IBIS Services Terms and Conditions
Version 1.0
Effective Date: September 24, 2026
These IBIS Services Terms and Conditions (the “Terms”) govern the provision of services by IBIS Laboratories, Inc., a Delaware corporation with its principal place of business at 111 Town Square Place, Suite 1201, Jersey City, NJ 07310, United States (“IBIS”), to the customer identified in an applicable Service Order (“Customer”).
These Terms apply when Customer executes a Service Order that references or incorporates these Terms. Each applicable Service Order, together with these Terms and any other documents expressly incorporated into that Service Order, forms the agreement between IBIS and Customer (the “Agreement”).
IBIS and Customer may each be referred to as a “Party” and collectively as the “Parties.”
1. Definitions
“Authorized User” means an employee, contractor, consultant, or other individual authorized by Customer to access or use the Services on Customer’s behalf.
“Customer Data” means information, data, documents, communications, files, records, or other content provided by or on behalf of Customer or processed through the Services on Customer’s behalf.
“IBIS Technology” means the software, models, workflows, pipelines, configurations, orchestration logic, documentation, interfaces, processes, and other technology developed, owned, or provided by IBIS in connection with the Services.
“Service Order” means an order form, statement of work, service order, pilot agreement, subscription order, schedule, or similar written document executed by the Parties that describes Services purchased by Customer and incorporates these Terms.
“Services” means the software, services, functionality, and related capabilities provided by IBIS as described in an applicable Service Order.
“Third-Party Services” means software, systems, applications, platforms, data sources, APIs, infrastructure, or other services provided by a third party that interact with or are used in connection with the Services.
2. Services
2.1 Provision of Services
IBIS will provide the Services described in each applicable Service Order.
Each Service Order will specify the applicable Services, fees, term, and any relevant usage assumptions, implementation requirements, or other commercial terms.
2.2 Order of Precedence
If there is a conflict between a Service Order and these Terms, the applicable Service Order will control with respect to that Service Order.
If the Parties enter into a separate data processing agreement, security addendum, service level agreement, or other document that expressly states that it controls with respect to a particular subject matter, that document will control solely with respect to that subject matter.
2.3 Readiness and Activation
IBIS may perform configuration, setup, development, testing, and other readiness activities reasonably required to enable the Services before the applicable Service Start Date (“Readiness Activities”).
Unless otherwise stated in a Service Order, Readiness Activities are included in the fees for the applicable Services and do not constitute separate professional services.
The “Service Start Date” means the date on which the applicable Services are activated and made available for production use, unless otherwise specified in the applicable Service Order.
2.4 Customer Dependencies
Customer acknowledges that IBIS’s ability to deliver, activate, and support the Services depends on Customer’s reasonable cooperation.
Customer will provide information, documents, samples, system access, permissions, approvals, feedback, and other assistance reasonably required for IBIS to provide the Services.
Delays caused by Customer’s failure to provide required cooperation may result in corresponding adjustments to delivery dates, implementation timelines, or Service Start Dates.
2.5 Changes to the Services
The Services may evolve over time. IBIS may update, enhance, modify, replace, or discontinue individual features in the ordinary course of developing the Services, provided that IBIS will not materially reduce the overall functionality of Services purchased by Customer during the applicable Service Order term.
3. Access and Customer Responsibilities
3.1 Authorized Use
Subject to Customer’s payment of applicable fees and compliance with the Agreement, IBIS grants Customer a limited, non-exclusive, non-transferable right to permit its Authorized Users to access and use the Services for Customer’s internal business purposes during the applicable Service Order term.
3.2 Customer Responsibilities
Customer is responsible for:
the acts and omissions of its Authorized Users in connection with the Services;
maintaining the confidentiality and security of credentials under Customer’s control;
providing accurate information reasonably required for the Services;
configuring appropriate access rights, permissions, and approval requirements for its use of the Services; and
obtaining any rights, permissions, consents, or authorizations necessary for IBIS to access and process Customer Data and Customer-authorized systems in connection with the Services.
Customer will promptly notify IBIS if it becomes aware of unauthorized access to the Services or credentials used in connection with the Services.
3.3 Use Restrictions
Customer will not, and will not permit an Authorized User or third party to:
reverse engineer, decompile, disassemble, or attempt to derive source code or underlying structure of the IBIS Technology;
copy, modify, or create derivative works of the IBIS Technology except as expressly authorized by IBIS;
sell, sublicense, rent, lease, distribute, or otherwise make the Services available to third parties except as expressly permitted in a Service Order;
circumvent security, access, or usage controls;
use the Services to gain unauthorized access to systems, accounts, or data;
introduce malicious code or intentionally interfere with the operation or security of the Services;
use the Services in violation of applicable law or third-party rights; or
use the Services or IBIS Technology to develop, commercialize, or support a competing product or service.
4. Third-Party Services
The Services may connect to or rely on Third-Party Services selected, provided, or authorized by Customer, including email systems, transportation management systems, enterprise software, data providers, communications platforms, and other systems.
Customer authorizes IBIS to access, transmit, receive, and exchange information with such Third-Party Services as reasonably necessary to provide the Services.
Third-Party Services are subject to their own terms, availability, functionality, and operating requirements.
IBIS does not control and is not responsible for the availability, accuracy, functionality, security, acts, omissions, changes, or performance of Third-Party Services outside IBIS’s reasonable control.
IBIS does not warrant that any Third-Party Service will remain compatible with the Services or that information provided by a Third-Party Service will be accurate, complete, or continuously available.
5. Support and Service Levels
Unless otherwise stated in a Service Order, standard support for the Services is included in the applicable fees.
IBIS will use commercially reasonable efforts to support the Services and address reported issues.
No specific uptime commitment, response time, resolution time, service credit, or other service level applies unless expressly stated in an applicable Service Order or separate service level agreement executed by the Parties.
6. Fees and Payment
6.1 Fees
Customer will pay the fees specified in each Service Order.
6.2 Invoicing and Payment
Fees will be invoiced in accordance with the applicable Service Order.
Unless otherwise stated in a Service Order, payment is due within thirty (30) days after the invoice date.
Customer will pay all undisputed amounts without offset or deduction.
6.3 Late Payments
If an undisputed amount remains unpaid after its due date, IBIS may charge interest at the lesser of one percent (1%) per month or the maximum amount permitted by applicable law.
Customer will reimburse IBIS for reasonable third-party costs incurred in collecting materially overdue undisputed amounts.
6.4 Suspension for Non-Payment
IBIS may suspend the affected Services upon written notice if undisputed fees remain unpaid more than fifteen (15) days after the applicable due date.
IBIS will restore access after the overdue undisputed amounts are paid.
6.5 Taxes
Fees are exclusive of applicable sales, use, excise, value-added, or similar taxes, duties, or assessments.
Customer is responsible for such taxes associated with its purchase of the Services, excluding taxes based on IBIS’s net income.
7. Customer Data and Data Security
7.1 Ownership of Customer Data
As between the Parties, Customer retains all right, title, and interest in and to Customer Data.
7.2 License to Customer Data
Customer grants IBIS a limited, non-exclusive, worldwide right to access, reproduce, transmit, process, modify, display, and otherwise use Customer Data solely as reasonably necessary to provide, operate, maintain, secure, improve, and support the Services and perform IBIS’s obligations under the Agreement.
7.3 Aggregated and Anonymized Information
IBIS may collect and use information derived from Customer’s use of the Services in aggregated or anonymized form for analytics, benchmarking, service improvement, security, product development, and other legitimate business purposes, provided that such information does not identify Customer or any individual.
7.4 Security
IBIS will implement commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, loss, alteration, or disclosure.
IBIS will comply with data security, data privacy, and artificial intelligence-related laws and regulations applicable to IBIS’s provision of the Services.
If the Parties enter into a separate data processing agreement or security addendum, that agreement will govern the subject matter it addresses.
8. Confidentiality
“Confidential Information” means non-public information disclosed by or on behalf of one Party to the other Party that reasonably should be understood to be confidential given the nature of the information or circumstances of disclosure.
Confidential Information includes business information, technical information, product plans, customer information, pricing, security information, software, trade secrets, and Customer Data.
Confidential Information does not include information that the receiving Party can demonstrate:
is or becomes publicly available through no breach of the Agreement;
was lawfully known to the receiving Party without confidentiality restriction before disclosure;
is lawfully received from a third party without confidentiality restriction; or
is independently developed without use of the disclosing Party’s Confidential Information.
The receiving Party will:
protect the disclosing Party’s Confidential Information using at least reasonable care;
use Confidential Information only as necessary to perform or exercise its rights under the Agreement; and
disclose Confidential Information only to employees, contractors, advisors, service providers, and representatives who have a need to know the information and are subject to appropriate confidentiality obligations.
A Party may disclose Confidential Information when required by law, regulation, court order, or legal process, provided that, where legally permitted, it gives the other Party reasonable advance notice.
Upon written request following termination of the Agreement, a receiving Party will reasonably return or destroy Confidential Information in its possession, except for copies retained through ordinary backup procedures or as required by law or legitimate record-retention requirements.
The confidentiality obligations in this Section continue for five (5) years after disclosure. Obligations relating to trade secrets continue for so long as the information remains protected as a trade secret under applicable law.
9. Intellectual Property
9.1 Background Intellectual Property
Each Party retains all right, title, and interest in and to intellectual property owned or developed by that Party independently of the Agreement.
9.2 IBIS Technology
IBIS and its licensors retain all right, title, and interest in and to the IBIS Technology, including all intellectual property rights relating to the IBIS Technology.
Except for the limited right to access and use the Services expressly granted under the Agreement, no rights in the IBIS Technology are transferred to Customer.
9.3 Feedback
Customer or its Authorized Users may provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”).
IBIS may use Feedback without restriction or obligation to Customer, provided that IBIS will not publicly identify Customer as the source of Feedback without Customer’s consent.
Feedback does not include Customer Data or Customer Confidential Information.
10. AI-Enabled Features
Certain Services use artificial intelligence, machine learning, or other automated technologies to interpret information, generate outputs, recommend actions, or perform actions within parameters established through the Services.
Customer acknowledges that outputs generated by such technologies may occasionally be incomplete, inaccurate, or require additional context.
Customer is responsible for establishing the permissions, approval requirements, operating parameters, and levels of automation appropriate for its use of the Services.
Except as expressly stated in a Service Order, IBIS does not warrant that AI-generated outputs, recommendations, classifications, or information obtained from Third-Party Services will be error-free, accurate, or complete.
This Section does not limit IBIS’s obligations regarding security, confidentiality, or its express commitments under the Agreement.
11. Suspension
IBIS may temporarily suspend access to all or part of the Services if IBIS reasonably determines that:
Customer’s use of the Services creates a material security risk;
Customer or an Authorized User is using the Services unlawfully, fraudulently, or in material violation of the Agreement;
Customer’s use materially disrupts or threatens the operation of the Services or the systems of IBIS, another customer, or a service provider;
IBIS is legally prohibited from providing the applicable Services;
a Third-Party Service required to provide the Services has suspended or terminated IBIS’s access; or
suspension is permitted under Section 6 for non-payment.
Where reasonably practicable, IBIS will provide Customer with notice of the suspension.
IBIS will use commercially reasonable efforts to restore the Services once the condition giving rise to the suspension has been resolved.
12. Term and Termination
12.1 Term of These Terms
These Terms become effective between IBIS and Customer when Customer first executes a Service Order incorporating these Terms.
These Terms remain in effect for so long as any Service Order between the Parties remains active.
12.2 Service Order Term
Each Service Order will have the term specified in that Service Order.
Unless expressly stated otherwise in a Service Order, expiration or termination of one Service Order does not affect any other active Service Order.
12.3 Termination for Breach
Either Party may terminate an affected Service Order by written notice if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.
If the breach is not reasonably capable of cure, termination may be effective upon written notice.
12.4 Termination of Framework Relationship
Either Party may terminate the framework relationship governed by these Terms for convenience upon at least ninety (90) days’ prior written notice if there are no active Service Orders between the Parties.
An active Service Order may be terminated only as expressly permitted by that Service Order or the Agreement.
12.5 Effect of Termination
Upon expiration or termination of an applicable Service Order:
Customer’s right to use the affected Services will cease;
all undisputed amounts accrued through the effective date of termination will remain payable; and
provisions that by their nature should survive will continue in effect, including provisions relating to payment, confidentiality, intellectual property, restrictions, indemnification, disclaimers, limitations of liability, and governing law.
13. Warranties and Disclaimers
13.1 Mutual Authority
Each Party represents that it has authority to enter into the Agreement and perform its obligations under it.
13.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IBIS DISCLAIMS ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE ORDER, IBIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, ACHIEVE A PARTICULAR BUSINESS RESULT, OR OPERATE WITHOUT INTERRUPTION WITH THIRD-PARTY SERVICES.
14. Indemnification
Customer will defend, indemnify, and hold harmless IBIS and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, losses, and reasonable costs and expenses, including reasonable attorneys’ fees, arising from:
a claim that Customer Data, or IBIS’s permitted use of Customer Data under the Agreement, infringes or misappropriates a third party’s intellectual property or other rights;
Customer’s or an Authorized User’s unlawful or unauthorized use of the Services;
Customer’s violation of its obligations relating to Third-Party Services, data access, or required permissions; or
Customer’s or an Authorized User’s willful misconduct.
IBIS will provide Customer with reasonable notice of any claim subject to this Section and reasonable cooperation in the defense of the claim.
Customer may not settle a claim in a manner that admits liability by IBIS, imposes obligations on IBIS, or requires payment by IBIS without IBIS’s prior written consent.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS PROVIDED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN APPLICABLE SERVICE ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO IBIS UNDER THAT SERVICE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FOR CLAIMS ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR, IN THE CASE OF IBIS, ITS DATA SECURITY OBLIGATIONS UNDER SECTION 7.4, THE APPLICABLE AGGREGATE LIABILITY CAP WILL BE TWO (2) TIMES THE AMOUNT DESCRIBED IN THE PRECEDING PARAGRAPH.
NOTHING IN THIS SECTION LIMITS:
CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THE AGREEMENT;
CUSTOMER’S LIABILITY FOR MISUSE OR MISAPPROPRIATION OF IBIS TECHNOLOGY OR VIOLATION OF SECTION 3.3;
A PARTY’S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT; OR
LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
16. Publicity
IBIS may refer to the existence of its relationship with Customer in a non-public or anonymized manner.
IBIS will not publicly use Customer’s name, trademarks, or logo without Customer’s prior written consent.
17. Independent Contractors
The Parties are independent contractors.
Nothing in the Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise, or agency relationship between the Parties.
Neither Party has authority to bind the other Party except as expressly agreed in writing.
18. Assignment
Neither Party may assign the Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets or business to which the Agreement relates.
Any permitted assignment will bind and benefit the Parties and their respective permitted successors and assigns.
19. Force Majeure
Neither Party will be liable for a failure or delay in performing its obligations under the Agreement, other than payment obligations, to the extent caused by circumstances beyond its reasonable control.
Such circumstances may include natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, failures of utilities or communications networks, cyberattacks not caused by the affected Party’s failure to maintain commercially reasonable safeguards, and failures of third-party infrastructure or service providers.
The affected Party will use commercially reasonable efforts to resume performance as soon as reasonably practicable.
20. Governing Law
The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.
21. Notices
Formal notices regarding material breach, termination, indemnification claims, or other legal matters under the Agreement must be in writing and delivered to the applicable Party at the address or email address identified in the applicable Service Order or another address designated by that Party in writing.
Invoices, operational communications, approvals, support communications, and routine correspondence may be delivered electronically in the ordinary course of business.
22. Changes to These Terms
IBIS may publish updated versions of these Terms from time to time.
Unless the Parties expressly agree otherwise, an updated version of these Terms will not modify the terms governing an existing Service Order during its then-current term.
For a new Service Order, renewal, or extension, the version of these Terms identified in the applicable Service Order will apply.
If a Service Order does not identify a version, the version available at the URL referenced in the Service Order as of the date the Service Order is executed will apply.
IBIS will make prior versions of these Terms available upon request.
23. Entire Agreement
Each Service Order, together with these Terms and any other documents expressly incorporated into that Service Order, constitutes the entire agreement between the Parties relating to the subject matter of that Service Order and supersedes prior or contemporaneous agreements, proposals, representations, and understandings relating to that subject matter.
Any amendment to a Service Order must be agreed to in writing by authorized representatives of both Parties.
24. Waiver and Severability
A Party’s failure or delay in exercising a right under the Agreement does not waive that right.
If any provision of the Agreement is found invalid or unenforceable, the remaining provisions will remain in effect, and the invalid or unenforceable provision will be enforced to the maximum extent permitted by law.
25. Headings
Headings are provided for convenience only and do not affect interpretation of the Agreement.