Obvious Terms of Service

"Affiliate"

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means the ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority.

"Agreement"

means this Obvious Services Agreement, together with all Order Forms, Order Addenda, statements of work, schedules, exhibits, Data Processing Addendum (if applicable), and any other documents expressly incorporated by reference, each as may be amended from time to time by the parties in writing.

"Agent"

means the AI-powered assistant integrated into the Services that can create, edit, and manage Artifacts, execute workflows, and perform tasks on behalf of Authorized Users.

"Anonymized Data"

means data and information related to or derived from Customer's use of the Services that has been de-identified and/or aggregated in a manner that does not identify Customer or any individual and cannot reasonably be used to re-identify Customer or any individual, whether alone or in combination with other data. Anonymized Data may include usage patterns, configuration data, system and technical logs, performance metrics, and other analytical data generated through the operation of the Services.

"Artifact"

means any document, workbook, presentation, visualization, data structure, or other content object created, stored, or managed within the Services, including but not limited to documents, spreadsheets, slides, kanban boards, calendars, and other structured content.

"Authorized User"

means an individual employee, contractor, or agent of Customer or a Permitted Third Party who is authorized by Customer to access and use the Services under Customer's account.

"Customer"

means the individual or legal entity that accepts this Agreement by executing an Order Form that references this Agreement or accessing or using the Services. If an individual is accepting this Agreement on behalf of a legal entity, "Customer" refers to that entity, and such individual represents and warrants that they are authorized to bind the entity to this Agreement.

"Customer Data"

means any data, files, metadata, content, prompts, instructions, or other information submitted by or on behalf of Customer or its Authorized Users to the Services, including all Artifacts and content created or uploaded by Customer.

"Data Processing Addendum" or "DPA"

means the data processing terms applicable to Provider's processing of Customer Personal Data on behalf of Customer, which are incorporated into this Agreement by reference. The DPA forms part of this Agreement when and to the extent required by applicable data protection law.

"Documentation"

means Provider's user manuals, help files and other written or electronic materials describing the use and operation of the Services.

"Fees"

means the fees for the Services specified in any Order Form.

"Provider"

means Flatfile, Inc. d.b.a. Obvious.

"Order Form"

means any ordering document executed by Customer and Provider referencing this Obvious Services Agreement and specifying the Services, pricing, Subscription Term, and other commercial terms.

"Permitted Third Party"

means an entity under contract with Customer who needs to access the Service to perform its obligations to Customer and who is not a competitor of Provider.

"Platform"

means Obvious's AI-powered workspace platform, including the Agent, artifact management system, collaboration tools, data processing capabilities, and any associated application programming interfaces.

"Services"

means Provider's provision of the Platform, Documentation, support services, and any Professional Services, in each case, provided by Provider as described herein and in an Order Form.

"Subscription Term"

means the period beginning on the Effective Date and continuing for the initial subscription period specified in the applicable Order Form, including any renewal terms as set forth therein (each, "Renewal Term"), unless earlier terminated in accordance with this Agreement.

"Third-Party AI Provider"

means a provider of Third-Party AI Services.

"Third-Party AI Services"

means artificial intelligence services or models that are made available through or integrated with the Services but operated or owned by third parties and that Provider may integrate, embed or otherwise make available as part of the Services.

2.1 Customer's Access and Use Rights

Subject to the terms and conditions of this Agreement and Customer's continued compliance herewith, including its payment obligations, Provider hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Services during the Subscription Term for its internal business operations solely in accordance with this Agreement and applicable Order Forms. All rights not expressly granted to Customer herein are reserved by Provider and its licensors.

2.2 Deployment and Hosting

Provider will provision, control, manage, and maintain the hosting environment for the Services in a secure cloud infrastructure and be responsible for infrastructure, uptime, and associated security obligations. Customer is solely responsible for establishing and maintaining its internet connectivity, procuring and maintaining any required hardware, software, or network components, and ensuring that such infrastructure is sufficient to access and use the Services.

Self-Hosted Deployments: Provider may offer self-hosted or on-premise deployment options under a separate Enterprise Licensing Agreement. If Customer is self-hosting the Services, these Terms do not apply, and Customer's use will be governed exclusively by the applicable Enterprise Licensing Agreement.

2.3 Enhancements; Modifications

Provider shall retain sole control over the operation, provision and maintenance of the Services, including any maintenance, upgrades, corrections or repairs to the Service or Obvious's underlying Platform. Provider reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to improve the quality, performance, cost efficiency or market competitiveness thereof or otherwise to comply with applicable law.

2.4 Order Forms and Addenda

The Parties may enter into one or more Order Forms and associated Addenda. Each Order Form shall reference this Agreement and specify the applicable pricing structure, features, and term. In the event of a conflict, the terms of the applicable Order Addendum shall control, followed by the Order Form, and then this Agreement.

2.5 Use of the Service and Documentation

Customer may use the Service and Documentation solely in connection with their internal business operations, subject to the limitations set forth in the Order Form and this Agreement. Customer may reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service.

2.6 Use Restrictions

Customer will not, and will not permit or authorize its Authorized Users or any third parties to:

• (a) rent, lease, sell, sublicense, assign, distribute, or otherwise permit third parties to use the Service or Documentation except as explicitly set forth in this Agreement;
• (b) use the Service in any way that violates applicable law;
• (c) circumvent, disable, or interfere with any security or other technological features or measures of the Service;
• (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party;
• (e) use the Service to harm, threaten, or harass another person or organization;
• (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system;
• (g) reverse engineer, decompile, disassemble, or create derivative works of any aspect of the Service including the Platform, the Documentation, or the Agent, except as expressly permitted by law, or otherwise attempt to extract underlying model parameters, algorithms, or source code;
• (h) access the Service to build a competitive product or service;
• (i) allow use of the Service by any third party except as expressly permitted herein;
• (j) circumvent or interfere with safety or filtering tools; or
• (k) attempt to manipulate or craft prompts inputted into the Agent in such a way that exploits, circumvents, or tricks the Agent into generating outputs that it's designed to avoid or prohibit, including but not limited to, prompts with the intention to: (i) bypass content restrictions or filters; (ii) illicitly extract data, especially personal or sensitive information; (iii) infringe upon or circumvent copyright protections; (iv) produce false, misleading, or deceptive content; or (v) disproportionately consume system resources leading to potential harm or denial of service to the Platform or its users.

2.7 Authorized Users and User Controls

Use of the Service is restricted to Authorized Users, up to the number specified in the Order Form. An Authorized User account must not be shared among users. Customer is responsible for maintaining the confidentiality of its login, password, and account and for all activities that occur under its account, including the activities of Authorized Users. Customer is solely responsible for provisioning, managing, and revoking access for Authorized Users and for monitoring and verifying each Authorized User granted access to the Services. Customer remains fully liable for all acts and omissions of its Authorized Users and any breach of the Agreement by an Authorized User.

2.8 Protection Against Unauthorized Use

Customer will use reasonable efforts to prevent any unauthorized use of the Service or Documentation and will immediately notify Provider in writing of any unauthorized use that comes to its attention. Customer is solely responsible for all access to and use of the Services through its accounts, whether by Authorized Users or any other party, and for all activities conducted under its account credentials.

2.9 Service Level Agreement

Provider will use commercially reasonable efforts to provide the Services in accordance with the Service Level Commitment described herein. This Service Level Commitment represents the minimum standard for cloud-hosted Services under this Agreement. Enhanced service level commitments may be available for enterprise customers under separate agreement. The Services shall be available 99.5% (the "Service Level Commitment"), measured monthly. Any period during which (a) Customer expressly requests or consents to maintenance, or (b) Provider performs scheduled maintenance announced to Customer at least forty-eight (48) hours in advance (collectively, "Scheduled Maintenance"), shall be excluded from the Service Level Commitment calculation.

Periods of unavailability caused by (i) failures of third-party networks, utilities, equipment or other technology and services, (ii) Customer's improper use of the Services, or (iii) any event of force majeure or other circumstances outside Provider's control, including internet or hosting infrastructure outages (collectively, "Excluded Events"), shall be also excluded from the Service Level Commitment and any related uptime or Downtime calculation.

"Downtime" shall begin to accrue when Customer first becomes aware that the Services are unavailable in material respect and notifies Provider in accordance with this Section, and continues until the availability of the Services is restored. In order to receive service credit ("Downtime Credit"), Customer must notify Provider in writing within five (5) business days from the time of Downtime, and failure to provide such notice waives all right to receive the applicable Downtime Credit.

Subject to the limitations set forth herein, Customer's sole and exclusive remedy for any failure of the Services to meet the Service Level Commitment, and Provider's entire liability for the same, shall be a Downtime Credit equal to ten percent (10%) of the monthly Fees for the Services for every continuous thirty (30) minute increment of Downtime in excess of the initial sixty (60) minutes of Downtime in any calendar month. Downtime Credits (a) are non-refundable, non-transferable, and may not be exchanged for cash, and (b) shall not exceed, in the aggregate, an amount equal to seven (7) days of Fees for the Services for the calendar month in which the Downtime occurred.

2.10 Support Services

Provider will provide technical support to Customer during business hours. Customer may initiate support requests at help@obvious.ai or through the chat interface within the Platform. Provider will respond to support requests within a commercially reasonable timeframe. Enhanced support services with specific response time commitments may be available under separate agreement. Support Services obligations do not apply to unavailability or performance issues due to Scheduled Maintenance or Excluded Events.

2.11 Agent and AI Functionality

The following terms govern the use of the Agent and AI-powered features within the Services:

2.12 Suspension for Non-Payment

Provider may suspend Customer's access to the Services if any undisputed amounts owed by Customer under this Agreement or any Order Form are more than fifteen (15) days past due. Prior to suspension, Provider will provide Customer with notice of non-payment and an opportunity to cure within that fifteen (15)-day period. Suspension will not relieve Customer of its payment obligations under this Agreement, and Provider will have no liability to Customer, its Authorized Users, or any third party for any suspension made in accordance with this Section.

3.1 Fees and Payment Terms

Customer will pay all Fees in accordance with the payment terms selected during signup or as specified in an applicable Order Form.

For self-service subscriptions, Fees will be charged automatically on a monthly or annual basis (as selected by Customer) via the payment method on file. Monthly subscriptions renew automatically on the same day each month, and annual subscriptions renew automatically on the anniversary of the subscription start date. All payments are due immediately upon renewal unless otherwise specified.

For enterprise customers with executed Order Forms, Fees will be invoiced in accordance with the terms set forth in the applicable Order Form. Unless otherwise specified in the Order Form, enterprise Fees are due within thirty (30) days of the invoice date.

All amounts are payable in U.S. dollars and are non-refundable except as expressly provided in this Agreement. Customer is responsible for providing and maintaining accurate and current payment information. If a payment fails, Provider may suspend access to the Services in accordance with Section 2.12 (Suspension for Non-Payment).

3.2 Usage-Based Pricing

If applicable, Fees for the Services may be based on usage metrics such as number of Authorized Users, Projects, storage capacity, API calls, or Agent interactions, as described in the applicable Order Form. Customer is solely responsible for monitoring and managing its usage and is responsible for all Fees incurred based on actual usage.

3.3 Disputed Amounts

If Customer disputes any invoiced amount in good faith, Customer must notify Provider in writing within fifteen (15) days of the invoice date and provide a reasonably detailed description of the nature of the dispute. Customer may withhold only the portion of the invoiced amount actually in dispute; all undisputed amounts must be paid on time. The parties will cooperate in good faith to resolve any such dispute within thirty (30) days.

3.4 Taxes

Fees exclude any applicable taxes. Customer is responsible for all taxes, withholdings, duties, and governmental assessments imposed on the Services, excluding those based on Provider's net income.

3.5 Late Payment

Any amount not paid when due will accrue interest at 1.5% per month (or the maximum lawful rate, if lower), determined and compounded monthly from the date due until the date paid.

4.1 Term

This Agreement commences on the Effective Date and will remain in effect for so long as there is an active Order Form in effect between the parties, unless terminated earlier in accordance with this Agreement. If no Order Form has been in effect for a consecutive period of thirty (30) days, Provider may immediately suspend access to the Services. Customer may resume Services within thirty (30) days of suspension by executing a new Order Form, and Customer will be responsible for paying all applicable subscription fees for the period of suspension. If Customer does not resume Services within such thirty-day period, this Agreement will automatically terminate without further notice.

4.2 Termination for Cause

Either Party may terminate this Agreement if the other Party does not cure its material breach of this Agreement within thirty (30) days of receiving written notice of the material breach from the non-breaching Party.

Notwithstanding the foregoing, if Customer fails to timely pay any Fees owed under this Agreement or any Order Form, Provider may immediately suspend Customer's access to the Services upon notice. If Customer pays all outstanding Fees within thirty (30) days of such suspension, Provider will restore access to the Services, and Customer will remain responsible for all applicable subscription fees during the suspension period. If Customer does not pay all outstanding Fees within such thirty-day period, Provider may terminate this Agreement and all Order Forms without further notice.

4.3 Effect of Termination

Upon termination or expiration of the Agreement:

• (a) all rights to access and use the Services will cease;
• (b) Customer will immediately pay any accrued but unpaid Fees;
• (c) Provider will delete or de-identify Customer Data in accordance with its data retention schedule and the DPA, unless otherwise required by law; and
• (d) Customer will provide Provider with a written certification signed by an authorized representative certifying that all use of the Service and Documentation by Customer, its Authorized Users, and Permitted Third Parties has been discontinued.

4.4 Survival

The following sections will survive termination: Section 2.6 (Use Restrictions), Section 2.7 (Authorized Users and User Controls), Section 2.11 (Agent and AI Functionality), Section 4.3 (Effect of Termination), Section 4.4 (Survival), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 7 (Data Security and Data Processing), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Third-Party Products and Integrations), and Section 11 (General).

5.1 Reservation of Rights

Except as expressly set forth in this Agreement, neither Party will acquire any right, title or interest in or to the other Party's intellectual property or proprietary rights. As between the Parties, Customer retains all right, title and interest in and to Customer Data. Provider retains all right, title and interest in and to the Services and the underlying Platform, including the Agent, all software, technology, tools, algorithms, models, Documentation, and related intellectual property, and all modifications, enhancements, improvements, derivative works, upgrades and new releases thereof.

5.2 Customer Data Ownership

Customer retains all right, title and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide right and license (with the right to sublicense) to process, use, copy, modify, host, store, and display Customer Data as necessary for Provider to perform its obligations under this Agreement.

5.3 Anonymized Data

Customer hereby acknowledges and agrees that Provider may collect, aggregate, reproduce, process, use, and analyze Anonymized Data for the purpose of analyzing, developing, and improving the Services and any other offerings of Provider, including for training, testing, and validation of algorithms for machine learning and artificial intelligence; provided, however that Provider shall have the right to use Customer Data for such purposes only with Customer's explicit consent, which may be provided in an Order Form or otherwise in writing. Provider shall own all right, title and interest in and to the Anonymized Data and may use such data for any purpose, including product development, analytics, benchmarking, and machine learning model training.

5.4 Feedback

Customer grants Provider a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, transferable right to use, modify, distribute, and incorporate into the Services any suggestion, enhancement request, or other feedback provided by Customer or any Authorized User related to the Services, without restriction.

6.1 Definition

"Confidential Information" of a Party means any non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party"), in connection with this Agreement, including information about the Disclosing Party's past, present or future customers, suppliers, technology, or business. For the avoidance of doubt, Provider's Confidential Information includes all non-public information relating to the Services, the Platform, the Agent, the Documentation, and any other software, Documentation, or technical or business information provided by or on behalf of Provider in connection with the Services.

6.2 Obligations

The Receiving Party will protect the Disclosing Party's Confidential Information with the same degree of care used to protect its own Confidential Information, but not less than reasonable care. Confidential Information may be disclosed to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

6.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prompt notice and cooperates in seeking a protective order or other remedy.

6.4 Term

The obligations in this Section 6 survive for three (3) years following expiration or termination of this Agreement, except that Confidential Information that constitutes a trade secret will continue to be subject to the terms of this Section 6 for as long as such information remains a trade secret under applicable law.

7.1 Data Security

Provider implements and maintains physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Customer Data. These measures include encryption of Customer Data during transmission and at rest, and compliance with industry standards such as SOC 2 Type 2 and ISO 27001. Provider will notify Customer of any unauthorized access to, or use of, Customer Data that comes to its attention and will cooperate with Customer to investigate and remediate any such incident.

7.2 Data Processing Agreement (DPA)

The DPA governs the processing of Customer Personal Data under this Agreement and is incorporated by reference. In the event of a conflict between the terms of this Agreement and the DPA as they relate to the processing of Customer Personal Data, the DPA shall prevail. View our Data Processing Addendum.

7.3 Data Retention and Deletion

Within ninety (90) days after the effective date of termination or expiration of the Agreement, Provider will delete all Customer Personal Data in its possession, except as required by law or as necessary for the establishment or exercise of legal claims, in accordance with the DPA. Provider may retain de-identified or aggregated data for purposes of improving its products and services, provided such data cannot be used to identify Customer or any individual.

8.1 By Provider

Provider will, at its expense, defend Customer and their respective officers, directors, employees, and agents against any claim, action, suit or proceeding brought by an unaffiliated third party alleging that the Services, when used by Customer in strict accordance with this Agreement and the Documentation, infringe or misappropriate a third party's intellectual property rights. Provider will indemnify and hold harmless Customer from and pay all damages, judgments, settlements, liabilities, and costs (including reasonable attorneys' fees) finally awarded in connection with such a claim.

Provider shall no obligation to indemnify Customer to the extent the claim arises out of or relates to: (i) use of the Services in combination with any data, software, hardware or services not provided or authorized in writing by Provider; (ii) Customer Data; (iii) use of the Services in a manner not authorized by this Agreement; (iv) modification of the Services not made by Provider; or (v) use of a version of the Services other than the most current version made available to Customer.

If the Services become, or in Provider's opinion are likely to become, the subject of a covered claim, Provider may, at its option and expense: (1) procure the right for Customer to continue using the Services; (2) replace or modify the Services to make them non-infringing without materially reducing functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected portion of the Services and refund any prepaid, unused Fees for the remainder of the Subscription Term.

8.2 By Customer

Customer will, at its expense, defend Provider and its Affiliates, and their respective officers, directors, employees, and agents, from and against any claims arising out of or relating to: (a) Customer's or any Authorized User's breach of Sections 2.6, 2.7, 2.12, and Section 6 of this Agreement; (b) Customer Data, including any allegation that Customer Data violates any applicable law or infringes any third party right; (c) Customer's failure to properly manage access controls; or (d) Customer's use of Agent outputs in violation of applicable law or this Agreement.

8.3 Indemnification Procedures

An indemnified Party seeking protection must promptly notify the indemnifying party in writing of any claim and grant the indemnifying Party sole control over the defense and settlement of the claim. The indemnified Party will provide reasonable cooperation in connection with the defense and settlement.

9.1 Warranty Disclaimer

9.2 Disclaimer of Indirect Damages

9.3 Cap on Liability

10.1 Third-Party Products

The Services may interoperate with or provide access to certain third-party products, services, or platforms, including Third-Party AI Providers (collectively, "Third-Party Product(s)"). Any Third-Party Product provided in connection with the Service is provided pursuant to the terms of the applicable third-party agreement. Provider assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Product.

10.2 Third-Party Integrations

Customer may choose to configure or enable integration between Third-Party Products with the Services. Provider is not responsible for any data handling, security, processing, storage, transfer, availability or compliance of third-party systems. Customer is solely responsible for the selection and enabling of any Third-Party Product or integration and for ensuring that such use complies with applicable law.

11.1 Assignment

Customer may not assign this Agreement without Provider's prior written consent.

11.2 Governing Law

This Agreement will be governed by and construed exclusively under the laws of the State of Delaware, without reference to any applicable conflict of laws rules. Subject to the arbitration provisions set forth in Section 11.3, any judicial proceeding permitted under this Agreement shall take place in the state or federal courts located in Delaware, and each Party irrevocably submits to the personal jurisdiction and venue of such courts.

11.3 Arbitration

Each Party waives any right to a jury trial. Any dispute, claim or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. Notwithstanding the foregoing, Provider may bring a claim in any court of competent jurisdiction for injunctive or equitable relief to protect its intellectual property or Confidential Information.

11.4 Notices

All notices required or permitted under this Agreement will be effective if in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address set forth in the Order Form.

11.5 Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to any cause or condition beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, power or Internet outages, or failure of third-party systems.

11.6 Entire Agreement

This Agreement, including all exhibits and Order Forms, constitutes the complete agreement between the parties and supersedes all prior agreements.

11.7 Amendments

Provider may update this Agreement from time to time to reflect changes in its offerings, business practices, or applicable law. Provider will provide notice of material changes, and the updated terms will become effective upon the start of the next Renewal Term or as otherwise stated in the notice.

11.8 Severability

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions will remain in full force and effect.

11.9 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

11.10 Export Control

Customer acknowledges that the Services may be subject to U.S. and other applicable export control and economic sanctions laws and regulations. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and agrees not to access, use, export, re-export, transfer, or make available the Services in violation of applicable export laws.

11.11 Publicity

Provider may identify Customer as a customer and use Customer's name and logo in Provider's marketing materials, website, and customer lists, provided that such use is in accordance with Customer's trademark usage guidelines. Customer may revoke this right at any time by providing written notice to Provider.

11.12 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

11.13 Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of the waiving Party.

11.14 Counterparts; Electronic Signatures

Order Forms may be executed in counterparts, and electronic signatures are deemed to be original signatures.