Business Terms

In these Terms, the following definitions apply:

• "Services": The professional services, software platforms, APIs, models, and other offerings provided by Palaci as specified in the applicable Order Form or Statement of Work
• "Order Form": The document specifying the Services to be provided, fees, and other commercial terms
• "Statement of Work" or "SOW": A document describing specific professional services, deliverables, timelines, and related terms
• "Intellectual Property": Patents, rights to inventions, copyright, trademarks, domain names, rights in designs, software, database rights, and all other intellectual property rights
• "Customer Data": Data, content, and information provided by you or your users to Palaci for processing via the Services
• "Derived Data": Data or insights derived or generated from Customer Data through analytics, aggregation, or processing

Palaci will provide the Services specified in the applicable Order Form or SOW. Unless explicitly stated:

• Services are provided on an "as is" basis without warranties beyond those expressly provided herein
• Estimates of time or resources are made in good faith but are not contractually binding unless explicitly specified as fixed commitments
• Service availability, response times, and support levels are as specified in Section 4 (Service Levels & SLAs)
• Professional services are performed in a workmanlike manner consistent with industry standards
• Palaci reserves the right to use subcontractors to perform services provided they meet our quality standards and confidentiality requirements

Payment terms are as follows:

• All fees are specified in the applicable Order Form or SOW
• Unless otherwise specified, fees are due within 30 days of invoice date
• Subscription fees are typically billed annually in advance
• Professional services may be billed monthly, upon milestone completion, or according to the schedule in the applicable SOW
• Late payments are subject to interest of 1.5% per month or the maximum allowed by law
• Fees are exclusive of taxes, which will be added where applicable
• You are responsible for maintaining accurate billing information

Palaci reserves the right to suspend Services if payment is more than 15 days overdue after written notice.

Our commitment to service quality and reliability is outlined in our Service Level Agreements (SLAs):

• Platform availability targets are specified in the applicable Order Form
• Support response times vary by support tier and issue severity
• Service credits may be issued for failure to meet SLA commitments as specified in the applicable agreement
• Planned maintenance windows are scheduled with advance notice
• Force majeure events are excluded from SLA calculations

The following provisions govern the duration and termination of our business relationship:

• The initial term is specified in the applicable Order Form or SOW
• Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the current term
• Either party may terminate for material breach if not remedied within 30 days of written notice
• Upon termination, customer access to services will cease and all outstanding fees become immediately due
• Provisions relating to payment, confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution survive termination

Neither party shall be liable for failures or delays in performance caused by events beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather events
• War, terrorism, riots, civil unrest, or government actions
• Labor disputes, strikes, or workforce shortages
• Cyber attacks or other malicious activities not resulting from negligence
• Infrastructure or power failures beyond reasonable control

The affected party will promptly notify the other and resume performance as soon as reasonably possible after the force majeure event subsides.

Our change management protocols ensure smooth implementation of upgrades, new modules, and system modifications:

• Platform upgrades are deployed according to the schedule in our Product Roadmap
• Significant changes are communicated with at least 30 days' advance notice
• Emergency security patches may be deployed with minimal notice when necessary
• Change requests to custom implementations follow the process outlined in the applicable SOW
• Training and documentation are provided for significant feature changes

To verify compliance with these Terms and applicable laws, the following audit provisions apply:

• Customer may audit Palaci's compliance with these Terms once per year with 30 days' prior written notice
• Audits must be conducted during normal business hours and in a manner that minimizes disruption
• Third-party auditors must sign appropriate confidentiality agreements
• Audit costs are borne by the requesting party unless material non-compliance is discovered
• Palaci will reasonably cooperate with audits required by Customer's regulators

The following terms govern assignment of rights and obligations under these Terms:

• Neither party may assign their rights or obligations without the other party's prior written consent
• Consent is not required for assignments in connection with mergers, acquisitions, or corporate reorganizations
• Palaci may subcontract portions of the Services provided that Palaci remains fully responsible for all obligations and the performance of subcontractors
• All subcontractors must comply with confidentiality, security, and data protection requirements at least as stringent as those in these Terms

Palaci maintains the following insurance coverage throughout the term of our relationship:

• Commercial General Liability insurance with limits not less than $2,000,000 per occurrence
• Professional Liability/Errors & Omissions insurance with limits not less than $5,000,000 per claim
• Cyber Liability insurance with limits not less than $5,000,000 per incident
• Workers' Compensation insurance as required by applicable law
• Certificates of insurance are available upon written request

Each party agrees to protect the other's confidential information:

• "Confidential Information" includes non-public business, technical, and financial information, marked as confidential or reasonably understood to be confidential
• Each party will use the same degree of care to protect confidential information as it uses for its own similar information, but not less than reasonable care
• Confidential Information may only be disclosed to employees, contractors, and agents who need to know it and are bound by confidentiality obligations
• Confidentiality obligations survive termination of the business relationship for 5 years
• Information that becomes publicly available without breach, was rightfully known before disclosure, or independently developed is not considered confidential

The following provisions govern ownership and usage rights of data:

• Customer retains all ownership rights in Customer Data
• Customer grants Palaci a limited license to use Customer Data solely for providing the Services
• Palaci owns all right, title, and interest in the Services, including all modifications, improvements, and derivative works
• Palaci may use anonymized, aggregated data derived from the provision of Services for product improvement, research, and analytics
• Upon termination, Palaci will return or destroy Customer Data as specified in the applicable agreement

The parties agree to the following indemnification terms:

• Each party will defend, indemnify, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of these Terms
• Palaci will defend Customer against claims alleging that the Services infringe a third party's intellectual property rights
• Customer will defend Palaci against claims arising from Customer Data or Customer's use of the Services in violation of these Terms or applicable law
• The indemnified party must promptly notify the indemnifying party of any claim, provide reasonable cooperation, and grant authority to settle or defend
• Indemnification obligations do not apply to the extent a claim results from the indemnified party's breach of these Terms or gross negligence

The following limitations of liability apply to all claims under these Terms:

• EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY IS LIMITED TO THE GREATER OF $100,000 OR THE AMOUNTS PAID BY CUSTOMER TO PALACI IN THE 12 MONTHS PRECEDING THE CLAIM
• Excluded Claims are: indemnification obligations, breaches of confidentiality, intellectual property infringement, and gross negligence or willful misconduct
• These limitations apply regardless of the theory of liability or whether a party was advised of the possibility of such damages
• Some jurisdictions do not allow the exclusion or limitation of liability, so these limitations may not apply

In the event of a dispute, the parties agree to the following resolution process:

• The parties will first attempt to resolve disputes through good-faith negotiations between executives with authority to resolve the dispute
• If negotiations fail to resolve the dispute within 30 days, the parties will proceed to mediation administered by a mutually acceptable mediator
• If mediation does not resolve the dispute within 60 days, either party may commence binding arbitration
• Arbitration will be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association
• The arbitrator's decision will be final, binding, and enforceable in any court of competent jurisdiction

These Terms are governed by the following legal framework:

• These Terms are governed by the laws of the State of Washington, without regard to its conflict of laws principles
• The United Nations Convention on Contracts for the International Sale of Goods does not apply
• Subject to the Dispute Resolution provisions, the parties consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington
• Each party waives any objection to venue or inconvenient forum
• In any action to enforce these Terms, the prevailing party will be entitled to costs and reasonable attorneys' fees

All legal notices under these Terms must be delivered as follows:

• Notices must be in writing and delivered by email (with confirmation of receipt), certified mail (return receipt requested), or nationally recognized overnight courier
• Notices to Palaci must be sent to the address specified in the applicable Order Form, with a copy to legal@palaci.org
• Notices to Customer must be sent to the address and contact specified in the applicable Order Form
• Routine operational communications may be sent via email to the designated business contacts
• Notices are effective upon receipt or, in the case of email, when the recipient acknowledges receipt