This Master SaaS Subscription Agreement (“Agreement”) is entered into by and between Convoy AI Inc., a Delaware corporation (“Convoy”), and the customer identified on the applicable Order Form (“Customer”), as of the effective date of the first Order Form (the “Effective Date”). It governs Customer's subscription to and use of the Convoy hosted service. Where Customer subscribes through AWS Marketplace, Section 7 also applies.
1. Definitions
“Service” means Convoy's hosted, multi-tenant software-as-a-service offering that receives Customer's data requests, queues and batches them, submits them to one or more Model Providers for processing, and returns the results, together with the related APIs, interfaces, and Documentation, as described on the Order Form.
“Order Form” means an ordering document (including an AWS Marketplace order) that references this Agreement.
“Subscription Term” means the period stated on an Order Form during which Customer is authorized to access the Service.
“Documentation” means Convoy's then-current usage and operation guides for the Service.
“Authorized Users” means Customer's employees and contractors whom Customer permits to access the Service.
“End Users” means any third parties whom Customer permits to access or benefit from the Service or Outputs through Customer's own applications or services.
“Inputs” means the data, prompts, files, and other materials that Customer, its Authorized Users, or its End Users submit to the Service for processing.
“Outputs” means the results returned by the Service, including outputs generated by Model Providers.
“Customer Data” means Inputs, Outputs, and other data Customer submits to or Processes through the Service.
“Model Providers” means the third-party artificial-intelligence or large-language-model providers to which the Service submits requests, as identified in the Documentation or Order Form or as connected by Customer.
“Usage Data” means configuration, logs, metrics, metering, and other operational and technical data relating to the provision, performance, and use of the Service, excluding the content of Customer Data.
“Acceptable Use Policy or AUP” means Convoy's then-current acceptable use policy.
“DPA” means the Data Processing Addendum between the parties, if applicable.
“SLA” means the Service Level Agreement, if any, stated on or referenced by an Order Form.
“Process / Processing” means any operation performed on data, including collection, storage, transmission, use, and deletion.
2. Access to the Service
2.1 Access grant
Subject to this Agreement, payment of fees, and the usage limits stated on the Order Form, Convoy grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service, and to use the Documentation, solely for Customer's internal business purposes and within the subscribed usage limits. The Service is provided as a hosted service; no software is licensed for installation, and no source code or object code is delivered to Customer.
2.2 Restrictions
Customer will not, and will not permit any Authorized User, End User, or third party to: (a) exceed or circumvent the subscribed usage limits, rate limits, or any technical access controls; (b) resell, sublicense, time-share, or make the Service available to third parties except as expressly permitted on the Order Form; (c) access or use the Service to build, train, or benchmark a competing product or service, or reverse engineer, decompile, copy, or attempt to derive the Service's underlying technology, models, software, or non-public APIs, except to the extent applicable law expressly permits; (d) introduce malicious code or interfere with the integrity, security, or performance of the Service or its multi-tenant infrastructure; (e) remove or alter any proprietary notices; or (f) use the Service in violation of law, the AUP, or any Model Provider's terms. Convoy and its licensors retain all rights not expressly granted.
2.3 Authorized Users and End Users
Only Authorized Users may access or use the Service. Customer is responsible for all access to and use of the Service through its account, and for its Authorized Users' and End Users' compliance with this Agreement, the AUP, and applicable law. Customer is solely responsible for managing credentials and access controls and for any unauthorized use resulting from its failure to safeguard them. Customer will promptly notify Convoy if Customer becomes aware of any compromise of its Authorized User login credentials.
2.4 Service changes; beta features
Convoy may modify, enhance, or discontinue features of the Service on reasonable notice, and without notice where reasonably necessary to address security, legal, or Model Provider requirements. Features designated “beta,” “preview,” “alpha,” or “experimental” are provided “AS IS,” are excluded from the warranty in Section 12 and from any SLA, may be modified or withdrawn at any time, and Convoy's total liability arising out of or relating to any such feature will not exceed one hundred U.S. dollars (US$100).
3. Customer Data, Inputs, and AI Processing
3.1 Ownership and processing license
As between the parties, Customer owns its Inputs and, to the extent permitted by the applicable Model Provider's terms, its Outputs. Customer grants Convoy a non-exclusive, worldwide right to host, store, transmit, display, and otherwise Process Customer Data, and to submit Inputs to Model Providers, solely to provide, secure, and support the Service and as otherwise permitted by this Agreement and the DPA.
3.2 Batching and asynchronous processing
Customer acknowledges that the Service is designed to queue and batch requests and to submit them to Model Providers on a deferred, asynchronous basis in order to reduce token consumption and cost. Outputs are therefore not delivered in real time, and Convoy does not warrant any particular processing time, latency, throughput, or batch window except as expressly stated on the Order Form or in the SLA. Customer is responsible for designing its use of the Service around this deferred-processing model and will not rely on the Service for real-time, time-sensitive, or High-Risk Use Cases.
3.3 Model Providers
The Service submits Inputs to one or more Model Providers identified in the Documentation or Order Form or connected by Customer. Model Providers are third parties, and their processing, outputs, availability, pricing, and terms are outside Convoy's control. Customer is responsible for the lawfulness of the Inputs it submits and for compliance with the applicable Model Providers' terms, and Convoy is not liable for the acts, omissions, outputs, pricing changes, or availability of any Model Provider.
3.4 Data use; no model training
Convoy will not use the content of Customer Data to train Convoy's or any third party's foundation or machine-learning models, except that Convoy may use Usage Data and aggregated or de-identified data that does not identify Customer or any individual to operate, secure, support, meter, and improve the Service and Convoy's products and services. Where a Model Provider offers a setting or contractual commitment against training on submitted data, Convoy will use commercially reasonable efforts to enable or pass through that setting; Convoy does not control and is not responsible for Model Providers' independent data practices.
3.5 Suspension of Service
Convoy may suspend Customer's access to the Services if (a) Customer breaches Section 2.2 (Restrictions) or Section 5 (Customer Responsibilities and Data Warranties); (b) Customer's account is ten (10) or more days overdue; or (c) Customer's actions risk harm to others or the security, availability, or integrity of the Service. Where practicable, Convoy will use reasonable efforts to provide Customer with prior notice of the suspension (email notice is sufficient). Once the issue requiring suspension is resolved, Convoy will promptly restore Customer's access to the Service in accordance with this Agreement.
3.6 Usage Data
As between the parties, Convoy owns Usage Data and may use it, including in aggregated or de-identified form, for the purposes described in Section 3.4.
4. Data Protection and Security
4.1 Data Processing Addendum
To the extent Convoy Processes personal data on Customer's behalf in providing the Service, the DPA applies and is incorporated by reference. In the event of a conflict regarding personal data, the DPA controls.
4.2 Security measures
Convoy will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, or disclosure, consistent with the DPA and the Documentation.
4.3 Security incident notification
Convoy will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data Processed by the Service, as further described in the DPA, and will take reasonable steps to investigate and mitigate the incident.
4.4 Retention and deletion
Convoy will retain queued Inputs and Outputs only as long as reasonably necessary to provide the Service and as described in the Documentation or DPA. On expiration or termination, Convoy will, on Customer's request made within thirty (30) days, make Customer Data available for export, and will thereafter delete Customer Data in the ordinary course (including from backups on Convoy's standard cycle), except as required by law or for routine archival.
4.5 Multi-tenancy and segregation
The Service is multi-tenant. Convoy will implement logical controls designed to segregate Customer Data from other customers' data and will not commingle the content of Customer Data with other customers' content except in aggregated or de-identified form as permitted under Section 3.4.
5. Customer Responsibilities and Data Warranties
Customer is responsible for, and represents and warrants that: (a) it has all rights, consents, and lawful bases necessary to submit the Inputs (including any personal data) to the Service and to Model Providers and to authorize the Processing contemplated by this Agreement and to grant Convoy the rights in Section 3 (Customer Data, Inputs, and AI Processing); (b) its Inputs, Outputs, and use of the Service will not violate the AUP, applicable law, or any third-party right; (c) it will not submit to the Service any data subject to heightened regulatory regimes—including protected health information, payment card data, or government-classified information—unless expressly agreed in writing and addressed in the DPA or an applicable addendum; and (d) it is responsible for its own compliance, and that of its Authorized Users and End Users, with all laws applicable to its data, industry, and use of the Outputs.
6. Fees and Payment
Customer will pay the fees stated on each Order Form or as metered through the Service or AWS Marketplace. Except as stated on an Order Form or required by law, fees are non-refundable and non-cancelable. For non-Marketplace Orders, fees are due net thirty (30) days from invoice, and overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Fees are exclusive of taxes, and Customer is responsible for all taxes other than those based on Convoy's net income.
7. AWS Marketplace Orders
Where Customer subscribes to the Service through AWS Marketplace: (a) billing, metering, invoicing, and payment are handled by AWS under the AWS Marketplace terms and Customer's agreement with AWS; (b) usage entitlements are provisioned and metered through the applicable AWS Marketplace SaaS mechanism; (c) this Agreement governs Customer's use of the Service, and in the event of a conflict with the AWS Marketplace standard terms regarding the Service, this Agreement controls to the extent permitted by AWS Marketplace rules; and (d) cancellation, refunds, and proration follow the AWS Marketplace terms.
8. Service Levels, Support, and Availability
Convoy operates and is responsible for the availability of the Service. Convoy will provide the support tier and any availability commitment stated on the Order Form or in the SLA. Any availability commitment excludes downtime caused by scheduled or emergency maintenance, force majeure, Model Providers, Customer's systems or data, Customer's breach, or beta features. Because the Service Processes requests on a batched, asynchronous basis, availability and any processing-time commitments are measured solely as expressly stated in the SLA and do not imply any real-time guarantee.
9. Cost and Token Savings
9.1 No Guarantee of Savings
Any token, cost, or efficiency savings described by Convoy, whether in marketing materials, proposals, calculators, benchmarks, or pre-sales estimates, are illustrative projections based on assumptions about Customer's data, request volumes, request patterns, latency tolerance, and Model Provider pricing in effect at that time. Such projections are provided for convenience only, do not form part of this Agreement, and are not a representation, warranty, or guarantee of any particular outcome. Convoy does not warrant that Customer's use of the Service will reduce its token consumption, costs, or processing time by any specific amount, or at all, and actual results will vary with Customer's data and usage.
9.2 Third-party pricing and configuration
Convoy is not responsible for any change in Model Provider pricing, models, features, rate limits, or availability, or for any increase in Customer's costs resulting from such changes, from Customer's request patterns, or from Customer's configuration of the Service. Convoy may modify the batching parameters, scheduling, and other operational characteristics of the Service from time to time, including in ways that affect cost, throughput, or Outputs.
9.3 Consumer charges
Where Customer connects or uses its own Model Provider account, Customer is solely responsible for all charges incurred with that Model Provider and for establishing its own spend limits and controls, and Convoy has no liability for such charges. Convoy's fees are as stated on the Order Form and may be adjusted as provided in this Agreement.
10. Intellectual Property and Feedback
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Convoy and its licensors retain all right, title, and interest in and to the Service, Documentation, Usage Data, and all related intellectual property, including all improvements and derivative works. Except for Convoy's use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data provided to Convoy. If Customer provides Convoy with feedback or suggestions regarding the Service, Convoy may use the feedback or suggestions without restriction or obligation.
11. Confidentiality
“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure, including the Service and its non-public components, security measures, pricing, and Convoy's business, technical, and product information. Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was rightfully known to Recipient without a confidentiality obligation before disclosure; (c) is rightfully received from a third party without a confidentiality obligation; or (d) is independently developed by Recipient without use of or reference to the Confidential Information.
Recipient will: (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, advisors, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section; and (c) protect Confidential Information using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care. If compelled by law to disclose Confidential Information, Recipient will, to the extent legally permitted, give prompt notice and reasonable cooperation and will disclose only the portion legally required. Recipient's obligations continue for so long as the information remains confidential and, for trade secrets, for as long as the information remains a trade secret under applicable law. Unauthorized use or disclosure may cause irreparable harm for which the Discloser may seek injunctive relief in addition to any other remedy.
12. Warranties and Disclaimers
Convoy warrants that, during the Subscription Term, the Service will perform substantially in accordance with the Documentation; Customer's exclusive remedy for breach of this warranty is, at Convoy's option, correction of the non-conformity or refund of the fees for the affected period. EXCEPT FOR THE FOREGOING, THE SERVICE, OUTPUTS, AND DOCUMENTATION ARE PROVIDED “AS IS,” AND CONVOY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR RELIABILITY OF OUTPUTS, AND UNINTERRUPTED, ERROR-FREE, OR REAL-TIME OPERATION. MODEL PROVIDERS AND OTHER THIRD-PARTY SERVICES ARE PROVIDED UNDER THEIR OWN TERMS AND “AS IS,” AND CONVOY DISCLAIMS ALL LIABILITY FOR THEM. CUSTOMER IS RESPONSIBLE FOR EVALUATING OUTPUTS AND FOR MAINTAINING ITS OWN RECORDS AND BACKUPS.
13. AI Features and Model Outputs
The Service produces Outputs using artificial-intelligence and large-language-model processing. Customer acknowledges that Outputs are probabilistic and may be inaccurate, incomplete, or unsuitable for a particular purpose, and may not be unique to Customer. Customer is solely responsible for: (a) the Inputs and other materials it submits; (b) reviewing and evaluating Outputs with appropriate qualified human oversight before relying on or acting on them; and (c) all decisions made and actions taken based on Outputs. Customer will not use, and will not permit any Authorized User or End User to use, the Service for any High-Risk Use Case or in any manner prohibited by the AUP or applicable law. “High-Risk Use Case” means any use in which an error or failure of the Service could reasonably be expected to lead to death, personal injury, or severe physical, environmental, financial, or legal harm, or any use requiring a regulatory clearance Customer has not obtained. To the maximum extent permitted by law, Convoy disclaims all liability for any decision made, action taken, or failure to act based on Outputs, and Convoy does not provide legal, financial, medical, or other professional advice through the Service.
14. Indemnification
14.1 Indemnification by Convoy
Convoy will defend Customer against third-party claims that the Service, as provided by Convoy and used in accordance with this Agreement, infringes a third party's U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. Convoy has no obligation for claims arising from (a) Customer Data, Inputs, or Outputs; (b) combination of the Service with items not provided by Convoy; (c) modification not made by Convoy; (d) use in violation of this Agreement, the AUP, or law; or (e) Model Providers or third-party or open-source components. If the Service is or may be enjoined, Convoy may procure the right to continue use, modify or replace the Service, or terminate the affected subscription and refund prepaid, unused fees. This Section states Convoy's entire liability for infringement and is conditioned on Customer promptly notifying Convoy, giving Convoy sole control of the defense and settlement (Convoy will not settle in a manner imposing a non-indemnified liability or non-monetary obligation on Customer without Customer's consent, not unreasonably withheld), and providing reasonable cooperation at Convoy's expense. Convoy's liability under this Section is subject to Section 15.
14.2 Indemnification by Customer
Customer will defend, indemnify, and hold harmless Convoy and its affiliates, officers, directors, employees, and agents from third-party claims arising out of (a) Customer Data, Inputs, or Outputs; (b) Customer's or its Authorized Users' or End Users' use of the Service; (c) Customer's breach of its representations and warranties in Section 5; (d) Customer's use in violation of this Agreement, the AUP, law, or any Model Provider's terms; or (e) Customer's use of Outputs, and will pay resulting losses, damages, and reasonable attorneys' fees.
14.3 Indemnification Procedures
The indemnifying party's obligations in this Section 14 are subject to receiving: (a) prompt notice of the claim within thirty (30) days of notification of the assertion of such claim; (b) such information, cooperation, and assistance as may reasonably be necessary for the defense of such claim; and (c) full authority to defend or settle such claim, subject to the reasonable consent of the indemnified party, such consent not to be unreasonably withheld. The failure of a party seeking indemnification to promptly notify the indemnifying party as to the existence of an indemnifiable claim shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that such failure or delay is material or prejudicial.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing does not limit Customer's payment obligations under Section 6, either party's indemnification obligations under Section 14, or liability that cannot be limited by law. The exclusions and limitations in this Section are an essential element of the basis of the bargain and the allocation of risk reflected in the fees, are independent and severable, and will apply even if any limited or exclusive remedy fails of its essential purpose and regardless of the form of action or theory of liability.
16. Term and Termination
This Agreement begins on the Effective Date and continues until all Order Forms have expired or terminated. Each Subscription Term renews as stated on the Order Form. Either party may terminate for material breach uncured thirty (30) days after written notice. In addition, Convoy may suspend or terminate access to the Service, in whole or in part, immediately and without liability, if Convoy reasonably determines that: (a) Customer has exceeded or circumvented usage limits or technical access controls; (b) Customer's use creates a security risk to, or threatens the integrity of, the Service, its multi-tenant infrastructure, Convoy's intellectual property, or Convoy's relationships with Model Providers; (c) Customer's use or data violates applicable law or the AUP; or (d) fees are overdue. On expiration or termination, Customer's right to access the Service ends, accrued fees remain payable, and Customer Data is handled as provided in Section 4.4. Suspension does not relieve Customer of its payment obligations, and Convoy will restore access promptly once the condition giving rise to the suspension is resolved. Sections 2.2, 3.1, 3.4, 3.5, 5, 6, 9–16, 17, and 18 survive.
17. Governing Law and Disputes
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties will first attempt good-faith informal resolution for thirty (30) days. Any unresolved dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration using a reputable arbitration provider with the lowest overall fees. If the parties cannot agree within fifteen (15) days as to which provider meets the criterion, the parties agree to use the American Arbitration Association (“AAA”). The arbitration shall be conducted by one arbitrator, with limited discovery, in order to minimize costs. The seat, or legal place, of arbitration shall be in Wilmington, Delaware. Hearings may be conducted remotely unless the arbitrator determines that an in-person hearing is necessary. The prevailing party will be entitled to recovery of reasonable and documented attorneys' fees, costs, and expenses associated with the arbitration. Notwithstanding the foregoing, either party may seek injunctive relief to protect its intellectual property, data security, or Confidential Information, pending the outcome of arbitration. Except for actions to protect intellectual property or Confidential Information, no action arising out of or relating to this Agreement may be brought by either party more than one (1) year after the event giving rise to the claim.
18. General
Entire agreement; precedence. This Agreement, the Order Form(s), the AUP, the DPA (if applicable), the SLA (if applicable), and the Documentation are the entire agreement and supersede all prior or contemporaneous understandings. In a conflict: the DPA controls for personal data; then the Order Form; then this Agreement; then the AUP and other policies.
Policy updates.Convoy may update the Documentation, the AUP, the DPA, and the SLA from time to time on notice (including by posting). Convoy will not make changes that materially reduce the security or core functionality of the Service during a paid Subscription Term. Customer's continued use of the Service after the effective date of an update constitutes acceptance of the updated policy.
Export and sanctions.Customer will comply with all export-control and sanctions laws and represents and warrants that it, its affiliates, and its users are not (a) identified on any U.S. government restricted-party list, including the Treasury Department's Specially Designated Nationals (SDN) and Sectoral Sanctions Identifications (SSI) lists, or (b) located in or organized under the laws of any country or region subject to comprehensive U.S. sanctions. Customer will not access or use the Service in violation of such laws and assumes full responsibility for access from outside the United States.
Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, fire, flood, earthquake, utility or telecommunications failures, Internet, cloud-provider, or Model Provider disruptions, and denial-of-service or other attacks.
Assignment.Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.
Independent contractors; no third-party beneficiaries; severability; no waiver. The parties are independent contractors, and this Agreement creates no partnership, joint venture, agency, or fiduciary relationship and no third-party beneficiary rights. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. No failure or delay in exercising any right operates as a waiver.
Notices. To Convoy at contact@cnvy.ai with a copy to 1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801; to Customer at the address on the Order Form.