Master Services Agreements

Last Updated on: April 9th, 2026.
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A note on how this Agreement is structured: 

To make this Agreement easier to read, each section opens with a short summary in a highlighted box. These summaries are for navigation only, they are not legally binding and do not change what the operative text below them says. If there is ever a conflict between a summary and the operative text, the operative text controls. Defined terms in the summaries have the meanings given in Section 2 of this Agreement.

1. Parties

💡 WHAT THIS SECTION COVERSWho is signing this agreement and how it becomes binding. This Agreement is activated when both parties sign an Order Form.

1.1. Identification of the Parties. This Master Service Agreement (this “Agreement“) is entered into by and between “Simetrik” and “Customer” identified in the Order Form (each a “Party”, together the “Parties”). The details of each Party are set out in the executed Order Form. 

1.2. Acceptance. Customer acknowledges that by executing an Order Form that references this Agreement, Customer agrees to be bound by its terms and conditions.

2. Definitions

💡 WHAT THIS SECTION COVERSKey terms used throughout this Agreement. All capitalized terms have the meanings below.

2.1. The capitalized terms in this Agreement not otherwise defined throughout the Agreement shall have the following meanings:

“Affiliate”	Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Cloud Services”	Simetrik’s proprietary cloud services, as identified in the relevant Order Form and as modified from time to time. The Cloud Services includes the Software, support (according to the support plan hired by the Customer in the corresponding Order Form or commercial proposal)  and any documentation but not Professional Services deliverables.
“Customer”	legal entity that has entered into the Order Form with Simetrik.
“Documentation”	Technical and functional documentation for the Software made available by Simetrik at its Help Center, Academy, or other official channels, as updated from time to time.
“Effective Date“	The date on which an Order Form is countersigned by both Parties. If no date is specified, the date of the last signature.
“Intellectual Property”	all copyrights, patents, trademarks, trade secrets, moral rights, and other intellectual property rights recognized in any jurisdiction.
“Order Form”	a document specifying the Services to be provided hereunder that is entered into between Customer and Simetrik, including any amendment and supplements thereto.
“Party“	either the Customer or Simetrik, collectively referred to as the “Parties.”
“Professional Services”	any additional professional services purchased by the Customer and provided by Simetrik, limited to aiding in Software implementation and training.
“Services“	includes the Cloud Services and any Professional Services provided by the Simetrik under this Agreement.
“Software“	Simetrik No Code cloud software, including but not limited to source code, object code, documentation, and related materials, as well as all updates and support provided during configuration and use.
“Statement of Work”	a document specifying the Professional Services to be provided hereunder executed by Customer and Simetrik.
“Subscription Term / Term”	The period during which Customer is licensed to use the Cloud Services, as set out in the Order Form. If not specified, twelve (12) months from the Effective Date.
“User(s)“	Customer employees, contractors, and/or collaborators authorized by the Customer to use the Services or granted access to the Services by the Customer.

3. Services And Usage

💡 WHAT THIS SECTION COVERSWhat Simetrik provides, how Customer may use it, and the rules around data, Beta features, and card data. Customer’s use is limited to its own internal business operations.

3.1. Subject to the terms of this Agreement, Simetrik grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Cloud Services solely for Customer’s internal business operations.

3.2. Simetrik may perform Professional Services as described in an Order Form and/or Statement of Work, which may contain additional terms or milestones for such Professional Services.

3.2.1. Simetrik may, at its discretion, deliver Professional Services through its subsidiaries or Affiliates. 

3.2.2. Simetrik will only be responsible and liable for Professional Services contracted directly between Customer. Simetrik is not liable for services contracted by and between the Customer and third-parties, including implementation partners. 

3.3. Beta Services. Simetrik may  make new services and/or features available for testing (“Beta Services”). Customer’s use of Beta Services is voluntary and entirely at its own risk. Beta Services are provided “AS IS” and “AS AVAILABLE”, without warranties, support, or service level commitments. Beta Services may be (i) discontinued at any time, with at least fifteen (15) days’ prior written notice where reasonably practicable; and (ii) subject to additional terms made available before access.

3.4. Customer Database Access. Customer expressly authorizes Simetrik’s personnel to access Customer’s databases, data warehouses, or other storage systems solely to the extent necessary to provide the Services. Simetrik acknowledges that all data uploaded by Customer in the Software remains Customer ’s exclusive property.  

3.5. Usage Data and Product Improvement. Simetrik collects operational data related to the use of the Software, including feature usage, metadata, and performance metrics (“Usage Data“). Usage Data does not include any Customer Confidential Information or personally identifiable information (“PII”). Simetrik owns all rights to Usage Data, which it uses in an aggregated and de-identified form to maintain and improve its products. Simetrik will not identify Customer as the source of any specific data point in any public report or benchmarking material . 

3.6. Data Integrity. Customer owns all data uploaded to the Software and is solely responsible for its accuracy. Simetrik will not alter Customer-uploaded data.  

3.7. Card Data Processing. If Customer needs to enter, store, or process payment card data, including the Primary Account Number (PAN), cardholder name, expiration date, and/or service code ( “Card Data”) into the Software, Customer must provide prior written notice to Simetrik.

3.7.1. Customer is responsible for complying with the applicable requirements under the Payment Card Industry Data Security Standard (PCI DSS).

3.7.2. The Software only permits the storage of the data authorized by PCI DSS: Primary Account Number (PAN), cardholder name, expiration date, and service code. Customer must not enter, process, or store data prohibited by PCI DSS, such as card verification codes (CVV, CVC, CID), PIN/PIN Block, or magnetic stripe data. If such data is detected, it will be immediately and permanently deleted.

3.7.3. Simetrik processes Card Data as received, without modification, except where the PAN is in plain text (not truncated). In which case, Simetrik will apply an internal truncation process in accordance with PCI DSS specifications before storage.

4. Fees and Payment 

💡 WHAT THIS SECTION COVERSHow much Customer pays, when, and what happens if payment is late. Annual price increases are tied to a fixed 8% rate (unless otherwise provided by the Order Form). Late payment interest has been set at the statutory maximum.

4.1. Customer shall pay Simetrik the fees set out in the Order Form and any applicable Statement of Work.

4.1.1. All fees are exclusive of applicable taxes unless otherwise required by law.

4.2. Unless otherwise stated in the Order Form, fees will be adjusted annually and automatically by a proportion equal to 8% of the annual values set out in the Order Form.

4.3. Unless otherwise specified in the Order Form, all invoices are due within 30 calendar days of the invoice date. 

4.4. If Customer fails to pay by the due date and remains in default after receiving Simetrik’s written notice of non-payment, Simetrik may:

1. Suspend Customer’s access to all or part of the Services until full payment is received; and 
2. Charge interest on the overdue amount at the maximum rate permitted by law, accruing daily from the due date until actual payment. If the overdue amount remains unpaid for more than sixty (60) days, Simetrik may also recover reasonable collection costs, including attorneys’ fees.

4.5. Customer shall make all payments in full, without any deduction, set-off, withholding or counterclaim. If Customer is required by law to make a deduction or withholding, it shall gross up  the payment so that Simetrik receives the net amount equal to the  fees set out in the Order Form.

4.6. Except as expressly stated in this Agreement, all payment obligations are non-cancellable and fees paid are non-refundable.

4.7. Each Party is solely responsible for taxes based on its net income, property, and employees.

5. Simetrik Obligations

💡 WHAT THIS SECTION COVERSSimetrik’s commitments: delivering the Services, maintaining security certifications, and complying with applicable law.

5.1. Service Delivery. Simetrik shall provide the Services in accordance with this Agreement, the applicable Order Form and any Statement of Work.

5.1.1. Simetrik shall provide support via its ticketing system, in accordance with  the support plan selected by Customer.

5.1.2. Simetrik will monitor the use of the Software by Customer and its Users to operate, maintain, and improve the Services and to verify compliance with this Agreement.

5.2. Simetrik shall maintain the following certifications (or successor/equivalent standards certifications) throughout the term of this Agreement:

1. PCI-DSS (Payment Card Industry Data Security Standard);
2. ISO 27701 (Privacy Information Management);
3. ISO 27001 (Information Security Management);
4. ISO 27018 (Protection of PII in Public Clouds);
5. SOC 1, SOC 2 and SOC 3.

A temporary lapse or replacement with an equivalent certification will not constitute a breach, provided Simetrik promptly works to restore or obtain the replacement.

5.3. Simetrik shall comply with all laws and regulations applicable to its performance under this Agreement.

6. Service Levels

💡 WHAT THIS SECTION COVERSSimetrik’s uptime commitment and what happens if it is not met. If availability falls below 99.9%, Customer earns a credit applied to future invoices. Credits are Customer’s only remedy for downtime. Support ticket response times are also defined here.

6.1. Uptime Commitment. Simetrik will use commercially reasonable efforts to make the Cloud Services available for Customer use ninety-nine point nine percent (99.9%) of the time in each calendar month (“Uptime”).

6.1.1. Software Maintenance. The Cloud Services may be temporarily unavailable for scheduled or emergency maintenance by Simetrik or its cloud providers, or for causes beyond Simetrik‘s reasonable control. 

6.2. If monthly Uptime falls below 99.9%, Customer shall be eligible for a Service Credit, calculated as a percentage of the fees billed to Customer for that month, per the table below:

Monthly Uptime	Service Credits (% of monthly fees)
At least 99.9%	No credit
Less than 99.9% but at least 87.5%	2.0%
Less than 87.5% but at least 85.0%	3.5%
Less than 85.0% but at least 82.5%	5.0%
Less than 82.5%	6.5%

Uptime is calculated as: (total minutes in the month – minutes of unavailability) / total minutes in the month × 100. Unavailability means the Software is completely inaccessible to all users, excluding the exclusions in §6.2.3.

6.2.1. Conditions and Exclusivity of Credits. Service Credits will be applied to future invoices, provided Customer is current on all payments. Service Credits are non-transferable and may not be applied to other agreements. Service Credits are the sole and exclusive remedy for claims related to or arising from unavailability of the Software under this Section 6. 

6.2.2. How to Claim Credits. To receive a Service Credit, Customer must submit a request through the Software’s support system by the last day of the calendar month following the month the unavailability occured. If Simetrik confirms the Uptime was below the committed level, the credit will be applied to the next invoice

6.2.3. Uptime Exclusions. Uptime calculation exclude unavailability caused by:

1. Scheduled or emergency maintenance. Simetrik will provide at least five (5) days’ notice for any scheduled maintenance or updates that may result in any unavailability of the Software. For emergency maintenance, Simetrik will provide as much advance notice as reasonably practicable. 
2. External outages (such as cloud service and data storage providers) that affect the availability of the Software and that are not under Simetrik’s control.

6.3. Support. Simetrik provides support for the Cloud Services in accordance with the following terms (“Support Policy”):

6.3.1. Support Hours. Support is available from 8 AM to 8PM in Customer’s local time zone, Monday through Friday, including during holidays that fall within such days and hours. 

6.3.2. Support Channel. Customer may submit and track tickets through the Help Center within the Software, or by email at support@simetrik.com. 

6.3.3. Ticket Response Times. Support ticket are assigned a priority level based on the criteria below. Response times run from the moment the ticket is received..

PriorityLevel	Characteristics	First Response(in business hours)	Update (in business hours)	Resolution (in business hours)
Critical	Total technical unavailability of the Software. Software experiences a failure that completely prevents access to the Software, affecting all or most users.	1 hour	2 hours	Up to 4 hours* * The expected resolution times for this type of ticket do not include situations arising from third-party providers or services used by Simetrik or by the Customer, such as Amazon Web Services (AWS), Snowflake, Auth0, among others.
High	Software remains available but an issue affecting its core services prevents the continuity of Customer’s operations.	2 hours	4 hours	Best efforts; escalated to senior engineering if unresolved. Simetrik will seek to provide a temporary or permanent solution in a timely manner. If the issue is not resolved within such a period, the incident will be escalated to the senior engineering team for further analysis and follow-up.
Medium	Software remains available and functional; however, one or more services experience errors, limitations, or unexpected behavior, resulting in delays, reprocessing, or operational difficulties, without completely stopping Customer’s operations.	4 hours	16 hours
Low	Minor issues affecting non-critical or ancillary functionalities, with no material impact on Customer’s operations. This category also includes information requests, general questions about the use of the Software, or non-urgent operational inquiries	8 hours	24 hours	–

* Critical resolution times exclude delays caused by third-party providers (e.g., AWS, Snowflake, Auth0).

6.3.4. Support Scope. Simetrik’s support obligations cover issues directly related to the operation of the Cloud Services as provided by Simetrik. Support does not cover:

1. misuse or unauthorized modifications to the Cloud Services, 
2. Third-party systems, tools, or integrations, 
3. Professional Services deliverables,
4. User dissatisfaction with the results stemming from Customer’s own configuration choices, 
5. analysis of the results or data obtained, 
6. inquiries or requests about plans, commercial agreements, pricing, or billing, 
7. development or optimization of use cases, 
8. AI Agent Factory deliverables.

Simetrik may, at its discretion, assist with the above items under a separate commercial arrangement or as Professional Services.

7. Customer Obligations

💡 WHAT THIS SECTION COVERSWhat Customer commits to: paying on time, providing necessary information, managing its users, and using the Software appropriately and lawfully.

7.1. Customer shall:  

1. Pay the fees set out in the Order Form.
2. Provide Simetrik with information reasonably required to deliver the Services. Simetrik will not be responsible for service failures resulting from Customer’s failure to provide such information.
3. Comply with agreed deadlines and promptly notify Simetrik in writing of any delays on Customer‘s side.
4. Keep its contact information and business registration details current with Simetrik. Simetrik will not be liable for issues arising from outdated information.
5. Manage its User accounts, be responsible for its Users‘ actions  and their compliance with this Agreement. 
6. Ensure that Users keep their login credentials confidential and promptly notify Simetrik of any known or suspected account compromise.
7. Ensure that its Users comply with the restrictions set out in Section 9.3.

7.2. Third-Party Platforms. If Customer uses third-party platforms, applications, or software to integrate or exchange data with the Software, such use is governed by Customer‘s agreement with the third-party provider. Simetrik is not responsible for those third-party services or for how third-party providers handle Customer’s data.

8. Confidentiality

💡 WHAT THIS SECTION COVERSBoth parties will keep each other’s business information confidential. Obligations last for 5 years after the Agreement ends. On termination, confidential information must be returned or destroyed within 30 days.

8.1. Confidential Information. During the term of this Agreement, each Party (the “Disclosing Party“) may share commercial, technical, or financial information (collectively, “Confidential Information“) to the other (the “Receiving Party“). Confidential Information belongs to the Disclosing Party and may not be used by the Receiving Party for its own benefit or the benefit of any third party..

8.1.1. Confidential Information does not include information that 

1. is or becomes publicly known without breach of this Agreement, 
2. was already known to the Receiving Party without restriction before disclosure,
3. is received from a third party with no restrictions or 
4. is independently developed without use of the Confidential Information.

8.2. The Receiving Party agrees not to disclose, distribute, or reproduce Confidential Information, except as necessary to perform its obligations under this Agreement. 

8.2.1. Any disclosure to third parties requires the Disclosing Party’s prior written consent. 

8.2.2. If compelled by a judicial or administrative authority to disclose Confidential Information, the Receiving Party must promptly notify the Disclosing Party (if legally permitted) before disclosure, so the Disclosing Party may seek to challenge or limit the requirement.

8.3. Return or Destruction of Information. Within thirty (30) business days of a written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party will return or destroy all Confidential Information in its possession, as directed by the Disclosing Party decision. The Receiving Party’s legal representative will certify in writing that this obligation has been fulfilled. Notwithstanding the above, the Receiving Party may retain one archival copy of Confidential Information to the extent required by applicable law or regulation, subject to continued confidentiality obligations.

9. Intellectual Property Rights And Software Use

💡 WHAT THIS SECTION COVERSSimetrik owns the Software. Customer owns its data and the results it generates. Customer receives a limited right to use the Software for its own business during the contract term.

9.1. Simetrik’s Ownership. Simetrik is and shall remain the exclusive owner of all Intellectual Property related to the Software, including all improvements, enhancements, and modifications. This Agreement does not transfer any ownership rights in the Software to Customer. This Agreement does not in any way constitute a transfer of ownership of the Software to the Customer.

9.2. Customer Right to Use. Customer‘s right to use the Software is limited to the access granted in Section 3.1 and is subject to the restrictions in this Section 9. Customer’s rights are non-exclusive, non-transferable, and revocable upon termination or expiration of this Agreement. 

9.2.1. This Agreement does not grant Customer any right to: reproduce, publicly distribute, transfer, sell, rent, lease, modify, create derivative works, reverse engineer, or sublicense the Software.

9.2.2. Customer and its Users  acquire no rights to use the Software or Services beyond the scope and duration expressly stated in this Agreement and any applicable Order Form.

9.3. Restrictions on Use. Customer shall not, and shall ensure its Users do not:

1. Copy, modify, adapt, translate, or create derivative works based on the Software.
2. Distribute, sell, sublicense, or lease the Software.
3. Reverse engineer, decompile, or disassemble the Software or attempt to derive its source code.
4. Use the Software to develop competing products or services.
5. Use the Software for illegal, immoral or fraudulent purposes.
6. Use the Software in any manner that infringes third-party rights or could harm third parties.
7. Allow unauthorised persons to access the Software or share access credentials.
8. Use bots, scrapers, or automated programs to access the Software.
9. Use the Software in connection with insecure applications that could compromise Simetrik’s systems.

9.4. Customer’s Data Ownership.  All data, information, and content uploaded or provided by Customer (“Customer Data”), and all results derived from Customer Data and generated through Customer‘s use of the Software, are and remain the exclusive property of Customer. Customer may use, export, and dispose of such results its Customer Data and derivative results freely.

9.4.1. Notwithstanding the above, Simetrik retains all ownership rights in: (a) the Software itself, including its source code, object code, algorithms, logic, models, and architecture; (b) report templates, visualizations, dashboards, and user interface designs; (c) any analytics, insights, or recommendations generated by Simetrik‘s proprietary methods; and (d) any other Simetrik Intellectual Property incorporated into or reflected in outputs provided to Customer. Customer‘s right to use such outputs is limited to the access granted under Section 3.1 and does not include any right to extract, reverse engineer, or reproduce Simetrik‘s underlying IP. 

9.5. Duration and Termination. Upon termination or expiration of this Agreement, Customer shall immediately cease all use of the Software.

10. Data Privacy 

💡 WHAT THIS SECTION COVERSCustomer controls its personal data; Simetrik processes it only as instructed. All processing details are governed by the Data Processing Addendum (DPA), which is incorporated into this Agreement.

10.1. Roles of the Parties. For purposes of applicable data protection laws, to the extent that personal data is processed under this Agreement, Customer acts as the Data Controller and Simetrik acts as the Data Processor, processing personal data solely on behalf of and in accordance with Customer’s documented instructions. 

10.2. Data Processing Addendum. All processing of personal data by Simetrik under this Agreement is governed by the Data Processing Addendum (“DPA“), available at: https://simetrik.com/data-processing-addendum/, in effect as of the effective date of this Agreement, which is incorporated herein by reference. The DPA sets forth, among other things, Simetrik’s obligations regarding data security measures, subprocessors, personal data breach notification, and the return or deletion of personal data upon termination. In the event of any conflict between this Agreement and the DPA with respect to personal data processing, the DPA prevails. 

10.3. Customer Responsibilities. Customer is solely responsible for:

1. determining whether and what personal data is submitted to the Software;
2. Establishing the legal basis for such processing; and
3. providing required notices to, and obtaining necessary consents from, data subjects.

Simetrik does not control the content of the personal data Customer submits to the Software.

10.4. Simetrik Processing Obligations. Simetrik shall:

1. process personal data solely to provide the Services, in accordance with Customer’s documented instructions and applicable data protection laws. 
2. maintain appropriate technical and organizational security measures designed to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage; and
3. not process or use personal data for its own purposes or disclose it to third parties except as permitted under this Agreement or the DPA. 

10.5. Subprocessors. Due to the cloud-based nature of the Services, Simetrik may engage subprocessors to process personal data on its behalf, to the extent necessary to provide the Services, in accordance with the DPA.

11. Use of Artificial Intelligence (Simetrik AI)

💡 WHAT THIS SECTION COVERSRules for using Simetrik’s AI features. AI outputs are probabilistic suggestions, not decisions. Customer is responsible for reviewing and acting on any AI-generated output. Simetrik will clearly label when AI is involved. Use of Simetrik AI is also governed by Simetrik’s AI Use Policy, incorporated into this Agreement.

11.1. Scope. The Software incorporates artificial intelligence and machine learning features (“Simetrik AI”). Use of Simetrik AI is governed by Simetrik AI Use Policy, available at https://simetrik.com/legal/simetrik-ai-use-policy/, which is incorporated herein by reference. In the event of any conflict between the policy and the Agreement, this Agreement prevails.

11.2. Nature of AI Outputs. Outputs generated by Simetrik AI are probabilistic in nature and are provided for informational and assistance purposes only. They do not constitute advice, instructions or final determinations, and do not replace Customer’s review, validation, or independent judgment. Customer retains full control over how AI outputs are used and is solely responsible for decisions, actions, or omissions taken in reliance on them. 

11.3. Customer’s Input Responsibility. Customer is responsible for the lawfulness, quality, accuracy, and appropriateness of all inputs submitted to Simetrik AI by it or its Users. Inaccurate, incomplete, or inappropriate inputs may affect the quality and reliability of outputs.

11.4. Responsible Use. Customer agrees to use Simetrik AI responsibly and solely for the purposes contemplated in this Agreement and the Simetrik AI Use Policy. Customer shall not use Simetrik AI to make automated decisions that produce legal effects or similarly significant adverse effects on individuals or entities, such as but not limited to, automated credit scoring, employment decisions, or fraud determinations, without human review. Customer is solely responsible for how outputs are incorporated into its business processes and decision-making.

11.5. Transparency and Monitoring. Simetrik will clearly identify when a feature is AI-enabled and when outputs are generated or assisted by AI, as required by applicable law. Simetrik may implement monitoring and logging measures to maintain the security, traceability, and reliability of Simetrik AI. These measures do not constitute a representation or warranty regarding the accuracy, reliability, or regulatory compliance of any output.

11.6. Third-Party AI Models. Simetrik AI may integrate artificial intelligence models or services provided by third parties, whose training and behavior are not controlled by Simetrik.  Such integrations do not create additional liability for Simetrik with respect to the outputs generated.

11.7. Policy Updates. Simetrik will notify Customer of any modification to the Simetrik AI Use Policy. If a modification materially and adversely changes Customer’s obligations or rights under this Agreement, Customer may terminate this Agreement without penalty by providing written notice to Simetrik within fifteen (15) days of receiving notice of the change. Any termination shall take effect in accordance with the general termination provisions of this Agreement. Continued use of the Software after the effective date of a modification constitutes acceptance of the updated Simetrik AI Use Policy, except where Customer exercises the termination right above.

11.8. Incident Reporting. Customer shall promptly notify Simetrik of any anomalous behavior or outputs that Customer reasonably believes could materially affect the security or proper functioning of  Simetrik AI and shall cooperate in good faith with Simetrik in assessing and mitigating any identified risk.

12. Warranties And Disclaimers

💡 WHAT THIS SECTION COVERSWhat each party promises is true. Simetrik warrants the Software will perform as described and that professional services will be delivered competently. Both parties warrant they have authority to enter this Agreement. Everything else is disclaimed.

12.1. Mutual Warranties. Each Party represents and warrants that (i) it has the legal power and authority to enter into this Agreement and (ii) its performance will not violate any other agreement to which it is a party.

12.2. Simetrik Warranties. 

12.2.1. The Cloud Services will perform materially as described in the Documentation. Simetrik will not materially reduce the overall functionality of the Cloud Services during the Subscription Term of the Agreement. 

12.2.2. Simetrik warrants that any Professional Services will be performed in a professional and workmanlike manner.

12.3. Future Features. The development, release, and timing of any future features of the Software are at Simetrik’s sole discretion.Customer is purchasing the Cloud Services as they exist at the time of execution, not in anticipation of any future feature or functionality. Simetrik may release additional features in the future that may not be available to Customer, or that may, at Simetrik‘s sole discretion, require additional payment, in which case the Customer shall choose to hire it or not.

12.4. Customer Responsibility for Failures. Simetrik is not be liable for failures in the Services caused by Customer or Users’ actions that impact the accuracy, integrity, or availability of results generated by the Services.

12.5. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE CLOUD SERVICES, PROFESSIONAL SERVICES, AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.SIMETRIK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. SIMETRIK DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

12.6. AI Features Disclaimer.  SIMETRIK AI IS PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. SIMETRIK DISCLAIMS ALL WARRANTIES REGARDING AI FEATURES, INCLUDING THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER USES SIMETRIK AI AT ITS OWN RISK AND IS RESPONSIBLE FOR HUMAN OVERSIGHT AND VERIFICATION OF ALL AI OUTPUTS.

12.7. Governmental authorizations. Simetrik is not responsible for obtaining, managing, or any delay, or rejection of governmental authorizations, permits, or licenses required  for Customer to use the Services.. Obtaining such authorizations is Customer’s  exclusive responsibility. Order Form fees remain payable once Customer gains access to the Services, regardless of any delay caused by Customer’s failure to obtain required authorizations, permits or licenses. 

13.  Compliance

💡 WHAT THIS SECTION COVERSBoth parties commit to anti-corruption, anti-bribery, sanctions compliance, and export control laws. Either party may terminate immediately if the other is found to be in breach of these obligations.

13.1  Anti-Corruption and Sanctions Declarations. Each Party declares that it: 

1. the resources used to fulfill this Agreement, as well as their other income, come from lawful activities;
2. has not participated and will not participate in activities violating anti-corruption or anti-bribery laws, including the FCPA and UK Bribery Act; 
3. complies with applicable anti-money laundering regulations; 
4. will maintain true, accurate, and complete books and records regarding all payments made;
5. is not located in, organized in, or a resident of a comprehensively sanctioned country or territory; and 
6. has not and will not violate applicable export control laws.

13.2  Personnel Declarations. Each Party declares that its partners, managers, and personnel assigned to this Agreement are not listed on OFAC, UN Security Council, or equivalent sanctions or watch lists, and are not known to be under investigation for money laundering, terrorism financing, or related offenses.

13.3  Authorization to Screen. Each Party authorizes the other to conduct necessary screenings against national and international control lists for compliance purposes.

13.4  Code of Ethics. The Parties confirm they have read and will comply with applicable anti-corruption regulations and Simetrik‘s Code of Ethics, available at: https://simetrik.com/legal/code-of-ethics-third-parties/.

13.5  Termination for Compliance Breach. A breach of any obligation under this Section 13 entitles the non-breaching Party to immediately terminate this Agreement and/or suspend its performance, without prior judicial proceedings and without liability for compensation. This right is without prejudice to any other legal remedies available.

14.  Term and Termination

💡 WHAT THIS SECTION COVERSHow long this Agreement lasts and how it can be ended.

14.1. Term and Auto-Renewal. The Agreement becomes effective on the Effective Date and remains in effect for the Subscription Term set out in the Order Form . Unless otherwise stated in the Order Form, this Agreement automatically renews for a period equal to the initial Subscription Term, unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Term.

14.2. Mutual Termination. This Agreement may be terminated:

1. Upon expiration of the Term.  
2. By mutual written agreement between the Parties.  

14.3. Termination for Cause. Either Party may terminate this Agreement if the other Party:

1. fails to cure a material breach within fifteen (15) days of receiving  written notice specifying the breach and demanding it to be cured, 
2. becomes insolvent, seeks bankruptcy protection, or has an insolvency proceeding filed against it that is not dismissed within thirty (30) days, or
3. Breaches its obligations under section 13 (Compliance), pursuant to clause 13.5.

14.4. Termination for Convenience by Customer. Customer may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to Simetrik. Such termination does not relieve Customer of its obligation to pay all Fees for the entire Term set out in the Order Form. These Fees constitute a non-cancellable, unconditional commitment regardless of actual usage, whether invoiced or not. Upon termination, all remaining Fees shall automatically accelerate and become due and payable within fifteen (15) days of the effective date of termination.

14.5. Effects of Termination. Upon termination or expiration of this Agreement:

1. Customer’s right to access and use the Services immediately ceases.
2. The following provisions survive:
   1. Section 2 (Definitions) — to the extent necessary to interpret other surviving provisions
   2. Section 4 (Fees and Payment) — for amounts accrued or due before termination, until paid in full
   3. Section 8 (Confidentiality) — for five (5) years from the date of termination
   4. Section 9 (Intellectual Property) — indefinitely
   5. Section 14.6 (Accrued Rights) — indefinitely
   6. Section 16 (Limitation of Liability) — indefinitely, for claims arising during the Term
   7. Section 17 (Indemnification) — indefinitely, for claims arising during the Term
   8. Section 18 (Dispute Resolution, Miscellaneous) — as necessary to resolve disputes or enforce surviving provisions

14.6. The termination or expiration does not affect any rights or remedies that have accrued prior to such termination or expiration, including Customer’s payment obligations for Services already provided.

15.  Governing Law and Dispute Resolution

💡 WHAT THIS SECTION COVERSHow disputes are resolved and which law applies. If Customer is based in Brazil, Colombia, or Mexico, local courts apply — see the applicable country addendum in Section 19. Otherwise, California law and AAA arbitration apply.

💡 BEFORE YOU READNavigation note: If Customer’s entity is organized under the laws of Brazil, Colombia, or Mexico, this Section 15 is replaced by the country-specific terms in Section 19.

15.1. Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

15.2. Direct Settlement. If a dispute arises, the Parties agree to first attempt resolution directly within thirty (30) business days of one Party sending written notice of the dispute to the other.

15.3. Binding Arbitration. Disputes not resolved through direct settlement shall be resolved exclusively through binding arbitration in San Francisco, California, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. 

15.3.1. The Party initiating the arbitration shall provide written notice to the other Party, and arbitration proceedings will commence within sixty (60) calendar days of such notice. 

15.3.2. The arbitration will be conducted before a single arbitrator with significant experience in the subject matter of the dispute. If the Parties cannot agree on the selection of an arbitrator, the AAA will appoint one. 

15.3.3. The arbitrator shall have broad discretion to grant or deny relief, and the arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.

15.4. Limitation on Claims. Any claim under this Agreement must be initiated within one (1) year of the date the cause of action arises. Failure to do so constitutes a permanent waiver.

15.5. Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief from courts in San Francisco, California, to protect its intellectual property, trade secrets, or confidential information without first pursuing  arbitration. The Parties consents to the jurisdiction of such courts for this purpose.

15.6. Costs. Each Party bears its own arbitration costs, including attorneys’ fees and related expenses.

16.  Limitation of Liability

💡 WHAT THIS SECTION COVERSSets the financial ceiling on each party’s exposure. Neither party is liable for indirect damages (lost profits, etc.). Each party’s total liability is capped at 12 months’ fees paid. Fraud, gross negligence, and wilful misconduct are always uncapped.

16.1. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2. Liability Cap. EACH PARTY’S TOTAL LIABILITY TO THE OTHER(INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY THE CUSTOMER TO SIMETRIK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

16.3. Basis of the Bargain. The Parties acknowledge that the liability limitations in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between them, reflected in the pricing offered by Simetrik.

16.4. Exclusions from Limitations. The limitations set forth in this section shall not apply to: (i) Indemnification obligations under section 17; (ii) Damages resulting from gross negligence, willful misconduct, or fraud.

17.  Third-Party Indemnity

💡 WHAT THIS SECTION COVERSSimetrik indemnifies Customer against third-party IP infringement claims arising from the Services. Customer indemnifies Simetrik against third-party claims arising from Customer Data, Customer’s instructions to Simetrik, and Customer’s unlawful or unauthorized use of the Services.

17.1. Indemnity by Simetrik. Simetrik shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, and affiliates from and against third-party claims alleging that the Services infringe any third-party intellectual property rights, except where the claim arises from:

1. Customer’s breach of this Agreement.
2. Customer’s continued use of the Services after being notified of the infringement, or provided with a non-infringing alternative at no charge.
3. Customer’s combination of the Services with third-party products or services not provided by the Simetrik.
4. Designs, requirements, or specifications provided by Customer.
5. Customer’s use of the Services outside the scope of the Agreement or in violation of applicable law.
6. Modifications to the Services not made by Simetrik.
7. Use of Beta Services or Services for which no fees have been paid.

17.2. Indemnity by Customer. Customer shall indemnify, defend, and hold harmless Simetrik, its officers, directors, employees, and affiliates from and against any and all third-party claims arising from:

1. Customer Data. Any claim that Customer Data (including its content, origin, or Simetrik‘s processing of it) infringes or misappropriates a third party’s intellectual property, privacy, or other rights, or that Customer lacked the legal right or authority to submit such data to the Software for processing (excluding claims for which Simetrik is responsible under Section 17.1);
2. Customer Instructions. Any claim arising from Simetrik‘s processing of Customer Data in accordance with Customer‘s documented instructions; or
3. Unlawful or Unauthorized Use. Any claim arising from Customer‘s or its Users’ use of the Services in violation of applicable law or outside the scope of the license granted under Section 3.1 of this Agreement (excluding claims for which Simetrik is responsible under Section 17.1).

17.3. Indemnification Procedure. Indemnification obligations apply only if the indemnified Party: 

1. provides prompt written notice of the claim;
2. grants the indemnifying Party sole control of the defense and settlement; and
3. provides reasonable cooperation and assistance.

18.  Miscellaneous

💡 WHAT THIS SECTION COVERSStandard legal provisions that apply to the Agreement as a whole: how changes are made, who the agreement covers, what happens if part of it is unenforceable, and how notices are sent.

18.1. Modification. Any changes to this Agreement must be made in writing by amendment, new Order Form or new Statement of Work, executed or accepted in writing by the Parties.

18.2. Entire Agreement. This Agreement together with any Order Forms and Statements of Work, constitute the entire agreement between the Parties regarding its subject matter, superseding  all prior oral and written understandings. In case of conflict between this Agreement and an Order Form or Statement of Work, the terms set forth in the Order Form shall prevail and for matters regarding implementation scope, timelines or methodology, the Statement of Work shall prevail.

18.3. Assignment. Neither Party may assign this Agreement without the other Party’s written consent, which shall not be unreasonably withheld. The assignment shall not relieve the assigning Party of its obligations under the assigned Agreement and such assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

18.4. Headings and Section Summaries. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement. Section summaries and overview boxes appearing at the start of each section are provided for convenience and ease of reference only. They do not form part of this Agreement, are not legally binding, and shall not be used to interpret, modify, or supplement the operative provisions of this Agreement. In the event of any inconsistency between a section summary and the operative text, the operative text prevails.

18.5. Non-waiver. Failure by either Party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future

18.6. Severability. If any provision of this Agreement is found invalid or unenforceable, it shall be replaced with the  most similar enforceable provision, and the remainder of the Agreement shall remain in full force.

18.7. Publicity. Customer authorizes Simetrik to use its trade name, logo, and brand, as instructed by Customer, for digital or analog media to inform third parties that Simetrik is providing the Services to Customer.

18.8. Force Majeure. Except for payment obligations, neither Party is liable for delays or failures caused by events beyond its reasonable control, including, but not limited to, acts of God, government actions, floods, fires, earthquakes, civil unrest, terrorism, strikes or other labor problem (other than by the Party’s own employees), Internet service provider failures or delay, Non-Simetrik application failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third party domain name system event. 

18.9. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.

18.10. Subcontractors. Simetrik may partially subcontract the performance of the Professional Services, while remaining responsible for the subcontractor’s performance. No contractual relationship is created between Customer and Simetrik’s subcontractors.

18.11. Notices. Notices must be sent to:

1. To Simetrik:

• Simetrik Inc.:
  Address: 261 Market Street #4030 San Francisco, CA 94114 US
• Simetrik SAS: 
  Address: Calle 91 No. 11 – 29 Piso 6   
• Simetrik Brasil LTDA:
  Address: Rua Conselheiro Brotero, nº 528, Suíte 1408, Tower Office Urban, Mario de Andrade nº 48, Barra Funda
• Simetrik Blocksuite, S. R.L de C.V.:
  Address: Lago Alberto 442, Piso 4, Torre A, Parques Plaza, Miguel Hidalgo, 11320, Ciudad de México

All electronic notices: contracts@simetrik.com.

2. To Customer: To the address and email provided by Customer in the executed Order Form.

19.  Country Specific Terms

💡 WHAT THIS SECTION COVERSIf Customer is organized under the laws of Brazil, Colombia, or Mexico, the governing law and dispute resolution terms below replace Section 15 in its entirety. For all other jurisdictions, Section 15 applies.

1. 19.1. Dispute Resolution. If a Customer entity entering into the Order Form is organized under the laws of one of the jurisdictions listed below, then Section 15 (Governing Law and Dispute Resolution) is deleted and replaced with the corresponding clause below. Otherwise, Section 15 applies.Brazil. If Customer‘s contracting entity is organized under Brazilian law:

15. Governing Law and Dispute Resolution

15.1. This Agreement is governed by Brazilian law, a, without reference to conflict of law rules. All disputes will be submitted to the exclusive jurisdiction of the courts of the city of São Paulo, SP, and each Party irrevocably consents to such jurisdiction, waiving any right to claim a more privileged forum. 

2. Colombia. If Customer‘s contracting entity is organized under Colombian law:

15. Governing Law and Dispute Resolution

15.1. This Agreement is governed by Colombian law, without reference to conflict of law rules. All disputes will be submitted to the exclusive jurisdiction of the courts of the city of Bogotá, and each Party irrevocably consents to such jurisdiction..

3. Mexico. If Customer‘s contracting entity is organized under Mexican law:

15. Governing Law and Dispute Resolution15.1. This Agreement is governed by Mexican law, without reference to conflict of law rules. All disputes will be submitted to the exclusive jurisdiction of the courts of Ciudad de México, and each Party irrevocably consents to such jurisdiction.