Terms of Service
The base agreement governing business use of the Declunk platform, covering access and licensing, fees, term and termination, data export, and liability.
This Master Terms of Service is the base agreement between Declunk, LLC, a Wyoming limited liability company ("Declunk," "we," "us," or "our") and the customer identified in an Order or accepting these terms ("Customer"). It incorporates the Data Processing Addendum ("DPA"), the AI Services & Bring-Your-Own-Key Addendum ("AI Addendum"), and any Order. Together with those documents, it governs Customer's use of the Declunk platform.
1. Definitions
1.1 "Services" means the Declunk software-as-a-service platform and related services made available by Declunk, as described in the applicable Order and Documentation.
1.2 "Order" means an order form (including the Order Form schedule to this Agreement), subscription plan, statement of work, or online purchase or sign-up that references this Agreement.
1.3 "Customer" means the business entity that enters into an Order or otherwise accepts this Agreement. The Services are offered to businesses only and are not directed to consumers.
1.4 "Authorized User" means an employee or contractor of Customer, at least eighteen (18) years old, who is authorized to access and use the Services on Customer's behalf.
1.5 "Customer Data" means all information, content, and materials that Customer or its Authorized Users upload to or create within the Services, including any Personal Data as defined in the DPA.
1.6 "Personal Data" has the meaning given in the DPA.
1.7 "AI Services" has the meaning given in the AI Addendum.
1.8 "Documentation" means Declunk's then-current published user guides for the Services.
1.9 "Supplemental Documents" means the DPA and AI Addendum, each incorporated by reference.
2. Eligibility, Access and License Grant
2.1 Business Use Only; Eligibility. The Services are offered exclusively for business use by Customer and its Authorized Users. By accepting this Agreement, the individual doing so represents that they are at least 18 years old and authorized to bind Customer. Customer will ensure all Authorized Users meet the minimum age requirement.
2.2 Provision of the Services. Subject to this Agreement and payment of applicable fees, Declunk will make the Services available to Customer for the term of the applicable Order.
2.3 License Grant. Declunk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term, solely for Customer's internal business operations and in accordance with the Documentation, this Agreement, and the Supplemental Documents.
2.4 Authorized Users. Customer may permit its Authorized Users to use the Services on Customer's behalf. Customer is responsible for its Authorized Users' compliance with this Agreement and all activity under its account.
2.5 Reservation of Rights. Declunk and its licensors retain all right, title, and interest in the Services, the Declunk platform, and all underlying software and technology. No rights are granted except those expressly stated. Customer will not: (a) copy, modify, or create derivative works of the Services; (b) reverse-engineer or attempt to extract source code, except where applicable law permits; (c) resell, sublicense, or make the Services available to third parties other than Authorized Users; or (d) remove proprietary notices.
3. Acceptable Use
3.1 Acceptable Use. Customer will not, and will not permit any Authorized User or third party to, use the Services to: (a) violate any law or third-party right; (b) upload malicious code or interfere with Service operations; (c) attempt unauthorized access to any system; (d) distribute content that is unlawful, infringing, defamatory, or harmful; (e) build a competing product; or (f) exceed usage limits or circumvent technical safeguards.
3.2 Suspension. Declunk may suspend Customer's access, in whole or in part, if Declunk reasonably determines that: (a) a security or legal risk arises from Customer's use; (b) Customer has materially breached Section 3.1; or (c) Customer's account is past due. Declunk will make reasonable efforts to notify Customer and provide an opportunity to cure where practicable, and will restore access promptly once the issue is resolved.
3.3 Customer Responsibility for Customer Data. Customer is responsible for its Customer Data and for obtaining all necessary rights and consents to submit Customer Data to the Services. Personal Data is governed by the DPA.
4. Service Changes and Notice
4.1 Continuous Improvement. Declunk may update, modify, or enhance the Services from time to time, provided that updates do not materially reduce core functionality, security, or availability during Customer's current subscription term.
4.2 Advance Notice (30 Days). Declunk will provide at least thirty (30) days' prior written notice before: (a) any material reduction in Service features or functionality; (b) any material change to this Agreement or Declunk's published policies; or (c) any change to Declunk's Sub-processors, as described in DPA Section 6. Notice by email to Customer's designated contact or in-product notification satisfies this requirement.
4.3 Exception for Urgent Changes. Declunk may make changes on shorter notice where reasonably necessary to: (a) address a security vulnerability or active threat; (b) comply with a legal, regulatory, or court order; or (c) prevent imminent harm. Declunk will provide notice as soon as reasonably practicable.
4.4 Customer Remedy for Material Adverse Change. If a change under Section 4.2 materially degrades the Services and Declunk does not cure within thirty (30) days of Customer's written notice, Customer may terminate the affected Order in writing and receive a pro-rata refund of prepaid, unused fees. This is Customer's sole remedy for changes under this Section.
5. Fees and Payment
5.1 Fees. Customer will pay fees as set out in the applicable Order. Unless expressly stated otherwise, fees are non-cancellable and non-refundable, and payment obligations are non-contingent.
5.2 Annual Prepayment (Default). Unless otherwise specified, annual subscription fees for the committed annual term are invoiced and payable in full at the start of each twelve-month period, due within thirty (30) days of invoice. Declunk's annual pricing reflects discounts based on Customer's full-year commitment and upfront payment. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.
5.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes based on Declunk's income.
5.4 Third-Party AI Charges. AI Provider fees (including Token consumption) are invoiced separately to Customer by the AI Provider and are Customer's sole responsibility, as described in the AI Addendum. Declunk's fees do not include AI Provider charges.
5.5 Setoff and Withholding. Declunk may offset amounts owed to Customer against receivables. Customer may not deduct, offset, or withhold payment except for amounts that are the subject of a good-faith dispute documented in advance.
6. Term and Termination
6.1 Term. This Agreement begins on the Effective Date and continues for the subscription period stated in the applicable Order, which is an annual committed term unless the Order specifies otherwise. Early termination during a committed term is not permitted except as expressly provided in this Agreement.
6.2 Renewal. Unless otherwise specified, each term automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
6.3 Termination for Convenience (90 Days). During a committed term, either party may terminate this Agreement or an Order for convenience on ninety (90) days' prior written notice. Service access continues through the end of the notice period.
6.4 Refund on Customer Convenience Termination. Where Customer has prepaid annual fees and terminates for convenience, Declunk will refund prepaid fees for the unused portion of the term following the 90-day notice period, calculated as follows:
- Notice period retained. Declunk retains fees through the end of the notice period, fully earned and non-refundable.
- Discount clawback. Months already served are repriced at Declunk's then-current standard, non-discounted rate (the "Standard Rate" in the Order), and the difference between the Standard Rate total and the discounted annual price is deducted from any refund. If no Standard Rate is stated, the clawback does not apply; Declunk retains the greater of: (i) the 90-day notice-period fee or (ii) 25% of the annual fee.
- Three-month floor. The refund will not reduce the total amount Customer has paid to less than 25% of the annual fee.
- Non-refundable amounts. All one-time setup, onboarding, implementation, or professional-service fees are non-refundable.
6.5 Declunk Convenience Termination. If Declunk terminates for convenience, Declunk will refund a pro-rata portion of prepaid fees for the period after termination, without applying the clawback or floor.
6.6 Termination for Cause. Either party may terminate for cause if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately upon the other party's insolvency or bankruptcy. If Customer terminates for Declunk's uncured material breach, Declunk will refund prepaid fees for the remaining term on a pro-rata basis, without applying the clawback or floor.
6.7 Refund Mechanics. Declunk will issue applicable refunds within thirty (30) days of termination, via the original payment method or a reasonable alternative.
6.8 Effect of Termination. On expiration or termination, Customer's right to use the Services ends, subject to the data-export and deletion obligations in Section 7 and the DPA. Sections that by their nature should survive (including Sections 5, 7, 8, 9, 10, and 11) will survive termination.
7. Data Export and Post-Termination Obligations
7.1 Export During the Term. Customer may access and export Customer Data through available export tools, or on reasonable written request to Declunk, at any time during the term.
7.2 Post-Termination Export Window (30 Days). For at least thirty (30) days after expiration or termination (the "Export Period"), Declunk will maintain Customer Data access through export tools, and will provide reasonable export assistance on request. On written request during the Export Period, Declunk will deliver a complete copy of Customer Data in a standard, machine-readable format the Services support.
7.3 Transition Assistance. Reasonable migration and transition assistance during the Export Period will be provided on request and may be subject to Declunk's then-current professional-services rates for effort beyond standard export functionality.
7.4 Deletion After Export. Following the Export Period, and consistent with DPA Section 10, Declunk will delete Customer Data (including Personal Data) within the deletion period stated in the Order, or, if none is stated, within ninety (90) days, except for copies retained in standard backups (deleted through normal rotation) or as required by law. Deletion confirmation will be provided on request.
7.5 Survival of Protections. Until Customer Data is fully deleted, all confidentiality, security, and data-protection obligations in this Agreement and the DPA (including the AI/ML restrictions in DPA Section 3) continue to apply.
8. Intellectual Property and Data
8.1 Customer Data. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Declunk a limited, non-exclusive license to store, process, and transmit Customer Data solely to provide, improve, maintain, and support the Services, and for no other purpose.
8.2 No AI/ML Training Without Opt-In. Consistent with DPA Section 3, Declunk will not use Customer Data to train, fine-tune, or improve any artificial-intelligence or machine-learning model without Customer's prior, specific, written opt-in consent, which Customer may decline or later revoke.
8.3 Declunk IP and Feedback. Declunk retains all right, title, and interest in the Services, the Declunk platform, underlying technology, and improvements. Customer grants Declunk a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use feedback and suggestions to improve the Services, without obligation to Customer. This feedback license does not authorize use of Customer Data or Personal Data for AI/ML training, which remains governed by Section 8.2 and the DPA.
9. Warranties and Indemnification
9.1 Mutual Authority. Each party represents that it has the authority to enter into this Agreement.
9.2 Service Warranty. Declunk warrants that the Services will perform materially in accordance with the Documentation during the term. Customer's sole remedy and Declunk's entire liability for breach of this warranty is for Declunk to use commercially reasonable efforts to correct the non-conformity, or, if Declunk is unable to do so, to terminate the affected Order and refund prepaid fees for the remaining term.
9.3 Declunk Indemnification (IP). Declunk will defend Customer against third-party claims that the Services, as provided by Declunk and used in accordance with this Agreement, infringe a third party's intellectual property rights, and will indemnify Customer for damages finally awarded or settlements approved by Declunk. Declunk has no obligation for claims arising from: (a) Customer Data; (b) misuse of the Services; (c) combination of the Services with non-Declunk products; or (d) AI Output or AI Services (governed by the AI Addendum). Declunk may, at its option, procure the right to continue use, modify the Services, or terminate and refund.
9.4 Customer Indemnification. Customer will defend and indemnify Declunk against third-party claims arising from: (a) Customer Data; (b) Customer's misuse of the Services; (c) Customer's use of AI Services, Customer Keys, or AI Output; or (d) Customer's violation of an AI Provider's terms.
9.5 Procedure. The indemnified party will promptly notify the indemnifying party, give the indemnifying party control of the defense, and provide reasonable cooperation. The indemnifying party will not settle in a way that imposes liability or admission on the indemnified party without consent.
10. Disclaimers and Limitation of Liability
10.1 Disclaimer. Except as expressly stated, the Services are provided "AS IS," and Declunk disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by law.
10.2 Exclusion of Indirect Damages. 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, goodwill, or data, regardless of whether such damages were foreseeable.
10.3 Liability Cap. To the maximum extent permitted by law, each party's aggregate liability arising out of this Agreement and the Supplemental Documents will not exceed the total fees paid or payable by Customer to Declunk under the applicable Order in the twelve (12) months preceding the claim. For no-charge access (including free or beta access), each party's aggregate liability will not exceed one hundred U.S. dollars (US $100).
10.4 Carveouts. The exclusions and limitations in Sections 10.2 and 10.3 do not apply to: (a) Customer's payment obligations; (b) breach of confidentiality caused by willful misconduct; (c) either party's indemnification obligations under Section 9; or (d) liability that cannot be limited by law.
11. General
11.1 Structure and Order of Precedence. This Agreement includes the Supplemental Documents by reference. In the event of a conflict: (a) an Order controls if it expressly references and modifies specific language; (b) the DPA controls on Personal Data processing; (c) the AI Addendum controls on AI Services, Customer Keys, Token usage, and outage-related data risk; (d) the Beta Participation Terms control on acceptance mechanics, ratification of prior use, complimentary access, and beta-specific provisions; (e) otherwise this Agreement controls. Signed or executed Order documents take precedence over click-through, self-service, or trial terms in the event of a conflict. The Privacy Notice and Cookie Notice are informational disclosures and do not override this Agreement.
11.2 Confidentiality. Each party will protect the other party's Confidential Information with at least reasonable care and use it only for purposes of performing under this Agreement. Customer Data is Customer's Confidential Information.
11.3 Security Incident Notice. If Declunk becomes aware of a security incident affecting Customer Data, Declunk will promptly notify Customer. For Personal Data Breaches, the notification requirements, content, and cooperation obligations in DPA Section 5 apply and govern this Section 11.3.
11.4 Governing Law and Venue. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles, and the parties submit to the jurisdiction of Texas state and federal courts, except where the DPA or applicable privacy law requires otherwise.
11.5 Assignment. Declunk may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer. Neither party may otherwise assign without the other party's written consent, not unreasonably withheld.
11.6 Force Majeure. Neither party is liable for delays or failure to perform due to circumstances beyond its reasonable control (excluding payment obligations).
11.7 Notices. Written notices will be sent to the contact designated in the applicable Order, by email (with confirmation of receipt) or recognized courier. Notices to Declunk must reference "Declunk / Declunk, LLC" and be sent to 30 N. Gould St #66397, Sheridan, WY 82801, with a copy to legal@declunk.com.
11.8 Electronic Acceptance. Acceptance of this Agreement through an online or click-through process has the same legal effect as a handwritten signature under the U.S. E-SIGN Act and Texas Uniform Electronic Transactions Act. Declunk records the accepting individual's identity, the document version accepted, and the date and time of acceptance as evidence of agreement.
11.9 Entire Agreement; Severability; Amendment. This Agreement, the Supplemental Documents, and any Orders constitute the entire agreement between the parties and supersede all prior agreements. If any provision is found unenforceable, the remainder will continue in effect. Amendments require a written agreement, except that Declunk may update the Services and terms in accordance with Section 4.
Schedule A: Order Form and Pricing
This Schedule A serves as an Order incorporated into this Agreement. The Standard Rate is the non-discounted price used for discount-clawback calculations on customer-initiated termination under Section 6.4(b); it must be completed for the clawback to apply.
| Field | Value |
|---|---|
| Customer (legal name) | |
| Plan / Subscription | |
| Subscription Start Date | |
| Committed Term | Twelve (12) months (annual committed term) unless stated otherwise |
| Annual Rate (discounted, prepaid) | $________ per year, paid in full in advance |
| Standard Rate (non-discounted) | $________ per month (used for the Section 6.4(b) discount clawback) |
| One-Time Fees (setup / onboarding) | $________ (non-refundable) |
| Data Deletion Period (post-Export) | ____ days after the Export Period (default: 90 days) |
| Billing Contact | |
| Notices Contact (Customer) |
Note: If no Standard Rate is stated, the Section 6.4(b) clawback does not apply; Declunk retains the greater of: (i) 90 days' fees or (ii) 25% of the annual fee.
Privacy Notice
Explains what Personal Data Declunk collects when acting as a controller, how it is used and shared, and the privacy rights and choices available to you.
This is a public acknowledgment and disclosure, not a contract, and it does not override the Master Terms of Service, DPA, AI Addendum, or any signed Order Form or agreement.
1. Who We Are and Scope
Declunk, LLC, a Wyoming limited liability company ("Declunk," "we," "us," or "our"), operates Declunk, a business-to-business software platform. This Privacy Notice explains how we collect, use, share, and protect Personal Data when we act as a controller (that is, when we determine the purposes and means of processing).
When we process Personal Data on behalf of a customer as a processor/service provider, that processing is governed by the Data Processing Addendum, not this Privacy Notice.
The Services are intended for business use by individuals who are at least eighteen (18) years old. We do not knowingly collect Personal Data from anyone under 18. If we learn we have collected data from a minor, we will delete it promptly.
2. Personal Data We Collect
We may collect the following categories of Personal Data:
- Account data: name, email address, role, credentials, and workspace details.
- Billing data: billing contact, plan information, invoices, and payment status.
- Website and usage data: pages visited, device type, IP address, browser information, and feature usage.
- Marketing data: email address, communication preferences, and event signups.
- Support data: messages, attachments, and contact details provided through support channels.
3. How and Why We Use Personal Data
We use Personal Data to: provide and operate the Services; administer accounts and billing; communicate with customers about the Services; send marketing communications (where permitted); analyze usage to improve the Services; and comply with legal obligations.
Declunk does not use Customer Content to train, fine-tune, or improve AI/ML models without the customer's prior affirmative written opt-in, as described in the DPA.
4. How We Share Personal Data
We may share Personal Data with: service providers who assist in operating the Services; professional advisors; law enforcement or government authorities when required by law; and successors in connection with a merger, acquisition, or sale.
Declunk does not sell Personal Data for monetary consideration.
5. How Long We Keep Personal Data
We retain Personal Data for as long as necessary to provide the Services, comply with legal obligations, resolve disputes, and enforce agreements. When retention is no longer necessary, we delete or de-identify the data.
6. Your Privacy Rights
Depending on your location, you may have the right to: access your Personal Data; correct inaccurate data; request deletion; request portability; opt out of certain uses; and not be discriminated against for exercising these rights.
To exercise your rights, contact legal@declunk.com or use the mechanisms provided on our website. We will respond within the timeframes required by applicable law.
You may designate an authorized agent to act on your behalf with appropriate proof of authorization. If we decline a request, you may appeal by contacting us.
7. California Disclosures
If you are a California resident, the California Consumer Privacy Act (as amended by the CPRA) provides additional rights. We will respond to verified requests within 45 days, extendable as permitted by law.
8. Texas Disclosures
If you are a Texas resident, the Texas Data Privacy and Security Act provides rights to confirm processing, access, correct, delete, and obtain a portable copy of your Personal Data, and to opt out of certain processing activities.
9. Security and International Transfers
We maintain administrative, technical, and organizational measures designed to protect Personal Data appropriate to the risk. If we expand internationally, we will implement appropriate transfer mechanisms before transferring Personal Data across borders.
10. Cookies and Similar Technologies
For information about the cookies and similar technologies we use, please see our Cookie Notice. Strictly necessary cookies are always active; other cookies require consent where required by law.
11. Changes to This Notice and Contact
We may update this Privacy Notice from time to time. We will post the updated version with a new effective date. For questions, contact legal@declunk.com or write to Declunk, LLC, 30 N. Gould St #66397, Sheridan, WY 82801.
Cookie Notice
Describes the cookies and similar technologies used on the Declunk website and application, and the choices available to you for managing them.
This Notice is an informational acknowledgment and disclosure and does not override the Master Terms of Service, DPA, AI Addendum, or any signed Order Form or agreement.
1. About This Notice
This Cookie Notice explains how Declunk uses cookies and similar technologies (such as pixels, local storage, and software development kits, or "SDKs") on the Declunk website and application. It should be read together with our Privacy Notice. "Cookies" in this document means cookies and those similar technologies.
2. Types of Cookies We May Use
Strictly necessary (subject to verification). Technologies required to operate the website and application, for example, to keep you signed in, maintain your session, route traffic, and protect security. Whether specific items (including user-interface preferences) qualify as strictly necessary is subject to our technical inventory and counsel review; this Notice does not make that determination.
Functional (optional). Remember your preferences and settings. Used only where enabled and, where required, with consent.
Analytics / performance (optional). Help us understand how the website and application are used so we can improve them. Used only where enabled and, where required, with consent.
Advertising / targeting (optional). Support marketing measurement or advertising. Used only where enabled and, where required, with consent, and may implicate "sale," "sharing," or "targeted advertising" opt-out rights under U.S. state privacy laws.
3. Cookies We Actually Use
| Name | Provider | Category | Purpose | Duration |
|---|---|---|---|---|
| Authentication tokens (localStorage: access_token, refresh_token) | Declunk (first party) | Strictly necessary | Keep you signed in to the application | Until sign-out or expiry |
| Cached profile and workspace data (localStorage) | Declunk (first party) | Strictly necessary | Remember your account and workspace between visits | Until sign-out |
| Interface preferences (localStorage: saved filters, layout state) | Declunk (first party) | Functional (classification pending counsel review) | Remember your view preferences | Until cleared |
| Google Fonts | Google LLC | Third-party font delivery | Loads the fonts used by the site; your IP address is processed by Google when fonts are fetched | Per Google's policies |
4. Your Choices and Consent
Strictly necessary cookies are always active. For any non-essential cookies (functional, analytics, or advertising), we will obtain consent where required by law before setting them, through a consent banner or preference center, and you will be able to change your choices at any time.
- Where non-essential cookies are used, a consent banner will appear on first visit with clear "Accept," "Reject," and "Manage preferences" options, with reject as easy as accept.
- A preference center will let you review categories and withdraw consent at any time.
- Where applicable under U.S. state privacy laws, we will honor recognized opt-out preference signals (such as the Global Privacy Control) and provide any required "Do Not Sell or Share My Personal Information" control.
- You can also control cookies through your browser settings; blocking strictly necessary cookies may prevent the Services from working.
5. Changes and Contact
We may update this Cookie Notice as our use of cookies changes. We will post the updated version with a new effective date. Questions may be directed to legal@declunk.com or Declunk, LLC, 30 N. Gould St #66397, Sheridan, WY 82801.
Data Processing Addendum
Governs how Declunk processes Personal Data on customers' behalf, including security commitments, sub-processor rules, breach notification, and a strict no-AI-training default.
This DPA forms part of and is incorporated into the Declunk Master Terms of Service between the parties (the "Agreement"). It is a U.S.-first processor/service-provider addendum. The GDPR, UK GDPR, and Standard Contractual Clauses provisions in Section 8 are modular and apply only if and when Declunk actually processes Personal Data subject to those laws. In the event of a conflict between this DPA and the Agreement with respect to the Processing of Personal Data, this DPA controls.
1. Definitions
Capitalized terms used but not defined in this DPA have the meaning given in the Agreement.
1.1 "Applicable Data Protection Laws" means all laws and regulations applicable to the Processing of Personal Data under the Agreement. At launch, this means applicable U.S. federal and state privacy laws, including the California Consumer Privacy Act as amended by the CPRA ("CCPA/CPRA") and the Texas Data Privacy and Security Act ("TDPSA"). If and when Declunk processes Personal Data subject to them, it also includes the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK GDPR and Data Protection Act 2018 ("UK GDPR"), and other applicable laws.
1.2 "Controller," "Processor," "Data Subject," "Personal Data," "Personal Data Breach," and "Processing" have the meanings given under Applicable Data Protection Laws; equivalent terms under the CCPA/CPRA (including "Business," "Service Provider," and "Consumer") and the TDPSA are construed accordingly.
1.3 "Customer Personal Data" means any Personal Data that Declunk Processes on behalf of Customer in the course of providing the Services under the Agreement.
1.4 "Sub-processor" means any third party engaged by Declunk (or by a Declunk affiliate) to Process Customer Personal Data on behalf of Customer.
1.5 "Standard Contractual Clauses" or "SCCs" means (a) for transfers of Personal Data subject to the GDPR, the standard contractual clauses adopted by the European Commission in Decision 2021/914 of 4 June 2021; and (b) for transfers subject to the UK GDPR, the UK International Data Transfer Addendum to the EU SCCs issued by the ICO ("UK IDTA"), each as incorporated by reference under Section 8 where applicable.
1.6 "AI/ML" means artificial intelligence, machine learning, large language models, neural networks, or any analogous automated model-development or model-training techniques.
2. Roles and Scope of Processing
2.1 Roles of the Parties. With respect to the Processing of Customer Personal Data, Customer is the Controller (or a Processor acting on behalf of a third-party Controller) and Declunk is the Processor. Where Customer is itself a Processor, Declunk is a Sub-processor. Under the CCPA/CPRA, Declunk acts as a Service Provider to Customer; under the TDPSA, Declunk acts as a processor.
2.2 Customer Instructions. Declunk will Process Customer Personal Data only on documented instructions from Customer, including regarding international transfers, unless required to do so by applicable law (in which case Declunk will, to the extent legally permitted, inform Customer before Processing). The Agreement, this DPA, and Customer's configuration and use of the Services constitute Customer's complete and documented instructions.
2.3 Lawfulness. Customer is responsible for ensuring it has an appropriate lawful basis for the Processing of Customer Personal Data and for the accuracy, quality, and legality of Customer Personal Data and the means by which it was acquired.
2.4 Subject Matter and Details. The subject matter, duration, nature and purpose of the Processing, the types of Personal Data, and the categories of Data Subjects are described in Annex 1 (Details of Processing).
3. Restrictions on Use of Customer Data (AI/ML Training)
This Section 3 is a material term of the Agreement.
3.1 No Training Without Opt-In. Declunk will not use, and will not permit any Sub-processor or third party to use, Customer Personal Data or Customer's other Confidential Data to develop, train, fine-tune, retrain, evaluate, benchmark, or improve any AI/ML model, algorithm, or dataset, whether for Declunk's benefit or a third party's, unless and until Customer has provided prior, specific, informed, and affirmative written opt-in consent.
3.2 Opt-In Is Revocable and Granular. Any opt-in must (a) be given through an explicit affirmative action (an unchecked checkbox that the Customer checks, a signed order form, or equivalent; silence, inactivity, or pre-checked boxes do not constitute consent); (b) may be limited to specified purposes, data categories, or time periods; and (c) may be withdrawn at any time on written notice, after which Declunk will cease the relevant AI/ML use on a prospective basis without penalty.
3.3 Default Position. Absent a valid opt-in, Customer Personal Data will be used solely to provide, secure, maintain, and support the Services as instructed, and for no other purpose. Declunk will not sell or share Customer Personal Data and will not retain, use, or disclose it for any purpose other than providing the Services, including outside the direct business relationship, as required under the CCPA/CPRA.
3.4 Aggregated and De-Identified Data. Declunk may generate and use aggregated or de-identified statistical data derived from operation of the Services for its legitimate business purposes, provided that such data (a) does not identify Customer or any Data Subject and cannot reasonably be re-identified, and (b) is not used to train AI/ML models except under a valid opt-in. Declunk will maintain the data in de-identified form and will not attempt to re-identify it.
3.5 Sub-processor Flow-Down. Declunk will contractually bind every Sub-processor to the restrictions in this Section 3.
4. Confidentiality and Security
4.1 Confidentiality of Personnel. Declunk will ensure that persons authorized to Process Customer Personal Data are subject to binding written confidentiality obligations and access the data on a least-privilege, need-to-know basis.
4.2 Technical and Organizational Measures. Declunk will implement and maintain technical and organizational security measures appropriate to the risk, designed to protect Customer Personal Data against a Personal Data Breach, taking into account the state of the art and the nature of the Processing, consistent with the accountability principle and, where applicable, Article 32 of the GDPR. A description of the measures Declunk commits to implement is set out in Annex 2 (Technical and Organizational Measures).
4.3 Security Documentation. On reasonable written request and under confidentiality, Declunk will make available a summary of its then-current security measures and any third-party audit reports or certifications it holds at the time.
5. Personal Data Breach Notification
5.1 Notification Without Undue Delay. Declunk will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data, and will use reasonable efforts to do so promptly so as to support Customer's own notification obligations (including, where the GDPR applies, the controller's 72-hour deadline). This notification standard is aligned with the breach-notice language in the Agreement.
5.2 Contents. To the extent known and available, the notification will describe the nature of the breach, the categories and approximate number of Data Subjects and records affected, the likely consequences, the measures taken or proposed, and a point of contact. Where information is unavailable at the time of initial notice, Declunk will provide it in phases without further undue delay.
5.3 Assistance. Declunk will reasonably cooperate with Customer and take reasonable steps directed by Customer to assist in investigating, mitigating, and remediating the breach. Declunk's notification is not an acknowledgment of fault or liability.
6. Sub-processors
6.1 General Authorization. Customer provides general written authorization for Declunk to engage Sub-processors to Process Customer Personal Data, subject to this Section 6. A current list of Sub-processors will be made available to Customer on request.
6.2 Prior Notice of Changes (30 Days). Declunk will give Customer at least thirty (30) days' prior written notice before authorizing a new Sub-processor or replacing an existing one for the Processing of Customer Personal Data. Notice may be given by email or other electronic means to Customer's designated contact, or by such other written or electronic notice as is operationally feasible.
6.3 Right to Object. Customer may object in writing on reasonable data-protection grounds within the 30-day notice period. The parties will work together in good faith to resolve the objection. If they cannot, and Declunk elects to proceed with the objected-to Sub-processor for Customer's data, Customer may, as its sole and exclusive remedy, terminate the affected portion of the Services on written notice without penalty and receive a pro-rata refund of any prepaid, unused fees for the terminated portion.
6.4 Sub-processor Obligations. Declunk will impose on each Sub-processor, by written contract, data-protection obligations no less protective than those in this DPA, including the AI/ML restrictions in Section 3. Declunk remains fully liable to Customer for its Sub-processors' acts and omissions, and this liability survives termination of the Agreement.
7. Data Subject Rights and Controller Assistance
7.1 Data Subject Requests. Taking into account the nature of the Processing, Declunk will provide reasonable assistance, insofar as possible, to enable Customer to respond to requests from Data Subjects to exercise their rights (access, correction, deletion, restriction, portability, and objection, as applicable). If Declunk receives such a request directly, it will promptly forward it to Customer and will not respond except on Customer's documented instructions or as required by law.
7.2 DPIAs and Consultation. Declunk will provide Customer with reasonable assistance in carrying out data-protection impact assessments and, where the GDPR applies, prior consultations with supervisory authorities, in each case relating to the Processing of Customer Personal Data and taking into account information available to Declunk.
8. International Data Transfers (Modular)
This Section 8 does not apply at the U.S. launch. It applies only if and when Declunk Processes Customer Personal Data subject to the GDPR or UK GDPR and such data is transferred to a country without an adequacy decision.
8.1 Transfer Mechanism. To the extent Declunk Processes Customer Personal Data originating in the EEA, United Kingdom, or Switzerland in a country without an adequacy decision, the SCCs (including, where UK data is in scope, the UK IDTA) are incorporated into this DPA by reference and apply to such transfers. For transfers from Customer (exporter) to Declunk (importer), the Controller-to-Processor module (Module Two) applies; where Customer is itself a Processor, the Processor-to-Processor module (Module Three) applies.
8.2 Operative Details. The docking, optional clauses, and Annexes of the SCCs are completed by reference to this DPA: the exporter/importer identities and Processing details are as in Annex 1; the technical and organizational measures are as in Annex 2; the governing-law and forum options are those of the applicable member state or, for the UK IDTA, England and Wales; and the audit and Sub-processor provisions of this DPA satisfy the corresponding SCC clauses.
8.3 Supplementary Measures. Declunk will implement supplementary technical, organizational, and contractual measures as necessary to ensure an essentially equivalent level of protection, and will make available on request a transfer impact assessment describing those measures.
8.4 Conflict. In the event of any conflict between the SCCs and this DPA, the SCCs prevail with respect to the transfers they govern.
9. Audit Rights
9.1 Evidence of Compliance. Declunk will make available to Customer information reasonably necessary to demonstrate compliance with this DPA and, where applicable, Article 28 of the GDPR, through its security-control documentation and any third-party audit reports or certifications it holds at the time.
9.2 Audit on Cause. Where Declunk's documentation is insufficient, following a Personal Data Breach, or where required by a supervisory authority, Customer (or an independent auditor bound by confidentiality and not a Declunk competitor) may audit Declunk's relevant Processing operations no more than once per twelve (12) month period, on at least thirty (30) days' prior written notice, during normal business hours, in a manner that does not unreasonably disrupt Declunk's operations and subject to Declunk's reasonable confidentiality and security requirements. Each party bears its own audit costs.
10. Return and Deletion of Customer Personal Data
10.1 Choice on Termination. On expiry or termination of the Agreement, Declunk will, at Customer's election, return Customer Personal Data to Customer and/or delete it, together with existing copies, unless applicable law requires continued storage. Customer's data-export rights and timelines are set out in the Agreement and, where applicable, prevail.
10.2 Timeline. Declunk will complete deletion of Customer Personal Data within the deletion period stated in the Order or, if none is stated, within ninety (90) days after the end of the applicable export period, and will certify deletion in writing on request. Residual copies held in routine backups will be deleted in the ordinary course of Declunk's backup rotation and remain protected by this DPA until deleted.
11. Liability, Term, and General
11.1 Liability. Each party's liability arising out of or related to this DPA is subject to the limitations and exclusions of liability in the Agreement, and any reference in the Agreement to a party's liability means that party's aggregate liability under the Agreement and this DPA together.
11.2 Term. This DPA takes effect on the Effective Date of the Agreement and continues until Declunk ceases all Processing of Customer Personal Data. Provisions that by their nature should survive (including Sections 3, 4, 6.4, 10, and 11) survive termination.
11.3 Governing Law. Except where Applicable Data Protection Laws or the SCCs require otherwise, this DPA is governed by the laws of the State of Texas, consistent with the Agreement, without regard to conflict-of-laws principles.
11.4 Order of Precedence. With respect to the Processing of Personal Data, this DPA prevails over the Agreement; the SCCs prevail over this DPA for the transfers they govern.
Annex 1: Details of Processing
| Item | Detail |
|---|---|
| Data Exporter / Controller | Customer, as identified in the Agreement. |
| Data Importer / Processor | Declunk, LLC, a Wyoming limited liability company, provider of the Declunk platform, 30 N. Gould St #66397, Sheridan, WY 82801. |
| Subject Matter | Provision of the Declunk B2B web-project management and organization SaaS platform to Customer. |
| Duration | For the term of the Agreement plus the data-export and deletion periods described in Section 10. |
| Nature and Purpose | Hosting, storage, transmission, and processing of Customer Content and account data to deliver, secure, maintain, and support the Services on Customer's instructions. |
| Categories of Data Subjects | Customer's Authorized Users, employees, and contractors, and Customer's own clients or contacts whose data Customer chooses to input into the Services. |
| Types of Personal Data | Identification and contact data (name, email, phone), account credentials, project and task content, usage and log data, and any other Personal Data Customer elects to submit. |
| Special Categories | Not intended or required. Customer must not submit special/sensitive categories of Personal Data unless expressly agreed in writing and subject to additional safeguards. |
Annex 2: Technical and Organizational Measures (Security Schedule)
This Annex describes the categories of technical and organizational measures Declunk commits to implement and maintain. It is written at the level of control objectives rather than specific product configurations so that it remains accurate as the underlying implementation evolves.
| Control Area | Commitment |
|---|---|
| Access Control | Restrict access to Customer Personal Data to authorized personnel on a least-privilege, need-to-know basis using individual accounts and role-based access. Review access periodically and remove promptly on role change or departure. |
| Encryption and Network Security | Use encryption appropriate to the risk to protect Customer Personal Data in transit and, where supported by infrastructure, at rest. Maintain network safeguards against unauthorized access. |
| Operational Security | Follow reasonable software-development and change-management practices. Maintain logging, monitoring, and a documented incident-response process appropriate to the scale of operations. |
| Resilience and Recovery | Maintain backup and recovery practices appropriate to the risk to support restoration of Customer Personal Data and service continuity following a disruption. |
| Personnel and Vendor Management | Bind personnel to confidentiality obligations, provide security awareness training, conduct risk-based due diligence on Sub-processors, and flow down data-protection obligations by written contract. |
| Governance | Maintain and periodically review security measures. Adjust as appropriate to address changes in risk, the Services, or applicable law. Provide a summary of measures on request under confidentiality. |
AI Services & Bring-Your-Own-Key Addendum
Governs use of third-party AI services through Declunk on a bring-your-own-key basis, including responsibility for provider charges, AI output, and outage-related data risk.
This AI Addendum supplements and forms part of the Declunk Master Terms of Service (the "Agreement"), together with the Data Processing Addendum ("DPA"). It governs Customer's use of third-party artificial-intelligence services through Declunk on a bring-your-own-key basis. Where this AI Addendum conflicts with the Agreement on these topics, this AI Addendum controls; the DPA controls on the Processing of Personal Data.
1. Definitions
Capitalized terms not defined here have the meaning given in the Agreement or the DPA.
1.1 "AI Provider" means any third-party provider of artificial-intelligence, machine-learning, or large-language-model services that Customer elects to connect to or use through Declunk (for example, providers such as Anthropic, Google, or OpenAI), and any successor or additional providers. No AI Provider is represented to be currently integrated; available integrations are as described in the Documentation from time to time.
1.2 "AI Services" means the models, APIs, and related services made available by an AI Provider.
1.3 "Customer Key" or "API Key" means the account credentials, API key, access token, or similar authentication material issued to Customer by an AI Provider that Customer supplies to Declunk to enable AI Services.
1.4 "Tokens" means the units of usage metered and billed by an AI Provider (including input, output, and context tokens) and any analogous consumption-based measure.
1.5 "AI Output" means any content, response, prediction, or result generated by an AI Provider in response to inputs submitted through Declunk.
2. Bring-Your-Own-Key Model
2.1 Customer-Supplied Keys. Declunk's AI features, if and when offered, operate on a bring-your-own-key basis. Where such features are made available, Customer is solely responsible for obtaining, maintaining, and paying for its own account and Customer Key with each AI Provider it chooses to use. Declunk does not resell, provide, or sublicense any AI Provider account, subscription, or Customer Key.
2.2 Customer's Relationship with AI Providers. Customer's use of AI Services is governed by Customer's own separate agreement with the applicable AI Provider, including that provider's terms of service, acceptable-use policy, and privacy and data-handling terms. Customer is responsible for reviewing, accepting, and complying with those terms. Declunk is not a party to, and has no responsibility or liability under, Customer's agreement with any AI Provider.
2.3 Key Security. Declunk will handle Customer Keys with the security measures described in the DPA and will use them only to enable any AI features Customer activates, if and when such features are offered. Customer remains responsible for the security of its keys outside Declunk, for rotating or revoking keys as needed, and for any use of its keys and account with the AI Provider.
2.4 Configuration Choices. Customer is responsible for its selection of AI Provider, model, and configuration settings, and for determining the suitability of a given AI Provider for Customer's intended use and regulatory environment.
3. Token Usage and Costs (Declunk Not Responsible)
This Section 3 is a material term of the Agreement.
3.1 Customer Bears All Token Costs. All Tokens, usage charges, overage fees, rate-limit costs, and other amounts billed by an AI Provider arising from use of the AI Services through Declunk are solely Customer's responsibility, and are billed by and payable directly to the AI Provider. Declunk does not meter, mark up, resell, or invoice Token usage, and Declunk's subscription fees are separate from and do not include any AI Provider charges.
3.2 No Liability for Consumption. Declunk is not responsible or liable for the amount, cost, or volume of Token usage, including any unexpected, excessive, runaway, automated, looping, or high-volume consumption, whether caused by Customer's configuration, users, third-party integrations, errors, retries, or otherwise. Customer is responsible for setting any spend limits, rate limits, budgets, or alerts available from its AI Provider.
3.3 No Reimbursement. Declunk has no obligation to reimburse, credit, or refund any Token charges or AI Provider fees under any circumstances, including in connection with any error, defect, downtime, or issue affecting Declunk or the AI Services.
3.4 Monitoring Aids Are Not Guarantees. Any usage indicators, estimates, or dashboards Declunk may provide within the platform are for convenience only, may be inaccurate or delayed, and do not guarantee Token cost or usage. The AI Provider's own metering is authoritative.
4. AI Services Failures, Availability, and Output
4.1 Third-Party Dependency. AI Services are provided by independent third-party AI Providers over which Declunk has no control. Declunk does not operate, host, or control the AI Services and does not guarantee their availability, performance, accuracy, or continuity.
4.2 No Liability for AI Failures. Declunk is not responsible or liable for any failure, outage, latency, degradation, discontinuation, rate-limiting, suspension, error, defect, or change of an AI Provider or its AI Services, including any impact on Declunk's AI features. If an AI Provider changes, deprecates, or withdraws a model or its terms, Customer's remedies (if any) lie with the AI Provider.
4.3 AI Output Is "As Is." AI Output is generated by the AI Provider's models and may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable. AI Output is provided "AS IS" without warranty of any kind. Customer is solely responsible for reviewing, validating, and deciding whether and how to rely on or use AI Output, and for any consequences of doing so. Declunk does not warrant and is not liable for the accuracy, quality, legality, or fitness of any AI Output.
4.4 Prohibited and High-Risk Uses. Customer must not use AI Services through Declunk in any manner prohibited by the applicable AI Provider's acceptable-use policy or by law. Customer must not rely on AI Output as the sole basis for decisions that produce legal or similarly significant effects on individuals, or for high-risk uses (such as medical, legal, financial, employment, safety-critical, or emergency decisions), without appropriate human review and independent verification.
4.5 Customer Responsibility for Inputs. Customer is responsible for the inputs, prompts, and data it submits to AI Services through Declunk and for ensuring it has the rights and any necessary consents to do so. Customer must not submit data to an AI Provider that Customer is not permitted to disclose to that provider under Customer's own legal and contractual obligations, and must not submit special/sensitive Personal Data unless permitted and appropriately safeguarded.
4.6 Data Handling by AI Providers; Declunk No-Training Boundary. Once inputs are transmitted to an AI Provider, they are handled under that provider's terms and privacy practices, not Declunk's. Declunk's no-AI-training commitment in the DPA governs Declunk's own use of Customer data and does not, and cannot, bind an independent AI Provider. Customer is responsible for configuring its AI Provider account, including any training opt-outs or data-retention controls that provider offers.
5. Service Outages and Customer Data
5.1 Reasonable Measures. Declunk will use commercially reasonable efforts to protect and restore the availability of the Services, consistent with the DPA and the Agreement.
5.2 No Guarantee Against Loss in Outages. To the maximum extent permitted by law, Declunk is not responsible or liable for the loss, corruption, unavailability, or failure to safeguard or recover any data that Customer inputs into Declunk in the event of an outage, interruption, degradation, disaster, force-majeure event, or other failure affecting the Services or their infrastructure.
5.3 Customer's Duty to Maintain Copies. Customer is responsible for maintaining its own current copies and exports of Customer Data using the export functionality described in the Agreement. Customer acknowledges that Declunk is not a system of record or a backup service, and should not rely on Declunk as the sole repository of any data Customer cannot afford to lose.
5.4 Exclusive Remedy. Customer's sole and exclusive remedy for any interruption or unavailability of the Services is as expressly set out in the Agreement or any applicable service-level terms; absent a service-level commitment, the Services are provided without an availability guarantee.
6. Disclaimers and Limitation of Liability
6.1 Disclaimer. To the maximum extent permitted by law, Declunk disclaims all warranties with respect to AI Services, AI Output, Token usage, and data availability during outages, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.
6.2 Application of Agreement Limits. The exclusions of indirect damages and the limitation of liability in the Agreement apply to all matters under this AI Addendum. Declunk's aggregate liability arising out of or related to AI Services, Token usage, AI Output, and outage-related data loss is subject to, and counts toward, the liability cap in the Agreement (including the US $100 cap that applies to no-charge access).
6.3 Customer Indemnity. Customer will defend, indemnify, and hold harmless Declunk from and against any third-party claims, losses, and costs arising out of (a) Customer's use of AI Services or Customer Keys; (b) Customer's inputs or reliance on AI Output; or (c) Customer's breach of an AI Provider's terms, in each case except to the extent caused by Declunk's gross negligence or willful misconduct.
7. General
7.1 Order of Precedence. For matters concerning AI Services, Customer Keys, Token usage, and outage-related data risk, this AI Addendum controls over the Agreement. The DPA controls on the Processing of Personal Data. In all other respects the Agreement controls.
7.2 Governing Law. This AI Addendum is governed by the laws of the State of Texas, without regard to conflict-of-laws principles, consistent with the Agreement.
7.3 Incorporation. This AI Addendum is incorporated into and forms part of the Agreement. Except as expressly modified here, all terms of the Agreement and the DPA remain in full force and effect.
Beta Participation Terms
Covers complimentary beta access to Declunk, accepted in-product by clicking "I Agree," along with feedback licensing and beta-specific disclaimers.
PLEASE READ BEFORE ACCEPTING.
These Beta Participation Terms ("Beta Terms") will be presented in a popup upon your next sign-in. You will be asked to review them and click "I Agree" to continue.
What clicking "I Agree" means
By clicking "I Agree," you accept these Beta Terms, the incorporated Terms described in Section 3 (the Master Terms of Service, the DPA, and the AI Addendum), and confirm that these terms apply to your use of Declunk, including any use before today.
How we present the terms
The popup will display an unchecked checkbox with working links to all incorporated documents so you can review them before accepting. Declunk will not pre-check the box or treat continued use as acceptance.
What we record
When you click "I Agree," Declunk records your account identifier, the document versions you accepted, and the date and time. This serves as evidence of your agreement.
Updates
If Declunk materially modifies these terms, we may present an updated popup requesting re-acceptance.
Background
- Declunk owns and operates a B2B platform for web agencies managing multiple projects.
- You were invited during beta and have been using the Services before formal terms were in place.
- You have contributed feedback, bug reports, and suggestions that have helped debug and improve the platform.
- Declunk is now granting complimentary access in appreciation, bringing your use under written clickwrap terms without disrupting your account or data.
1. Effective Date, Ratification, and Continuity of Account
1.1 Effective Date. These Beta Terms become effective when you click "I Agree" (the "Acceptance Date").
1.2 Ratification of Prior Use. By clicking "I Agree," you confirm that your relationship with Declunk is governed by these Beta Terms and the incorporated Terms. You ratify your prior use and agree that the incorporated Terms describe the basis on which the Services have been provided. This ratification is a voluntary, forward-looking confirmation only; it does not create a backdated contract, does not impose retroactive fees, and does not waive any right that cannot be waived in advance under applicable law.
1.3 No Deactivation Required. Your existing account, data, and configuration will continue uninterrupted upon acceptance.
1.4 Legal Equivalence of Click. Clicking "I Agree" has the same legal effect as a handwritten or electronic signature under applicable law, including the U.S. E-SIGN Act and Texas Uniform Electronic Transactions Act.
2. Complimentary Access
2.1 No-Cost Grant. Declunk grants you complimentary access to the Services at no subscription cost, for the plan and scope Declunk designates in its discretion.
2.2 Duration (Declunk's Discretion). Complimentary access continues for as long as Declunk elects, in its sole discretion. Declunk may modify, condition, or terminate complimentary access or transition you to a paid plan with 30 days' prior written notice (which may be in-product). Termination of complimentary access does not affect your data-export rights.
2.3 Not a Sale; No Fees. No fees are due for complimentary access. However, you remain responsible for any third-party AI Provider charges (including Token usage) under the AI Addendum, which are your sole responsibility.
2.4 Bring-Your-Own-Key. If you use AI features, they operate on a bring-your-own-key basis governed by the AI Addendum. Declunk is not responsible for your AI Provider accounts, Token usage, AI Output, or AI Service failures.
2.5 Conversion to Paid Plan. If you transition to a paid subscription, the paid Services will be governed by the then-current Master Terms of Service, including committed annual term and minimum-commitment provisions. The complimentary, no-fee terms in this Section apply only while your access remains at no cost.
3. Terms You Accept by Clicking
3.1 Incorporated Documents. By clicking "I Agree," you accept and are bound by three documents incorporated by reference: the Declunk Master Terms of Service, the Declunk Data Processing Addendum (DPA), and the Declunk AI Services & Bring-Your-Own-Key Addendum (AI Addendum).
3.2 One Acceptance Covers All. A single click constitutes acceptance of these Beta Terms and all incorporated Terms together. All documents are available through the popup links and in your account before acceptance.
3.3 Precedence. In the event of a conflict, the order of precedence within the Terms is as stated in those documents. These Beta Terms control on acceptance mechanics, ratification of prior use, complimentary access, feedback, and beta-specific provisions only. If you have a signed Order Form or agreement with Declunk, that signed agreement and the incorporated Master Terms control over these Beta Terms to the extent of any conflict. The Privacy Notice is an acknowledgment and disclosure, not a contractual override.
3.4 Updates. Declunk may update the Terms with at least 30 days' notice and may re-present the popup for renewed acceptance.
4. Feedback License
4.1 Broad Feedback License. You grant Declunk a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and incorporate any comments, feedback, bug reports, suggestions, and ideas that you have provided or provide regarding the Services (collectively, "Feedback") for any purpose, including to operate, debug, and improve the Services, without any obligation of compensation, attribution, or confidentiality to you.
4.2 No Rights in the Services. Feedback is voluntary. You acquire no ownership, license, or other right in the Services, Declunk, or any improvement derived from Feedback. Declunk owns and retains all right, title, and interest.
4.3 Data Protection Preserved. The feedback license covers Feedback only. It does not authorize Declunk to use your Customer Data or Personal Data to train AI/ML models. Such use remains subject to the no-training and opt-in provisions of the DPA and requires your separate affirmative opt-in.
5. Beta Nature of the Services
5.1 Provided "As Is." You acknowledge that the Services may include pre-release, beta, or evolving features that may be incomplete, may contain defects, and may change or be withdrawn. The Services are provided "AS IS" and "AS AVAILABLE," and Declunk disclaims all warranties to the maximum extent permitted by law.
5.2 Data Responsibility. Consistent with the AI Addendum and Agreement, you are responsible for maintaining your own copies and exports of your data. Declunk is not responsible for safeguarding or recovering data during outages. You should not rely on Declunk as your sole repository for data you cannot afford to lose.
5.3 Confidentiality of Unreleased Features. Non-public information about the Services, including unreleased features and performance data, is Declunk's Confidential Information. You will not disclose it except as permitted by the Terms. For clarity, these Beta Terms themselves are not confidential and are intended to be displayed for acceptance.
6. Term, Termination, and General
6.1 Term. These Beta Terms begin on the Acceptance Date and continue until terminated. Either party may terminate on 30 days' written notice (which Declunk may give in-product). Declunk may terminate immediately for misuse or breach.
6.2 Effect of Termination. On termination, your data-export rights under the Agreement apply. After the export period, Declunk may deactivate the account and delete data consistent with the DPA and Agreement.
6.3 Liability. Declunk's liability under these Beta Terms is subject to the limitations and exclusions in the Master Terms of Service. Because complimentary access is provided at no charge, the parties agree that Declunk's aggregate liability arising out of or related to the complimentary access will not exceed one hundred U.S. dollars (US $100), and the exclusions of indirect and consequential damages fully apply.
6.4 Governing Law. These Beta Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of Texas state and federal courts.
6.5 Entire Agreement. These Beta Terms, together with the incorporated Terms, constitute the entire agreement between the parties regarding the complimentary beta access and supersede any prior understanding on that subject. If any provision is found unenforceable, the remainder remains in effect.
Acceptance
This document is accepted electronically in the Declunk sign-in popup. No handwritten signature is required.
On acceptance, Declunk records: account identifier, document versions accepted, and acceptance timestamp, retained as evidence of agreement. The checkbox is presented unchecked; the "I Agree" button is enabled only after the box is checked.