Terms And Conditions
Deca Defense, LLC
Standard Terms and Conditions
Deca Defense, LLC (also known as “Deca Defense”) offers a wide range of proprietary data, algorithms, models, tools, and solutions across functions and industries. This Deca Defense Solutions Agreement (the “Agreement”) is an agreement between Deca Defense and the legal entity (along with such entity’s affiliates, the “Client”) that executes or accepts this Agreement or, if applicable, that executes the corresponding Proposal (as defined below) and governs the Client’s access to and use of the Solutions, including Solutions provided in connection with consulting services that Deca Defense may have provided in the past, may be providing currently, and may provide in the future to the Client (the “Services”). With respect to either party, the term “affiliates” means any entities that directly or indirectly control, are controlled by, or are under the same control as, such party or any other entities affiliated with such party or entities.
1. DEFINITIONS
1.1. “Agreement” shall mean this Deca Defense Terms and Conditions document, including all annexes, schedules, and amendments hereto.
1.2. “Client” shall mean the entity entering into this Agreement with Deca Defense for the provision of services.
1.3. “Confidential Information” shall mean all non-public information, proprietary data, trade secrets, and other information marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
1.4. “Deliverables” shall mean all reports, analyses, documents, presentations, algorithms, models, software, and other materials provided to the Client as part of the services.
1.5. “Force Majeure” shall mean any event beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, strikes, labor disputes, lockouts, natural disasters, government regulations, pandemics, or any other events that are unforeseeable and beyond the control of the parties.
1.6. “Indemnification” shall mean the obligation of one party to compensate the other party for any claims, liabilities, damages, losses, or expenses arising out of or in any way connected with the services provided under this Agreement.
1.7. “Open Source Components” shall mean any software, models, algorithms, or other components that are subject to open source licenses.
1.8. “Services” shall mean the services provided by Deca Defense to the Client as described in the applicable statement of work, proposal, or other written agreement.
1.9. “Term” shall mean the duration of this Agreement as specified herein or in any applicable statement of work or proposal.
1.10. “Third Party Products” shall mean any products, software, or services that are not proprietary to Deca Defense and are provided by third parties.
2. CONFIDENTIALITY
2.1. Deca Defense will maintain the confidentiality of any proprietary information, including personal data (as defined below), provided by the Client in connection with our AI engineering services (“confidential information”).
2.2. Deca Defense will share confidential information only with its employees, agents, and contractors who need to know it for the purpose of delivering the Services and are bound by confidentiality obligations.
2.3. confidential information will be used exclusively for performing the services, which include developing deep learning algorithms and models, preparing proposals, evaluating potential services, maintaining the solutions, assessing solution usage, performance, and functionality, and providing related information to the Client, or as otherwise authorized by the Client.
2.4. Confidential Information excludes information that is publicly available, already known to Deca Defense, independently obtained or developed by Deca Defense, or required by law to be disclosed.
2.5. In delivering our AI engineering services, Deca Defense will rely primarily on information from public sources and the confidential information provided by the Client.
2.6. The Client confirms it is authorized to supply such confidential information for use in the agreed services, and Deca Defense will not be obligated to independently verify this information.
2.7. Upon the Client’s request, Deca Defense will promptly return or destroy any confidential information, including personal data, when it is no longer necessary for the services.
2.8. Deca Defense may retain confidential information only as required by applicable law, regulation, professional archival policy, or as authorized by the Client.
2.9. Any retained confidential information will remain subject to the confidentiality, security, and non-disclosure terms of this agreement.
2.10. In the event of legal or regulatory requirements, Deca Defense may disclose confidential information, provided the Client is promptly notified (if legally permissible) and only the minimum necessary information is disclosed.
3. INCLUDED SOLUTIONS
3.1. Subject to the conditions and limitations of this agreement and any applicable proposal, Deca Defense grants the Client a limited, revocable, non-exclusive, non-transferable right and license to access and use each solution identified in such proposal for the Client’s internal business purposes, including in connection with any related services provided by Deca Defense in connection with such solution.
3.2. This license shall apply for each applicable solution for the term set forth in the applicable proposal or, if no such term is provided, for the duration of Deca Defense’s provision of services in connection with such solution.
3.3. This license may be immediately terminated, and the Client’s use of such solution suspended in the event of the Client’s material breach of this agreement.
3.4. The scope of the solutions and any related services may be further described in Deca Defense’s proposals and confirming memoranda submitted to the Client or as otherwise agreed by the parties, including one or more commercial agreements referencing the solutions (each a “proposal”).
3.5. The services shall include the evaluation or discussion of potential services and Deca Defense’s preparation of proposals.
3.6. The parties may meet at mutually agreed times to discuss the progress of the services and to exchange feedback.
3.7. To provide the solutions and services within the agreed timeframe and budget, and to fulfill its responsibilities on a timely basis, Deca Defense will rely on the Client’s timely cooperation. This includes the Client making available relevant data, systems, information, and personnel, performing any tasks or responsibilities assigned to the Client, and notifying Deca Defense of any issues or concerns the Client may have relating to the services.
4. COMPENSATION
4.1. The Client shall compensate Deca Defense for its professional service fees and expenses in connection with the services, as set forth in the applicable proposal.
4.2. The Client agrees that it will not, without Deca Defense’s prior written permission, disclose the terms of this agreement or any proposal (including Deca Defense’s fees, expenses, and other commercial terms) to any third parties (including the Client’s external procurement and other service providers).
4.3. Deca Defense will invoice the Client for professional service fees and expenses in connection with the services monthly or as otherwise set forth in the applicable proposal.
4.4. All invoices are due and payable in full upon receipt. Deca Defense, LLC reserves the right to halt all ongoing projects and services until full payment is made.
4.5. If a project is placed on hold for any reason, the Client will be liable for a reactivation fee equal to 2.5% to cover the costs associated with resource reassignment and ramp-up time required to resume the project.
4.6. Should any invoice remain unpaid for more than 30 days after receipt, interest will accrue on the outstanding amount at the rate of 2.5% per month, calculated from the 31st day after receipt until the date of payment.
4.7. Client shall notify Deca Defense of any disputed amounts in writing within 15 days of the invoice date, and the parties shall work in good faith to resolve such disputes promptly.
4.8. The Client shall reimburse Deca Defense for all reasonable travel, accommodation, and other out-of-pocket expenses incurred in the performance of the Services.
4.9. Payments shall be made in the currency specified in the purchase order, quotes, statement of work, proposal, and fee arrangement.
4.10. Client shall pay the professional service fees and specific expenses in connection with the services as detailed in the Statement of Work (SoW) or any of its appendices. Client shall also reimburse Deca Defense for other expenses incurred in performing the services. The fees are exclusive of taxes or similar charges, as well as customs, duties, or tariffs imposed in respect of the services, all of which Client shall be responsible for (other than taxes imposed on our income generally). Deca Defense may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of the services dependent upon complete satisfaction of our claims. Unless otherwise set forth in the applicable Statement of Work, payment is immediately due following receipt of each of the invoices.
4.11. The Client agrees to reimburse Deca Defense for all reasonable travel and accommodation expenses incurred by Deca Defense employees and representatives in connection with the performance of services under this Agreement. These expenses may include, but are not limited to, airfare, lodging, ground transportation, meals, and any other incidental expenses necessary to complete the consulting services effectively.
4.11.1. All travel and accommodation arrangements will be made in accordance with Deca Defense travel policies, which include the following standards:
4.11.1.1. Air Travel: Business class for international flights and flights exceeding [four to six] hours. Economy or premium economy class for shorter domestic flights.
4.11.1.2. Accommodation: Lodging at 4-star or 5-star hotels, ensuring quality, comfort, and proximity to the Client site or meeting location.
4.11.1.3. Ground Transportation: Use of car services or rental cars for local transportation.
4.11.1.4. Meals: Reasonable meal expenses at reputable establishments.
4.11.2. Deca Defense will provide the Client with itemized invoices detailing the travel and accommodation expenses incurred, including receipts or other appropriate documentation.
4.11.3. The Client agrees to reimburse Deca Defense for the aforementioned expenses, payable in full upon receipt of the itemized invoice.
4.11.4. In the event of any pre-approved international travel, the Client agrees to cover the costs of any necessary visas, travel insurance, and other related expenses.
4.11.5. Should the Client wish to arrange travel and accommodation directly, such arrangements must meet Deca Defense travel standards and be agreed upon in writing by both parties in advance.
4.12. Deca Defense may charge additional professional fees if events beyond our control (including Client’s acts or omissions) affect our ability to perform the services as originally planned or if the Client request Deca Defense to perform additional tasks.
4.13. If Deca Defense is required by applicable law, legal process, or government action to produce information or personnel as witnesses with respect to the services or this agreement, you the Client shall reimburse Deca Defense for any professional time and expenses (including reasonable external legal costs) incurred to respond to the request, unless Deca Defense is a party to the proceeding or the subject of the investigation or unless we do get fully reimbursed by public authorities.
5. INTELLECTUAL PROPERTY AND DELIVERABLES
5.1. Upon payment in full of Deca Defense, LLC’s fees, the Client will own all reports and other deliverables prepared for and furnished to the Client by Deca Defense in connection with the services, including any related solution outputs (the “Deliverables”).
5.2. Deca Defense retains ownership of all concepts, methodologies, processes, techniques, ideas, trade secrets, know-how, tools, questionnaires, assessments, modules, courses, frameworks, software, algorithms, databases, content, AI models, and industry perspectives developed or enhanced outside of or in connection with the services, including the solutions themselves (the “Deca Defense Tools”), it being understood that none of the Deca Defense Tools will contain the Client’s Confidential Information.
5.3. To the extent the deliverables include any embedded Deca Defense Tools, Deca Defense hereby grants the Client a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use and copy the Deca Defense Tools solely as part of the deliverables and subject to the limitations herein on disclosure of Deca Defense materials and publicity.
5.4. The Client agrees that, without Deca Defense’s prior written permission, it will not, nor permit any third party to (a) access, copy, reverse engineer or create a derivative work from any Deca Defense’s Tools or deliverables, or (b) remove or circumvent security or technological safeguards, or (c) use the deliverables to develop similar products or services that compete with Deca Defense.
5.5. Any use of the deliverables beyond the agreed scope shall be subject to additional fees and terms as specified by Deca Defense.
5.6. The Client acknowledges that Deca Defense deliverables may include third-party materials, and the Client is responsible for adhering to any licensing terms associated with such materials.
5.7. All deliverables shall conform to the specifications set forth in the relevant Statement of Work.
5.8. Deca Defense will use reasonable efforts to meet estimated performance dates specified in the Statement of Work, but any such dates shall be estimates only.
5.9. Any data generated by Deca Defense in the course of providing services shall remain the exclusive property of Deca Defense. This data may be utilized to train models for the benefit of the Client; however, Deca Defense retains all rights, title, and interest in and to such data, as well as any models, insights, or intellectual property derived therefrom. The Client acknowledges that Deca Defense has the right to use and reproduce the data and derived intellectual property for internal purposes, including but not limited to enhancing services and developing new products. Deca Defense will not sell the Client’s data.
5.10. The Client agrees that any AI models, algorithms, software, or related intellectual property provided by Deca Defense or developed in the course of providing services shall be used solely by the Client. The Client shall not share, disclose, or provide access to any such AI models, algorithms, software, or related intellectual property to any third parties, including but not limited to subcontractors, affiliates, or partners, without the prior written consent of Deca Defense. This obligation shall survive the termination or expiration of this agreement.
5.11. Deca Defense reserves the right to utilize any knowledge, experience, methods, techniques, or discoveries (collectively, “Lessons Learned”) acquired during the course of providing services to the Client in future projects, regardless of any non-compete or similar restrictions. This includes, but is not limited to, data loaders designed, loss functions discovered, methodologies, or techniques developed during the project that do not originate from or include the Client’s proprietary information. The Client acknowledges and agrees that such Lessons Learned are Deca Defense’ intellectual property and may be used for the benefit of other Clients or projects, provided that such use does not involve the disclosure of the Client’s Confidential Information.
6. DISCLOSURE OF DECA DEFENSE MATERIALS; PUBLICITY
6.1. The work performed by Deca Defense for the Client is confidential and intended solely for the Client’s internal use.
6.2. Deca Defense will not disclose the deliverables to any third parties without the Client’s prior written permission.
6.3. Similarly, the Client agrees that it will not disclose any materials or information that Deca Defense furnishes to the Client, including the deliverables, to any third parties without Deca Defense’s prior written permission.
6.4. Each party further agrees not to use the other party’s name or trademarks in any communication with any third party without the other party’s prior written permission.
7. SERVING COMPETITORS
7.1. It is Deca Defense’s long-standing policy to serve competing Clients and Clients with potentially conflicting interests, as well as counterparties in merger, acquisition, and alliance opportunities.
7.2. Consistent with this practice and Deca Defense’s confidentiality obligations to its other Clients, Deca Defense is not able to advise or consult with the Client about Deca Defense’s service to the Client’s competitors or other parties.
7.3. Nothing in this section shall operate to limit or reduce Deca Defense’s obligations with respect to the Client’s confidential information, including the confidentiality and non-disclosure obligations with respect thereto.
8. LIMITATION OF LIABILITY
8.1. Deca Defense does not supplant the Client’s management or other decision-making bodies and does not guarantee results.
8.2. The solutions and deliverables, including AI algorithms and models, are provided “AS IS” and Deca Defense makes no representations or warranties as to the accuracy or effectiveness of any solution or deliverable and has no obligation to maintain, update, or correct any solution or deliverable except as otherwise expressly agreed in an applicable proposal.
8.3. The Client remains solely responsible for its decisions, actions, and use of the deliverables, including its use of AI algorithms, models, and solution outputs, and compliance with applicable laws, rules, and regulations.
8.4. The Client agrees to pay for any costs, including attorney fees, Deca Defense incurs as a result of its participation as a non-party in any legal, regulatory, administrative, or other proceeding relating to the services.
8.5. In no event shall Deca Defense be liable for any indirect, incidental, special, or consequential damages, including lost profits or revenue, business interruption, or loss of data, even if advised of the possibility of such damages.
8.6. The Client will be liable for any lost profits, lost revenues, or other indirect, consequential, incidental, punitive, or special damages, even if the Client has been advised of the possibility of such damages.
8.7. Deca Defense shall not be liable for any damages arising from the Client’s use of third-party products or services, or any unauthorized modifications or use of the deliverables.
8.8. In the event of a breach of confidentiality or intellectual property rights, Deca Defense’s liability shall be limited to direct damages, and in no event shall it exceed the total fees paid by the Client for the specific engagement under which such breach occurred.
8.9. The Client agrees to indemnify, defend, and hold harmless Deca Defense and its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising out of or in any way connected with the services provided under this agreement, without limitation. This includes but is not limited to (a) the Client’s use of Open Source Components, (b) the Client’s failure to comply with the terms of any open source license, (c) any modifications or distributions of Open Source Components made by the Client, (d) any claims arising from the Client’s use of the deliverables, and (e) any other actions or omissions by the Client that result in legal claims against Deca Defense.
8.10. Deca Defense provides AI models and solutions as part of its services. The Client is solely responsible for ensuring that these AI models are used in a safe and appropriate manner, in accordance with all applicable safety-critical safeguards and regulations. Deca Defense disclaims any and all liability for the implementation, operation, or consequences of using the AI models. The Client must independently verify the suitability and safety of the models for their intended use and implement any necessary safety mechanisms. The Client expressly releases, indemnifies, and holds harmless Deca Defense from any and all liability, damages, losses, or claims arising from the use, misuse, or failure to implement appropriate safety measures for the AI models provided. If an autonomous model is designed to provide the main function for operation then proper safeguards shall be set in place by the Client to ensure safety mechanisms are in place.
8.11. Any insights, information, or advice provided by Deca Defense, including but not limited to insights from veteran expertise and experience, are considered proprietary information. The Client agrees that such proprietary information shall not be disclosed, shared, or used without the explicit prior written approval of Deca Defense. If the Client wishes to communicate or present such proprietary information to any third party, including statements such as “studies shown that operators…” or similar, the Client must notify Deca Defense in advance and allow Deca Defense to be present during any such communication or presentation.
9. TERM AND TERMINATION
9.1. The Service Provider assumes no responsibility for compliance by the Client with any Laws applicable to the Client; and, notwithstanding any other provision of this Agreement to the contrary, the Service Provider assumes no responsibility for (i) monitoring or ensuring that the Client’s Policies and Procedures reflect the requirements of applicable Law or (ii) compliance by the Client or the Service Provider with the Laws of any jurisdiction other than those governing this Agreement.
9.2. This agreement takes effect on the date the services commence, as described in the SOW, proposal, quote, or purchase order, and shall continue until terminated in accordance with its terms.
9.3. Except as otherwise provided in the applicable Proposal, either party may terminate the Services at any time effective upon thirty (30) days written notice to the other.
9.4. In the event of such termination, the Client will pay Deca Defense, LLC’s fees and expenses up to the effective date of termination and any non-cancellable expenses incurred by Deca Defense. Additionally, the Client shall pay an early termination fee equal to 20% of the remaining contract value. Any termination shall not affect any accrued rights or obligations of either party as of the effective date of termination.
9.5. Deca Defense shall provide an itemized list of all non-cancellable expenses and any other costs incurred as a result of the early termination within 60 days from the termination notice.
9.6. In the event the Client terminates the agreement for convenience, the Client shall compensate Deca Defense for any ramp-down costs associated with the termination of the services, including but not limited to, costs related to redeployment of personnel, contract renegotiations with subcontractors, and other relevant costs incurred due to the termination.
9.7. If the termination is due to a breach by the Client, Deca Defense reserves the right to seek additional compensation for any losses or damages incurred as a result of the breach.
10. MISCELLANEOUS
10.1. This agreement, including the applicable statement of work (SOW) or proposal and any annexes thereto (including, where applicable, the Fee Arrangement), constitutes the entire agreement between the parties.
10.2. There are no prior or contemporaneous oral or written representations, understandings, or agreements relating to this subject matter that are not fully expressed herein.
10.3. In the event of any inconsistency between provisions in different parts of this agreement, precedence shall be as follows: (a) the applicable Statement of Work, proposal, quote, purchase order and any annexes thereto (including, where applicable, the Fee Arrangement), (b) these General Terms and Conditions, and (c) other annexes to this Agreement. For the avoidance of doubt, in case of conflict, the proposal shall govern over all other documents.
10.4. This agreement and the proposals shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law principles and shall inure to the benefit of and be binding on the successors and assigns of the Client and Deca Defense, LLC.
10.5. The following Sections shall survive the completion or any termination of the Services: 1 (Confidentiality), 4 (Intellectual Property), 5 (Disclosure of Deca Defense Materials; Publicity), 6 (Serving Competitors), 7 (Limitation of Liability), 8 (Term and Termination), and 9 (Miscellaneous) and any other provision which by law or by its nature should survive.
10.6. Neither party may assign its rights or obligations under this agreement.
10.7. Deca Defense is a service provider and not the Client’s agent or fiduciary.
10.8. Notwithstanding any course of dealings of the parties at any time or any statement to the contrary contained therein, no purchase order, invoice, or other similar document issued by a party shall be construed to modify the terms of this agreement unless explicitly referenced in the applicable Statement of Work or proposal.
10.9. Rights and remedies provided in this agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.
10.10. This agreement is strictly a commercial contract and may not be used for purposes of providing services to government or public sector entities without the express prior agreement of the parties.
10.11. All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Service Provider’s Services. Taxes shall not be deducted from the payments to the Service Provider, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Service Provider receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under this Agreement, it shall provide Service Provider with a valid tax exemption certificate (authorized by the applicable governmental authority) to avoid application of Taxes to Customer’s invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that Service Provider can rely on the ship-to name and address set forth in the Order Form(s) or SOW Customer places directly with Service Provider as being the place of supply for Tax purposes.
10.12. If Service Provider is required to invoice or collect Taxes associated with Customer’s purchase of, payment for, access to or use of the Service Provider’s Services, Service Provider will issue an invoice to Customer including the amount of those Taxes, itemized where required by law. If applicable, Customer shall provide to Service Provider its VAT, GST or similar tax identification number(s) on the Order Form or SOW. Customer shall use the ordered Service Provider’s Services for Customer’s business use in the foregoing location(s) in accordance with the provided VAT or GST identification number(s).
11. FORCE MAJEURE
11.1. Neither party shall be liable for any failure or delay in performing its obligations under this agreement, if such failure or delay is due to Force Majeure. “Force Majeure” means any event beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, strikes, labor disputes, lockouts, natural disasters, government regulations, or any other events that are unforeseeable and beyond the control of the parties.
11.2. In the event of a Force Majeure occurrence, the affected party shall notify within 10 days the other party in writing, providing details of the circumstances and the expected duration of the Force Majeure event.
11.3. During the duration of the Force Majeure event, the affected party’s obligations under this agreement shall be suspended. If the Force Majeure event continues for more than thirty (30) days, either party may terminate this agreement by providing written notice to the other party.
11.4. Upon such termination, neither party shall have any liability to the other except for obligations that occurred prior to the commencement of the Force Majeure event.
12. OPEN SOURCE USAGE
12.1. Use of Open Source Components: Deca Defense may use open source software, models, algorithms, and other components (collectively, “Open Source Components”) in the provision of its services and solutions. The use of such Open Source Components is subject to the respective open source licenses.
12.2. Compliance with Licenses: Deca Defense will comply with all applicable licenses given would cause Deca Defense to be in violation of such open source licenses.
12.3. No Warranty for Open Source Components: Open Source Components are provided “AS IS”without any warranties or conditions of any kind, express or implied, including but not limited to any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. Deca Defense disclaims all liability for any issues arising from the use of Open Source Components.
12.4. Indemnification by Client: The Client agrees to indemnify, defend, and hold harmless Deca Defense and its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising out of or in any way connected with (a) the Client’s use of Open Source Components, (b) the Client’s failure to comply with the terms of any open source license, and (c) any modifications or distributions of Open Source Components made by the Client.
12.5. Client Responsibilities for Open Source Compliance: The Client is solely responsible for ensuring that their use, modification, and distribution of Open Source Components complies with all applicable open source licenses. This includes, but is not limited to, providing necessary notices, making source code available, and ensuring that any derivative works comply with the terms of the applicable licenses.
Deca Defense, LLC Standard Terms and Conditions, Rev. 1.5 | Rev. Date: February 10, 2024
The information contained in this document is proprietary and confidential.
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