MASTER SUBSCRIPTION AGREEMENT
Last updated: October 20, 2026
MASTER SUBSCRIPTION AGREEMENT
Decided, Inc. · Last updated: October 20, 2026 · https://decided.com/legal/msa
This Master Subscription Agreement (the "MSA") is between Decided, Inc., a Delaware corporation ("Decided"), and the customer named in an Order Form ("Customer"; each a "Party", together the "Parties"). It takes effect when both Parties sign the first Order Form that references it (the "Effective Date"). The MSA as last updated on the date stated in the first Order Form governs. A later update applies only if both Parties sign an Order Form that expressly adopts it.
1. Definitions.
"Active Participant" means a Participant whom Decided regularly interviews or checks in with. Free Users are not Active Participants.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means owning more than 50% of the voting interests of the entity.
"Aggregated Data" means data derived from Customer Data or Usage Data that has been de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, Customer, any Participant, or any other individual.
"Agreement" means this MSA, its Exhibits, the DPA, and all Order Forms.
"AI Interviewer" means the AI agent in the Service that conducts Interviews, currently named "Clara".
"Authorized User" means an individual whom Customer authorizes to access the Service's dashboards, Outputs, or administrative features.
"Calendar Data" means availability (free/busy) information from a Participant's work calendar and the calendar invitations the Service creates.
"Customer Data" means all data submitted to the Service by or on behalf of Customer, including Org Chart Data, Calendar Data, and Interview Content, together with all Outputs. Customer Data does not include Aggregated Data or Usage Data.
"Documentation" means Decided's user guides and product descriptions for the Service, as updated from time to time.
"DPA" means Decided's Data Processing Addendum, which forms part of this Agreement.
"Fees" means the fees stated in an Order Form.
"Final Response" means a Participant's answers to an Interview as they stand when the Review Window closes.
"Free User" has the meaning given in Section 8.2.
"Interview" means a conversation between a Participant and the AI Interviewer, by voice or text.
"Interview Content" means audio recordings, transcripts, and Final Responses from Interviews.
"Leadership Brief" means a report the Service prepares for Customer's leadership on priorities, blockers, risks, misalignment, and open decisions.
"Order Form" means an ordering document signed by both Parties that references this MSA.
"Org Chart Data" means information about Customer's personnel that Customer provides, such as names, work email addresses, titles, teams, and reporting lines.
"Output" means content the Service generates for Customer from Customer Data, including Leadership Briefs, decision graphs, insights, and recommendations.
"Participant" means an employee or contractor of Customer or its Affiliates whom Customer invites to take part in Interviews.
"Participant Terms" means Decided's terms for Participants, published at https://decided.com/legal/participant-terms.
"Pilot" and "Pilot Period" have the meanings given in Section 7 and the applicable Order Form.
"Review Window" means the period after a Participant saves their answers, shown in the Service and currently about one hour, during which the Participant may review and edit them.
"Security Incident" has the meaning given in the DPA.
"Service" means Decided's hosted platform, including the AI Interviewer, dashboards, integrations, and the support described in Exhibit A.
"Subscription Term" means the subscription period stated in an Order Form, including any renewal.
"Usage Data" means technical and usage information about the operation of the Service, such as logs, performance metrics, and feature usage. Usage Data does not include Interview Content or Outputs.
In this Agreement, "including" means "including without limitation".
2. The Service.
2.1 Access. During the Subscription Term, Decided grants Customer a non-exclusive, non-transferable right to access and use the Service for its internal business purposes, under this Agreement and the applicable Order Form.
2.2 Users. Customer may permit its Authorized Users and Participants to use the Service. Customer is responsible for their compliance with this Agreement. Customer's Affiliates may use the Service under Customer's Order Form; Customer remains responsible for them. An Affiliate may also sign its own Order Form under this MSA, and is then the "Customer" for that Order Form.
2.3 Updates. Decided may update the Service from time to time. Updates will not materially reduce the Service's core functionality or the overall level of security described in this Agreement. Decided will give Customer at least 60 days' notice before removing a material feature that Customer uses. New data sources and integrations connect to Customer's systems only when Customer enables them.
2.4 Support and availability. Decided provides support and service levels as described in Exhibit A.
2.5 Beta features. Decided may offer optional features identified as beta or preview. Customer decides whether to use them. They are provided "as is", may change or end at any time, and are excluded from Exhibit A and Section 12.2. All other terms of this Agreement, including those on security and data protection, apply to them.
3. How the Service Works.
3.1 Interviews. The AI Interviewer conducts Interviews with Participants by voice or text. Voice Interviews are recorded and transcribed. Before each Interview, the Service tells the Participant that the AI Interviewer is an AI system and that the Interview is recorded and transcribed.
3.2 Participant review. After each Interview, the Participant can review and edit their answers during the Review Window. Customer sees only Final Responses. Customer cannot access audio recordings, transcripts before finalization, or the Participant's edits, and Decided will not provide them to Customer except as law requires.
3.3 Not anonymous. Final Responses are attributed to the Participant. Authorized Users see Final Responses and Outputs according to their roles in the Service. For example, leadership sees an organization-wide view, and managers and other users see items that concern their teams and work. The Service determines what each role sees. During Interviews, the AI Interviewer may also tell a Participant what other Participants said in their Final Responses, with attribution, to surface misalignment. Decided does not filter Final Responses for accuracy or for how they describe others, and does not guarantee that a particular Final Response will be shown to, or withheld from, any particular user. Customer decides who outside its organization, such as board members, advisors, or counsel, may access the Service.
3.4 Calendar. The Service reads availability (free/busy) information and creates calendar invitations to schedule Interviews. It does not read the titles, descriptions, attendees, or content of calendar events.
3.5 Org chart. Customer provides Org Chart Data in any reasonable format, such as a spreadsheet or a file exported from its HR system. Customer decides which individuals are invited to Interviews and is responsible for the accuracy of its Org Chart Data.
3.6 Not a reporting channel. The Service is not designed to receive or handle complaints of harassment, discrimination, or other misconduct, and is not a whistleblower or emergency channel. When a Participant raises such a matter, the AI Interviewer will suggest that the Participant raise it through Customer's human resources or other designated channels. The Service does not notify Customer's human resources team or anyone else. Decided does not monitor Interview Content for these matters and has no obligation to identify, report, or act on them. A Final Response that refers to such a matter is visible to Authorized Users like any other Final Response, and Customer is responsible for how it responds.
3.7 Third-party services. Customer authorizes Decided to connect to Customer's Google or Microsoft services as needed for calendar scheduling and single sign-on. Those services are governed by their providers' terms, and Decided is not responsible for them.
3.8 Interview topics. The AI Interviewer is designed to ask only about work. It does not ask Participants about their age, health, or other protected characteristics, or about union activity.
4. Customer Responsibilities.
4.1 Notice to Participants. Decided sends each Participant an invitation in Customer's name that explains the Service. Customer approves the invitation before it is sent. Before a Participant's first Interview, the Service presents the Participant Terms, and the Participant must accept them. The Participant Terms explain that Interviews are conducted by an AI system, recorded, and transcribed, and that Final Responses are attributed to the Participant. Customer remains responsible for any employee privacy notice or consent that applicable law requires of it as employer.
4.2 Intended purpose. The Service is designed to help organizations identify priorities, blockers, and misalignment across teams. It is not designed to evaluate, score, or rank individuals. Customer will not use the Service or any Output:
(a) to evaluate or rank the performance of individual Participants;
(b) to make, or as a substantial factor in, any decision about hiring, termination, promotion, compensation, discipline, or other terms of employment of an individual;
(c) to identify, monitor, or poll union or other protected concerted activity; or
(d) to retaliate against any Participant because of their Final Responses.
This Section 4.2 does not prevent Customer from investigating and responding to unlawful conduct, safety risks, or serious policy violations disclosed in a Final Response, as law or its policies require. Any resulting decision about an individual must rest on Customer's own investigation, not on Outputs.
4.3 Employment and privacy law. Customer is responsible for complying with employment, labor, and privacy laws that apply to its relationship with its Participants and Authorized Users.
4.4 Sensitive data. Customer will not upload, or ask Participants to provide, government identification numbers, financial account or payment card numbers, health information, or other categories of sensitive personal data, except as the Documentation expressly permits.
4.5 Restrictions. Customer will not, and will not permit anyone to: (a) resell, sublicense, or provide the Service to third parties; (b) reverse engineer or attempt to extract the source code, models, or prompts of the Service, except as law expressly permits; (c) use the Service to build a competing product; (d) interfere with or disrupt the Service, or perform security testing without Decided's prior written consent; (e) introduce malicious code; or (f) use the Service in violation of law.
4.6 Accounts. Customer is responsible for its accounts and credentials, including its single sign-on configuration. Customer will notify Decided promptly of any unauthorized access it becomes aware of.
4.7 Suspension. Decided may suspend access to the Service, in whole or in part, if reasonably necessary to address a security threat, unlawful use, or a breach of Section 4.2 or 4.5. Decided will give Customer prompt notice, limit the suspension to what is necessary, and restore access promptly once the cause is resolved.
5. Artificial Intelligence.
5.1 AI providers. Decided uses third-party and open-source AI models to provide the Service. AI providers that process Customer Data are subprocessors under the DPA.
5.2 No training on Customer Data. Decided does not use Customer Data to train or fine-tune AI models. Decided uses AI providers only on terms that do not permit them to use Customer Data to train their models.
5.3 Customer-specific knowledge. The Service builds a decision graph of Customer's priorities, decisions, and misalignment. The decision graph grows as more Interviews are completed. It is built from Customer Data, not by training AI models. The decision graph is part of Customer Data. Except for Aggregated Data under Section 6.4, it is used only for Customer and is never shared with or used for any other customer.
5.4 No emotion or biometric analysis. The Service converts speech to text. It does not infer emotions, analyze tone of voice, create voiceprints, or identify individuals by their voice.
5.5 Nature of Outputs. Outputs are generated by AI from Participants' Final Responses. They reflect what Participants said, and may be incomplete or inaccurate. Customer is responsible for reviewing Outputs before relying on them and for all decisions it makes. Decided does not recommend actions concerning specific individuals.
5.6 AI laws. Each Party will comply with the laws on artificial intelligence that apply to it. Decided is responsible for the duties that apply to it as provider of the Service, including telling Participants that they are interacting with an AI system. Customer is responsible for the duties that apply to it as the organization using the Service. Decided will answer Customer's reasonable questions about how the Service works, including questions from Customer's legal counsel. Use of the Service in breach of Section 4.2 is Customer's responsibility.
5.7 Model changes. Decided may change the AI models and providers it uses. Sections 5.2 and 5.4 apply to every model. A new AI provider that processes Customer Data is a new subprocessor and is added under the DPA's subprocessor process.
6. Customer Data.
6.1 Ownership. As between the Parties, Customer owns all Customer Data, including Outputs.
6.2 Decided's use. Decided will use Customer Data only to provide, maintain, secure, and support the Service for Customer, to create Aggregated Data under Section 6.4, or as required by law, in each case as described in this Agreement and the DPA. Decided personnel access Customer Data only as needed for these purposes. They do not review Interview Content except to provide support Customer requests, to secure the Service, or to fix errors.
6.3 No sharing across customers. Except for Aggregated Data under Section 6.4, Decided will never disclose Customer Data to, or use it for, any other customer.
6.4 Aggregated Data and Usage Data. Decided may collect Usage Data and create Aggregated Data, and may use both only to operate, secure, maintain, and improve the Service. Aggregated Data contains no personal data. Decided will not use Aggregated Data to train AI models and will not attempt to re-identify it. Decided owns Aggregated Data and Usage Data.
6.5 Data location. Decided stores Customer Data in the United States. Decided personnel who access Customer Data are located in the United States and Europe, in the countries listed in the DPA. Where Decided's subprocessors process Customer Data is also described in the DPA.
6.6 Retention during the Subscription Term.
(a) Audio recordings are deleted within 90 days after the Interview.
(b) All other Customer Data is retained for the Subscription Term so that the Service can build on it over time.
(c) Customer may delete specific Interviews, or all data relating to a Participant, in the Service at any time. Deleted data is removed from active systems within 30 days.
(d) Customer may export its Org Chart Data, Final Responses, and Outputs at any time during the Subscription Term, in a common machine-readable format. Exports include the content of Outputs, not Decided's software, models, prompts, or methods.
6.7 Deletion after the Subscription Term. After the last Subscription Term ends, or after a Pilot ends without converting while no other Order Form is in effect:
(a) Customer may export its Org Chart Data, Final Responses, and Outputs for 30 days (the "Export Period");
(b) Decided will delete Customer Data within 30 days after the Export Period ends;
(c) copies in backups expire within 30 days of deletion and remain protected under this Agreement until they do; and
(d) on request, Decided will confirm deletion in writing.
Decided may retain Customer Data only where law requires it, and only for as long as it requires. Decided keeps records of Participants' acceptance of the Participant Terms as described in the DPA. Subprocessors process and delete Customer Data as described in the DPA.
6.8 Data protection. The DPA governs Decided's processing of personal data in Customer Data.
6.9 Security. Decided maintains an information security program with administrative, technical, and physical safeguards appropriate to the nature of Customer Data. The program includes encryption of Customer Data in transit and at rest, multi-factor authentication and access logging for Decided personnel, role-based access controls, single sign-on for Customer's users, automated encrypted backups, and regular penetration testing by an independent firm. The DPA describes these measures in more detail. On request, and subject to confidentiality, Decided will provide a summary of its most recent penetration test and, once available, its SOC 2 Type II report.
6.10 Security incidents. Decided will notify Customer of any Security Incident affecting Customer Data as set out in the DPA.
7. Pilots.
7.1 Pilot. An Order Form may include a free pilot of the Service (a "Pilot") for the period stated in it (the "Pilot Period").
7.2 Terms during the Pilot. No Fees apply to a Pilot. Section 2 of Exhibit A and the warranty in Section 12.2 do not apply during the Pilot Period. All other terms of this Agreement apply in full, including those on confidentiality, security, and data protection.
7.3 Early end. Either Party may end a Pilot early by written notice to the other, including by email. If a Pilot ends early, no subscription begins unless the Parties agree otherwise in writing, and Section 7.5 applies.
7.4 Conversion. If the Order Form includes a subscription, the subscription begins on the day after the Pilot Period ends (the "Subscription Start Date"), unless Customer tells Decided in writing, including by email, before the Pilot Period ends that it will not continue. Decided will remind Customer of this in writing at least 7 days before the Pilot Period ends.
7.5 No conversion. If the Pilot does not convert, the Order Form ends with the Pilot Period and Section 6.7 applies.
8. Fees and Payment.
8.1 Fees. Customer will pay the Fees in the Order Form. Fees are based on the number of Active Participants stated in the Order Form (the "Contracted Participants"). The Order Form states a monthly rate per Active Participant, set by the volume band for the Contracted Participants and applied to all of them. Annual Fees equal the Contracted Participants multiplied by the monthly rate and by 12, less any discount in the Order Form. Monthly rates are pricing equivalents only: Fees are invoiced annually in advance, in US dollars.
8.2 Free Users. Authorized Users who are not interviewed, such as administrators, executive viewers, board members, investors, external advisors, and legal or finance reviewers ("Free Users"), do not count toward the Contracted Participants.
8.3 Changes in Contracted Participants. The Service supports up to the number of Contracted Participants. To add Active Participants, Customer signs an additional Order Form. Additions are co-terminous with the current Subscription Term, and their Fees are prorated to the end of that term and invoiced when the Order Form is signed. Customer may reduce the Contracted Participants only effective at renewal, by written notice at least 30 days before the current Subscription Term ends. Decided does not charge Customer's payment method automatically.
8.4 Invoices and payment. Decided issues invoices through Stripe. Invoices are payable in US dollars within 30 days of the invoice date, by bank transfer or card.
8.5 Disputed invoices. If Customer disputes an invoice in good faith, it will notify Decided before the invoice due date and pay the undisputed portion. The Parties will work together to resolve the dispute promptly.
8.6 Late payment. Undisputed amounts not paid when due may accrue interest at 1% per month, or the maximum rate allowed by law if lower. If an undisputed amount is more than 15 days overdue after Decided gives written notice, Decided may suspend the Service until payment is received.
8.7 Taxes. Fees exclude taxes. Customer is responsible for sales, use, value-added, and similar taxes, except taxes on Decided's net income.
8.8 No refunds. Fees are non-cancellable and non-refundable, except as this Agreement expressly provides.
9. Term, Renewal, and Termination.
9.1 Term. This MSA starts on the Effective Date and continues until every Order Form has ended.
9.2 Renewal. Each Subscription Term renews automatically for successive 12-month periods unless either Party gives written notice of non-renewal, including by email, at least 30 days before the current Subscription Term ends.
9.3 Renewal notice. Decided will send Customer written notice of each upcoming renewal, including the renewal Fees, not less than 45 and not more than 60 days before the current Subscription Term ends, by email and by certified mail or courier to Customer's notice address.
9.4 Renewal pricing. The per-Active-Participant price for each renewal term may increase by up to 7% over the price for the preceding term.
9.5 Termination for cause. Either Party may terminate this Agreement or an Order Form by written notice if the other Party: (a) materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice of it; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Termination of this MSA ends all Order Forms.
9.6 Effect of termination. When an Order Form ends: (a) Customer's access to the Service under it ends, except to export data under Section 6.7; (b) Customer will pay all Fees accrued up to the end date; (c) if Customer terminates for Decided's uncured breach, Decided will refund any prepaid Fees for the remainder of the Subscription Term; and (d) Section 6.7 applies.
9.7 Survival. Sections 1, 4.2, 5.5, 6.4, 6.7, 8 (for amounts owed), 9.6, 9.7, 10, 11, 12.4, 13, 14, and 17 survive termination.
10. Confidentiality.
10.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Non-public information about the Service is Decided's Confidential Information. Pricing and negotiated Order Form terms are the Confidential Information of both Parties.
10.2 Exclusions. Confidential Information does not include information that: (a) the receiving Party already knew without a duty of confidentiality; (b) the receiving Party rightfully receives from a third party without a duty of confidentiality; (c) the receiving Party develops independently; or (d) is or becomes public through no fault of the receiving Party.
10.3 Obligations. The receiving Party will use the other Party's Confidential Information only to perform under this Agreement and will protect it with at least reasonable care. It may share the information only with its employees, contractors, advisors, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these.
10.4 Required disclosure. If law or a court order requires disclosure, the receiving Party may disclose the required information after giving the other Party prompt notice, where legally permitted, and reasonable help in seeking protective treatment.
10.5 Return or destruction. When this Agreement ends, each Party will return or destroy the other Party's Confidential Information on request. Customer Data is handled under Section 6.7.
11. Intellectual Property.
11.1 Decided's property. Decided owns the Service, the AI Interviewer, its software, methodology, and decision-graph technology, the Documentation, Aggregated Data, Usage Data, and all improvements to them. This Agreement grants no rights in them except those expressly stated. Open-source components in the Service are licensed under their own terms, and their use does not require Customer to license or disclose its own software or data.
11.2 Customer's property. Customer owns Customer Data, including Outputs. Customer grants Decided a limited license to use Customer Data as described in Section 6.
11.3 Feedback. Decided may freely use any suggestions or feedback Customer provides about the Service, without obligation.
12. Warranties and Disclaimer.
12.1 Mutual. Each Party warrants that it has the authority to enter into this Agreement and that doing so does not breach any other agreement binding it.
12.2 By Decided. Decided warrants that during the Subscription Term: (a) the Service will perform materially as described in the Documentation; (b) Decided will not materially reduce the overall security of the Service; and (c) Decided will use industry-standard measures designed to keep viruses and other malicious code out of the Service. If Decided breaches this warranty, Decided will use reasonable efforts to correct the breach. If it does not do so within 30 days after Customer's written notice, Customer may terminate the affected Order Form and receive a refund of prepaid Fees for the remainder of the Subscription Term. This is Customer's exclusive remedy for breach of this warranty. This warranty does not apply during a Pilot.
12.3 By Customer. Customer warrants that it has the rights needed to provide Customer Data to Decided and that it has given the notices and obtained the consents required by Section 4.1.
12.4 Disclaimer. Except as expressly stated in this Agreement, the Service and Outputs are provided "as is", and each Party disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Decided does not warrant that the Service will be uninterrupted or error-free, or that Outputs will be accurate or complete.
13. Indemnification.
13.1 By Decided. Decided will defend Customer against any third-party claim alleging that the Service, as provided by Decided, or any Output infringes or misappropriates that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. Decided has no obligation for claims arising from: (a) Customer Data other than Outputs; (b) Outputs, to the extent the claim arises from content provided by Customer or Participants; (c) combination of the Service with anything not provided by Decided; or (d) use of the Service in breach of this Agreement. If the Service is, or Decided believes it may be, subject to such a claim, Decided may obtain the right for Customer to keep using it, modify it to be non-infringing, or, if neither is commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the remainder of the Subscription Term.
13.2 By Customer. Customer will defend Decided against any third-party claim arising from: (a) Customer Data provided by Customer, other than Outputs; (b) Customer's breach of Section 4; or (c) an employment decision Customer makes concerning a Participant or other individual, to the extent it is based on the Service or any Output. Customer will pay any damages finally awarded or agreed in settlement.
13.3 Procedure. The Party seeking defense will notify the other Party promptly, give it sole control of the defense and settlement, and provide reasonable cooperation at the defending Party's expense. The defending Party may not settle a claim in a way that admits fault of, or imposes obligations on, the other Party without its written consent.
14. Limitation of Liability.
14.1 Excluded damages. Neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of the possibility. Within the cap in Section 14.3, reasonable costs of legally required notification of a Security Incident are direct damages.
14.2 General cap. Except as provided in Section 14.3, each Party's total liability arising out of or relating to this Agreement will not exceed the greater of: (a) the Fees paid and payable under this Agreement in the 12 months before the event giving rise to the liability; and (b) US$100,000 (the "General Cap").
14.3 Enhanced cap. For (a) a Party's breach of Section 6 (Customer Data), Section 10 (Confidentiality), or the DPA, and (b) a Party's obligations under Section 13 (Indemnification), that Party's total liability will not exceed the greater of: (i) two times the Fees paid and payable under this Agreement in the 12 months before the event giving rise to the liability; and (ii) US$200,000 (the "Enhanced Cap"). The Enhanced Cap is the maximum for all such claims combined and is not in addition to the General Cap.
14.4 Exceptions. Sections 14.1 through 14.3 do not limit: (a) liability for gross negligence, willful misconduct, or fraud; or (b) Customer's obligation to pay Fees.
15. Insurance.
Decided will maintain, during the Subscription Term, commercially reasonable insurance coverage, including cyber liability and technology errors and omissions insurance. On request, Decided will provide a certificate of insurance.
16. Publicity.
Decided may identify Customer as a customer, by name and logo, on its website and in customer lists, consistent with any brand guidelines Customer provides, unless Customer opts out in the Order Form or by email at any time. Decided will remove Customer's name and logo within 30 days after an opt-out. Case studies, press releases, and quotes require Customer's prior written consent.
17. General.
17.1 Governing law. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules.
17.2 Venue. The state and federal courts located in New York County, New York, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party consents to their jurisdiction. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.
17.3 Notices. Notices under this Agreement must be in writing and sent to the addresses in the Order Form. Notices of breach, termination, or a claim under Section 13 must be sent by email with confirmation by courier or certified mail. Pilot opt-out and non-renewal notices may be sent by email alone. Decided's notice address is Decided, Inc., 447 Broadway, 2nd Floor #1512, New York, NY 10013, United States, and contact@decided.com. Notices are effective on receipt.
17.4 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets, with written notice to the other Party.
17.5 Subcontractors. Decided may use subcontractors and subprocessors to provide the Service and remains responsible for their performance under this Agreement.
17.6 Force majeure. Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, except for payment obligations. A force majeure event does not excuse Decided from maintaining its security measures. If such an event prevents Decided from providing the Service for more than 30 consecutive days, Customer may terminate the affected Order Form and receive a refund of prepaid Fees for the remainder of the Subscription Term.
17.7 Relationship. The Parties are independent contractors. This Agreement creates no partnership, joint venture, or agency. There are no third-party beneficiaries, including Participants and Authorized Users.
17.8 Compliance. Each Party will comply with the laws that apply to it in performing this Agreement, including anti-corruption, export control, and sanctions laws. Customer represents that it is not subject to US sanctions and will not use the Service in any embargoed country.
17.9 Order of precedence. If documents conflict, this order applies: (a) the Standard Contractual Clauses, where they apply under the DPA; (b) any "Special Terms" section of an Order Form that expressly identifies the provision it changes, for that Order Form only; (c) the DPA, for the processing of personal data; (d) this MSA, including its Exhibits; (e) the rest of the Order Form; and (f) the Documentation. Terms in a Customer purchase order or vendor portal do not apply, even if accepted. The Participant Terms are an agreement between Decided and each Participant; they do not bind Customer and do not expand Decided's rights in Customer Data.
17.10 Website terms. Decided's website terms of use do not apply to Customer's use of the Service, which is governed only by this Agreement.
17.11 Entire agreement; amendments. This Agreement is the Parties' entire agreement on its subject and supersedes all prior discussions, including any pilot proposal. Amendments must be in writing and signed by both Parties. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest of the Agreement remains in effect.
17.12 Counterparts and electronic signature. Order Forms may be signed electronically and in counterparts.
17.13 Escalation. Before starting litigation, a Party will give the other written notice of the dispute, and the Parties' executive sponsors will try in good faith to resolve it within 30 days. This does not apply to claims for injunctive relief or unpaid Fees, or where waiting would cause a limitation period to expire.
EXHIBIT A — SUPPORT AND SERVICE LEVELS
1. Support.
1.1 Channel. Customer may contact Decided support by email at support@decided.com. Decided does not provide telephone support.
1.2 Support Hours. Monday to Friday, 9:00 a.m. to 6:00 p.m. US Eastern Time, excluding US federal holidays ("Support Hours").
1.3 Response targets.
| Priority | Description | Initial response |
|---|---|---|
| P1 — Critical | The Service is unavailable to all users, or a suspected Security Incident | Within 4 Support Hours |
| P2 — High | Interviews or Leadership Briefs are materially impaired and no workaround exists | Within 1 business day |
| P3 — Normal | All other issues, questions, and requests | Within 2 business days |
For P1 issues, Decided will work diligently toward resolution and update Customer at least every 4 Support Hours until the issue is resolved or downgraded. Response targets are not resolution guarantees.
1.4 Customer cooperation. Customer will provide the information Decided reasonably needs to diagnose and resolve issues.
2. Availability.
2.1 Commitment. Decided will make the Service available at least 99.5% of each calendar month ("Uptime Commitment").
2.2 Calculation. Monthly availability equals total minutes in the month, minus Downtime, divided by total minutes in the month, expressed as a percentage. "Downtime" means minutes during which Authorized Users cannot access the dashboards or Participants cannot start Interviews, as measured by Decided's monitoring.
2.3 Exclusions. Downtime does not include unavailability caused by: (a) scheduled maintenance announced at least 48 hours in advance, up to 8 hours per month; (b) emergency maintenance to address a security threat; (c) Customer's systems, networks, or actions, or use of the Service in breach of the Agreement; (d) events described in Section 17.6 of the MSA; or (e) suspension under Section 4.7 or 8.6 of the MSA.
2.4 Service credits. If availability falls below the Uptime Commitment in a month, Customer is entitled to a credit against its next invoice:
| Monthly availability | Credit (% of Monthly Fees) |
|---|---|
| Below 99.5% and at or above 99.0% | 5% |
| Below 99.0% and at or above 98.0% | 10% |
| Below 98.0% | 25% |
"Monthly Fees" means the annual Fees divided by 12. Customer must request a credit within 30 days after the end of the affected month. Credits are not refundable in cash and may not exceed 25% of Monthly Fees in any month.
2.5 Remedies. Service credits are Customer's sole remedy for failure to meet the Uptime Commitment, except that if availability is below 98.0% in two consecutive months, Customer may terminate the affected Order Form by written notice within 30 days after the second month and receive a refund of prepaid Fees for the remainder of the Subscription Term.
2.6 Pilots. This Section 2 does not apply during a Pilot Period.