Effective: [EFFECTIVE DATE] · Version: 1.0
This Agreement is between [COMPANY LEGAL NAME], [ENTITY TYPE] organized under the laws of [STATE OF FORMATION], with offices at [PRINCIPAL ADDRESS] ("Provider", "we", "us"), and the entity identified on the Order Form ("Customer", "you"). It governs Customer's access to the RepSensAI platform at repsens.ai and any related services (the "Service").
By signing an Order Form, or by accessing the Service, Customer accepts this Agreement. If you accept on behalf of a company, you represent that you are authorized to bind it.
"Authorized User" — an individual Customer permits to use the Service: a salesperson ("Rep"), a Manager, a Director, an Owner, or a Group Administrator.
"Customer Data" — all data Customer or its Authorized Users submit to the Service, or that Provider ingests on Customer's behalf, including CRM and DMS exports, self-reported activity logs, goals, standards, and Practice session transcripts.
"Personal Data" — Customer Data relating to an identified or identifiable individual, including Authorized Users and Customer's own retail customers.
"Outputs" — material the Service generates, including metrics, effectiveness scores, ratings, daily briefs, coaching text, skill marks and mastery bands, drill grades, and reports.
"Documentation" — the in-product help and any materials Provider makes generally available.
2.1 Access. Subject to this Agreement and payment of fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer's internal business purposes at the rooftops identified on the Order Form.
2.2 What the Service does. The Service measures salesperson effectiveness, delivers AI-assisted coaching and training drills, and produces manager and owner reporting. It is a performance and training tool. It is not a customer relationship management (CRM) system, a system of record for deals, a payroll system, or a system of record for employment decisions.
2.3 Changes. Provider may modify the Service, provided no modification materially degrades core functionality during a paid Term. Provider will give reasonable notice of material changes.
2.4 Beta features. Features identified as beta, pilot, preview, or early access are provided as-is, may be changed or withdrawn at any time, and are excluded from any service commitment or warranty in this Agreement.
3.1 Credentials. Manager, Director, Owner, and Group Administrator accounts authenticate by email and password. Rep accounts authenticate by a platform-unique username and a numeric PIN.
3.2 PIN visibility — Customer acknowledges. So that a Manager can re-issue a forgotten PIN without resetting it, Rep PINs are retrievable by Customer's Manager-level users through the roster screen. Rep PINs are therefore not secret from Customer's own management. They are low-sensitivity access credentials for a performance tool and must not be reused by any Rep for any other system. Customer will communicate this to its Reps.
3.3 Responsibility. Customer is responsible for its Authorized Users' acts and omissions, for maintaining the confidentiality of credentials, and for promptly notifying Provider at security@repsens.ai of any suspected unauthorized access.
3.4 Roles. Customer controls role assignment. Customer is solely responsible for who it grants Manager, Director, Owner, or Group Administrator access to, and therefore for who can view its performance data.
4.1 Lawful data. Customer represents that it has all rights, consents, and lawful bases necessary for Provider to process Customer Data as contemplated, including the Personal Data of Customer's employees. Feeds are configured by Provider as per-salesperson aggregate reports and do not carry retail customer Personal Data (DPA §2.3).
4.2 Employee notice. Customer is the employer of its Reps. Customer will provide its personnel with all notices and obtain all consents required by applicable law regarding electronic monitoring, performance measurement, and automated processing — including any notice required in New York, Connecticut, Delaware, or any other jurisdiction where Customer operates. Provider makes the Salesperson Notice & Consent and the AI Disclosure available to assist, but Customer remains responsible for its own compliance.
4.3 Human decision-making — material term. Outputs are decision support, not decisions. Customer will:
(a) retain a qualified human reviewer for any employment-related decision — including hiring, promotion, demotion, compensation, discipline, scheduling, or termination — informed by Outputs; (b) not use any Output as the sole or primary basis for such a decision; (c) independently verify Outputs against its own records before acting on them; and (d) comply with all laws applicable to automated employment decision tools in its jurisdictions, including any bias-audit, notice, or impact-assessment obligation.
Provider will supply reasonable documentation of Output methodology on request (see the AI Disclosure) to support Customer's obligations under this Section.
4.4 Prohibited use. Customer will comply with the Acceptable Use Policy, incorporated by reference.
4.5 Feed accuracy. Where the Service ingests CRM or DMS exports, Customer is responsible for the accuracy, completeness, and scheduling of those exports. Provider is not responsible for Outputs that are wrong because an upstream report was wrong, late, or misconfigured.
5.1 Ownership. As between the parties, Customer owns all Customer Data. Provider owns the Service, the Documentation, and all software, models, prompts, scoring methodology, and rating logic.
5.2 License to Provider. Customer grants Provider a non-exclusive, worldwide license to host, process, transmit, display, and adapt Customer Data solely to (a) provide, secure, and support the Service, (b) prevent or address technical or security issues, and (c) comply with law.
5.3 Personal Data. Processing of Personal Data is governed by the Data Processing Addendum, incorporated by reference. In the event of a conflict, the DPA controls as to Personal Data.
5.4 Aggregated data — with express carve-outs. Provider may create and use aggregated, de-identified statistical data derived from use of the Service to operate, improve, and benchmark the Service, and to produce industry-level insights. Provider may only do so where the data:
(a) contains no direct or indirect identifier of Customer, any Authorized User, or any retail customer; (b) is not attributable to an individual salesperson; and (c) excludes, entirely and at every level of aggregation, salesperson commission, earnings, and personal budget data.
Provider will not re-identify aggregated data and will not disclose Customer-identifiable benchmarks to any third party without Customer's written consent.
5.5 Confidentiality of pay data. Provider commits, as a contractual obligation and not merely a product feature, that salesperson commission and personal budget data will not be exposed through any manager, director, owner, group, or reporting interface of the Service, and will not be used to train any model. This commitment survives termination.
5.6 Retention and deletion. Provider configures each CRM/DMS feed as a per-salesperson aggregate report and does not ingest Personal Data of Customer's retail customers (DPA §2.3). Provider retains raw ingested source files for no more than thirty (30) days, after which they are deleted; normalized performance data derived from them is retained for the Term. On termination, Provider will delete or return Customer Data in accordance with DPA §9.
5.7 Aggregate improvement of AI models. Provider does not submit Customer Data to any third-party AI provider for the purpose of training that provider's models, and has contracted for terms under which Customer Data submitted for inference is not used to train third-party models. Provider's subprocessors are listed in DPA Annex III.
6.1 Probabilistic. Portions of the Service use large language models and statistical scoring. Outputs are probabilistic, may be incomplete, may be inaccurate, and may vary between runs on identical inputs. They are not professional advice of any kind.
6.2 Availability of measurement. The Service scores a metric only where Customer's data supports it, and reports "not tracked" otherwise. Customer acknowledges that the metrics scored, and therefore the ratings produced, depend on what Customer's systems actually supply.
6.3 Training simulations. Practice exercises and drills are simulations conducted with an AI character. They do not involve real consumers and are not a record of any real transaction or conversation.
6.3.1 Readiness is a human judgement. No band, mark, score, or rating produced by the Service states that a salesperson is ready to handle live customers. Where the Service records such a readiness determination, it records a Customer manager's own observation and the method that manager used. Customer is responsible for that judgement.
6.4 No guarantee of result. Provider makes no representation that use of the Service will increase sales, gross, retention, or any other business result.
7.1 Fees, rooftops, seat counts, and the billing period are set out in the Order Form. Unless stated otherwise, fees are invoiced in advance, due net thirty (30) days, and non-refundable except as expressly provided.
7.2 Fees are exclusive of taxes; Customer is responsible for all taxes other than Provider's income taxes.
7.3 Provider may suspend the Service on ten (10) days' written notice for undisputed amounts more than thirty (30) days overdue.
7.4 Provider may change fees effective on renewal with at least forty-five (45) days' notice before the end of the then-current Term.
7.5 Pilot pricing. Where the Order Form designates the engagement as a pilot, evaluation, or comped deployment, Sections 7.1–7.4 apply only to the extent fees are stated.
8.1 "Confidential Information" means non-public information disclosed by one party that is identified as confidential or that a reasonable person would understand to be confidential, including Customer Data, Provider's methodology and pricing, and the terms of the Order Form.
8.2 The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors bound by comparable obligations.
8.3 Exclusions: information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party.
8.4 Compelled disclosure is permitted with prompt notice where legally allowed.
Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in DPA Annex II. Customer acknowledges that no method of transmission or storage is completely secure.
10.1 Provider retains all right, title, and interest in the Service. No rights are granted except as expressly stated.
10.2 Customer will not (and will not permit any third party to) reverse engineer, decompile, or attempt to derive the source code, model weights, prompts, or scoring logic of the Service; resell or provide the Service to a third party as a service bureau; use the Service to build a competing product; or circumvent any access, privacy, or rate control.
10.3 Feedback. Provider may freely use suggestions and feedback without obligation or attribution.
10.4 Publicity. Neither party will use the other's name or marks publicly without prior written consent, except that Provider may identify Customer as a customer in a customer list with Customer's prior written consent.
11.1 Mutual. Each party warrants it has the authority to enter this Agreement.
11.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING. PROVIDER DOES NOT WARRANT THAT OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY EMPLOYMENT-RELATED PURPOSE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
11.3 LIMITATION. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.4 Excluded claims. Section 11.3 does not limit: a party's indemnity obligations under Section 12; breach of Section 8 (Confidentiality) or Section 5.5 (pay data); Customer's payment obligations; or either party's gross negligence, willful misconduct, or fraud.
11.5 Insurance. Provider will maintain [INSURANCE — specify or delete this section].
12.1 By Provider. Provider will defend Customer against any third-party claim that the Service, as provided and used in accordance with this Agreement, infringes a US patent, copyright, or trademark, and will indemnify against damages finally awarded, provided Customer promptly notifies Provider, gives Provider sole control of the defense, and reasonably cooperates. Provider may procure a right to continue, modify the Service, or terminate and refund prepaid unused fees. Provider has no obligation for claims arising from Customer Data, modifications not made by Provider, or use in violation of this Agreement.
12.2 By Customer. Customer will defend and indemnify Provider against any third-party claim arising from: (a) Customer Data, including any claim that Provider's processing of it violated a law or a third party's rights; (b) any employment-related decision or action taken by Customer, including any claim brought by an Authorized User or applicant relating to performance measurement, monitoring, discipline, compensation, or termination; (c) Customer's failure to provide notices or obtain consents required by Section 4.2; or (d) Customer's breach of the Acceptable Use Policy.
13.1 Term. This Agreement begins on the Order Form effective date and continues for the subscription term stated, renewing for successive like periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
13.2 Termination for cause. Either party may terminate on thirty (30) days' written notice of a material breach that remains uncured, or immediately on the other party's insolvency or bankruptcy.
13.3 Effect. On termination, Customer's access ends and Customer will pay all amounts accrued. Provider will make Customer Data available for export for thirty (30) days after termination, then delete it in accordance with DPA §9.
13.4 Survival. Sections 1, 5.1, 5.4, 5.5, 8, 10, 11, 12, 13.3–13.4, and 14 survive.
14.1 Governing law. This Agreement is governed by the laws of the State of [GOVERNING LAW STATE], excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [VENUE COUNTY, STATE].
14.2 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, on notice.
14.3 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control, excluding payment obligations.
14.4 Independent contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
14.5 Notices. Notices must be in writing to legal@repsens.ai and to Customer's Order Form contact, and are effective on receipt.
14.6 Entire agreement; order of precedence. This Agreement, the Order Form, the DPA, and the AUP are the entire agreement and supersede all prior understandings. In case of conflict, the order of precedence is: (1) the Order Form, (2) the DPA (as to Personal Data), (3) this Agreement, (4) the AUP. Any pre-printed terms on a Customer purchase order are of no effect.
14.7 Amendment; waiver. Amendments must be in writing and signed. No waiver is implied by a failure to enforce.
14.8 Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder stays in effect.