This Master Subscription Agreement (the “Agreement”) is entered into between 주식회사 플로젠, doing business as flowgen (“flowgen”), and the customer identified on an applicable order form (“Customer”). It governs Customer's purchase of, and access to, flowgen's software-as-a-service platform, which analyzes how artificial intelligence systems describe, cite and recommend specified products and brands, and sets out the rights and obligations of both parties. By executing an order or accessing the services, Customer agrees to be bound by this Agreement.
Contents
1. Overview
flowgen provides a software platform that analyzes how AI systems, including large language models and answer engines, handle specified products and brands. The platform offers features that may include answer engine insights, prompt volumes, agent analytics, shopping analysis, agents and related reporting (collectively, the “Services”), each as described in the applicable order.
2. Services
Customer may order subscriptions to the Services through one or more order forms. Subject to this Agreement, flowgen grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services, and to use the reports and insights generated through the Services, for Customer's internal business purposes. Customer is responsible for managing its users and for all activity that occurs under its login credentials. Customer may not share credentials, resell or sublicense the Services, use the Services to build a competitive product, or reverse engineer any part of the platform.
3. Service Levels and Support
flowgen will use commercially reasonable efforts to make the Services available and to provide support in accordance with its then-current service level and support policies, which flowgen may update from time to time provided that the updates do not materially reduce the level of service during a paid subscription term.
4. Data
As between the parties, Customer retains all rights in the data it submits to the Services (“Customer Data”), and flowgen retains all rights in the Services, its underlying technology and the datasets it compiles. flowgen may collect and use telemetry and usage data derived from Customer's use of the Services in aggregated or de-identified form to operate, secure, benchmark and improve the Services, provided such data does not identify Customer.
5. Customer Obligations
Customer is responsible for ensuring that Customer Data and its use of the Services comply with applicable law, and represents that it has obtained all rights, consents and permissions necessary for flowgen to process Customer Data as contemplated by this Agreement. Customer will not use the Services to transmit unlawful, infringing or harmful content.
6. Suspension of Service
flowgen may immediately suspend Customer's access to the Services, in whole or in part, if Customer materially breaches this Agreement, fails to pay fees when due, if a change in law makes continued provision unlawful, or if flowgen reasonably believes that Customer's use poses a security risk to the Services or any third party. flowgen will use reasonable efforts to notify Customer and to restore access once the issue is resolved.
7. Third-Party Platforms
The Services may integrate with or retrieve information from third-party platforms, including AI systems, analytics providers and content delivery networks. Use of any third-party platform is governed by that platform's own terms, and flowgen is not responsible for the availability, accuracy or operation of third-party platforms or for any changes they make.
8. Fees and Taxes
Customer will pay the fees stated in each order in U.S. dollars, in accordance with the payment terms set out there. Except as expressly stated in this Agreement, fees are non-refundable. Fees exclude taxes, and Customer is responsible for all applicable sales, use, value-added and similar taxes other than taxes on flowgen's net income.
9. Warranties and Disclaimers
Each party warrants that it has the authority to enter into this Agreement. flowgen warrants that the Services will perform materially in accordance with the applicable documentation. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS,” AND FLOWGEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. flowgen does not warrant that the Services will be uninterrupted or error-free, or that outputs of third-party AI systems will be accurate.
10. Term and Termination
This Agreement begins on the effective date of the first order and continues until no order has been in effect for 90 days. Either party may terminate this Agreement or any order for material breach if the breach is not cured within 30 days after written notice. Upon termination, Customer's access to the Services will cease, and flowgen will make Customer Data available for export for a reasonable period before deleting it in accordance with its retention practices.
11. Feedback
If Customer provides suggestions, ideas or other feedback regarding the Services, flowgen may use that feedback without restriction or obligation to Customer.
12. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply to a party's breach of its confidentiality obligations or to its indemnification obligations.
13. Indemnification
flowgen will defend Customer against third-party claims alleging that the Services, as provided by flowgen, infringe a third party's intellectual property rights, and will pay resulting damages and costs finally awarded. Customer will defend flowgen against third-party claims arising from Customer Data or Customer's breach of its obligations under this Agreement. The indemnified party must promptly notify the indemnifying party and provide reasonable cooperation.
14. Confidentiality
Each party will protect the other party's confidential information using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care, and will use it only for purposes of this Agreement. Confidentiality obligations survive for three years after termination, and indefinitely for trade secrets.
15. Required Disclosures
A party may disclose confidential information to the extent required by law, regulation or court order, provided that it gives the other party advance notice where legally permitted and cooperates in seeking protective treatment.
16. Trials and Betas
flowgen may offer free trials, pilots or beta features. Unless otherwise agreed, free trials are limited to 30 days. Trials and betas are provided without warranty of any kind, may be modified or discontinued at any time, and flowgen's total liability in connection with them will not exceed $50.
17. Publicity
flowgen may identify Customer as a customer, including by using Customer's name and logo in customer lists and marketing materials, unless Customer requests in writing that flowgen stop doing so.
18. General Terms
Neither party may assign this Agreement without the other's consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, and the state and federal courts located in Delaware have exclusive jurisdiction over any dispute. Notices must be in writing and delivered to the addresses set out in the applicable order; notices to flowgen may be sent to the address stated in the applicable order. This Agreement may be amended only in a writing signed by both parties, constitutes the entire agreement between the parties regarding its subject matter, and supersedes prior agreements. Each party will comply with applicable export control laws, and the Services are “commercial computer software” for purposes of U.S. government acquisition regulations.