1. Services

Provider agrees to deliver access to the Proofolio platform and associated services as outlined in the accompanying Quote. Services include:

• Platform access

• Conversational AI interview tools

• Content generation and storage

• Hosting and infrastructure

• Support and onboarding services

The Platform uses artificial intelligence to conduct interviews and generate content. Client is responsible for reviewing all AI-generated output for accuracy before publication or distribution.

2. Term

The initial term of this agreement is 12 months beginning on the service start date.

The agreement will automatically renew for successive 12-month periods unless either party provides at least 30 days’ written notice of non-renewal before the end of the current term.

3. Fees and Payment

Client agrees to pay fees as outlined in the Quote. Payment options include:

• Monthly recurring subscription, or

• Annual prepayment

All fees are non-refundable once services have commenced.

Failure to make timely payments may result in suspension of access to the Platform after 10 business days’ written notice.

4. Setup and Onboarding

Any waived fees (including setup fees) are one-time concessions and do not apply to future renewals or additional services unless explicitly stated.

5. Usage Limits

Client usage is subject to the limits outlined in the Quote, including:

• Number of stories

• Storage capacity

• Number of authorized users

Additional usage may require a separate agreement or additional fees.

6. Content Ownership

All content created through the Platform is owned by the Client.

Client is responsible for obtaining all necessary rights, permissions, and consents from participants prior to content creation and use.

Provider does not claim ownership of Client content. Provider retains all rights, title, and interest in the Platform, its AI models, software, and branding.

7. Data Use and Restrictions

Provider agrees:

• Not to use Client content for marketing or commercial purposes without written consent

Provider may process data solely for the purpose of delivering the services outlined in this agreement.

8. Data Storage and Retention

Provider will host and store Client content during the active term of the agreement.

Upon termination or non-renewal:

• Client will have 30 days to export or retrieve content from the Platform

• After the 30-day retrieval period, Provider may permanently delete all Client content

• Provider will certify deletion in writing upon request

Client is responsible for exporting any content prior to the end of the retrieval period.

9. Data Security

Provider utilizes commercially reasonable administrative, technical, and physical safeguards to protect stored data, including encryption of data in transit and at rest.

Provider works with infrastructure vendors that maintain industry-standard security certifications (e.g., SOC 2, ISO 27001). Provider does not guarantee specific compliance certifications unless explicitly stated in the Quote.

In the event of a confirmed security breach affecting Client content, Provider will notify Client within 72 hours.

If Client requires a Data Processing Agreement (DPA) to comply with applicable data protection laws, Provider will negotiate and execute one in good faith as a supplement to these Terms.

10. Support

Provider will provide:

• Onboarding assistance

• Live support

• Ongoing check-ins

Support is provided during normal business hours (Monday–Friday, 9:00 AM–5:00 PM Mountain Time) unless otherwise agreed.

11. Consent and Compliance

Client is responsible for obtaining all necessary consents from interview participants, including consent to AI-facilitated interviews, audio/video recording, AI processing of participant data, and publication of resulting content.

Client is responsible for compliance with all applicable laws, regulations, and institutional policies, including FERPA and applicable state privacy laws.

12. Acceptable Use

Client agrees not to use the Platform:

• In violation of any applicable laws or regulations

• To collect or distribute content without proper consent

• To store or transmit unlawful, harmful, or abusive content

• To collect sensitive personal information (health, financial, SSN) unless agreed in writing

• To reverse-engineer, decompile, or extract the Platform’s source code or AI models

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, REVENUE, OR BUSINESS OPPORTUNITIES. PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT DURING THE PRECEDING 6 MONTHS.

Provider is not responsible for the appropriateness of any content created through the Platform, including AI-generated case studies, articles, social media posts, and other materials derived from participant interviews. Client assumes full responsibility for reviewing, approving, and publishing all content generated through the Services. Provider shall not be liable for any claims, damages, or legal actions arising from Client's use, publication, or distribution of Platform-generated content, or from any unlawful, unauthorized, or improper use of the Platform or its underlying technology by Client or its agents.

These limitations do not apply to breaches of Sections 7 or 9, or to either party’s indemnification obligations.

14. Disclaimer

THE PLATFORM IS PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT GUARANTEE SPECIFIC OUTCOMES, RESULTS, OR PERFORMANCE METRICS, NOR THAT AI-GENERATED CONTENT WILL BE ERROR-FREE.

15. Indemnification

Client will indemnify Provider against claims arising from Client’s use of the Platform, failure to obtain required consents, or content published based on Platform outputs.

Provider will indemnify Client against claims arising from Provider’s infringement of third-party intellectual property through the Platform itself.

16. Termination

Either party may terminate the agreement:

• For material breach if not cured within 30 days of written notice

• At the end of the agreed term with 30 days’ written notice of non-renewal

Early termination does not relieve Client of payment obligations for the agreed term unless termination is due to Provider’s uncured material breach.

17. General Provisions

• Provider is an independent contractor and not an employee, partner, or agent of Client.

• This agreement shall be governed by the laws of the State of Utah.

• Neither party may assign this agreement without the other’s written consent, except in connection with a merger or acquisition.

• If any provision is found unenforceable, the remaining provisions continue in full force.

• These Terms may only be amended by written agreement signed by both parties.

• These Terms, together with the Quote, constitute the entire agreement between the parties and supersede all prior discussions or agreements.