These Services Terms supplement and incorporate the graph8 Cloud Service Agreement (CSA). Capitalized terms not defined here have the meanings in the CSA. If there is a conflict, these Services Terms control solely for the Services described herein; the CSA controls for all other matters (confidentiality, data protection, warranty disclaimers, limitation of liability, governing law, dispute resolution, etc.). (graph8)
1. Scope of Services
1.1 Delivery Inside graph8. Provider delivers go-to-market engineering and managed campaign services (the “Services”) entirely via the graph8 platform’s task system; no separate SOWs are required. These Services are named "CIENCE Services".
1.2 Initial Campaign Setup. Provider will design and launch initial campaigns tailored to Client’s ICP and market, including: (a) ICP-aligned outreach; (b) intent keyword/topic; (c) competitor; and (d) website-visitor campaigns.
1.3 Engagement Applications. Provider will: (a) add/configure site chat; (b) set up/manage Voice AI (AI receptionist, agent personas, and employee “twin/clone” agents, subject to §6); and (c) integrate calendar/meetings including round-robin routing for Clients employees.
1.4 Campaign Automation. Provider will configure multi-channel sequencing, automated follow-ups, and stop rules in the graph8 platform.
1.5 RevOps & Data Layer. Provider will enable data flows to Client’s system of record (e.g., CRM/MAP) and store campaign/engagement data in Client’s CDP within graph8. Roles, privacy, and security remain governed by the CSA/DPA. (graph8)
1.6 Ongoing Experimentation. After launch, the GTM team and Growth Manager will run continuous iteration (testing, optimization, new campaigns) to improve performance over time.
1.7 Portability. All campaign assets and campaign configurations created for Client are portable and may be exported for Client’s use in other systems, subject to §7 (Licensed/Third-Party Data).
2. Client Responsibilities
2.1 Access & Assets. Client will provide timely access to required systems (e.g., CRM/MAP/ad accounts, domains/DNS, numbers), brand assets/guidelines, legal/compliance inputs, and designated approvers.
2.2 Lawful Basis & Lists. Client is responsible for maintaining lawful basis for outreach, honoring suppression/opt-out lists, and providing any mandatory disclosures (see §4 and §6).
2.3 Task Reviews. Client will review/approve tasks and deliverables inside the platform in a timely manner. Delays or missing prerequisites may extend timelines and/or require additional credits/fees.
3. Fees, Credits & Invoicing
3.0 Credit Terms. Credits and all credit-related pricing, accrual, consumption, expiration, overage, refunds, and auto top-ups are governed by the Credit Terms published in the graph8 platform (the “Credit Terms”). Client agrees that the Credit Terms (as updated from time to time per the CSA) apply to all credit usage within the Services.
3.1 Credits. Services consume credits as displayed in the platform. Credits are consumed on a prepaid basis or as part of Client’s monthly subscription. Specialized data, enrichment, and add-ons draw down available credits unless otherwise agreed in writing.
3.2 Credit Mechanics. Unless stated otherwise in the platform: (a) Rollover — unused monthly credits rollover; (b) if credits are exhausted, Services may pause until additional credits are purchased or the next monthly grant is available; (c) Client may enable auto top-ups (if offered) per platform settings.
3.3 Invoices & Terms. Invoices are issued monthly and payable within thirty (30) days of issue.
3.4 Recurring Services. Services operate on a monthly subscription cancellable at the end of any monthly term via platform cancellation or written notice.
3.5 Out-of-Pocket & Media Spend. External costs (e.g., ad spend, third-party tools) are pre-approved and billed separately at cost. Unless otherwise agreed in writing, Client is the payer of record on media platforms; Provider does not hold/custody Client media budgets.
4. Social/Platform ToS, Email & Telecom Compliance
4.1 Platform ToS. Social/advertising activities are performed under each platform’s Terms of Service (e.g., Meta, LinkedIn, X/Twitter, Google). If Client directs activities outside those rules, such activities are at Client’s sole risk. Provider is not responsible for enforcement actions, account suspensions, ad rejections, or takedowns resulting from such activities.
4.2 Email. Client will comply with applicable email regulations (including CAN-SPAM (US) and, where applicable, CASL (Canada) and PECR/ePrivacy (UK/EU)). Client is responsible for sender identity, lawful basis, unsubscribe/opt-out, suppressions, and SPF/DKIM/DMARC authentication/reputation. Provider may assist setup but does not guarantee deliverability.
4.3 Telecom/Messaging & Recording. Client will comply with TCPA, TSR, state analogs, local DNC, A2P 10DLC registration, STIR/SHAKEN, and all call-recording/consent laws (including two-party consent jurisdictions). Client authorizes Provider to provision numbers and register brands/campaigns on Client’s behalf, where needed.
4.4 Opt-Outs & Suppression. Client must maintain and honor opt-out/suppression across channels; Provider will implement platform-level suppression per Client configuration.
5. Performance & Platform-Risk Disclaimer
5.1 Iteration System, Not Guarantees. Provider uses reasonable skill and care and operates an iteration-driven system intended to improve ROI over time. No specific results are guaranteed (including leads, conversions, revenue, inbox placement, social reach, ad approvals, or reinstatement).
5.2 Third-Party Risk. Provider is not responsible for third-party outages, policy changes, enforcement actions, or account approvals.
6. Voice AI “Twins/Clones”, Likeness & Recording
6.1 Consent & Rights. Client represents/warrants it has informed, written consent and all necessary rights of publicity/likeness from any individual (e.g., employees) for whom a “twin/clone” voice or persona is created and deployed.
6.2 Biometric/Voice Laws. Where applicable (e.g., IL BIPA, TX CUBI), Client will provide required notices and obtain consents.
6.3 Required Disclosures. Where required by law or policy, Client will provide AI and/or recording disclosures to call/chat participants.
6.4 Prohibitions. No impersonation without consent; no fraudulent or deceptive representations.
7. Ownership, Portability & Licensed/Third-Party Data
7.1 Portability. Upon full payment, Client receives a non-exclusive, worldwide license to use creative, playbooks, reports, and campaign configurations created for Client and may export them for use elsewhere.
7.2 Provider IP. Templates, frameworks, methodologies, software, and the platform are—and remain—Provider IP. No implied rights are granted. (graph8)
7.3 Licensed/Third-Party Data. Specialized datasets or third-party-licensed data are subject to their licensors’ terms and may be export-restricted. Client must not resell, sublicense, or export such data beyond permitted use. Where export is restricted, Provider will provide equivalent metadata or audience definitions to preserve campaign portability without violating license terms.
8. Deliverables, Acceptance & Revisions
8.1 In-Platform Delivery. Deliverables (assets, enriched data, reports, configs) are provided via the platform.
8.2 Deemed Acceptance. Unless Client provides a written, specific objection within five (5) business days of availability, a deliverable is deemed accepted.
8.3 Revisions. Revisions beyond what is included in platform workflows consume additional credits or are billed at standard rates.
9. Reporting & Access
9.1 Dashboards. Performance and operational metrics are available via platform dashboards and/or scheduled reports configured by Client.
9.2 Audit Trails. Task histories and change logs are retained per platform policy (see CSA/DPA for retention). (graph8)
10. Agency Authority & Subcontractors
10.1 Authority. Client authorizes Provider to act in Client’s systems/accounts as reasonably necessary to deliver the Services, subject to Client policies.
10.2 Subcontractors. Provider may use qualified subcontractors/affiliates and remains responsible for their performance and confidentiality.
11. Term, Cancellation & Offboarding
11.1 Term. Services are provided on a monthly basis aligned to Client’s subscription.
11.2 Cancellation. Either party may cancel effective at the end of the then-current monthly term via platform cancellation or written notice.
11.3 For Cause. Either party may terminate immediately for material breach not cured within thirty (30) days of written notice.
11.4 Effect. Client is responsible for credits consumed and fees incurred through the effective date. Provider will keep in-progress work and export tools available for thirty (30) days post-termination to support offboarding; additional offboarding assistance may be billed.
12. Confidentiality, Data Protection & Security
12.1 Incorporation by Reference. Confidentiality, privacy, data protection, and security obligations are governed by the CSA (and any DPA), which are incorporated here by reference. (graph8)
12.2 System of Record. Provider will support flows to Client’s system of record as configured; data classification and retention policies follow the CSA/DPA. (graph8)
13. Warranties; Disclaimer
13.1 Standard of Care. Provider will perform the Services with reasonable skill and care consistent with industry standards.
13.2 Disclaimer. Except as expressly stated in these Services Terms and the CSA, the Services are provided “as is.” Provider disclaims all other warranties (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement). No outcomes are guaranteed. (graph8)
14. Indemnification; Limitation of Liability
14.1 Client Indemnity. Client will defend and indemnify Provider against claims arising from: (a) Client data, content, or instructions; (b) Client’s violation of law, platform ToS, or third-party terms; or (c) lack of consents/rights for voice “twins/clones,” call recording, or outreach.
14.2 Liability Cap & Exclusions. The CSA’s limitation of liability applies to the Services. For clarity, Provider’s aggregate liability arising from the Services will not exceed the fees paid by Client for the Services in the twelve (12) months preceding the claim, and neither party is liable for indirect, incidental, special, consequential, or punitive damages. (graph8)
15. Miscellaneous
15.1 No SOW Requirement. The platform task system replaces traditional SOWs; task-level scopes, approvals, and history are binding records of work.
15.2 Order of Precedence. CSA → DPA → these Services Terms → Order Forms/platform plans. If an Order Form expressly modifies a Services clause, that Order Form controls for that clause.
15.3 Updates. Provider may update these Services Terms as permitted by the CSA. Material changes will be communicated via the platform or email. (graph8)
By using the Services, Client agrees to these Services Terms and the CSA.