MASTER SERVICE AGREEMENT


Last Updated: April 1, 2022


THIS MASTER SERVICE AGREEMENT (THIS “AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION, ACCESS, AND USE OF THE SOFTWARE AS A SERVICE PLATFORM PROVIDED BY USAGEAI (“COMPANY”). CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. COMPANY AND CUSTOMER ARE SOMETIMES REFERRED TO IN THIS AGREEMENT COLLECTIVELY AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY.” 


BY CREATING AN ACCOUNT, SUBMITTING A PURCHASE ORDER OR OTHER ORDERING DOCUMENT TO COMPANY FOR THE SERVICE, CLICKING A BOX INDICATING ACCEPTANCE, OR ACCESSING OR USING THE SERVICE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT AND THE COMPANY’S PRIVACY POLICY (AVAILABLE AT https://www.usage.ai/policy.html), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE. THIS AGREEMENT IS MADE AND ENTERED INTO AS OF THE DATE THAT CUSTOMER ACCEPTS THIS AGREEMENT OR OTHERWISE CREATES AN ACCOUNT, SUBMITS A PURCHASE ORDER OR OTHER ORDERING DOCUMENT TO COMPANY FOR THE SERVICE, CLICKS A BOX INDICATING ACCEPTANCE, OR ACCESSES OR USES THE SERVICE (“EFFECTIVE DATE”).  

2.4 Authorized Users.  Customer acknowledges and agrees that it is responsible for all use or misuse of the Service or the Program by its Authorized Users, and a breach by any such Authorized User of any term of this Agreement shall be deemed a breach by Customer.  As between the Parties, Customer agrees that it is responsible for notifying and obtaining the agreement of such Authorized Users to the restrictions with respect to the Service and the Program.  Company reserves the right to immediately suspend any or all Authorized Users’ access to the Service and/or Program if Company believes, in its sole discretion, that an Authorized User has misused the Service and/or Program. Customer shall notify Company if Customer wishes to add Authorized Users; Customer may accept or deny such request in its sole discretion.  

2.5 Feedback.  From time to time, Customer and its Authorized Users may provide to Company (either on its own accord or at the request of Company) feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Service or the Program (collectively, “Feedback”).  Customer agrees that Company shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Customer or its Authorized Users.  

2.6 BuyBack Program. Subject to Customer’s compliance with the terms and conditions of this Agreement (including, without limitation, the payment of all Fees due thereunder), Customer may apply to receive additional services from Company relating to the Program. Customer’s acceptance and participation in the Program shall, at all times, be subject to Company’s approval and Customer’s compliance with this Agreement and the additional terms and conditions set forth in Exhibit A. 

2.6 Data. Company will solely and exclusively own the Analytical Data, and Customer hereby assigns to Company all of its right, title, and interest in and to the Analytical Data, including all intellectual property rights therein. To the extent any of the right, title and interest in and to Analytical Data cannot be assigned by Customer to Company, Customer hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. Customer hereby acknowledges and agrees that (i) the Service only collects general usage data relating to Customer’s use and operation of the Service and its Cloud Resources (including CPU utilization, instance metadata tags, reservation information, and information relating to Customer’s compute savings plans), and (ii) Customer will at all times be solely responsible and liable for the security, collection, import, and export of any and all Customer data and information residing on its Cloud Resources.   

5.2  Exclusions  Company shall have no liability hereunder if the actual or alleged infringement results from (a) Customer’s or its Authorized Users’ breach of this Agreement, (b) any modification, alteration or addition made to the Service or any use thereof, including any combination of the Service with software or other materials not provided by Company, (c)  Customer’s or its Authorized Users’ failure to use any corrections or modifications made available by Company that would not result in any material loss of functionality, (d) use of the Service in a manner or in connection with a product or data not contemplated by this Agreement, or (e) any settlements entered into by Customer or costs incurred by Customer for such claim that are not pre-approved by Company in writing.

BuyBack Program Terms and Conditions

1.3 Further Assurances; Failure to Transfer.  Customer shall promptly execute all documents, papers, forms, and authorizations, and take such other actions as are necessary to effectuate the transfer of ownership and control of the AWS Reserved Instance and/or AWS Savings Plan to the applicable Purchaser (as defined below), and cause the AWS Reserved Instance and/or AWS Savings Plan to be registered in the name of the applicable Purchaser. If Customer fails to promptly complete the contemplated transfer, Company may in addition to, and not in lieu of, all other remedies available at law or in equity, terminate Customer’s participation in the Program by written notice to Customer, which notice may be given via email. Customer agrees and acknowledges that it will remain liable and responsible for the performance of any obligations or liabilities under the registration agreement for the AWS Reserved Instance and/or AWS Savings Plan between Customer and Amazon until the AWS Reserved Instance and/or AWS Savings Plan is successfully sold and transferred to the applicable Purchaser. For purposes of this Agreement, “Purchaser” means either: (i) the Company or (ii) a third-party purchaser identified by Company through the services provided in connection with the Program.

1.4 Assignment. Customer hereby irrevocably sells, assigns, transfers, and conveys to the applicable Purchaser all right, title, and interest in and to the AWS Reserved Instance and/or AWS Savings Plan.  

1.5 Additional Terms. The parties may mutually agree, in writing, to additional terms, conditions, and/or restrictions regarding Customer’s participation in the Program. Customer’s participation in, and rights under, the Program is at all times subject to Customer’s compliance with the terms and conditions of the Agreement, this Exhibit A (including, without limitation, the payment of all Fees due thereunder), and any other terms and conditions agreed to by the parties in writing. 

1.6 Non-Usage Credits. Customer will only be entitled to Non-Usage Credits (as defined below) in an amount equal to the total amount of Fees paid by Customer to Company under the Agreement during the applicable month. For purposes of this Exhibit A, “Non-Usage Credits” means the credits issued by the Company to the Customer in connection with AWS Reserved Instances and/or AWS Savings Plans that are not utilized by the Customer at any point during an applicable month. Non-Usage Credits (i) are assessed on a monthly basis, (ii) may not be redeemed, converted, or exchanged for monetary amounts, and (iii) will be immediately applied to any Fees due by the Customer in a subsequent invoice issued by the Company. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT NON-USAGE CREDITS ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY UNUTILIZED AWS RESERVED INSTANCES AND/OR AWS SAVINGS PLANS.