Software as a Service Agreement

Effective April 9, 2026

1. Definitions

  • “Acceptable Use Policy” — policy governing acceptable use of the Services.

  • “Customer Property” — Input, Output, and content/data supplied by Customer.

  • “Input” — information, documents, prompts, or multimodal data inputted by Customer or Users.

  • “Output” — synthetic, predictive, or analytical output generated by the Services.

  • “ArchetypeID Property” — Services, Documentation, algorithms, behavioral science methodologies, and AI assets including Virtual Twins, Synthetic Focus Groups, and Large Scale Audience Simulation.

  • “Order Form” — ordering document for the Services.

  • “Services” — software services and AI platform provided by ArchetypeID.

2. Services and Acceptable Use

2.1 Provision of Services. Subject to the payment of all applicable Fees, ArchetypeID grants Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms of this Agreement.


2.2 Acceptable Use. Customer agrees to comply with the Acceptable Use Policy. Any use of the Services to train competing artificial intelligence models, conduct high-risk automated decision making, or create unauthorized digital replicas of real individuals is strictly prohibited.

3. Fees and Payment

3.1 Fees and Automatic Upgrades. Customer will pay ArchetypeID all fees specified in the applicable Order Form. If Customer’s usage of the Services exceeds previously purchased usage levels, any incremental Fees will be prorated over the remaining period of the then-current Subscription Term and automatically charged.


3.2 Invoicing and Payment. By providing a payment method, Customer authorizes ArchetypeID to charge all applicable Fees when due. Unless otherwise specified in an Order Form, Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Overdue invoices are subject to a finance charge of 1.5% per month. Payment obligations are non-cancellable and Fees paid are non-refundable.


3.3 Taxes. Customer is solely responsible for all taxes, assessments, tariffs, or duties arising from the provision of the Services, excluding taxes based on ArchetypeID’s net income.

4. Intellectual Property Ownership

4.1 Customer Property. Customer retains all right, title, and interest in and to the Customer Property (including Inputs and Outputs).


4.2 ArchetypeID Property. ArchetypeID retains all right, title, and exclusive interest in and to the ArchetypeID Property, including its computational engines, Virtual Twins, Synthetic Focus Groups, and all associated patents, copyrights, and trade secrets. No title or ownership rights to ArchetypeID Property are transferred to Customer.


4.3 Licenses to ArchetypeID. Customer grants ArchetypeID a limited, non-exclusive, royalty-free license to access and use the Customer Property solely as necessary to provide the Services to Customer and to train, fine-tune, and improve the artificial intelligence models and behavioral methodologies developed by ArchetypeID; provided, however, that any Customer Property used for model training must be aggregated and de-identified so that it cannot identify Customer, its Users, or any confidential underlying IP of Customer.

5. Data Privacy and Security

5.1 Data Processing Agreement. The Data Processing Agreement accessible at https://archetypeid.ai/legal/dpa is fully incorporated by reference.


5.2 Sub-Processors. Customer acknowledges that ArchetypeID may use Sub-processors to provide and improve the Services. A list of current Sub-processors is available at https://archetypeid.ai/legal/sub.


5.3 Information Security. ArchetypeID will maintain an information security program designed to secure the Services and Customer Property against accidental or unlawful loss or unauthorized access, implementing the security measures available at https://archetypeid.ai/legal/isr.

6. Confidentiality

During the term of this Agreement and for three (3) years thereafter (and indefinitely for trade secrets), each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner it protects its own. A Receiving Party may not disclose Confidential Information except to Affiliates, employees, or agents who need to know such information and are bound by written confidentiality agreements.

7. Warranties and Disclaimers

7.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.


7.2 Disclaimers on AI Outputs. To the maximum extent permitted by law, the Services are provided “as is.” ArchetypeID provides predictive behavioral modeling and synthetic analytics. Outputs generated by the Services are probabilistic computational models and do not constitute absolute factual guarantees, nor professional, financial, or legal advice. ArchetypeID specifically disclaims all implied warranties of merchantability or fitness for a particular purpose. Customer is solely responsible for independently verifying the accuracy of any AI-generated outputs prior to market deployment.

8. Indemnification

8.1 By ArchetypeID. ArchetypeID shall indemnify, defend, and hold harmless Customer from any Third-Party Claim alleging that the Services infringe any patent, copyright, or trade secret. ArchetypeID shall have no liability to the extent the claim arises from Customer Property, modification of the Services by Customer, or Customer’s violation of the AUP.


8.2 By Customer. Customer shall indemnify, defend, and hold harmless ArchetypeID from any Third-Party Claim arising from Customer Property infringing the rights of a third party, or Customer’s breach of the Acceptable Use Policy.

9. Limitation of Liability

9.1 Exclusion of Damages. In no event shall either Party have any liability for any lost profits, loss of use or data, or for any indirect, special, incidental, punitive, or consequential damages.


9.2 Liability Cap. In no event shall either Party’s aggregate liability arising out of this Agreement exceed the amounts actually paid by Customer during the twelve (12) months prior to the date on which such claim arose.


9.3 Exceptions. The exclusions and limitations in Sections 9.1 and 9.2 do not apply to obligations under Section 6 (Confidentiality) or Section 8 (Indemnification), liability for gross negligence or willful misconduct, or liability for Customer’s breach of the Acceptable Use Policy or infringement or misappropriation of ArchetypeID’s Intellectual Property Rights.

10. Term and Termination

10.1 Term of Subscriptions. Customer’s access commences on the start date specified in the Order Form. Subscriptions will automatically renew for the same period unless either Party elects not to renew by notifying the other in writing at least 60 days before the renewal date. Per-unit pricing for any renewal may increase by up to 5% or the CPI increase, whichever is greater.


10.2 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.


10.3 Effect of Termination. Upon termination, Customer shall cease all use of the Services. Termination shall not affect any obligation accrued prior to such termination.

11. Miscellaneous

11.1 Relationship. The Parties are independent contractors.


11.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.


11.3 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any dispute shall be determined by final and binding arbitration in Atlanta, Georgia, administered by JAMS pursuant to its Comprehensive Arbitration Rules.


11.4 Entire Agreement. This Agreement, including the DPA, AUP, and Order Forms, constitutes the entire agreement between the Parties and supersedes all prior agreements. Except for ArchetypeID’s modification of policies to comply with applicable law, no modification is binding unless in writing and signed by both Parties.

Contact

Questions about this Agreement can be sent to legal@archetypeid.ai. Mailing address: Sparky AI, Inc. d/b/a ArchetypeID, 235 Mitchell St SW, Atlanta, GA 30303.