Writer platform services agreement

This Platform Services Agreement (this “Agreement“) is between Writer, Inc. (“Writer“) and the party identified as the customer in the applicable Order Form (“Customer“) and is effective as of the date the Parties enter into an Order Form incorporating these terms (the “Effective Date“). Writer and Customer may be referred to collectively as the “Parties” or individually as a “Party“.

1. Definitions

(a) “Authorized User” means anyone authorized by Customer to access and use the Platform under its account.
(b) “Customer Materials” means all information, data, content, and other materials that are submitted or otherwise provided by or on behalf of Customer through the Platform in connection with Customer’s use of the Platform, but excluding any other information, data, data models, content or materials owned or controlled by Writer and made available through or in connection with the Platform. Customer Materials include Platform Output.
(c) “Order Form” means an ordering document or online order, including a trial, entered into by the Parties, which references this Agreement and sets forth the details regarding Customer’s Subscription to the Platform.
(d) “Platform” means Writer’s proprietary full stack, generative artificial intelligence platform, and all associated technology, which is made available by Writer to Customer pursuant to this Agreement and the applicable Order Form.
(e) “Platform Metadata” means any data that is derived from Customer’s and/or its Authorized Users’ use of the Platform, including, without limitation, any usage data, trends, statistical data and performance information, analytics, meta-data, or similar information regarding the operation of the Platform, excluding Customer Materials.
(f) “Platform Output” means the content and materials generated through Customer’s use of the Platform.
(g) “Subscription” means the access to and use of the Platform on a per Authorized User basis.
(h) “Subscription Term” means the time period for the Subscription identified in the applicable Order Form, including thereafter each renewal term.
(i) “Writer IP” means the Platform, including its underlying software, algorithms, interfaces, technology, databases, tools, and know-how used to provide or deliver the Platform, Platform Metadata, all improvements, modifications or enhancements thereto, and all intellectual property rights therein.

2. Platform; Access and Use

2.1 Platform. Subject to the terms of the applicable Order Form, Writer grants to Customer (and its Authorized Users) a limited, non-exclusive, non-transferable (except as otherwise permitted under this Agreement) right to access and use the Platform during the Subscription Term. A Customer affiliate may separately acquire access rights to the Platform pursuant to this Agreement by entering into an Order Form, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable affiliate for purposes of that Order Form. Customer will be responsible for all acts, omissions, and obligations of Authorized Users in connection with its Subscription. Writer may update the content, functionality, and user interface of the Platform from time to time provided such update will not materially decrease the functionality of the Platform during the applicable Subscription Term. Customer agrees that its use of the Platform under this Agreement is not contingent on the delivery of future features or functionality.
2.2 Restrictions. Customer will not: (a) access or use the Platform in any manner not expressly granted in this Agreement; (b) modify or create derivative works of the Platform, in whole or in part; (c) reverse engineer, disassemble, decompile, decode, scrape, or otherwise attempt to derive or improperly access or download any component of the Platform (including through data or model scraping or the use of any crawler or other mechanism); (d) frame, mirror, sell, resell, rent, or lease any access or use of the Platform to any other third party; (e) access or use the Platform in any manner or for any purpose that infringes any third-party intellectual property or other proprietary right, or that violates any applicable law; (f) interfere with, or disrupt the integrity or performance of, the Platform; (g) access the Platform or Writer’s Confidential Information for benchmarking or competitive analysis to develop a competing product or service; (h) allow Authorized User accounts to be shared or used by more than one individual; (i) use the Platform to engage in harmful, abusive, threatening, sexual, violent, fraudulent, or misleading content, or engage in otherwise illegal activities; or (j) use the Platform in a manner that violates Writer’s Acceptable Use Policy, available at writer.com/legal/acceptable-use/. Writer reserves the right, in its sole discretion, to suspend or terminate Customer’s access to the Platform if it determines Customer to be in violation of the above.
2.3 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Writer reserves and, as between the Parties, will solely own, the Writer IP and all rights, title, and interest in and to the Writer IP. No rights are granted to Customer under this Agreement other than as expressly set forth in this Agreement.
2.4 Third-Party Services. Certain features and functionalities within the Platform may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Any use by Customer of Third-Party Services is solely the responsibility of Customer and the applicable third-party provider. To the extent Customer authorizes the access or transmission of Customer Materials through a Third-Party Service, the Third-Party Service’s terms will govern. In no event will Writer be responsible for, any use, disclosure, modification, or deletion of such Customer Materials or for any act or omission on the part of such third-party provider or its services.
2.5 APIs. Writer’s services may also include access to Writer’s application programming interfaces (“APIs”), which may allow Customer to integrate certain Platform features into its own applications, products, or services. Customer shall not be permitted to distribute or resell Writer’s Platform, products or services or create any binding commitment on behalf of Writer.
2.6 Credits. Depending on the type of Subscription and services purchased in an Order Form, Customer may be permitted to purchase, or Writer may otherwise provide to Customer, credits redeemable for specific services. The purchase and utilization of credits shall be subject to the Credit Terms available at writer.com/legal/credit-terms/.
2.7 Service Levels & Support. During the Subscription Term, Writer will make the Platform available and provide Customer support in accordance with Writer’s Service Level and Support Agreement, available at writer.com/legal/sla/.
2.8 Access to Non-Production Versions of the Platform. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Platform or features within the Platform (collectively, the “Beta Features”). Customer acknowledges and understands that its use of Beta Features is not required and is at Customer’s own risk, and that Beta Features are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Beta Features are not intended for production use, and any support and service level obligations under this Agreement do not apply to Customer’s use of Beta Features. Writer will have no liability for any harm or damage arising out of or in connection with Beta Features.
2.9 Platform Metadata. Customer acknowledges that Writer may aggregate and/or de-identify Platform Metadata related to Customer’s use of the Platform and use such aggregated and de-identified data for any purpose, including to improve the Platform and understand how the Platform is being used. Platform Metadata will never include any Customer Materials.

3. Fees and Payment

3.1 Fees. Customer will pay all undisputed amounts due under the applicable Order Form (“Fees”) within thirty (30) days of invoice date. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Writer with notice and detail of the dispute no later than the invoice due date.
3.2 Payments. Payments due to Writer under this Agreement must be made in U.S. dollars by credit card, wire transfer to an account designated by Writer, or such other payment method mutually agreed by the Parties. All payments are non-refundable unless otherwise provided in this Agreement. Customer will reimburse Writer for all reasonable costs and expenses incurred in collecting any late payments. Writer reserves the right to suspend or downgrade Customer’s access to the Platform with notice in the event of Customer’s non-payment of past due invoices. Customer is responsible for providing complete and accurate billing information to Writer, including the purchase order number at the time of purchase if Customer requires one.
3.3 Taxes. Customer is responsible for all sales, use, ad valorem, and excise taxes, and any other similar taxes, duties and charges imposed by any federal, state, or other governmental regulatory authority on any Fees, other than any taxes imposed on Writer’s income. Any Fees charged to Customer are exclusive of taxes. If any withholding is required by law, Customer will pay Writer any additional amounts necessary to ensure that the net amount that Writer receives, after any such withholding, equals the amount Writer would have received if no withholding had been applied. Writer’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 3.3. If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Writer without undue delay upon execution of the applicable Order Form.
3.4 Auto-renewal. Unless otherwise stated in the applicable Order Form, Customer agrees that its Subscription will automatically renew at the end of the then-current Subscription Term (the “Renewal Date”) for a renewal period equal to the original Subscription Term, at Writer’s then-current rates. Customer authorizes Writer to automatically charge Customer for the applicable Fees on or after each Renewal Date unless the Subscription has been terminated or canceled by Customer at least thirty (30) days prior to the applicable Renewal Date. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Platform until the end of Customer’s then-current Subscription Term provided Customer has paid Writer in accordance with Section 3, but without any right to a refund or credit for such remaining period of the Subscription Term.

4. Confidential Information

4.1 Definition. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information specifically includes this Agreement along with any Order Form, the Platform, Customer Materials, and any business, technical, or financial materials, documentation, or subject matter. Confidential Information will not include any information or materials that: (a) are at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (b) are rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (c) are rightfully acquired by the Receiving Party from a third party that has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (d) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
4.2 Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information using a reasonable standard of care and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. If the Parties previously entered into a non-disclosure agreement, that agreement is superseded and replaced by the terms of this Section 4. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, advisors, or contractors of the Receiving Party who have a need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice (if permitted by law) to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

5. Customer Materials and Data

5.1 Ownership. Writer acknowledges that, as between Customer and Writer and except as otherwise set forth in this Agreement, Customer owns all right, title and interest in and to all Customer Materials. Writer hereby assigns to Customer all right, title and interest in and to the Platform Output, including all intellectual property rights therein.
5.2 License. Notwithstanding anything in this Agreement to the contrary, Customer grants to Writer a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display and perform publicly, and modify the Customer Materials for the purpose of hosting, operating and providing the Platform and performing under this Agreement). Notwithstanding the foregoing, Writer will not use any Customer Materials to train its models or develop or improve the Platform.
5.3 Platform Output. Customer acknowledges that, due to the nature of generative AI, Platform Output may be similar to content and materials generated for other customers and users of the Platform. Such content and materials generated are based on such users’ inputs and is not considered Platform Output to be owned by Customer. Customer is solely responsible for all use of the Platform Output, including all evaluation of the accuracy and appropriateness of Platform Output. Customer will not use any Platform Output to develop any competitive products and services.
5.4 Customer Materials. Customer represents and warrants that (a) it has obtained and will continue to have, during the Term, all necessary rights and licenses for the access to and use of the Customer Materials (other than any Platform Output) as contemplated by this Agreement; and (b) Writer’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement between Customer and any third party. Customer will not use the Platform to assist in identifying a person or to solicit or infer private or sensitive information about a person, or to make any medical diagnoses, provide medical advice, or perform any other medical function.
5.5 Security; Protection of Customer Materials. Writer will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Materials. The Writer Data Processing Agreement, available at writer.com/legal/data-processing/ (the “DPA”), is incorporated by reference into this Agreement and governs how Writer will process and protect any Personal Data (as defined in the DPA) shared by Customer.

6. Representations and Warranties

6.1 Warranties. Each Party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement. Writer warrants that, during the applicable Subscription Term: (a) the Platform, when used in accordance with this Agreement, will materially conform with any documentation provided to Customer about the Platform; and (b) it has implemented appropriate technical measures to protect against the introduction of software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm to the Platform. If any material non-conformity with the documentation persists without relief more than thirty (30) days after Customer’s notice of the non-conformity and if Writer is unable to correct the non-conformity in the Platform within thirty (30) days following receipt of written notice, then Customer may terminate the applicable Order Form and, as Customer’s exclusive remedy, receive a refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination.
6.2 Disclaimer. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE PLATFORM AND WRITER IP ARE PROVIDED ON AN “AS IS” BASIS, AND WRITER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7. Indemnification

7.1 Writer Indemnification. Subject to Section 7.2, Writer will defend Customer against any claim, suit, or proceeding brought by a third party (each, a “Claim”) alleging that Customer’s access to or use of the Platform in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold Customer harmless from and against any damages and costs awarded against Customer by a court of competent jurisdiction or agreed in a settlement by Writer (including reasonable attorneys’ fees) resulting from such Claims. Customer acknowledges that Writer may make any modifications to the Platform to mitigate, or otherwise respond to, any such Claim, including by suspending or terminating Customer’s access to or use of the Platform. This Section 7.1 states Customer’s sole remedy and Writer’s sole liability with respect to any intellectual property infringement or misappropriation Claim.
7.2 Exclusions. Writer’s obligations under Section 7.1 will not apply if the Claim arises from: (a) Customer’s breach of this Agreement, gross negligence, willful misconduct or fraud; (b) Customer Materials; (c) any modification to any Platform Output, or (d) Customer’s failure to implement or use any work-arounds, modifications, or updates to the Platform that have been provided by Writer (collectively, the “Writer Claims”).
7.3 Customer Indemnification. Customer will defend Writer against Claims: (a) arising from (i) any Customer Materials, or (ii) access to or use of the Platform by Customer or its Authorized Users in a manner that is not in accordance with this Agreement, and (b) that are Writer Claims. Customer will indemnify and hold Writer harmless from and against any damages and costs awarded against Writer by a court of competent jurisdiction or agreed in settlement by Customer resulting from such Claims.
7.4 Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible except that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement (a) is for a monetary amount, (b) unconditionally releases the Indemnified Party from all liability without prejudice, (c) does not require any admission of wrongdoing by the Indemnified Party, and (d) does not place restrictions upon the Indemnified Party’s business, products or services, except that where Writer is the Indemnifying Party, then this clause (d) does not apply with respect to Customer’s access to or use of the Platform. The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel. If the Indemnifying Party refuses or fails to fulfill its obligation of defense, the Indemnified Party may, on notice to the Indemnifying Party and at the Indemnifying Party’s expense, defend itself and the Indemnifying Party shall assist the Indemnified Party with the defense of any such Claim for which the Indemnified Party conducts the defense.

8. Limitations of Liability

8.1 Exclusions. Neither Party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, lost revenues, loss of goodwill, interruption of business or for any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.
8.2 Total Liability. In no event will a Party’s total aggregate liability exceed the fees paid or payable by Customer to Writer in the twelve (12) month period preceding the event giving rise to the claim.
8.3 Uncapped Claims. Nothing in Section 8.1 or Section 8.2 shall be taken to limit or exclude liability for: (a) Customer’s payment obligations; (b) a breach of Section 2.2 (“Restrictions”); (c) a Party’s indemnification obligations in Section 7; (d) any infringement by one Party of the other Party’s intellectual property rights; or (e) gross negligence or willful misconduct.
8.4 Basis of the Bargain. The Parties hereby acknowledge and agree that the limitations of liability in this Section 8 are an essential part of the basis of the bargain between Writer and Customer and will apply even if the remedies available in this Agreement are found to fail their essential purpose.

9. Term and Termination

9.1 Term. This Agreement commences on the Effective Date and will remain in effect until its expiration or termination in accordance with its terms (the “Term”). Any Order Form executed pursuant to this Agreement remains governed by this Agreement for its applicable Subscription Term, irrespective of any earlier termination or expiration of this Agreement. Termination or expiration of this Agreement does not automatically terminate an Order Form.
9.2 Termination. Either Party may terminate this Agreement and any Order Form: (a) if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (b) with immediate effect if the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
9.3 Consequences of Expiration or Termination. Upon expiration or termination of this Agreement and any Order Form executed pursuant to this Agreement, the rights granted pursuant to Section 2.1 will terminate. No expiration or termination will relieve Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle Customer to any refund. Any terms that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and limitation of liability, shall remain in effect until fulfilled.

10. Miscellaneous

10.1 Publicity. Writer may include Customer’s name and logo in its online customer list and in print and electronic marketing materials subject to Writer complying with any written guidelines that Customer may provide.
10.2 Export Control. Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Platform in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.
10.3 Insurance. Writer will carry industry standard insurance (e.g. General Commercial Liability, Errors and Omissions, Worker’s Compensation) appropriate for its provision of the Platform.
10.4 Purchases through a Reseller. If Customer has purchased access to the Platform from a third-party authorized by Writer to resell the Platform (a “Reseller”), the following provisions of this Agreement will not apply and are superseded by the terms between Customer and that Reseller: Section 3 (Fees and Payment); Section 9.1 (Term), and any customer support obligations under this Agreement that such Reseller has agreed to assume.
10.5 Assignment. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either Party may assign the Agreement to its affiliate or successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
10.6 Severability; No Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
10.7 Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties, or confer any rights, benefits, remedies, obligations, or liabilities upon any third party. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
10.8 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
10.9 Governing Law; Venue. Both Parties agree to the application of the laws of the State of California, United States, without regard to conflict of law principles and the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
10.10 Notice. Writer may give general notices related to the Platform that apply to all customers by email or posting them through the Platform. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in writing by Customer, such as in the Order Form as applicable. Notices are deemed given when received.
10.11 Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Notwithstanding any language to the contrary, no terms or conditions stated in a purchase order, vendor onboarding process and documentation, or web portal shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. To the extent of any conflict or inconsistency between this Agreement and any attachment, exhibit, addendum, or Order Form, the terms of such attachment, exhibit, addendum, or Order Form shall prevail. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.

Platform services agreement