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired such data.
Subject to Customer’s payment of all applicable Fees, Actioneer hereby assigns to Customer all right, title, and interest in and to the Output. The Customer represents and warrants that it has all necessary rights to provide the Input to the Service and that the Input does not infringe any third-party intellectual property rights. Customer acknowledges that due to the nature of machine learning, Output may not be unique across users and the Service may generate the same or similar output for Actioneer or other third parties.
Actioneer retains all right, title, and interest (including all intellectual property rights) in and to: (i) the Service, the Connectors, and all underlying software, algorithms, and multi-agent architectures; (ii) any Usage Data; (iii) all system prompts, agent configurations, and specialized tuning developed by Actioneer; and (iv) any improvements, enhancements, or modifications to the foregoing, regardless of whether such improvements were prompted by Customer feedback (“Feedback”). Customer hereby assigns all right, title, and interest in any Feedback provided to Actioneer.
Notwithstanding anything to the contrary in this Agreement, Customer agrees that Actioneer may use Usage Data and aggregated and any de-identified data (derived from Customer Data) for the purposes of training, tuning, and improving Actioneer’s multi-agent models and AI Features. Actioneer shall ensure that any data used for training is anonymized and de-identified such that it cannot be associated with the Customer or any individual user. Actioneer shall not use Customer’s Confidential Information or raw Customer Data to train models in a manner that would allow the Service to replicate Customer’s specific proprietary business logic or competitive secrets for the benefit of other Actioneer customers. Actioneer undertakes not to engage in any sale of Customer Data provided to it. Notwithstanding any provision in the DPA, Actioneer may use Usage Data and aggregated/anonymized data for the purposes of improving its AI models and platform performance, provided such data is de-identified and no longer constitutes personal data under applicable law. Actioneer shall not use raw Customer Data to train its foundation models in a manner that allows the Output of such models to be accessible by other Actioneer customers.
Customer shall use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations. This includes, without limitation, compliance with applicable anti-corruption laws and applicable data protection laws.
The Customer represents and warrants that: (i) it has obtained all necessary rights, licenses, and consents required to upload, process, and analyze Customer Data via the Service; and (ii) unless otherwise agreed in a signed writing, the Customer shall not upload or process “Sensitive Personal Data” (such as health records, biometric data, or government identifiers like Social Security Numbers). Actioneer disclaims all liability for the processing of such data if uploaded in violation of this Clause.
The Service may interact with third-party platforms (e.g., Google BigQuery, Slack) via Connectors. The Customer’s use of third-party platforms is governed solely by the agreement between Customer and the relevant third-party provider. Actioneer is not responsible for any changes to, or unavailability of, third-party platforms. If a third-party provider ceases to make its platform available for integration with the Service on reasonable terms, Actioneer may cease providing such features without entitling Customer to any refund or credit. By enabling a Connector, Customer expressly authorizes Actioneer to access and read the data from the third-party platform account as necessary to provide the Service. Actioneer shall have no liability for any performance issues, data inaccuracies, or service interruptions resulting from Customer’s misconfiguration, security settings, or access restrictions within such third-party platforms. It is Customer’s sole responsibility to ensure that Actioneer’s Connectors maintain the necessary permissions and network access to function as intended.
Customer shall provide such cooperation and information as Actioneer may reasonably request to verify Customer’s compliance with this Agreement or as required by any governmental authority or court order.
Customer shall pay Actioneer the fees set forth in the applicable Order Form (“Fees”). Except as otherwise specified herein or in an Order Form: (i) Fees are quoted and payable in United States Dollars; (ii) payment obligations are non-cancellable and Fees paid are non-refundable; and (iii) unless otherwise agreed between the Parties, the quantities purchased (including Seats and Tokens) cannot be decreased during the relevant Subscription Term.
Usage of AI Features is metered solely by Actioneer’s internal logging systems, which shall serve as the final dashboard in the event of a dispute. Unless otherwise specified in an Order Form, unused Tokens at the end of a billing cycle shall roll over to the subsequent period. However, all unused Tokens shall expire and be forfeited upon: (i) the expiration or termination of the applicable Order Form; or (ii) twelve (12) months from the date of purchase, whichever is earlier. Purchased but unused Tokens have no cash value, are not redeemable for any monetary credit, and are non-refundable upon expiration, forfeiture, or termination of the Agreement for any reason. If Customer’s usage exceeds the prepaid Token allotment, Actioneer will automatically provide “Add-on Packs” to prevent service interruption. Such overages will be billed at the rates specified in the Order Form or Actioneer’s then-current standard rates.
By providing credit card or other payment instrument information, Customer expressly authorizes Actioneer to: (i) store the payment credentials on its systems or with a third-party payment processor; and (ii) automatically charge such instrument for all Fees due, including recurring subscription fees, overages, and add-on packs. This authorization shall remain in effect until the Agreement is terminated or Customer provides written notice of a change in payment method. Customer shall maintain valid and updated credit card information at all times. If an auto-charge fails, Actioneer may, in its discretion, retry the charge or invoice the Customer.
Fees are exclusive of all taxes, levies, or duties (including GST, VAT, or sales tax). Customer is responsible for paying all taxes associated with its purchases. If the Customer is required by law to withhold any taxes from its payment to Actioneer, the Customer shall gross up the payment so that Actioneer receives the full amount due under the Order Form.
“Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data and specific business processes revealed via Inputs. Actioneer Confidential Information includes the Service, the Connectors, AI Features, multi-agent model configurations, proprietary prompts, system performance results, and the specific terms of all Order Forms. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation; (iii) is received from a third party without breach of any obligation; (iv) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (v) is de-identified or aggregated Customer Data used by Actioneer in accordance with Clause 3.4 (Model Training and Data Analytics), provided that such data cannot reasonably be used to identify the Customer or any individual.
The Recipient shall: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information of the Discloser to those of its employees, contractors, and advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections not materially less protective than those herein.
The Recipient may disclose Confidential Information of the Discloser to the extent compelled by law, provided the Recipient gives the Discloser prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure.
Upon termination of this Agreement, the Recipient shall, at the Discloser’s option, either return or destroy all Confidential Information in its possession. Notwithstanding the foregoing, the Recipient may retain Confidential Information: (i) contained in archived computer system backups made in accordance with its standard document retention policies; (ii) as required by applicable law, provided that such retained information remains subject to the confidentiality obligations of this Agreement; or (iii) as permitted as per the terms of this Agreement.
Each Party represents and warrants to the other that: (i) it is a corporation or other entity duly organized and validly existing under the laws of its jurisdiction of formation; (ii) it has the full corporate power and authority to enter into this Agreement; and (iii) the execution and delivery of this Agreement does not violate any other agreement to which it is a party.
Actioneer warrants that during the Term, the Service will perform materially in accordance with the applicable documentation provided by Actioneer. Customer’s sole and exclusive remedy for a breach of this warranty shall be for Actioneer to use commercially reasonable efforts to correct the non-conformity.
Customer acknowledges that the Service utilizes AI Features. Accordingly, the Output generated by the Service is probabilistic in nature. Actioneer does not warrant or guarantee the accuracy, completeness, reliability, or timeliness of any Output or insights. The Service and Output do not constitute legal, financial, or professional advice. Customer is solely responsible for verifying the accuracy of all Output before relying on it. Actioneer shall have no liability for any business decisions made, actions taken, or losses incurred by Customer in reliance on the Service or Output. Customer accepts all Output at its own risk. Except for the express warranties in Sections 7.1 and 7.2, the Service and all related components are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Actioneer expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to: (i) any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) that the Service will be uninterrupted, error-free, or free of harmful components; and (iii) any standard of care beyond reasonable commercial secure storage of Customer Data stored by Actioneer.
Actioneer shall defend Customer against any third-party claim, demand, suit, or proceeding (“Claim”) involving infringement of third-party intellectual property rights. Actioneer shall indemnify Customer for any damages, reasonable attorney fees, and costs finally awarded against Customer as a result of such Claim, or for amounts paid by Customer under a settlement approved by Actioneer in writing. Actioneer shall have no liability for any Claim to the extent it arises from: (i) Customer’s use of the Service in combination with software, data, or processes not provided by Actioneer; (ii) Input provided by Customer; or (iii) modifications to the Service made by anyone other than Actioneer. If the Service becomes, or in Actioneer’s opinion is likely to become, the subject of an infringement Claim, Actioneer may, at its option and expense: (i) secure the right for Customer to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing while remaining functionally equivalent; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the affected Service and provide a pro-rata refund of any unused, prepaid Fees.
The Customer shall defend Actioneer against any Claim arising from or relating to: (i) any breach of the provisions contained in Clause 4 (Customer Responsibilities) of this Agreement; (ii) allegations that the Customer Data or Input infringes or misappropriates the intellectual property rights or privacy rights of a third party; and/or (iii) Customer’s use of the Service in violation of applicable law. Customer shall indemnify Actioneer for any damages, attorney fees, and costs finally awarded against Actioneer as a result of such Claim.
To the maximum extent permitted by applicable law, in no event shall either party or its affiliates be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages. This exclusion includes, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, regardless of whether a party was advised of the possibility of such damages and regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
Subject to Section 9.3, the total cumulative liability of either party and its affiliates arising out of or related to this Agreement shall not exceed the total amount paid by Customer to Actioneer under the applicable Order Form in the twelve (12) months immediately preceding the first event giving rise to the liability.
The limitations set forth in Sections 9.1 and 9.2 shall not apply to a breach of usage restrictions or infringement of Actioneer’s intellectual property rights by Customer, or to fraud or gross negligence by a party.
This Agreement commences on the Effective Date and continues until all Order Forms issued hereunder have expired or been terminated in accordance with this Clause 10 (the “Term”).
Either party may terminate this Agreement (including all related Order Forms) for cause: (i) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Notwithstanding the thirty (30) day notice period above, Actioneer may terminate this Agreement or any applicable Order Form immediately upon written notice, without a cure period, in the event of Customer’s breach of Clause 2.3 (Usage Restrictions and Compliance) or Clause 6 (Confidentiality).
Actioneer reserves the right to immediately suspend the Customer’s (and its Authorized Users’) access to the Service, without liability, if: (i) any Fees are overdue by thirty (30) days or more; (ii) Actioneer reasonably determines that Customer’s use of the Service poses a security risk to the Service, Actioneer’s infrastructure, or any other third party; (iii) Actioneer is required to do so by law or a governmental authority; or (iv) Customer is using the Service in a manner that violates Clause 2 (Subscription and Access) or Clause 4 (Customer Responsibilities), including any scraping or reverse engineering attempts. Actioneer will provide Customer with notice of any such suspension as soon as commercially practicable and will restore access once the underlying issue is resolved to Actioneer’s satisfaction.
Upon any expiration or termination of this Agreement: (i) all rights granted to Customer shall immediately cease, and Customer shall stop all use of the Service and Connectors; and (ii) termination shall not relieve Customer of the obligation to pay all Fees accrued or due to Actioneer prior to the effective date of termination.
Within thirty (30) days following the effective date of termination, Actioneer shall, upon written request, delete or de-identify all Customer Data and Output stored on Actioneer’s systems. Notwithstanding the foregoing, Actioneer may retain data as set forth in Clause 6.4 and shall not be required to delete Usage Data, which shall remain the property of Actioneer.
Both Parties shall, at all times, comply with their respective obligations under applicable data protection laws. Customer acknowledges that it acts as the data controller and Actioneer acts as the data processor. Actioneer shall process personal data solely for the purposes of providing the Service, fulfilling its obligations under this Agreement, and in accordance with the DPA. Actioneer shall ensure that any third-party sub-processors are bound by appropriate written agreements for compliance with applicable data protection laws.
Actioneer shall implement and maintain a comprehensive information security program and undertake technical and organizational measures designed to protect the confidentiality, integrity, and availability of Customer Data. In the event of a confirmed security breach, Actioneer shall notify Customer in accordance with the timelines and procedures specified in the DPA and shall provide all reasonable assistance to mitigate any potential harm.
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The Delaware Court of Chancery and/or state and federal courts located in Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form (only to the extent it explicitly overrides a specific section of this MSA); (2) the Data Protection Addendum (if applicable and with respect to data privacy provisions); and (3) this Master Service Agreement.
The following provisions of this Agreement shall survive any expiration or termination of this Agreement: Clause 3 (Intellectual Property and Data Rights); Clause 5 (Fees and Payment) with respect to accrued but unpaid Fees; Clause 6 (Confidentiality); Clause 7 (Warranties and Disclaimers) solely with respect to the disclaimers; Clause 8 (Indemnification); Clause 9 (Limitation of Liability); Clause 10.4 (Effects of Termination); Clause 10.5 (Data Return and Deletion); Clause 11 (Data Privacy and Security); and Clause 12 (General Provisions). Any other provisions that by their nature are intended to survive termination shall also so survive.
Actioneer may modify this MSA from time to time by posting a revised version on its website. Subject to the Order of Precedence, the modified terms will become effective as of the date of posting. Customer’s continued use of the Service after the effective date of a modification will be deemed acceptance of the modified terms.
Unless otherwise specified in an Order Form, Actioneer may identify Customer as a customer of Actioneer and use Customer’s name and logo in Actioneer’s website, marketing materials, and sales presentations. Customer may revoke this right at any time by providing written notice to Actioneer.
Neither party may assign or transfer this Agreement without the other party’s prior written consent.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
This Agreement, including all Order Forms and the DPA (if any), constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Neither party shall be liable for any failure or delay in performance under this Agreement (except for a failure to pay Fees) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, power failures, cloud outages, and third-party service interruptions.
All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the first business day after sending by email. Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer.
Glitchcraft, Inc. (d/b/a Actioneer) · connect@actioneer.com
