Automation Services Agreement

You (“Customer”), individually or as authorized representative of a legal entity, agree to the following terms and conditions (this “Agreement”) regarding certain services to be provided by ACE WORKFLOW, INC., a Delaware corporation (“Ace Workflow,” “we,” “us,” or “our”). Customer agrees to these terms and conditions as of the date of execution (the “Effective Date”) of a proposal (“Proposal”) or Statement of Work (“SOW”) referencing this Agreement.

1. SERVICES; PRICING

Services offered under this Agreement may include the following (collectively, the “Services”):

• Discovery & Consulting – Ace Workflow will identify “pain points” and propose automation solutions.
• Implementation Services – Ace Workflow will implement automations identified in Discovery.
• Support Services – Ace Workflow will provide ongoing and additional support or maintenance in connection with automation implementations.

The scope, frequency, and cost of such services will be detailed in the applicable Proposal or SOW, or Customer’s Ace Work account (see below). Unless otherwise stated in the Proposal or SOW, all deliverables provided in connection with the Services will be deemed accepted if not rejected in writing by Customer within five (5) business days of delivery.

2. INTELLECTUAL PROPERTY

Subject to payment of any associated Fees detailed in the applicable Proposal or SOW, Ace Workflow shall assign ownership to Customer of all original work product created in the course of Services other than Ace IP (collectively, “Work Product”), and all intellectual property rights subsisting therein. Customer acknowledges and agrees that Ace Workflow will retain ownership of all original works, source code, software, inventions, information, documentation, templates, workflows, know-how, trade secrets, models, prompts, and data authored or created by Ace Workflow before the Effective Date (including Ace Work and Ace Workflow’s web properties), as well as any improvements or modifications made thereto in the course of Services (collectively, “Ace IP”). As of the Effective Date, and subject to Customer’s compliance with this Agreement, Ace Workflow hereby grants to Customer and end users authorized by Customer (“Authorized Users”) a non-exclusive, non-transferable, non-sublicensable, limited, perpetual, worldwide, royalty-free right and license to use Ace IP solely to the extent incorporated into, and necessary for the use of, the Work Product. Customer acknowledges that, unless otherwise indicated in the Proposal or SOW, Work Product is cleared for internal, non-public business use only. Except for the rights expressly granted under this Agreement: (i) Customer will not and will not permit any third party to reverse engineer, reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any Ace IP, and (ii) nothing in this Agreement should be construed as transferring any rights in Ace IP to Customer or any third party. Ace Workflow may at its option specify to Customer procedures according to which Customer or its Authorized Users may establish and obtain access to the Ace IP.

For avoidance of doubt, Customer retains ownership of all marks, artwork, images, and logos it provides to Ace Workflow in connection with the Services or use of Ace IP (collectively, “Customer Content”). Customer hereby grants Ace Workflow the right and license to use, host, transmit, modify, and reproduce Customer Content solely for purposes of providing the Services.

3. CUSTOMER DATA

Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute any data provided by Customer in the course of Services (“Customer Data”) for the purpose of performing our obligations under this Agreement. Customer has sole responsibility for the accuracy, quality, and legality of Customer Data.

Customer Data does not include de-identified data pertaining to the usage of Ace IP or templates or components made available to us in the course of providing support or maintenance services (collectively, “Usage Data”). Customer provides its consent for us to use Usage Data for purposes of improving our products and services.

Notwithstanding anything to the contrary in this Agreement, Customer hereby grants us a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to use Customer Data and Usage Data (including data provided by or collected from Authorized Users and End Clients) to create data that is aggregated with data from other customers and de-identified so that it does not identify Customer, any End Client, any Authorized User, or any natural person (“Aggregated Data”). Aggregated Data may include, for example, information about the software and tools used, the steps in and duration of workflows, and where time is lost. As between the parties, we own all rights in Aggregated Data, and Aggregated Data is not Customer Data or Customer’s Confidential Information. We may use and disclose Aggregated Data during and after the term of this Agreement for any lawful business purpose, including (i) to develop and provide benchmarks and comparisons within Ace Work that allow our customers to compare their workflows and results to those of their peers, and (ii) to create, publish, license, and sell reports, analyses, and insights to third parties, including investors, consultancies, and software vendors. We will not disclose Aggregated Data in a form that identifies Customer, any End Client, or any natural person, and we will not attempt to re-identify Aggregated Data or knowingly permit a recipient to do so.

CUSTOMER SHALL NOT PROVIDE TO US DATA PERTAINING TO OR DERIVED FROM ANY NATURAL PERSON (“PERSONAL DATA”) UNLESS SPECIFICALLY AUTHORIZED BY US IN THE APPLICABLE PROPOSAL OR SOW. To the extent we consent to the processing of Personal Data, such processing shall be governed by Ace Workflow’s Data Processing Agreement (https://www.aceworkflow.io/legal/data-processing-agreement), which is incorporated herein by reference.

Processing of Customer Data provided to us in the course of using Ace Work is subject to Ace Workflow’s Terms of Use (https://www.aceworkflow.io/legal/website-terms-of-use)

4. THIRD-PARTY MATERIAL & ARTIFICIAL INTELLIGENCE

Customer acknowledges that the Services and Work Product will rely upon the use of third-party platforms (“Third-Party Platforms”), including artificial-intelligence tools (“AI”). Customer shall be responsible for reviewing and approving the terms and conditions of using any Third-Party Platforms identified in the applicable Proposal or SOW or incorporated into the Work Product.

Customer acknowledges and agrees that Work Product will not function properly if Customer has not maintained the necessary subscription to any necessary Third-Party Platforms. We hereby disclaim any and all liability arising from any errors, downtime, or loss arising from Customer’s use of Third-Party Platforms.

While we will use reasonable efforts to limit harmful output from AI while developing and testing Work Product, we hereby disclaim any liability arising from AI input or output generated by Customer in connection with the Work Product.

5. ACE WORK

(a) At Customer’s option, Services will include access to Ace Workflow’s software-as-a-service platform Ace Work, which, except as provided in Section 5(b), may be used for Customer’s internal business purposes. The terms and conditions of use of Ace Work are governed by Ace Workflow’s Terms of Use (https://www.aceworkflow.io/legal/website-terms-of-use). If the Terms of Use conflict with this Agreement, this Agreement controls. Through Ace Work, Customer can generate additional Proposals and track and purchase additional Services. Subject to payment of an agreed-upon license fee (charged on a per-user basis) and a configuration fee set forth in an invoice or SOW, we will configure a customized version of Ace Work for internal use (an “Ace Work Customization”). Unless otherwise stated in the applicable invoice or SOW, Ace Work Customizations are licensed to Customer for use on a month-to-month basis. All Ace Work Customization licenses will automatically renew month-to-month at the same monthly rate until Customer terminates this Agreement as set forth herein. We may revoke access to Ace Work Customizations if license payments are more than 30 days late.

(b) Ace Work OS

(i) At Customer’s option, and subject to payment of the fees set forth in the applicable invoice or SOW, we will make available a white-labeled version of Ace Work (“Ace Work OS”) that allows Customer to give clients and other third parties that Customer engages (“End Clients”) access to Customer’s instance of Ace Work in connection with Customer’s own consulting, advisory, or automation engagements for those End Clients. Ace Work OS is an Ace Work Customization, and the personnel of each End Client who access Ace Work OS are Authorized Users.

(ii) During the term of the applicable SOW or invoice, we grant Customer a non-exclusive, non-transferable, non-sublicensable, limited license to (i) configure Ace Work OS with Customer’s interview question sets, methodology, and branding, and (ii) permit End Clients to access and use Ace Work OS solely in connection with Customer’s engagement of that End Client. Customer shall not sublicense, resell, or otherwise make Ace Work OS available to any person other than an End Client, shall not permit any End Client to do so, and shall not use Ace Work OS to create, offer, or support any product or service that competes with Ace Work. Customer’s question sets and methodology materials that Customer provides are Customer Data, and Customer’s names, marks, and logos displayed in Ace Work OS are Customer Content.

(iii) Branding; Ace IP. Ace Work OS may display Customer’s branding, but we retain all right, title, and interest in Ace Work OS and the Ace IP. Customer shall not remove or obscure any proprietary rights notice or legal terms in Ace Work OS, and shall not represent to any person that Customer owns Ace Work or the Ace IP.

(iv) End Clients. Customer is solely responsible for its relationship and agreement with each End Client, including the fees Customer charges and the services, advice, and recommendations Customer provides. Before giving an End Client access to Ace Work OS, Customer shall enter into a written agreement with that End Client that (i) binds the End Client to terms at least as protective of Ace Workflow and the Ace IP as this Agreement and our Terms of Use, (ii) provides that Ace Workflow has no liability to the End Client and that the End Client will look solely to Customer for any claim relating to Ace Work OS, and (iii) acknowledges our rights in Aggregated Data under Section 3. Customer is responsible for the acts and omissions of each End Client and its personnel as if they were Customer’s own. Unless an SOW states otherwise, we have no obligation to provide Services or support to any End Client.

(v) Personal Data and consents. Notwithstanding the restriction on Personal Data in Section 3, Customer may submit through Ace Work OS the Personal Data of End Clients’ personnel that is reasonably necessary to use Ace Work OS, such as interview responses, transcripts, recordings, and contact details, and our processing of that Personal Data is governed by the Data Processing Agreement referenced in Section 3. Customer shall ensure that each End Client has given all notices to, and obtained all consents from, its personnel that applicable law requires for that processing, including AI-assisted interviews and the recording and transcription of voice input.

(vi) Suspension; end of access. We may suspend access to Ace Work OS for any End Client whose use violates this Agreement or our Terms of Use or threatens the security or operation of Ace Work. When this Agreement or Customer’s license to Ace Work OS terminates or expires, all End Client access to Ace Work OS will end, and Customer is responsible for notifying its End Clients.

(vii) Indemnity. Customer shall indemnify, defend, and hold harmless Ace Workflow, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, licensors, and suppliers from and against all losses, liabilities, damages, and costs incurred by them in connection with any claim by an End Client or other third party arising from Customer’s engagements with End Clients, Customer’s services, advice, or recommendations, Customer’s branding, or an End Client’s breach of its agreement with Customer, except to the extent the claim is covered by our indemnity in Section 8.

6. PAYMENT

Customer shall pay us the total amount specified in each applicable invoice issued by us for Services (“Fees”), according to the terms specified therein. Fees are based on Services purchased under the applicable Proposal or SOW and not actual usage. Unless otherwise agreed in writing, support services are invoiced in quarter-hour increments on a monthly basis.  Payment obligations are non-cancelable, and Fees paid are non-refundable except as otherwise outlined herein.  Quantities of Services purchased cannot be decreased during the applicable term of any licenses or support agreements. Customer shall be responsible for any applicable taxes payable in connection with the Fees or Services, other than taxes levied or imposed based upon our income.  Any such taxes will be invoiced as incurred.

7. WARRANTIES

Customer warrants and represents that:

a) The signatory to any SOW or Proposal has the right and power to enter into and fully perform this Agreement;

b) Customer Content and Customer Data may be used for purposes of providing the Services and creating and using Aggregated Data as described in Section 3 without violating applicable laws and without misappropriating or infringing upon the rights of third parties; and

c) Customer has given all notices to, and obtained all consents from, Authorized Users, End Clients, and their personnel that applicable law requires for the collection and processing of Customer Data (including through AI-assisted interviews and the recording and transcription of voice input) and for the creation and use of Aggregated Data as described in Section 3.

We warrant and represent that:

a) We have the right and power to enter into and fully perform this Agreement;

b) The final Work Product will materially conform to all specifications set out in the applicable SOW or Proposal;

c) To the best of our knowledge, your lawful use of the Work Product and Ace IP, as contemplated under this Agreement, will not misappropriate or infringe upon the registered intellectual-property rights of any other person or entity; and

d) Upon final delivery, no portion of the Work Product or Ace IP contains or will contain any protection feature designed to prevent its use, including without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Work Product, supporting software, or computer system on which the Work Product is hosted.

OTHER THAN THE EXPLICIT WARRANTIES DETAILED ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND ACE IP, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SECURITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT.  WE DO NOT WARRANT THAT USE OF THE ACE IP WILL BE ERROR-FREE OR UNINTERRUPTED.

8. LIABILITY

We shall indemnify, defend, and hold harmless Customer from and against all losses, liabilities, damages, and costs incurred by Customer in connection with our infringement or misappropriation of a registered third-party copyright or trademark; provided that such infringement or misappropriation is not caused by Customer’s modification to Work Product or unauthorized use of Ace IP or Work Product. Customer shall indemnify, defend, and hold harmless Ace Workflow, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, licensors, and suppliers from and against all losses, liabilities, damages, and costs incurred by them in connection with any claim that Ace Workflow’s authorized use of Customer Content or Customer Data infringes on a third party’s rights or violates applicable law.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE ARISING FROM ACE WORKFLOW’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE CUMULATIVE LIABILITY OF ACE WORKFLOW TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT AND THE RELATED SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO ACE WORKFLOW BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM AND TERMINATION

This Agreement will remain in effect until terminated as set forth below. Sections 2, 3, 5(b)(vii), 8, 9, 10, 11, and 12 shall survive termination of this Agreement. Either party may terminate  this Agreement upon thirty (30) days prior written notice to the other party. Upon termination, all fees earned and expenses incurred by us up until the effective date of termination will immediately become due.

10. CONFIDENTIALITY

Both Customer and Ace Workflow acknowledge that a party hereto (“Receiving Party”) may receive in the course of Services certain non-public information concerning the business, operations, initiatives and/or other affairs of the other party (“Disclosing Party”) which may be sensitive in nature and/or of great value to Disclosing Party (such information “Confidential Information”). Confidential Information includes: (i) information relating to Ace IP or Services, (ii) Customer Content and Customer Data (but not Aggregated Data), (iii) proprietary information, techniques, cloud and software architectural structure, processes, software programs, financial information, business and contractual relationships, business forecasts, marketing plans, unreleased products and services, and information the Disclosing Party provides regarding third parties, or (iv) information otherwise labeled or marked as confidential or proprietary or reasonably ought to be treated as confidential under the circumstances surrounding disclosure.

The Receiving Party agrees not to use Confidential Information in any manner which could adversely affect the Disclosing Party.  Without limiting the generality of the foregoing, Receiving Party further agrees not to disclose any Confidential Information or any of the terms or conditions of this Agreement (including this Agreement in its entirety or any documents delivered in accordance herewith) to any third party except under the following circumstances (a) to Receiving Party’s legal and financial advisors who need to know such information in order to render services on behalf of Receiving Party; (b) its employees, affiliates, subcontractors, and other representatives to carry out its obligations under this Agreement, or (c) as required by law or legal order. The Receiving Party shall, and shall procure that any sub-contractors shall, impose obligations in terms equivalent to those in this Section on their respective personnel.

In the event Receiving Party determines that disclosure of Confidential Information or any of the terms or conditions of this Agreement is warranted or required pursuant to this Section, Receiving Party shall first provide prompt prior written notice to the Disclosing Party in writing at least ten (10) calendar days prior to the proposed date of any such disclosure.

Receiving Party agrees that the remedy at law for breach of this Section is inadequate and that the Disclosing Party, in addition to any other remedy, can seek appropriate injunctive relief from an appropriate court or arbitrator, at its election.

Disclosing Party acknowledges that Confidential Information shall not include any information that: (i) is or becomes available to the public other than as a result of disclosure by Receiving Party or its representatives prohibited by this Agreement; (ii) is made available to the Receiving Party by a third party who is lawfully in possession of such information, and who is not in violation of any confidentiality obligation in favor of the Disclosing Party; (iii) the Receiving Party can show by written record was available to or in possession of the Receiving Party, free of any confidentiality obligation known to the Receiving Party at the time of disclosure or availability, prior to disclosure of such information by the Disclosing Party or (iv) is independently developed by the employees or agents of the Receiving Party without the use of Confidential Information provided by the Disclosing Party.

The parties acknowledge that the personnel of each party have unique and direct access to Confidential Information. Accordingly, for the term of this Agreement and twelve (12) months thereafter, neither party shall (directly or indirectly) solicit the other party’s employees or contractors with intent of having any such employee or contractor reduce or terminate their business relationship with such other party. The forgoing shall not restrict a party from accepting an unsolicited response to a public job posting.

11. CONSENT

By entering into this Agreement, Customer hereby grants us and our authorized service providers explicit consent to record and transcribe any telephone or other voice-based communications initiated by Customer, Ace Workflow, or their respective authorized representatives (collectively, "Calls"). This consent extends to the collection, storage, processing, and analysis of these recordings and transcriptions for the following purposes:

• Quality Assurance: To monitor and improve the quality of Services  and customer support.
• Training: To train our staff and enhance their ability to serve customers effectively.
• Dispute Resolution: To maintain accurate records of communications that may be relevant in the event of a disagreement or dispute.
• Compliance: To comply with applicable legal and regulatory obligations.
• Service Improvement: To analyze call content and identify trends to improve our products, services, and processes.

Customer understands and agrees that:

• Customer has the right to refuse to consent to call recording and transcription.
• We will take reasonable measures to secure and protect recorded calls and transcriptions in accordance with our Privacy Policy (https://aceworkflow.io/legal/privacy).
• We may retain these recordings and transcriptions for as long as necessary to fulfill the purposes outlined above, or as required by law.
• This consent is ongoing and applies to all future Calls unless explicitly withdrawn by Customer in writing.

If Customer does not wish to have Calls recorded and transcribed, Customer must inform the representative at the beginning of the call.

12. MISCELLANEOUS

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without our prior written consent. Any attempted transfer or assignment in violation hereof will be null and void. There are no third-party beneficiaries to this Agreement. This Agreement, together with any amendments and any additional agreements Customer may enter into with us in connection with Services or Ace IP, as well as Ace Workflow’s Data Processing Agreement, will constitute the entire agreement between us and Customer concerning the subject matter thereof. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. All disputes in connection with this Agreement shall be commenced in the state and federal courts located in New York County, New York, and the parties hereby consent to the jurisdiction of such courts.

If Customer has any questions about this Agreement, please contact us at team@aceworkflow.io