Managed Automation Provider (MAP) Agreement

This Brine AI Managed Automation Provider Agreement (the “Agreement”) is entered into as of the date the MAP accepts it, whether by executing an Order Form that references it, by clicking to accept, or by otherwise ordering or accessing the Platform (the “Effective Date”), by and between Brine AI, Inc., a Delaware corporation (“Brine”), and the managed automation provider identified in the applicable Order Form (“MAP”). Brine and MAP are each a “party” and together the “parties.”

This Agreement governs MAP’s appointment as an authorized reseller of the Platform, and is Brine’s single channel agreement for partners that provide managed Brine to their own customers, including managed service providers. Under it, MAP may market, distribute, sublicense, and deliver the Platform to its own End Customers, under Brine branding or on a white-label basis where the Order Form permits, and provide managed services in connection with the Platform. MAP bills its End Customers directly and pays Brine the wholesale fees described in Section 4.6. This Agreement does not grant any right to list agents in the Marketplace, which remains governed by a separate Marketplace Listing Agreement.

1. Structure of the Agreement

1.1 Components

This Agreement consists of these general terms, together with each ordering document or online order that references this Agreement (each, an “Order Form”), and any exhibits, schedules, policies, or terms expressly incorporated by reference, including the End Customer Terms and the Data Processing Addendum. Each Order Form is incorporated into and made a part of this Agreement upon acceptance.

1.2 Order of Precedence

In the event of a conflict, the following order of precedence controls: (a) the applicable Order Form; (b) any exhibit or addendum expressly incorporated into that Order Form; (c) these general terms; and (d) any policy incorporated by reference. The End Customer Terms govern the relationship between Brine and each End Customer and do not amend the terms between Brine and MAP.

2. Definitions

“Brine Marks” means the Brine name, logos, trademarks, service marks, trade names, and other brand features made available or approved by Brine.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the terms of any Order Form.

“End Customer” means a customer of the MAP to whom the MAP markets, distributes, sublicenses access to, or provides managed services in connection with, the Platform.

“End Customer Data” means data, content, and materials submitted to, or generated through, the Platform by or on behalf of an End Customer.

“End Customer Terms” means Brine’s then-current standard terms and conditions applicable to End Customers, as made available by Brine and as updated from time to time, which each End Customer must accept before accessing the Platform.

“List Price” means Brine’s then-current published, nondiscounted price for the specific plan, configuration, and billing frequency purchased, as published at brine.ai/pricing or a successor location Brine designates, before application of any promotion, coupon, credit, or negotiated concession.

“MAP Brand” means MAP’s own trademarks, logos, service marks, and trade names used by MAP in marketing and delivering the Platform.

“MAP Content” means configurations, prompts, workflows, materials, and other content that MAP uploads to or creates within the Platform, excluding End Customer Data and the Platform itself.

“MAP Services” means the managed, professional, implementation, configuration, and support services that MAP provides to its End Customers in connection with the Platform.

“Marketplace” means Brine’s marketplace through which third-party agents may be listed and made available, governance of which is outside the scope of this Agreement.

“Order Form” has the meaning given in Section 1.1.

“Platform” means Brine’s hosted artificial-intelligence software-as-a-service platform, including its agents, applications, APIs, and related documentation, as made available by Brine.

“Prohibited Data” means: (a) protected health information subject to the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”); (b) nonpublic personal information subject to the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”); (c) personal information of children subject to the Children’s Online Privacy Protection Act (“COPPA”); (d) education records protected by the Family Educational Rights and Privacy Act and its implementing regulations (“FERPA”); (e) payment-card account data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (f) government-issued identification numbers; (g) special categories of personal data under Article 9 of the GDPR; and (h) any other category of data that Brine identifies as prohibited in the Trust Center because its processing requires legal, contractual, security, or compliance measures not included in the applicable Platform offering. Prohibited Data may be submitted to or processed through the Platform only if (i) Brine expressly authorizes that category of data for the applicable customer in an Order Form or other written agreement signed by Brine, and (ii) Brine and the applicable counterparty have executed any supplemental agreement required by applicable law for that data category, such as a business associate agreement for protected health information.

“Trust Center” means Brine’s online resource describing its security, privacy, and compliance posture, as made available by Brine.

3. Appointment and Relationship

3.1 Appointment

Subject to this Agreement and the applicable Order Form, Brine appoints MAP, and MAP accepts appointment, as a non-exclusive authorized reseller of the Platform. The appointment is non-exclusive, non-transferable, and revocable in accordance with this Agreement, and confers no territorial, customer, or vertical exclusivity.

3.2 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. MAP has no authority to bind Brine or to make any representation, warranty, or commitment on Brine’s behalf except as expressly authorized in this Agreement.

3.3 MAP Conduct

MAP will (a) represent the Platform accurately and use only Brine-provided or Brine-approved materials without modification, except as Brine expressly permits for white-label presentation; (b) comply with all applicable laws, including those relating to anti-corruption, export, data protection, and marketing; (c) not knowingly make false or misleading public statements concerning Brine or the Platform; and (d) not bid on “Brine,” “Brine AI,” or confusingly similar terms in paid search or register confusingly similar domains.

4. Grant of Rights and Reseller Obligations

4.1 Grant of Rights

Subject to this Agreement and payment of all applicable fees, Brine grants MAP a non-exclusive, non-transferable, non-sublicensable (except as expressly set out in this Section 4) right, during the term and within any territory stated in the Order Form, to (a) access and use the Platform for MAP’s internal business and demonstration purposes, and (b) market, distribute, and sublicense access to the Platform to End Customers who have accepted the End Customer Terms, and to provide MAP Services in connection therewith.

4.2 End Customer Terms

Before any End Customer is granted access to the Platform, that End Customer must first accept the End Customer Terms. MAP will not grant, or purport to grant, any rights in the Platform beyond those set out in the End Customer Terms, and will not make any representation or warranty regarding the Platform except as expressly authorized by Brine in writing. MAP will pass through to each End Customer all use restrictions, security obligations, and acceptable-use requirements applicable to the Platform.

4.3 MAP Branding; Subdomain

Where permitted in the Order Form, MAP may market and deliver the Platform to End Customers under the MAP Brand and may brand a subdomain to the Platform using the MAP Brand. MAP will not alter, obscure, or remove any Brine Marks or proprietary notices except to the extent Brine expressly enables white-label presentation. All use of the MAP Brand within the Platform must comply with Brine’s branding guidelines, and all goodwill arising from use of the Brine Marks inures to Brine. White-label presentation does not permit MAP to conceal Brine’s identity where disclosure is required for End Customer contracting, privacy or security notices, subprocessor disclosures, or applicable law.

4.4 MAP Services and Support

MAP is solely responsible for the provision and support of the MAP Services and for all first-line support to its End Customers. Brine will exercise commercially reasonable efforts to support MAP in accordance with the applicable Order Form or support policy, but Brine is not responsible for providing any support directly to an End Customer. MAP will not represent that Brine provides support to End Customers.

4.5 Commercial Terms with End Customers

MAP is responsible for contracting with, invoicing, and collecting payment from its End Customers, and may set its own commercial terms and pricing for the MAP Services, provided that such terms do not conflict with this Agreement or the End Customer Terms. MAP is solely responsible for any commitment it makes to an End Customer, including any service levels, discounts, or refunds that exceed those Brine provides to MAP.

4.6 Fees to Brine

MAP will pay Brine wholesale fees for all Platform access resold to End Customers. Unless the applicable Order Form states otherwise, the wholesale fee for each End Customer subscription equals the List Price for the specific plan, configuration, and billing frequency purchased, less a partner discount of fifteen percent (15%). Brine may update the List Price on thirty (30) days’ notice; updates apply to new orders and renewals, not to subscriptions already in their then-current term. Fees are calculated using the billing metrics of the applicable plan as described in the List Price or the Order Form, and are payable regardless of whether MAP collects from its End Customers. Discounts, credits, promotions, or concessions that MAP extends to an End Customer do not reduce amounts owed to Brine unless Brine expressly agrees in writing.

4.7 Authorizations from End Customers

MAP will procure from each End Customer all licenses, consents, and permissions necessary for Brine and its subprocessors to host and process End Customer Data in connection with the Platform, and will ensure that each End Customer’s use of the Platform complies with this Agreement and the End Customer Terms.

4.8 Records and Verification

MAP will keep accurate records of End Customer subscriptions, provisioning, and End Customer Terms acceptance. On reasonable notice, and no more than once in any twelve (12) month period absent a good-faith concern, Brine may review the records reasonably necessary to verify MAP’s compliance with this Agreement and the accuracy of fees. If a review reveals an underpayment, MAP will promptly pay the shortfall, with interest as described in Section 5.2.

4.9 End Customer Suspension

Brine may suspend an End Customer’s access to the Platform immediately, with notice to MAP as soon as practicable, where that End Customer’s use poses a security threat, violates applicable law, breaches the End Customer Terms or acceptable-use requirements, involves Prohibited Data, or otherwise creates material risk to Brine, the Platform, or others. Section 5.2 does not limit Brine’s suspension rights under this Section.

5. Fees and Payment

5.1 Fees

Fees and payment terms are as set out in the applicable Order Form and this Agreement. Unless otherwise stated, amounts payable by MAP to Brine are non-cancelable and non-refundable once due.

5.2 Payment and Late Amounts

MAP will pay undisputed invoiced amounts within thirty (30) days of the invoice date. Brine may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend MAP’s and the affected End Customers’ access to the Platform for amounts more than thirty (30) days overdue, following at least ten (10) days’ prior notice.

5.3 Taxes

Fees are exclusive of taxes. MAP is responsible for all sales, use, VAT, and similar taxes associated with its purchase and resale of the Platform, excluding taxes based on Brine’s net income.

6. Term and Termination

6.1 Term

This Agreement begins on the Effective Date and continues for so long as any Order Form remains active, unless terminated earlier in accordance with this Section 6.

6.2 Termination for Convenience

Either party may terminate this Agreement or any Order Form for convenience on thirty (30) days’ written notice, provided that termination will not take effect with respect to active End Customer subscriptions until the end of their then-current terms, unless otherwise agreed.

6.3 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after written notice, or if the other party becomes insolvent or makes an assignment for the benefit of creditors.

6.4 Effect of Termination

Upon termination: (a) all rights and appointments granted to MAP cease, except as needed to wind down active End Customer subscriptions in an orderly manner; (b) MAP will cease all use of the Brine Marks and remove any white-label presentation of the Platform; (c) each party will return or destroy the other’s Confidential Information on request; (d) MAP Content and End Customer Data will remain retrievable for fifteen (15) days after termination, after which Brine may delete it in the ordinary course; and (e) during any wind-down period, MAP will continue to bill and provide first-line support for active End Customer subscriptions and will cooperate with Brine in an orderly transition.

6.5 End Customer Continuity

If this Agreement terminates for MAP’s uncured breach, or if MAP becomes insolvent, fails to pay amounts due, or fails to support active End Customer subscriptions, Brine may maintain service to affected End Customers and, where reasonably necessary to avoid disruption, contract with them directly. Brine may also contract directly with any End Customer that requests a direct relationship after its subscription through MAP ends.

6.6 Survival

Sections 2, 5 (for amounts accrued), 6.4, 6.5, 6.6, 7, 9, 10, 11, 12, and 14 survive termination.

7. Ownership; Data

7.1 Brine Ownership

As between the parties, Brine owns and retains all right, title, and interest in and to the Platform, the Brine Marks, and all related intellectual property, including all improvements and derivative works. No rights are granted to MAP except as expressly set out in this Agreement.

7.2 MAP Content

As between the parties, MAP owns MAP Content. MAP grants Brine a non-exclusive, worldwide, royalty-free license to host, copy, process, and display MAP Content solely to provide and improve the Platform and to generate anonymized, aggregated analytics that do not identify MAP or any End Customer.

7.3 End Customer Data

As between Brine and MAP, neither party claims ownership of End Customer Data, the treatment of which is governed by the End Customer Terms and the Data Processing Addendum. MAP is responsible for the accuracy, quality, and legality of End Customer Data submitted through MAP or its End Customers.

7.4 Data Processing

Each party will comply with applicable data protection laws. Brine’s processing of personal data on behalf of MAP and End Customers is governed by the Data Processing Addendum, which is incorporated by reference. Brine engages third-party subprocessors as described in the Trust Center.

7.5 Prohibited Data

MAP will not, and will ensure that its End Customers do not, submit Prohibited Data to the Platform except as expressly authorized under the definition of Prohibited Data in Section 2, including Brine’s execution of any legally required supplemental agreement. MAP is responsible for any Prohibited Data it or its End Customers submit in breach of this Section.

8. Third-Party Services

8.1 Model and Infrastructure Providers

The Platform relies on third-party model and infrastructure providers. Infrastructure providers, and model providers accessed through Brine’s platform-managed provider accounts, are subprocessors Brine engages, and Brine’s commitments regarding them are set out in the Data Processing Addendum and the Trust Center. Model providers that MAP or an End Customer designates by supplying its own credentials act on the designating party’s behalf under its own agreement with that provider and are not Brine subprocessors; Brine’s responsibility for them is limited to transmitting data as instructed through the Platform and protecting stored credentials.

8.2 As-Is

Third-party services are provided “as is,” and Brine makes no warranties with respect to them. MAP’s and its End Customers’ use of any optional third-party service is subject to that provider’s terms.

9. Confidentiality

9.1 Obligations

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations no less protective than these.

9.2 Exceptions

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction.

9.3 Compelled Disclosure

A party may disclose Confidential Information as required by law, provided it gives reasonable prior notice where legally permitted and cooperates in efforts to limit disclosure. Confidentiality obligations survive for five (5) years after termination, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.

10. Representations and Warranties; Disclaimer

10.1 Mutual

Each party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any other agreement or applicable law.

10.2 MAP Warranties

MAP further represents, warrants, and covenants that: (a) each End Customer accessing the Platform through MAP has accepted the End Customer Terms before access; (b) MAP has taken commercially reasonable steps to ensure each End Customer’s understanding of Brine’s collection, processing, and use of End Customer Data; (c) MAP will market and deliver the Platform accurately and in compliance with this Agreement; and (d) MAP has obtained all consents necessary under Section 4.7.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS,” AND BRINE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BRINE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

11. Indemnification

11.1 By MAP

MAP will defend, indemnify, and hold harmless Brine and its affiliates from and against third-party claims, and resulting losses, arising out of (a) MAP’s breach of this Agreement or the End Customer Terms; (b) the MAP Services, MAP Brand, or MAP Content; (c) any dispute between MAP and an End Customer; (d) MAP’s or its End Customers’ submission of Prohibited Data or unlawful content in breach of this Agreement; or (e) any representation, warranty, or commitment MAP makes regarding the Platform that Brine has not authorized, or MAP’s marketing, sales, or business practices, including any violation of applicable privacy or marketing laws.

11.2 By Brine

Brine will defend, indemnify, and hold harmless MAP from and against third-party claims that the Platform, as provided by Brine and used in accordance with this Agreement, infringes such third party’s intellectual property rights, and resulting losses. Brine has no obligation for claims arising from MAP Content, the MAP Brand, modifications not made by Brine, or use in combination with items not provided by Brine. If the Platform becomes, or in Brine’s opinion is likely to become, the subject of an infringement claim, Brine may at its option and expense (a) procure the right to continue providing the Platform, (b) modify or replace the affected functionality with substantially equivalent functionality, or (c) terminate the affected subscriptions and refund prepaid fees for the unused portion of their terms. This Section 11.2 states Brine’s entire obligation and MAP’s exclusive remedy for infringement claims.

11.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, grant sole control of the defense and settlement (provided no settlement imposes non-indemnified liability on the indemnified party without its consent), and provide reasonable cooperation.

12. Limitation of Liability

12.1 Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

12.2 Cap

Except for the Excluded Claims, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the greater of (a) the amounts paid or payable between the parties under this Agreement in the twelve (12) months preceding the event giving rise to liability, or (b) five thousand United States dollars (USD $5,000).

12.3 Excluded and Super-Capped Claims

The limitations in Section 12.2 do not apply to (a) MAP’s indemnification obligations under Section 11.1; (b) amounts owed under an Order Form; or (c) a party’s willful misconduct or its infringement or misappropriation of the other party’s intellectual property. For Brine’s indemnification obligations under Section 11.2 and either party’s breach of Section 9, each party’s total aggregate liability will not exceed two times the cap set out in Section 12.2. The parties acknowledge that the fees reflect this allocation of risk.

13. Publicity

13.1 Program Participation

MAP grants Brine a limited, non-exclusive, royalty-free license to reference MAP as an authorized reseller on Brine’s website and in customer lists, and to use the MAP Brand for that purpose. Either party may issue other public statements referencing the relationship only with the other party’s prior written consent.

14. General

14.1 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute not subject to injunctive relief.

14.2 Injunctive Relief

The parties agree that a breach of the confidentiality or intellectual property provisions of this Agreement may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party is entitled to seek injunctive relief without the need to post a bond.

14.3 Assignment

MAP may not assign this Agreement without Brine’s prior written consent. Brine may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties’ permitted successors and assigns.

14.4 Changes to this Agreement

Brine may update these general terms and the End Customer Terms from time to time by posting the updated version or providing notice. Material changes take effect on the date stated in the notice or, absent a stated date, thirty (30) days after notice, and continued participation after that date constitutes acceptance. Changes that materially reduce MAP’s rights or materially increase MAP’s financial obligations under an active Order Form take effect at the start of that Order Form’s next renewal term, unless the change is required by applicable law or is necessary to address a security or legal risk.

14.5 Export and Anti-Corruption

Each party will comply with applicable export control, sanctions, and anti-corruption laws, and will not make the Platform available to any person or in any territory in violation of such laws.

14.6 Marketplace Excluded

This Agreement does not govern the listing or distribution of agents through the Marketplace. A MAP that wishes to list agents in the Marketplace must enter into a separate Marketplace Listing Agreement with Brine.

14.7 Entire Agreement

This Agreement, together with all Order Forms and incorporated terms, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements. No waiver or modification is effective unless in writing. If any provision is held unenforceable, the remaining provisions remain in effect. Notices must be in writing and sent to the contacts on the Order Form, with a copy to legal@brine.ai. This Agreement may be executed in counterparts.

Contact

Version History