If Customer has entered into a separate written agreement governing use of the Product, that agreement will control to the extent of any conflict.

This Agreement is between Proponent Inc. (“Proponent” or “Provider”) and the company or person accessing or using the Product (“Customer”).

By accessing or using the Product, Customer agrees to be bound by this Agreement.

1. Cloud Service

Proponent provides an AI-powered customer intelligence platform that analyzes customer relationship management (CRM) data, sales conversations, transcripts, and related customer interaction data to generate structured insights, summaries, and analytics for product marketing and go-to-market teams, helping these B2B teams turn raw conversations into strategic advantage at scale.

Certain features may depend on integrations with third-party CRM or other systems. Availability of such features may be subject to the continued availability and performance of those third-party services.

2. Order Date 

The Order Date is the Effective Date.

3. Subscription Period

Unless otherwise specified in the applicable Order Form, subscriptions are for a one (1) month term and renew automatically unless either party provides at least thirty (30) days’ written notice prior to the end of the then-current term.

4. Fees and Payment

Fees are set forth in the applicable Order Form.

• Fees are exclusive of applicable taxes.

• Fees are non-refundable except as required by law.

• Customer authorizes Proponent to charge its designated payment method on a recurring basis for amounts due.

Any pricing changes require mutual written agreement unless otherwise specified in the Order Form.

5. Permitted Use

Customer may access and use the Product solely for its internal business purposes and in accordance with any usage limits set forth in the applicable Order Form (including limits relating to users, data volume, or integrations).

Customer agrees not to:

1. attempt to reverse engineer or otherwise access the underlying source code or proprietary models of the Product, except to the extent permitted by applicable law;

2. use the Product to develop a competing product or service;

3. provide access to the Product to unauthorized third parties.

If Customer exceeds agreed usage limits, the parties will work in good faith to adjust the applicable subscription or fees.

6. Customer Responsibilities

Customer is responsible for:

• Ensuring it has all necessary rights and consents to upload and process Customer Content, including recorded conversations;

• Complying with applicable laws, including data protection and recording consent laws;

• Maintaining the confidentiality of account credentials;

• Reviewing and validating insights and outputs generated by the Product as part of its internal decision-making processes.

Customer agrees not to upload special categories of personal data (such as health data, biometric identifiers, or financial account numbers) unless expressly agreed in writing.

7.Third-Party Integrations

If Customer enables integrations with third-party systems (including CRM platforms), Customer represents that it has authority to grant Proponent access to such systems and associated data. 

Proponent is not responsible for inaccuracies in data originating from third-party systems or for service interruptions caused by changes, outages, or limitations of such systems.

8. AI-Generated Outputs

The Product uses artificial intelligence and machine learning technologies to generate summaries, insights, and analytical outputs based on Customer Content.

Such outputs are intended to support Customer’s internal analysis and decision-making processes. Customer acknowledges that outputs are generated from submitted data and may not be error-free, and Customer remains responsible for evaluating outputs in the context of its business operations.

9. Data Processing & Privacy

9.1 Roles of the Parties

To the extent Proponent processes Personal Data on behalf of Customer, Customer acts as the Controller and Proponent acts as the Processor under applicable data protection laws.

9.2 Scope of Processing

Subject Matter:
Processing of customer-provided CRM data, conversation transcripts, recordings, metadata, and related customer interaction data submitted directly or via authorized integrations.

Purpose:
To analyze conversations and generate insights, summaries, and reporting.

Categories of Data:
May include names, contact details, job titles, voice recordings, transcripts, and related metadata.

Categories of Data Subjects:
May include Customer’s employees, prospects, customers, and business contacts.

9.3 Recording & Consent Representation

Customer represents that it has provided all required notices and obtained any necessary consents to record and process conversation data in accordance with applicable law.

9.4 Processor Obligations

Proponent will:

• Process Personal Data only as necessary to provide the Services;

• Maintain appropriate technical and organizational safeguards;

• Ensure personnel are subject to confidentiality obligations;

• Notify Customer without undue delay of any confirmed Personal Data breach affecting Customer data.

Proponent will process Personal Data in accordance with this Agreement and applicable data protection laws.

9.5 Subprocessors

Customer authorizes Proponent to use subprocessors, including cloud hosting providers, to support delivery of the Services. Proponent remains responsible for their compliance with applicable obligations.

9.6 Data Retention

Upon termination, Proponent will delete or return Customer Personal Data in accordance with the Agreement, unless retention is required by law.

10. Intellectual Property

Proponent retains all right, title, and interest in and to the Product, including its software, algorithms, models, and improvements.

Customer retains ownership of Customer Content, including CRM data and related records. Proponent does not acquire ownership of such data and processes it solely to provide the Services in accordance with this Agreement.

Nothing in this Agreement grants either party ownership of the other party’s intellectual property.

11. Confidentiality

Each party agrees to protect the other party’s confidential information using reasonable care and not to disclose it except as necessary to perform under this Agreement.

12. Relationship to Prior NDA

Existing NDA. If the parties have previously entered into a separate Non-Disclosure Agreement (“NDA”), that NDA will continue to apply to Confidential Information exchanged under this Agreement. In the event of any conflict between the NDA and this Agreement solely with respect to confidentiality obligations, the terms providing greater protection to the disclosing party shall govern.

13. Suspension of Access

Proponent may temporarily suspend access to the Product if Customer materially breaches this Agreement and fails to cure such breach within a reasonable period after written notice, or if continued access poses a material security or legal risk. Where practicable, Proponent will provide advance notice and work in good faith to resolve the issue.

14. Force Majeure:

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, internet or telecommunications failures, cloud infrastructure outages, or other events beyond the reasonable control of the affected party. The affected party will use reasonable efforts to mitigate the impact of such event.

15. Cooperation and Good Faith:

The parties agree to cooperate in good faith to address operational, compliance, integration, or technical matters that may arise during the Subscription Period, with the objective of supporting effective use of the Product.

16. Governing Law: 

This Agreement is governed by the laws of State of Delaware.

17. Jurisdiction: 

The parties submit to the exclusive jurisdiction of the state or federal courts located in Delaware.

18. Limitation of Liability:

Total liability under this Agreement shall not exceed the fees paid or payable by Customer to Proponent in the twelve (12) months preceding the claim.

19. Incorporation of Standard Terms:

This Agreement incorporates the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (https://commonpaper.com/standards/cloud-service-agreement/2.1/). In the event of conflict, the terms of this Agreement shall control.