Master Services Agreement

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.2 "Agreement" means this MSA, all Order Forms, Statements of Work ("SOWs"), Data Processing Addenda ("DPA"), and incorporated exhibits.

1.3 "AI Features" means functionality within the Services that uses machine learning or artificial intelligence models, including GTMx Copilot.

1.4 "Customer Data" means all data, content, prompts, materials, and information submitted to the Services by or on behalf of Customer, including data processed via integrations.

1.5 "Documentation" means GTMx-provided user guides, technical materials, and policies.

1.6 "Order Form" means a mutually executed document specifying enterprise Services, custom terms, or Subscription Term (where applicable).

1.7 "Outputs" means content or results generated by the Services, including AI-generated outputs.

1.8 "Personal Data" means any information relating to an identified or identifiable individual.

1.9 "Services" means GTMx's SaaS platform for AI visibility and recommendation intelligence, including AEO scanning, content generation, brand voice analysis, win-loss intelligence, APIs, AI systems, integrations, and related services.

1.10 "Subscription Term" means the period specified in an Order Form.

2. Provision of Services

2.1 Services Delivery

GTMx will provide the Services during the applicable Subscription Term in accordance with this Agreement and Order Forms.

2.2 Access Rights

Subject to payment of Fees and compliance with this Agreement, GTMx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for internal business purposes.

2.3 Affiliates

Customer Affiliates may access the Services only if authorized in an Order Form or by executing their own Order Form.

2.4 Modifications

GTMx may update or modify the Services, provided such changes do not materially degrade core functionality.

2.5 Availability

GTMx will use commercially reasonable efforts to maintain Service availability but does not guarantee uninterrupted operation.

3. Customer Responsibilities

Customer shall:

• Ensure Users comply with this Agreement
• Maintain the confidentiality of account credentials
• Promptly notify GTMx of unauthorized access
• Obtain all rights, consents, and permissions required to provide Customer Data
• Use the Services and Outputs in compliance with applicable laws
• Independently review Outputs prior to reliance

Customer is responsible for all activities conducted under its accounts.

4. Restrictions

Customer shall not:

• Reverse engineer, decompile, or attempt to extract source code
• Benchmark or publish performance data without prior consent
• Resell, sublicense, or commercially exploit the Services without authorization
• Use the Services to develop or train competing products or models
• Circumvent usage limits or access controls
• Upload malicious code or unlawful content
• Access data of other users without authorization

5. Fees and Payment

5.1 Fees

Customer shall pay all Fees as specified at the time of subscription or purchase. Current pricing is displayed on the GTMx website.

5.2 Payment Processing

All payments are processed through Stripe, a third-party payment processor. By providing payment information, Customer agrees to Stripe's terms of service and privacy policy. GTMx does not store or have access to full payment card details.

5.3 Billing Cycles

Unless otherwise stated:

• Annual subscriptions: charged upfront for the full year
• Monthly subscriptions: billed automatically at the start of each billing cycle
• Charges are recurring until cancelled

5.4 Failed Payments and Suspension

If a payment fails, GTMx may retry the charge and/or suspend access to the Services until payment is successfully collected. GTMx may suspend Services for non-payment.

5.5 Taxes

Fees exclude taxes. Customer is responsible for all applicable taxes, excluding taxes based on GTMx's income.

6. Intellectual Property

6.1 GTMx IP

GTMx retains all rights in and to:

• The Services and underlying technology
• AI models, algorithms, and system architecture
• Improvements and derivative works
• Aggregated and de-identified analytics

6.2 Customer Data

Customer retains all rights to Customer Data.

Customer grants GTMx a limited, worldwide, non-exclusive license to:

• Host, store, process, and transmit Customer Data
• Provide, maintain, and improve the Services
• Generate Outputs

6.3 Outputs

Subject to applicable law, GTMx assigns to Customer its rights, if any, in Outputs generated specifically for Customer.

Customer acknowledges Outputs:

• May not be unique
• May resemble outputs generated for other users
• Require human review and validation

7. Artificial Intelligence Features

7.1 Use of AI Features

AI Features process Customer Data to generate Outputs and enable functionality within the Services.

7.2 Data Usage Restrictions

Unless expressly agreed in writing:

• GTMx does not use Customer Data to train generalized AI models
• GTMx does not use Customer Data to train third-party models

7.3 Permitted Use of Aggregated Data

GTMx may use aggregated, anonymized, or de-identified data to:

• Improve system performance
• Enhance safety and reliability
• Develop new features

7.4 Nature of Outputs

Customer acknowledges that Outputs:

• Are generated automatically and probabilistically
• May contain inaccuracies, omissions, or bias
• Should not be relied upon without independent verification

7.5 Automated Processing

Customer acknowledges that:

• Processing may occur without human review
• Outputs may influence workflows or decisions
• Customer remains solely responsible for decisions made using the Services

7.6 Third-Party AI Providers

Certain features may rely on third-party infrastructure. GTMx remains responsible for managing such providers in accordance with applicable obligations.

8. Data Protection and Security

8.1 Roles of the Parties

To the extent GTMx processes Personal Data:

• Customer acts as controller (or business)
• GTMx acts as processor (or service provider)

8.2 Data Processing Addendum

Where required by law, the Parties will enter into a DPA governing Personal Data processing.

8.3 Security Measures

GTMx maintains commercially reasonable administrative, technical, and organizational safeguards, including:

• Encryption in transit
• Access controls and authentication
• Logging and monitoring
• Incident response processes

8.4 No Sale of Personal Data

GTMx does not sell Personal Data.

8.5 Customer Obligations

Customer is responsible for:

• Lawful collection and use of Personal Data
• Providing required notices and obtaining consent

9. Confidentiality

Each Party agrees to:

• Protect Confidential Information using reasonable care
• Use it only to fulfill obligations under this Agreement
• Limit disclosure to personnel with a need to know

Confidential Information excludes information that:

• Is publicly available
• Was lawfully known prior
• Is independently developed

Confidentiality obligations survive five (5) years after termination (trade secrets indefinitely).

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each Party warrants it has authority to enter into this Agreement.

10.2 Limited Warranty

GTMx warrants that the Services will materially conform to Documentation.

10.3 Disclaimer

Except as expressly provided, Services are provided "as is" and "as available."

GTMx disclaims all implied warranties, including:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT

GTMx does not guarantee that:

• Services will be uninterrupted or error-free
• Outputs will be accurate, complete, or reliable

11. Indemnification

11.1 By GTMx

GTMx will defend Customer from third-party claims alleging that the Services infringe intellectual property rights, excluding claims arising from:

• Customer Data
• Unauthorized use
• Modifications or combinations not provided by GTMx

11.2 By Customer

Customer will defend and indemnify GTMx from claims arising from:

• Customer Data
• Use of Outputs
• Violation of law
• Breach of this Agreement

12. Limitation of Liability

12.1 Excluded Damages

Neither Party shall be liable for:

• Indirect, incidental, special, or consequential damages
• Lost profits, revenue, or data
• Business interruption

12.2 Liability Cap

Each Party's total liability shall not exceed the Fees paid or payable in the 12 months preceding the claim.

12.3 Exceptions

The above limitations do not apply to:

• Confidentiality breaches
• Indemnification obligations
• Willful misconduct
• Customer payment obligations

13. Term and Termination

13.1 Term

This Agreement remains in effect until all Order Forms expire or are terminated.

13.2 Termination for Cause

Either Party may terminate for material breach not cured within thirty (30) days.

13.3 Effect of Termination

Upon termination:

• Access to Services ceases
• Fees become immediately due
• Customer Data will be deleted or returned upon request, subject to legal obligations
• Certain provisions survive termination

14. Compliance and Export Controls

Customer agrees to comply with:

• Export control laws
• Sanctions regulations
• Anti-corruption laws

Customer will not use the Services in prohibited jurisdictions.

15. Publicity

GTMx may identify Customer as a client unless Customer opts out in writing.

16. Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control, including:

• Natural disasters
• Cyberattacks
• Labor disputes
• Government actions

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware.

Disputes shall be resolved:

• First through good-faith negotiation
• Then through binding arbitration (unless prohibited by law)

Each Party waives participation in class actions where permitted.

18. Miscellaneous

• Entire Agreement: This Agreement supersedes prior agreements
• Assignment: No assignment without consent (except in M&A)
• Independent Contractors: Parties are independent contractors
• No Waiver: Must be in writing
• Severability: Invalid provisions do not affect the remainder

19. Contact

Patri Inc. (d/b/a GTMx)
Email: legal@gtmx.ai