Data partnership terms

Partner provides the data described on the order form, Partner Data. Subconscious provides the platform access and deliverables described there, Deliverables. Neither side owes exclusivity, minimum volume, or minimum effort unless the order form says so. The parties are independent contractors.

Partner grants Subconscious a worldwide, non-exclusive, royalty-free license to host, process, transform, de-identify, and analyze Partner Data to deliver the order form and operate, secure, and improve the platform. Subconscious will not sell Partner Data, disclose it in record-level form except to a subprocessor listed at subconscious.ai/trust/subprocessors, or attempt to re-identify an individual.

Partner grants Subconscious a perpetual, irrevocable, worldwide, royalty-free right to use Partner Data to train, calibrate, validate, and improve models and synthetic populations. Subconscious owns the resulting models, weights, synthetic data, derived parameters, aggregate insights, and platform improvements. Partner keeps ownership of Partner Data in its original form. Contributing data gives Partner no ownership, model license, or revenue interest. This section survives termination.

Trained models do not store Partner Data in retrievable form, and a single record cannot be removed without retraining. Deletion applies to Partner Data in active systems and backups. It does not require Subconscious to retrain, roll back, or modify a model or delete derived data, synthetic data, or aggregate insights. Deleted records are excluded from later training runs.

Partner will not send personal data unless the order form places it in scope, in which case the DPA applies. Partner will never send government identifiers, payment or account numbers, protected health information, biometric or genetic data, precise geolocation, FCRA consumer report data, data of anyone under 16, or GDPR Article 9 special categories.

On every transmission, Partner warrants it has the rights and consents required for sections 2 and 3, Partner Data was collected lawfully and consistently with notices and source terms, it infringes no rights, and it is de-identified unless the order form says otherwise.

Subconscious grants Partner a non-exclusive, non-transferable, non-sublicensable license to use Deliverables for internal business decisions and, where the order form names Partner as a channel partner, to serve the end clients named there under written terms that flow down section 8.

Partner will not resell or sublicense Deliverables except as section 7 permits; use Deliverables or synthetic data to train, fine-tune, distill, evaluate, or build any model or competing product; reverse engineer the platform; attempt to re-identify anyone; present synthetic data as real human responses; or publish competitor benchmarks without written consent.

Partner will not use Deliverables as the sole or principal basis for a decision with a legal or similarly significant effect on a person, including credit, insurance, employment, housing, education, healthcare, or government benefits, and will not use them for individual surveillance or weapons development. Human review is Partner's responsibility.

Deliverables are probabilistic estimates, not observations of real behavior. Published accuracy figures describe stated validation sets under stated conditions. They are not a warranty or a prediction for Partner's questions or categories. Partner is responsible for judging fitness for use.

Each side will use the other's non-public information only to perform the agreement, protect it with reasonable care, and limit access to people under comparable obligations. Standard public, prior-knowledge, independent-development, and lawful-third-party exceptions apply. Legally compelled disclosure is permitted with notice where lawful. Obligations run three years from disclosure and indefinitely for trade secrets and personal data.

Subconscious maintains the controls at subconscious.ai/trust. Each side will notify the other without undue delay and within 72 hours after confirming an incident affecting the other's data. Neither side will publicly name the other without consent except where required by law and after reasonable advance notice. Once a year Partner may request the current SOC 2 report and completed security questionnaire.

Subconscious may engage subprocessors listed at subconscious.ai/trust/subprocessors and remains responsible for their performance. We give 15 days' notice before a new subprocessor processes personal data. Partner may object on reasonable data protection grounds and, if no alternative is available, terminate the affected order form without penalty. We do not submit Partner Data to consumer or free-tier AI services and use foundation model providers only under no-training terms.

Fees are stated on the order form, net 30, in U.S. dollars, exclusive of taxes other than taxes on Subconscious income. A stated data-for-access exchange is sufficient consideration. Undisputed amounts more than 30 days late accrue interest at the lower of 1% per month or the legal maximum. Access may be suspended on 10 days' notice after 45 days.

Each side may name and logo the other as a partner on its website and in sales, investor, and partner materials, revocable on 30 days' notice going forward. Case studies, press releases, and named results require prior written approval, deemed given if the other side does not respond within 10 business days to a request that says so. Subconscious may publish non-identifying aggregate insights, methodology, validation studies, and research. This right survives termination.

Each side warrants it is duly organized, has authority to sign, and will comply with applicable law. Subconscious warrants professional and workmanlike performance; Partner's sole remedy is re-performance or, if that fails within 30 days, a refund of fees for deficient work.

EXCEPT AS STATED HERE, EACH SIDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DELIVERABLES ARE DECISION SUPPORT, NOT LEGAL, FINANCIAL, MEDICAL, OR INVESTMENT ADVICE.

Partner will defend and indemnify Subconscious against third-party claims from Partner Data, breach of sections 5, 6, 8, or 9, or a data-protection-law violation. Subconscious will defend and indemnify Partner against third-party claims that permitted use of the platform or a Deliverable infringes a U.S. patent, copyright, or trade secret, excluding claims caused by Partner Data, Partner modifications, combinations we did not supply, or use outside these terms. We may procure rights, modify, or terminate and refund prepaid unused fees. The indemnified side gives prompt notice, defense control, and cooperation at the other side's expense.

NEITHER SIDE IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. EACH SIDE'S TOTAL LIABILITY IS CAPPED AT THE GREATER OF FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE PRIOR TWELVE MONTHS AND FIFTY THOUSAND DOLLARS ($50,000), OR THREE TIMES THAT AMOUNT FOR CLAIMS ARISING FROM A SECURITY INCIDENT OR BREACH OF THE DPA.

These limits do not apply to section 17 indemnities, Partner's breach of sections 8 or 9 or payment obligations, either side's breach of section 11, or gross negligence, willful misconduct, or fraud.

These terms run until every order form has ended and either side gives 30 days' notice. Either side may end an order form on 60 days' notice or immediately for an uncured material breach, insolvency, or legal requirement. On termination, licenses in sections 2 and 7 end; section 3 survives; Partner stops using and deletes Deliverables within 30 days; and Subconscious deletes Partner Data from active systems within 90 days and backups within 12 months, subject to law or litigation hold. Sections 3, 4, 6, 8, 9, 10, 11, 15, 17, 18, and 20 survive.

Delaware law governs. The parties escalate disputes to an executive for 30 days before filing. Unresolved disputes go exclusively to Delaware state or federal courts, and BOTH SIDES WAIVE TRIAL BY JURY. Either side may seek injunctive relief for confidential information or IP. Assignment requires consent except to a non-competitor successor in a merger or sale of substantially all assets. Notices go to the order-form addresses and legal@subconscious.ai. Neither side is liable for delays beyond reasonable control other than payment. Feedback may be used without restriction or attribution. These terms and the order form are the entire agreement. Amendments must be signed except for the two incorporated documents. Unenforceable terms are narrowed. Order forms may be signed electronically and in counterparts. There are no third-party beneficiaries.

Subconscious AI, Inc. / 108 Lakeland Avenue, Dover, DE 19901 / legal@subconscious.ai