CoreStory Platform Master Subscription Agreement

Last Updated: February 2025

This CoreStory Platform Subscription Agreement (“Agreement”) governs Customer’s initial purchase on the Effective Date (as set forth on Customer’s initial Order Form) and any future purchases made by Customer that reference this Agreement. This Agreement is by and between Crowdbotics, Inc. d/b/a CoreStory (“CoreStory”), a Delaware corporation located at 2081 Center Street, Berkeley, CA 94704, and the Customer identified on the applicable Order Form. CoreStory provides the CoreStory Platform (“Platform”) on a subscription basis (each, a “Subscription”).

The term of each Subscription is designated in the applicable Order Form (“Subscription Term”). By entering into an Order Form that references this Agreement or using the Platform, Customer agrees to the terms of this Agreement.

1. Definitions

Capitalized terms have the meanings set forth below.

Affiliate means any entity that controls, is controlled by, or is under common control with Customer, where “control” means ownership or the right to vote more than fifty percent (50%) of the voting interests of an entity.

AI or Artificial Intelligence means technology that simulates human intelligence or performs cognitive tasks including generation of content, predictions, recommendations, or decisions, such as machine learning, generative AI, natural language processing, computer vision, or large language models (LLMs).

Confidential Information means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes the Platform, Customer Data, Documentation, and the terms of this Agreement.

Customer means the entity entering into this Agreement as identified on an Order Form.

Customer Data means data submitted to the Platform by or on behalf of Customer or its Users.

Documentation means CoreStory’s user and technical documentation made available through the Platform, CoreStory websites, or other channels designated by CoreStory.

Inputs means prompts or other content submitted by Customer into any part of the Platform that features the use of AI.

Intellectual Property Rights means all current and future intellectual property rights, including patents, copyrights, trade secrets, and trademarks.

Order Form means an ordering document executed by both parties that references this Agreement.

Outputs means any outputs generated by the Platform based on Customer’s Inputs.

Representatives means a party’s employees, advisors, and agents who are bound by confidentiality obligations.

Resultant Data means usage and analytics data generated by the Platform, aggregated and anonymized, which does not include Customer’s raw Inputs, Outputs, or proprietary materials.

Third Party means any person or entity other than CoreStory or Customer.

Use means to access or use the Platform as permitted under this Agreement.

User means an individual or machine authorized by Customer to access or use the Platform.

2. Grant of License

Subject to this Agreement, CoreStory grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to Use the Platform during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation and the applicable Order Form.

CoreStory retains all ownership rights in the Platform and Documentation. No rights are granted except as expressly stated.

3. License Restrictions

Customer shall not, and shall not permit others to:

a) sell, sublicense, distribute, or transfer the Platform
b) reverse engineer or attempt to derive source code
c) allow usage beyond the restrictions of this Agreement or any Order Form
d) use the Platform to develop or operate applications for third-party benefit without CoreStory’s consent
e) introduce harmful code or interfere with Platform operations
f) use the Platform for third-party training or platform-as-a-service offerings
g) modify or create derivative works of the Platform

Customer shall not Use the Platform with content that:

i) is harmful, abusive, defamatory, or illegal
ii) violates privacy or discrimination laws
iii) infringes third-party rights
iv) violates applicable law

CoreStory may suspend access immediately upon suspected violation.

4. AI-Related Terms

If Customer uses features of the Platform involving AI:

i) Customer will not misrepresent AI-generated Outputs as human-generated
ii) Customer owns Inputs and Outputs, to the extent permitted by law
iii) Customer is responsible for ensuring Inputs and Outputs comply with this Agreement

Customer acknowledges AI limitations including the potential for errors, bias, incorrect context, and lack of creativity or emotional intelligence.

CoreStory will use commercially reasonable efforts to test AI features for fairness, transparency, and accuracy and to implement industry-standard AI governance measures.

5. Accounts, Passwords, and Security

Customer must maintain accurate registration information and keep account credentials confidential. Customer is responsible for activities occurring under its accounts unless caused by CoreStory’s security breach or unauthorized use following Customer’s notice to CoreStory.

CoreStory support staff may access Customer’s account solely to provide support.

6. Subscription Term and Renewals

Unless otherwise stated on the Order Form, Subscriptions automatically renew for successive twelve (12) month terms at CoreStory’s then-current Subscription rates unless a party gives notice of non-renewal before the end of the current Subscription Term.

7. Payment Terms

Fees are due as stated on the Order Form, non-refundable, without setoff. Overdue amounts may result in suspension of access. Customer is responsible for withholding taxes and must gross up payments so CoreStory receives the full amount.

8. Verification and Audit

CoreStory may access Customer’s Platform instances to verify compliance. CoreStory may also audit Customer’s Use upon ten (10) days’ notice. If usage exceeds licensed amounts, Customer must pay additional fees and, if exceeding by more than 25%, audit costs.

9. Confidentiality

Receiving Party shall:

a) protect Confidential Information using no less than reasonable care, and
b) use Confidential Information only for purposes of this Agreement

Exceptions apply for information that: is public, known without obligation, independently developed, approved for release, or legally compelled to be disclosed (with notice to Disclosing Party where permitted).

Confidentiality obligations survive three (3) years after termination.

10. Customer Data

Customer owns Customer Data. Customer grants CoreStory a limited license to process Customer Data to provide the Platform. Customer warrants rights necessary to grant this license.

CoreStory may use aggregated and anonymized Customer Data (including Resultant Data) for analytics and Platform improvement. CoreStory owns Resultant Data.

Customer Data may be hosted in U.S. public cloud environments.

Upon written request within thirty (30) days after termination, and subject to payment of outstanding fees, CoreStory will make Customer Data available for export.

11. Excluded Data

Customer shall not submit data subject to heightened legal protections such as GLBA, FERPA, COPPA, PCI-DSS, or HIPAA. CoreStory has no liability for Excluded Data; however, CoreStory will cooperate in returning or deleting any inadvertently received Excluded Data.

12. Indemnification by Customer

Customer will indemnify and defend CoreStory from claims arising out of:
i) Customer’s use of the Platform
ii) infringement caused by Customer’s Inputs
iii) Customer’s use of Outputs
iv) Customer’s violation of applicable law

CoreStory may assume defense at its expense.

13. Third-Party Users

The Platform may not be used to provide services for third parties without CoreStory’s express consent. No third-party beneficiaries are created by this Agreement.

14. Termination

Either party may terminate upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days. Termination does not relieve Customer of outstanding payment obligations.

15. Warranty Disclaimer

THE PLATFORM AND SUPPORT ARE PROVIDED “AS IS.” CORESTORY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CORESTORY DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR MEET CUSTOMER REQUIREMENTS.

16. Limitation of Remedies

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

17. Limitation of Liability

CORESTORY’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
These limitations reflect the pricing and allocation of risk between the parties.

18. Statute of Limitations; Jury Waiver

Any claim must be brought within twelve (12) months of accrual.
Each party waives the right to a jury trial in any action relating to this Agreement.

19. Marketing Support

CoreStory may identify Customer as a customer of the CoreStory Platform and use Customer’s name and logo in client listings and marketing materials.

20. Compliance with Laws

Customer represents it is not restricted by U.S. trade sanctions or on restricted party lists. Customer must comply with export control laws. CoreStory may terminate immediately for breach of this section.

21. Amendments; Waivers

Amendments must be in writing signed by both parties. Failure to enforce rights is not a waiver.

22. Entire Agreement

This Agreement, together with applicable Order Forms, constitutes the entire agreement and supersedes prior agreements relating to the Platform.

23. Force Majeure

Neither party is liable for delays beyond reasonable control (excluding payment obligations).

24. Assignment

Neither party may assign without the other’s consent, except in the event of merger, reorganization, or acquisition.

25. Governing Law; Arbitration

This Agreement is governed by the laws of Delaware and the United States.
Any dispute will be resolved by binding arbitration administered by JAMS in San Francisco, California, in English.

Arbitrator shall not award damages beyond those permitted under Section 17.

26. Survival

Sections regarding confidentiality, payment, warranties, limitations of liability, marketing, and dispute resolution survive termination.

End of Agreement