Subscription Agreement
This Subscription Agreement (“Agreement”) consists of the terms set forth below and the Order Form that incorporates these terms by reference (“Order Form”). It is entered into by and between AI Ekip (“AI Ekip”, “we”, “us”, or “our”) and the customer identified in the associated Order Form (“Customer”). The “Effective Date” of this Agreement is the date on which both Parties have executed the Order Form. AI Ekip and Customer are collectively referred to herein as the “Parties” and individually as a “Party.”
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING AN “I ACCEPT” BUTTON OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF ITS TERMS. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (i) YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF THE ENTITY, AND (ii) THE ENTITY HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR WEBSITE OR ANY OF OUR SERVICES.
1. Provision of Service
1.1. Provision Generally
Upon execution of the Order Form by both Parties, and for the duration of the Subscription Term (as defined in Section 5.1), AI Ekip will provide Customer with access to its platform, which includes a suite of AI digital workers—such as our Pre-Defined Assistants (Job Application Assistant, Health Advisor, Crypto Influencer, General Assistant, and others), Custom AI Agents, and integrations (via platforms like Telegram, Slack, and our proprietary SaaS solutions) (collectively, the “Service”). Customer acknowledges that it is responsible for obtaining its own Internet access and any hardware or software necessary to use the Service.
1.2. Grant of Rights
Subject to the terms of this Agreement, AI Ekip grants Customer a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for Customer’s internal business purposes during the Subscription Term. Use of the Service is subject to any quotas or usage limits specified in the Order Form. All rights not expressly granted herein remain with AI Ekip and its licensors.
1.3. Eligibility Requirements
By entering into this Agreement, Customer represents and warrants that:
(a) it has all necessary rights and authority to enter into and perform its obligations hereunder;
(b) any data provided (“Customer Data”) is within its legal rights to use and is accurate, complete, and current; and
(c) its use of the Service will comply with all applicable laws and regulations.
1.4. Restrictions
Customer shall not, and shall not permit any third party to:
- Access or use the Service beyond the scope permitted under this Agreement;
- Alter, modify, reverse engineer, decompile, or disassemble any part of the Service or its underlying technology;
- Employ any unauthorized automated means (e.g., bots, scrapers) to access or aggregate data from the Service, except as necessary for Customer’s data backup;
- Create derivative works based on the Service or remove any proprietary notices; or
- Use the Service to develop a competitive product or service, or to copy any features, functionalities, or graphical elements of the Service.
Customer is responsible for safeguarding all account credentials, API keys, or other access tokens provided by AI Ekip and must promptly notify us of any unauthorized use.
1.5. Customer Cooperation
Customer agrees to cooperate reasonably with AI Ekip by providing timely access to necessary information, approvals, or materials, and by assisting in the resolution of any issues that may arise in connection with the Service.
2. AI Ekip Technology & Ownership
2.1. AI Ekip Technology
In providing the Service, AI Ekip utilizes its proprietary technology—including software, hardware, algorithms, user interfaces, and associated documentation (collectively, “AI Ekip Technology”). This technology is continuously updated to ensure reliable and efficient service delivery.
2.2. Ownership
Customer acknowledges and agrees that all right, title, and interest in and to the Service and AI Ekip Technology (including any modifications, improvements, or enhancements thereto) remain the exclusive property of AI Ekip or its licensors. Customer retains all right, title, and interest in and to its own data (“Customer Data”), and no rights or licenses under any AI Ekip intellectual property are granted except as expressly provided herein.
3. Fees, Payments, and Taxes
3.1. Fees
Customer shall pay the monthly or annual fees specified in the Order Form in accordance with the payment terms therein. If not otherwise specified, payments are due net 30 days from the date of invoice.
3.2. Increases
AI Ekip reserves the right to adjust its fees with at least 90 days’ prior written notice. Any fee increases will take effect at the beginning of the next Renewal Term.
3.3. Taxes
All fees are exclusive of any sales, use, value-added, or other taxes, duties, or charges imposed by any governmental authority. Customer is responsible for paying all applicable taxes, except for taxes on AI Ekip’s income.
3.4. Late Payments
If Customer fails to pay when due, interest will accrue on the overdue amount at the lesser of 1.5% per month or the highest rate permitted by applicable law, compounded monthly. Customer shall reimburse AI Ekip for all costs incurred in collecting any overdue amounts.
4. Term & Termination
4.1. Term and Automatic Renewal
The initial subscription term (“Initial Subscription Term”) commences on the Effective Date and continues for the period specified in the Order Form. Thereafter, the Agreement will automatically renew for successive periods equal to the Initial Subscription Term (“Renewal Term”), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
4.2. Termination for Breach
Either Party may terminate this Agreement upon written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days of receipt of notice.
4.3. Effects of Termination
Upon termination of this Agreement:
(a) All rights granted to Customer under this Agreement will immediately cease, and AI Ekip will disable Customer’s access to the Service;
(b) Customer must immediately cease all use of the Service; and
(c) AI Ekip shall, unless otherwise required by law, delete all Customer Data and any related End User Data. Notwithstanding termination, any obligations accrued prior to termination shall survive.
5. Customer Data & Data Security
5.1. Data Ownership and Use
Customer retains all right, title, and interest in and to its Customer Data. AI Ekip is granted a limited, non-exclusive, non-transferable right to use, process, and store Customer Data solely to provide the Service. AI Ekip will use industry-standard security measures to safeguard Customer Data.
5.2. Compliance
Customer is solely responsible for the accuracy, quality, and legality of its Customer Data. Customer shall not upload any data that infringes on intellectual property rights, violates applicable laws, or is otherwise objectionable.
5.3. Data Processing
Any processing of personal data contained in Customer Data will be subject to AI Ekip’s Privacy Policy and, if applicable, a separate Data Processing Agreement.
6. Service Warranty, SLA, and Disclaimer
6.1. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AI EKIP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, AND ACCURACY. CUSTOMER ACKNOWLEDGES THAT AI EKIP DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE.
6.2. Third-Party Providers
Customer acknowledges that the Service may be hosted or delivered in part by third-party providers. AI Ekip shall not be held responsible for any issues arising from the performance or availability of these third-party services.
7. Limitations of Liability
7.1. Disclaimer of Indirect Damages
EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO PAY FEES, (B) INDEMNIFICATION OBLIGATIONS, AND (C) CLAIMS RELATED TO INTELLECTUAL PROPERTY OR CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, PROFITS, OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE.
7.2. Damages Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI EKIP’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER DURING THE CURRENT SUBSCRIPTION TERM, EXCLUDING INDEMNIFICATION, INTELLECTUAL PROPERTY, OR DATA PROTECTION CLAIMS.
7.3. Basis of the Bargain
The Parties agree that the limitations of liability contained in this Section are a fundamental basis of the bargain and have been taken into account in the fees and other terms of this Agreement.
8. Indemnification
8.1. AI Ekip Indemnification
AI EKIP shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees (“Customer Indemnified Parties”) from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from a claim that the Service infringes any third-party intellectual property or proprietary rights, provided that such claim is not attributable to Customer’s misuse of the Service or its data.
8.2. Customer Indemnification
Customer shall defend, indemnify, and hold harmless AI EKIP and its officers, directors, employees, and agents (“AI EKIP Indemnified Parties”) from and against any third-party claims arising out of Customer’s misuse of the Service or the provision of inaccurate, unlawful, or infringing Customer Data.
8.3. Indemnification Process
Each indemnified Party shall promptly notify the indemnifying Party of any claim for which indemnification is sought. The indemnifying Party shall have control over the defense and settlement of such claim, and the indemnified Party shall cooperate reasonably, provided that no settlement shall be reached without the indemnified Party’s prior written consent (which shall not be unreasonably withheld).
9. Confidentiality
9.1. Definitions
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is either clearly designated as confidential or should reasonably be understood to be confidential under the circumstances. Confidential Information includes, without limitation, technical data, business plans, product designs, customer information, and, in this Agreement, the terms herein.
9.2. Obligations
Each Party agrees to:
(a) Maintain the confidentiality of the other Party’s Confidential Information;
(b) Use such information solely as necessary to perform its obligations under this Agreement; and
(c) Restrict disclosure to employees or contractors who need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.
9.3. Exclusions and Permitted Disclosures
Confidential Information does not include information that:
(i) is or becomes publicly known through no breach of this Agreement;
(ii) was in the Receiving Party’s possession prior to disclosure;
(iii) is independently developed without use of the Disclosing Party’s Confidential Information; or
(iv) is rightfully received from a third party without an obligation of confidentiality. Additionally, either Party may disclose Confidential Information if required by law, provided that the disclosing Party is given prompt notice (if legally permitted) and an opportunity to seek protective measures.
9.4. Return or Destruction
Upon termination of this Agreement, each Party shall return or, at the Disclosing Party’s option, destroy all Confidential Information of the other Party, except as may be required by law or retained in backup systems under standard procedures.
9.5. Feedback
Any suggestions or feedback provided by Customer regarding the Service (“Feedback”) shall be deemed non-confidential and may be used by AI EKIP without restriction.
10. Miscellaneous
10.1. Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to its affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement and the non-assigning Party is given prior written notice.
10.2. Entire Agreement; Precedence; Amendments
This Agreement, including the Order Form, constitutes the entire understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings. In the event of any conflict between this Agreement and the Order Form, the Order Form shall prevail with respect to pricing and payment terms, but not the fundamental rights and obligations set forth herein. Any amendments must be in writing and signed by both Parties.
10.3. Notices
Any notice required or permitted under this Agreement shall be in writing and deemed delivered when sent by email to the addresses provided in the Order Form (or such other addresses as may be designated by written notice).
10.4. Force Majeure
Neither Party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including natural disasters, acts of government, or failures of telecommunications or internet services, provided that the affected Party gives prompt notice and makes reasonable efforts to overcome the delay.
10.5. Choice of Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction]. In the event of any dispute (“Dispute”) arising out of this Agreement, the designated representatives of the Parties shall attempt to resolve the matter in good faith. If unresolved within five business days, the dispute shall be escalated to senior management. Failing resolution through internal negotiation, either Party may submit the Dispute to the appropriate court in [Insert Jurisdiction].
10.6. Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship.
10.7. Waiver and Severability
No waiver of any term of this Agreement shall be effective unless in writing and signed by the Party waiving the term. If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are provided solely for convenience and shall not affect the interpretation of the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Subscription Agreement as of the Effective Date.
For AI Ekip: [email protected]
Effective Date: 02/25/2025