Project Terms

1. AI-Powered Marketing Solutions

Ironwood will design and implement AI-powered marketing solutions (“AI Solutions”) tailored to the Client’s needs. This includes content generation, automation workflows, and other AI-driven processes as outlined in the project scope. Ironwood will use Low-Code/No-Code platforms to deliver these services.

Ironwood assumes no responsibility for the functionality of third-party AI systems used in the automations or for any interruptions, errors, or updates that may occur within these systems. Ironwood will make reasonable efforts, as defined in the project scope, to maintain compatibility and functionality through its maintenance services.

2. Custom Automations

Ironwood will create custom automation workflows (“Automations”) to optimize the Client’s marketing processes. These Automations will use various AI models to deliver results. Ironwood retains ownership of its proprietary methodologies, processes, and trade secrets (“Ironwood Materials”).

The Client is granted a perpetual, royalty-free license to use Ironwood Materials embedded in deliverables solely for internal business purposes. The scope of use may not include sublicensing or reselling.

3. Payment Terms

Payments are due as specified in the project agreement. Payments overdue by more than thirty (30) days will incur a late fee of three percent (3%) per month, compounded monthly, or the maximum rate permitted under applicable laws, whichever is lower. Ironwood may suspend or terminate services for payments overdue by more than thirty (30) days.

Ownership of deliverables, including Automations and content, remains with Ironwood until full payment is received. All payments are non-refundable except as provided under Section 11 of this Agreement, such as for services not rendered due to termination.

4. Maintenance and API Fees

Ironwood charges a flat monthly maintenance fee to update Automations in response to changes in AI models or tools. The base maintenance fee can be found on Ironwood’s “Pricing” page (www.ironwoodai.com/pricing) and may be adjusted based on the number of integrated systems, with any adjustments clearly outlined in the project quote.

Automations use AI APIs, which incur usage-based charges. Clients may set up their own API accounts or use Ironwood’s accounts for a monthly API management fee (available on Ironwood’s “Pricing” page), subject to pre-approved usage thresholds. By default, APIs and associated third-party integrations are set up and managed under Ironwood’s or its affiliates’ accounts. Should the client prefer to establish and manage their own API and automation accounts, Ironwood can facilitate the setup. However, any additional costs associated with this arrangement, including third-party account fees, will be the client’s responsibility. Clients are also responsible for overages, which will be communicated and require prior written approval before exceeding the agreed-upon thresholds.

5. Client Content

“Client Content” refers to materials provided by the Client, including text, images, graphics, trademarks, and other assets. The Client warrants that all Client Content complies with applicable laws and does not infringe upon third-party rights. Ironwood reserves the right to refuse or remove Client Content deemed inappropriate, unlawful, or harmful.

If Client Content is removed, Ironwood will provide the Client with written notice and an opportunity to replace the content within ten (10) business days.

6. Proprietary Rights

The Client retains ownership of all Client Content. Ironwood retains ownership of Ironwood Materials and grants the Client a perpetual, royalty-free license to use Ironwood Materials embedded in deliverables solely for internal business purposes.

7. Confidentiality

Each party agrees to protect confidential information disclosed during the Agreement (“Confidential Information”) and not disclose it to third parties except as necessary for performing services. This obligation survives indefinitely for trade secrets and for five (5) years for other Confidential Information. Remedies for breaches include injunctive relief and damages.

8. Indemnification

The Client agrees to indemnify and hold harmless Ironwood from any claims, damages, or liabilities arising from:

1. The Client’s breach of warranties or obligations under this Agreement.

2. Third-party claims related to Client Content.

Ironwood’s liability for indemnification will not exceed the fees paid under this Agreement. Each party is responsible for their own negligence or willful misconduct.

9. Limitation of Liability

Ironwood’s liability for damages arising under this Agreement is limited to the total fees paid by the Client. Ironwood is not liable for indirect, consequential, or punitive damages, or damages resulting from third-party system failures, Acts of God, or events beyond its reasonable control. This limitation applies even if Ironwood was advised of the possibility of such damages.

10. Termination

Either party may terminate this Agreement for material breach if the breach is not remedied within thirty (30) days of notice. Upon termination, Ironwood will deliver partially completed work, provided all fees for work-to-date have been paid. Ownership of deliverables remains with Ironwood until full payment is received.

11. Governing Law and Venue

This Agreement is governed by the laws of the State of North Carolina. Any disputes will be resolved in the courts of Durham County, North Carolina, or the U.S. District Court for the Middle District of North Carolina.

12. Dispute Resolution

Before pursuing legal action, both parties agree to attempt mediation in good faith. If mediation fails, disputes will be resolved through binding arbitration in Durham County, North Carolina, under the rules of the American Arbitration Association (AAA).

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements. Amendments must be in writing and signed by both parties.

14. Notices

Notices under this Agreement must be in writing and sent to the addresses provided in the agreement or updated in writing by the receiving party. Notices are deemed delivered upon receipt or within two (2) business days of being sent via email or certified mail.

15. Survival

Provisions relating to confidentiality, proprietary rights, limitation of liability, indemnification, and payment obligations survive termination or expiration of this Agreement.

16. No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it later.

17. Headings

Headings are for reference only and do not affect the interpretation of this Agreement.