Commercial Terms

Commercial Terms
shaped.ai Inc.
COMMERCIAL TERMS
Last modified: May 8th, 2025

1.          Summary.

These Commercial Terms and Conditions (these "Commercial Terms") are entered into between shaped.ai Inc., a Delaware corporation (“Shaped”) and the customer identified on one or more order forms, subscription documents, or other agreements between Shaped and such customer for use of the Platform (as defined therein) and/or Services (as defined therein) (such customer, "Customer" and each such order form, an "Order Form"). These Commercial Terms govern all Order Forms. Capitalized terms used but not defined in these Commercial Terms have the meanings given to them in the applicable Order Form. To the extent of a conflict between the Commercial Terms and an Order Form, the Order Form will govern.

2.          Services and Support.

(a)        Subject to the these Commercial Terms and the Order Form, Shaped shall use commercially reasonable efforts to provide Customer the Platform and the Services in accordance with reasonable and standard industry practices. Except as otherwise provided in an Order Form or these Commercial Terms, Shaped does not make any representations, warranties or conditions about the quality, accuracy, reliability, completeness, currency or timeliness of the Services, and Shaped does not assume any responsibility for any errors, omissions or interruptions in the Services.

(b)        As part of the registration process, Shaped shall provide or request Customer to provide certain login credentials and information, including an administrative username and password, for Customer’s account on the Platform. Shaped reserves the right to modify or request changes in credentials and passwords, and to change the login process, in its discretion.

(c)        Subject to the terms hereof, Shaped shall provide Customer with reasonable technical support services in accordance with Shaped’s standard support practices.

3.          Restrictions, Responsibilities and Rights.

(a)        Customer shall not, directly or indirectly, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or Services (collectively, the “Software”), (b) use or copy any software, documentation or other data related to the Platform or Services other than in connection with the use thereof as contemplated in these Commercial Terms, (c) use the Services or any Software for time sharing or service bureau purposes or otherwise sublicense, resell, rent, lease, transfer, assign, time share, broadcast, republish, modify, distribute or otherwise commercially exploit or make the Platform available to any third party; (d) use the Platform or Software in any unlawful manner, (e) modify, adapt or hack the Platform to, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks, or (f) remove any proprietary notices, attributions (whether of Shaped, third party platform providers, users or otherwise) or labels from the Platform or Software.

(b)        As between the parties, Shaped retains all rights, title and interest in and to Platform, the Software, the Services and all Aggregated Data (as defined below). With respect to any Software that is distributed or provided to Customer for use on Customer’s premises or devices, Shaped hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services and in accordance with these Commercial Terms.

(c)        Customer represents, covenants, and warrants that Customer shall use the Platform and Services only in accordance with these Commercial Terms and each Order Form and in compliance with Shaped’s standard published policies then in effect and all applicable laws and regulations. Although Shaped has no obligation to monitor Customer’s use of the Platform or Services, Shaped may do so and may prohibit any use of the Platform or Services it believes may be (or alleged to be) in violation of the foregoing.

(d)        Customer shall promptly notify Shaped if Customer learns of a security breach related to the Platform.

(e)        For purposes of these Commercial Terms, “Confidential Information” means any information, software and know-how disclosed or made available by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder. The Receiving Party shall: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information shall not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.

(f) For purposes of these Commercial Terms, "Customer Data" means all data, content and information submitted by Customer to Shaped through the Platform or in connection with the Services. Customer shall own all rights, title and interest in and to all Customer Data. Customer hereby authorizes and instructs Shaped to, and grants Shaped a non-exclusive, royalty-free right and license to, use and otherwise process Customer Data (i) to provide, maintain and improve the Platform and Services for Customer (including, without limitation, for purposes of training artificial intelligence (AI) and/or machine learning (ML) models ("AI/ML Models") exclusively for Customer's benefit and (ii) in connection with Aggregated Data (as defined below). Without limiting the foregoing, Shaped will not use Customer Data for purposes of training any AI/ML Models for the benefit of (A) any other customer or (B) the Platform or Services generally.

(g) Notwithstanding any terms to the contrary in this Commercial Agreement or any Order Form, Shaped may create, use, and otherwise process Aggregated Data for any lawful purpose. For purposes of these Commercial Terms, "Aggregated Data" means de-identified data and information derived from or otherwise related to Customer’s use of the Platform and/or Services, including, without limitation, statistical and performance information related to the provision and operation of the Platform and/or Services.

4.          Fees.

(a)        Customer shall pay Shaped the then applicable fees for the Platform and/or Services described in the Order Form (the "Fees") in accordance with the terms of such Order Form. Shaped reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the “Initial Service Term” (as defined in Section 5(a)) or then current renewal term, upon 30 days prior notice to Customer (which may be sent by email). If Customer believes that Shaped has billed Customer incorrectly, Customer must contact Shaped no later than 30 days after the closing date on the billing statement in which the error or problem appeared, in order to receive, if otherwise applicable, an adjustment or credit. All inquiries regarding Fees and billing should be directed to Shaped customer support department at support@shaped.ai.

(b)        Shaped may choose to bill Fees through an invoice, in which case, full payment for invoices issued in any given month must be received by Shaped no later than 30 days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of the Platform and/or Services. Customer shall be responsible for all taxes associated with Services other than taxes based on Shaped’s net income.

5.          Term and Termination.

(a)        Subject to earlier termination as provided herein, these Commercial Terms shall apply for the initial term of service specified in the Order Form (the “Initial Service Term”) and any additional periods specified on the Order Form (including, without limitation, renewal terms (each, a "Renewal Term") (collectively, the “Term”), unless either party requests termination at least 30 days prior to the end of the then-current Renewal Term. If no term of service is specified in the Order Form then the Initial Service Term shall be 12 months.

(b)        In addition to any other remedies it may have, either party may terminate an Order Form upon 30 days written notice (or without notice in the case of nonpayment) if the other party materially breaches such Order Form or these Commercial Terms. Customer shall pay all Fees and all other amounts due and owing under the Order Form in full (including, without limitation, (i) all Fees and other amounts due and owing up to and including the last day the Platform and/or Services are provided and (ii) all Fees and other amounts due and owing for the remainder of the Term after such termination). Upon any termination, Shaped shall make Customer Data available to Customer for electronic retrieval for a period of 30 days. Thereafter Shaped may, but is not obligated to, delete stored Customer Data. All sections of these Commercial Terms which by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6.          Disclaimers.

Shaped shall use commercially reasonable efforts consistent with prevailing industry standards to (a) maintain the Platform in a manner which minimizes errors and interruptions in the Platform and (b) perform the Services in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Shaped or by third-party providers, or because of other causes beyond Shaped’s reasonable control, but Shaped shall use reasonable efforts to provide advance notice in writing or by email of any scheduled Platform disruption. OTHER THAN AS SET FORTH ABOVE OR IN THESE COMMERCIAL TERMS, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. SHAPED DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE PLATFORM AND THE SERVICES, WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

7.          Limited Indemnity.

Shaped shall hold Customer harmless from liability to third parties resulting from infringement by the Platform of any United States patent or any copyright or misappropriation of any trade secret, provided Shaped is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Shaped shall not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Platform (i) not supplied by Shaped, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Shaped, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Platform is not strictly in accordance with these Commercial Terms. If, due to a claim of infringement, the Platform is held by a court of competent jurisdiction to be or are believed by Shaped to be infringing, Shaped may, at its option and expense (a) replace or modify the Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Platform, or (c) if neither of the foregoing is commercially practicable, terminate all Order Forms and these Commercial Terms and Customer’s rights hereunder and thereunder and provide Customer a refund of any prepaid, unused fees for the Platform.

8.          Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAPED'S CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE PLATFORM OR SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ORDER FORMS AND ANY DPA (AS DEFINED BELOW)) WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE APPLICABLE PORTION OF THE PLATFORM OR SERVICES AT ISSUE WITHIN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF CUSTOMER'S CLAIM UNDER THE ORDER FORM GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL SHAPED BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF SHAPED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. IN ALL CASES, SHAPED AND ITS SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

9.          Miscellaneous.

For all purposes under these Commercial Terms each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. These Commercial Terms shall be governed by the laws of the state of New York without regard to the principles of conflicts of law. Neither party shall have the right to assign these Commercial Terms without the other party's prior written consent, except that Shaped may assign these Commercial Terms without consent to a successor to substantially all its relevant assets or business. In the event that any provision of these Commercial Terms shall be determined to be illegal or unenforceable, that provision shall be limited or eliminated so that these Commercial Terms shall otherwise remain in full force and effect and enforceable. The failure of either party to exercise or enforce any right or provision of these Commercial Terms shall not be a waiver of that right.

10.       Use of Customer’s Name and Data for Marketing.

Customer agrees to allow Shaped to include Customer’s name and logo, and certain data demonstrating performance of the Platform based on Customer's use (e.g., estimated uplift results), in descriptions of Shaped’s customers and the Platform and/or Services in Shaped’s case studies, marketing, promotional and other written materials, including on Shaped’s website. 

11.       Data Protection.

If the parties have entered into a separate Data Processing Addendum (a "DPA"), the parties shall comply with their respective obligations set forth therein. In the case of any inconsistency or conflict between any of the provisions of these Commercial Terms and a DPA, the provisions of the DPA shall prevail with respect to the Customer Data processed thereunder; provided, that in no event will any DPA expand Shaped's liability under Section 8 of these Commercial Terms unless and to the extent the parties specifically reference Section 8 of these Commercial Terms in such DPA when expanding Shaped's liability under such DPA.

12.       About These Commercial Terms.

(a)        We may modify these Commercial Terms from time to time. Customer should look at these Commercial Terms regularly. Shaped post notice of modifications to these Commercial Terms on this page. Shaped may also post notice of modified Commercial Terms in the Platform. Changes will not apply retroactively and will become effective no sooner than five business days after they are posted. However, changes addressing new functions for the Platform or any Service or changes made for legal reasons will be effective immediately. If Customer does not agree to the modified Commercial Terms, Customer must discontinue Customer's use of the Platform and/or that Service.

(b)        These Commercial Terms control the relationship between Shaped and Customer. They do not create any third-party beneficiary rights.

(c)        If Customer does not comply with these Commercial Terms, and Shaped does not take action, such failure to take action does not mean that Shaped is waiving or otherwise giving up any rights that Shaped may have (such as taking action in the future).(

d)        If it turns out that a particular term in these Commercial Terms is not enforceable, this will not affect any other terms.

13.       Contact Us.

If you have any questions or suggestions about these Commercial Terms, do not hesitate to contact Shaped at support@shaped.ai.