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Master Subscription Agreement

Effective date
March 29, 2024
Last updated
March 29, 2024

RunLLM Inc. (d/b/a Herald)

These Enterprise Terms (“Agreement”) establish binding conditions when Customer executes Order Forms referencing these terms. By signing an Order Form, authorized representatives confirm their authority to bind their respective organizations.

Company: RunLLM Inc. (d/b/a Herald) (“Herald”)

1. Order Forms and Service Access

Herald grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to internally access the Services during the applicable Order Form term. Usage must comply with official Documentation and is restricted to internal business purposes only.

Key restrictions:

  • Nonexclusive license
  • Internal use only
  • Limited to documented purposes
  • Nontransferable rights

2. Implementation

Herald provides standard implementation assistance only if specified in the Order Form. Additional services beyond agreed-upon hours are billed at Herald’s then-current hourly rates for consultation.

3. Support and Service Levels

Herald commits to commercially reasonable efforts to provide support, maintenance, and uptime consistent with industry standards, contingent on Customer’s timely payment of fees.

4. Service Updates

Updates, enhancements, and fixes are provided without additional charge and automatically incorporated into the Services. Herald reserves discretion to modify the Services and will use commercially reasonable efforts to provide advance notice of material changes.

5. Ownership and Feedback

5.1 Herald Ownership

Herald retains all right, title, and interest in the Services, including all software, intellectual property, and derivative works. Herald maintains the right to develop competing products.

5.2 Customer Feedback

Customer grants Herald a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use any feedback provided for any purpose.

6. Fees and Payment

6.1 Payment Terms

  • Invoiced annually in advance unless otherwise specified in the Order Form
  • Due within 30 days of invoice in U.S. dollars
  • Past-due invoices accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
  • Customer is responsible for all applicable taxes, excluding Herald income taxes
  • Fees are non-refundable and not subject to set-off

6.2 Overages

Exceeding usage limits triggers pro-rata billing at Order Form rates or Herald’s then-current standard overage rates. Renewal terms include additional fees for excess usage.

7. Restrictions

Customer shall not, directly or indirectly:

  1. Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services
  2. Modify or create derivative works based on the Services
  3. Copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services
  4. Use the Services for the benefit of any third party
  5. Remove or obscure any proprietary notices on the Services
  6. Build competitive applications using or based on the Services
  7. Interfere with or disrupt the operation of the Services
  8. Bypass or circumvent any access prevention or security measures

Additional Obligations: Customer is responsible for all activity on its account and all Customer Data uploads. Customer must comply with all applicable laws, including data privacy, export control, and communications regulations, and must not violate third-party intellectual property or contractual rights.

8. Customer Data

8.1 Ownership and Responsibility

Customer retains all right, title, and interest in Customer Data. Customer bears sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data.

8.2 Representations

Customer warrants that it possesses all rights necessary to provide Customer Data to Herald without infringement, violation, or misappropriation of any third-party rights.

8.3 Herald’s Obligations

  • Maintains commercially reasonable efforts to protect the security and integrity of Customer Data
  • Not responsible for unauthorized access unless caused by Herald’s gross negligence or willful misconduct
  • Complies with applicable data protection laws
  • Shall not sell personal data or use it for any commercial purpose beyond providing the Services

8.4 Data Deletion

Customer Data may be irretrievably deleted if an account is 90 or more days delinquent.

8.5 Permitted Uses

Herald may:

  • Internally use and modify (but not disclose) Customer Data for the purpose of providing the Services
  • Generate and freely use Aggregated De-Identified Data, defined as aggregate, de-identified data that cannot in any way be linked specifically to Customer

9. Third-Party Integrations

9.1 Acknowledgments

  • The Services may depend on third-party APIs and services
  • Availability of certain features is contingent on access to Third-Party Integrations
  • Revoked permissions may suspend affected Service functionality

9.2 Customer Responsibilities

  • Customer warrants possession of all rights, licenses, permissions, and consents necessary to connect Third-Party Integrations
  • Customer indemnifies Herald for claims arising from use of Third-Party Integrations
  • Customer is solely responsible for procuring all necessary integration rights
  • All data exchanges with third-party services are governed by the applicable third-party terms

9.3 Herald Disclaimers

Herald cannot and does not guarantee continued incorporation of any specific integrations and makes no representations or warranties regarding Third-Party Integrations.

10. Term and Termination

10.1 Agreement Duration

This Agreement commences on the date of the first Order Form and continues until all Order Form terms have expired or been terminated.

10.2 Order Form Terms

  • Begins on the effective date specified in the Order Form
  • Continues for the initial term specified (“Order Form Initial Term”)
  • Auto-renews for successive equal periods (“Order Form Renewal Term”) unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term

10.3 Termination for Breach

Either party may terminate upon written notice if the breaching party fails to materially cure such breach within thirty (30) days of receiving written notice.

10.4 Suspension Rights

Herald may suspend or limit access if:

  • Customer’s account is 60 or more days past due, or
  • Customer’s usage causes or is likely to cause damage or degradation that interferes with other customers’ access to the Services

10.5 Suspension Procedures

  • Herald will use reasonable good-faith efforts to resolve issues before suspending access
  • Herald will use commercially reasonable efforts to notify Customer of the nature of any degradation
  • Access will be reinstated if Customer remediates the issue within 30 days of notice

10.6 Post-Termination

Provisions that survive termination include accrued payment obligations, ownership, warranty disclaimers, indemnification, and limitation of liability. Customer Data export services following termination are billable at standard rates then in effect.

11. Indemnification

11.1 Mutual Obligation

Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party and its affiliates and each of their respective employees, contractors, directors, suppliers, and representatives from third-party liabilities and claims arising from:

  • (i) Customer Data or use of the Services (where Customer is Indemnitor)
  • (ii) Claims that the Services infringe a third party’s intellectual property rights (where Herald is Indemnitor)

11.2 Conditions

To receive indemnification, the Indemnitee must:

  • (x) Provide prompt written notice of the claim
  • (y) Grant the Indemnitor the option to assume sole control of the defense
  • (z) Provide reasonable information and assistance at the Indemnitor’s expense

11.3 Herald Exclusions

Herald’s indemnification obligations do not apply where claims arise from:

  1. Materials not created by Herald, including Customer Data
  2. Services built to Customer’s specifications
  3. Customer’s modification of the Services after delivery
  4. Customer combining the Services with non-Herald products where the injury arises from the combination
  5. Customer continuing allegedly infringing activity after receiving notice
  6. Customer using the Services outside the scope of this Agreement

12. Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HERALD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

13. Limitation of Liability

13.1 Exclusions from Cap

The liability cap in Section 13.3 does not apply to indemnification obligations or Customer’s breach of Section 7.

13.2 Excluded Damages

Neither party shall be liable for:

  • Lost profits, loss of data, cost of procurement of substitute goods or services, or any special, indirect, incidental, punitive, or consequential damages
  • Bugs, viruses, trojans, or similar malicious code transmitted through the Services, regardless of source

13.3 Direct Damages Cap

Each party’s aggregate liability arising out of or related to this Agreement is capped at the total fees paid or payable by Customer to Herald in the twelve (12) months preceding the event giving rise to the claim.

14. Miscellaneous

14.1 Entire Agreement

This Agreement represents the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, and agreements. In the event of a conflict, the Order Form controls.

14.2 Governing Law

This Agreement is governed by the laws of the State of California, excluding its conflict-of-law rules. The parties consent to exclusive jurisdiction in state and federal courts located in San Francisco, California.

14.3 Notices

Written notices are effective when: personally delivered, received by certified mail, confirmed by email, or delivered by overnight courier on the next business day. Notices shall be sent to the contact addresses specified in the Order Form.

14.4 Amendment

This Agreement may only be amended by a written instrument executed by authorized representatives of both parties. Payment obligations are not subject to force majeure exemptions.

14.5 Force Majeure

Neither party is liable for performance failures caused by circumstances beyond reasonable control, including natural disasters, power failures, cyberattacks, acts of war or terrorism, labor disruptions, or governmental acts.

14.6 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except that: (i) either party may assign to a successor-in-interest in connection with a merger, acquisition, or sale of all or substantially all of its assets; and (ii) Herald may use subcontractors in connection with delivering the Services.

14.7 Relationship of the Parties

No agency, partnership, joint venture, or employment relationship is created by this Agreement. Neither party has authority to bind the other.

14.8 Attorneys’ Fees

The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable costs and attorneys’ fees.

14.9 Severability

If any provision is found unenforceable, it shall be reformed only to the minimum extent necessary to make it enforceable. All other provisions remain in full force and effect.

14.10 Waiver

Failure to enforce any breach of this Agreement shall not constitute a waiver of that breach or limit the non-breaching party’s right to enforce the same provision in the future.