Sidechat
Version 14.3 | Effective Date: November 5, 2026
IMPORTANT COMMERCIAL NOTICE: THIS MASTER TERMS OF SERVICE AGREEMENT GOVERNS ALL ACCESS TO AND COMMERCIAL USE OF THE SOFTWARE, CLOUD APPLICATIONS, AGENTIC ARTIFICIAL INTELLIGENCE SYSTEMS, DEVELOPER APIS, REMOTE BROWSER VIEWPORTS, SCHEDULED BACKGROUND WORKERS, TELEPHONY RUNTIMES, OMNICHANNEL MESSAGING INFRASTRUCTURE, MULTIMODAL GENERATIVE MEDIA ENGINES, DOMAIN REGISTRATION SERVICES, APP STORE MARKETPLACES, CODE SANDBOXES, AND DIGITAL PLATFORMS OFFERED BY SPACEPORT TECHNOLOGIES, INC. (DOING BUSINESS AS SIDECHAT, CANOPY, DISPATCH, AND RELATED BRANDS). THIS AGREEMENT CONTAINS A REDUCED NOTICE PROVISION: PROVIDER RESERVES THE RIGHT TO MODIFY THIS AGREEMENT, PRICING, AND SERVICE SPECIFICATIONS AT ANY TIME WITHOUT ADVANCE NOTICE. NOTICE OF ANY CHANGE IS STRICTLY LIMITED TO UPDATING THE EFFECTIVE DATE AT THE TOP OF THIS DOCUMENT. CUSTOMER CONTINUED USE CONSTITUTES IMMEDIATE ACCEPTANCE. THIS AGREEMENT CONTAINS RIGOROUS INSTITUTIONAL SAFEGUARDS, INCLUDING AGENTIC AI RISK ALLOCATION, ABSOLUTE DEPLOYER FINANCIAL LIABILITY FOR UNATTENDED AUTONOMOUS AGENT SPEND, HEADLESS BROWSER & OTP INTERCEPTION AUTHORIZATIONS, STRICT THIRD-PARTY PLATFORM CFAA ANTI-AUTOMATION INDEMNIFICATION, REGULATED SENSITIVE DATA RESTRICTIONS (PROHIBITING UNENCRYPTED PHI/HIPAA, PCI CARDHOLDER DATA, AND COPPA DATA), TELEPHONY TCPA/CTIA & CAN-SPAM EMAIL COMPLIANCE MANDATES, ALL-PARTY WIRETAP AUDIO RECORDING CONSENT REQUIREMENTS, SECTION 230 WEB HOSTING PUBLISHER IMMUNITY, UPSTREAM AI SUPPLY CHAIN DISCLAIMERS, NO PROFESSIONAL (LEGAL/TAX/ACCOUNTING) ADVICE DISCLAIMERS, WHITE-LABEL BRANDING & FONT LICENSING INDEMNIFICATION, ACCOUNT RBAC & CREDENTIAL SECURITY RESPONSIBILITY, PUBLIC SHARING LINKS ASSUMPTION OF RISK, UNILATERAL PLATFORM ENFORCEMENT & SUSPENSION RIGHTS, A COMPREHENSIVE DMCA SAFE HARBOR FRAMEWORK (17 U.S.C. § 512), A CONSOLIDATED GENERAL LIABILITY CAP, AND MANDATORY INDIVIDUAL ARBITRATION SEATED IN BOSTON, MASSACHUSETTS UNDER MASSACHUSETTS LAW WITH A COMPLETE CLASS ACTION AND JURY TRIAL WAIVER. BY ACCESSING ANY COMPANY WEBSITE, SUBSCRIBING TO ANY PRODUCT, EXECUTING AN ORDER FORM, OR CONNECTING ANY ACCOUNT OR SYSTEM, YOU BIND YOUR COMMERCIAL ENTITY.
These Master Terms of Service and Universal Operating Agreement (this "Agreement" or "Master Terms") are entered into between Spaceport Technologies, Inc. (doing business as Sidechat, Canopy, Dispatch, and related commercial brands, referred to herein as "Provider," "Company," "we," or "us"), a corporation organized under the laws of Delaware with its principal offices located at 1 Broadway, FL 14, Cambridge, MA 02142, USA, and the customer, commercial subscriber, enterprise client, merchant, developer, vendor, or organizational user ("Customer," "Deployer," "you," or "your") accessing, subscribing to, or deploying any current or future software applications, agentic artificial intelligence systems, cloud services, developer APIs, remote browser session platforms, autonomous background synchronization tools, telephony and messaging runtimes, multimodal media generators, domain registration services, app marketplace tools, or digital products provided by Provider (collectively, the "Services" or "Platform"). The Services are provided solely for commercial, enterprise, or business operations and not for personal, family, or consumer use.
THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU: (A) CLICK "I ACCEPT," "SUBSCRIBE," "SIGN UP," "CONNECT," "CONNECT PLATFORM," "START TRIAL," OR ANY SIMILAR ASSENT BUTTON ON ANY PROVIDER WEBSITE OR APPLICATION; (B) EXECUTE OR ELECTRONICALLY RATIFY AN ORDER FORM, SERVICE SCHEDULE, STATEMENT OF WORK, OR RIDER REFERENCING THIS AGREEMENT; OR (C) ACCESS, CONFIGURE, DEPLOY, OR USE ANY COMPONENT OF THE SERVICES (THE "EFFECTIVE DATE"). BY TAKING ANY SUCH ACTION, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR BUSINESS, EMPLOYER, OR CORPORATE ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL PROVISIONS HEREIN, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.
1.1. Universal Platform Scope. This Agreement sets forth the universal master terms and conditions governing Customer's access to and use of all software-as-a-service (SaaS) products, cloud infrastructure, agentic artificial intelligence systems, automated background routines, remote browser viewports, telephony engines, messaging gateways, multimodal media generators, domain registration tooling, app store marketplaces, code execution sandboxes, and developer APIs offered by Provider now or in the future (including, without limitation, Dispatch, Sidechat, XP, Canopy plugins, and companion tools).
1.2. Product Schedules & In-App Operating Agreements. Provider may offer individual products or applications that incorporate application-tailored terms, operational guidelines, or in-app clickwrap schedules (each, a 'Service Schedule' or 'Product Addendum', such as the Dispatch In-App Operating Agreement). Each Service Schedule is incorporated into and made an integral part of this Agreement upon Customer's deployment of the applicable product. In the event of any direct, irreconcilable conflict between a specific Service Schedule and these Master Terms, the terms of the specific Service Schedule shall control solely with respect to that specific product, and these Master Terms shall govern in all other respects.
1.3. Electronic Order Forms. The parties may execute one or more electronic or written order forms, online checkout checkouts, or subscription registrations (each, an 'Order Form'). Each Order Form specifies the subscribed product tier, pricing rates, billing cadences, and operational scopes, and is subject to this Agreement.
1.4. Rejection of Customer Purchase Order Terms & No Reliance on Future Functionality. Any terms, conditions, or stipulations pre-printed on or referenced in any purchase order, vendor onboarding portal, supplier questionnaire, or other procurement document submitted by Customer are strictly for Customer's internal administrative convenience and are hereby expressly rejected, void, and of no legal force or effect, even if Provider acknowledges, signs, or references such document for invoicing purposes. Furthermore, Customer agrees that its purchases and subscriptions are not contingent on the delivery of any future functionality, features, or product roadmap items, nor dependent on any oral or written public comments or statements made by Provider regarding future functionality or features.
As between the parties, Customer retains all right, title, and interest in and to all AI Customer Input and Customer Data, including all associated Intellectual Property Rights.
Subject to Customer's full and timely payment of applicable fees and compliance with this Agreement, Provider hereby assigns to Customer all of Provider's right, title, and interest (if any) in and to the AI Customer Output generated specifically for Customer from Customer's AI Customer Input. Customer acknowledges that: (a) AI Customer Output is generated via automated algorithmic processing and probabilistic models; (b) Provider does not represent or warrant that AI Customer Output is unique, error-free, or non-infringing; and (c) other users may receive similar or identical outputs based on similar inputs or public data.
Customer grants Provider a non-exclusive, worldwide, royalty-free, fully paid-up license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Services, and to fulfill legal obligations.
Provider and its licensors retain all right, title, and interest in and to the Services, underlying platform architecture, proprietary software, Agentic AI algorithms, remote browser viewport technologies, workflow orchestration logic, user interfaces, documentation, and all enhancements, derivative works, and improvements thereto (collectively, 'Provider IP'). Customer shall not reverse engineer, decompile, extract model weights, harvest training datasets, or build a competitive product. While Customer may conduct internal performance evaluations of the Services, Customer shall not publicly disclose, publish, or distribute any benchmark tests, competitive comparisons, latency evaluations, or performance analysis of the Services without Provider's prior written consent. Provider may collect and analyze de-identified and aggregated technical telemetry and usage metadata to maintain, secure, and improve the Services; to the extent Provider processes de-identified data, Provider covenants that it shall maintain and use such data solely in de-identified form and shall not attempt to re-identify the data.
If Customer provides feedback, suggestions, or ideas regarding the Services, Provider may use and exploit such feedback without restriction or obligation. Provider may identify Customer as a commercial user in customer lists and marketing materials, subject to Customer's standard trademark usage guidelines provided in writing.
PROVIDER EXPLICITLY COVENANTS THAT IT DOES NOT AND SHALL NOT USE CUSTOMER DATA OR AI CUSTOMER INPUT TO TRAIN, RETRAIN, OR FINE-TUNE PUBLIC OR MULTI-TENANT BASE FRONTIER FOUNDATION MODELS (SUCH AS BASE LLMS OFFERED BY ANTHROPIC, OPENAI, OR COMPARABLE THIRD PARTIES). Customer Data is used strictly for serving Customer's authenticated sessions and optimizing Customer's dedicated tenant experience.
Provider shall maintain persistent storage of Customer Data solely on cloud servers located within the United States. Customer acknowledges and agrees that: (a) cloud computing architecture utilizes globally distributed edge routing networks and content delivery networks (CDNs) for ingress, transit security, and DDoS protection; and (b) ephemeral in-transit network packets may traverse international edge nodes prior to reaching US persistent infrastructure.
Provider does not sell, rent, or commercially monetize Customer Data to third-party data brokers, advertising networks, or unauthorized third parties.
The Services employ varying levels of agentic autonomy depending on the specific product and task:
Customer is the legally responsible 'Deployer' of the Agentic AI. Customer represents and covenants that it shall maintain Meaningful Human Control over all deployed workflows, train personnel on reviewing generated outputs, and independently verify all critical claims, transactions, or filings.
Customer acknowledges that agentic artificial intelligence systems are probabilistic and non-deterministic. Systems may occasionally exhibit unexpected behaviors ('Emergent Behaviors'), reasoning errors, or hallucinations. CUSTOMER ACCEPTS ALL RISKS ASSOCIATED WITH AUTONOMOUS AND SEMI-AUTONOMOUS AGENT EXECUTION.
Provider incorporates automated operational 'Circuit Breakers' designed to suspend agentic tasks upon encountering anomalous error rates, security exceptions, or unexpected portal behaviors. Furthermore, Customer retains unilateral authority to activate an emergency 'Kill Switch' via the software settings to instantly sever external connections and halt autonomous agent execution.
Provider implements security filters against prompt injection attacks. However, because Agentic AI systems ingest unstructured third-party data from external portals, Customer acknowledges that Provider cannot guarantee total immunity from malicious adversarial inputs embedded in external data. Customer agrees to promptly report any anomalous agent behaviors.
Where the Services access external web portals interactively, Provider utilizes sandboxed remote browser session technology ('Canopy Live View'):
To the extent Customer configures automated headless portal logins, credential vault slots, or automated one-time password ('OTP') email forwarding mechanisms (e.g., via otp_inbox or browser_portal_login tools) to access third-party systems: (a) Customer represents and warrants that it possesses express legal authority from the third-party account holder and owner to configure automated headless programmatic sign-in and forward authentication tokens; (b) Customer acknowledges that automating multi-factor authentication or bypassing technological security barriers may violate third-party portal terms; and (c) CUSTOMER ASSUMES SOLE LEGAL RESPONSIBILITY AND SHALL INDEMNIFY PROVIDER AGAINST ANY CLAIMS UNDER THE COMPUTER FRAUD AND ABUSE ACT (18 U.S.C. § 1030) OR STATE CYBERCRIME STATUTES ARISING OUT OF CUSTOMER-CONFIGURED HEADLESS AUTOMATION OR OTP FORWARDING.
Third-party platforms and web portals regularly alter their user interfaces, HTML/DOM structures, authentication flows, and bot mitigation defenses. Provider makes no warranty that remote browser navigation or automated synchronization will be uninterrupted or error-free. Provider disclaims liability for downtime or audit delays caused by third-party interface updates.
Customer acknowledges that external platforms enforce discretionary operating terms regarding automation, API usage, and dispute volumes. Customer assumes all operational and commercial risks arising from external platform actions, including account suspensions, throttling, feature restrictions, or delistings. PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THIRD-PARTY PLATFORM ACTIONS OR POLICY ENFORCEMENT.
Customer shall pay all subscription fees, usage charges, and metered credit costs specified in the applicable software application, online checkout flow, or electronic Order Form ('Subscription Fees'). All pricing schedules published within the software interface are incorporated herein by reference.
Certain products include a base monthly usage allotment or metered credits as stated in the software interface. Additional credit packages or usage tiers may be purchased at the prevailing rates published in the software. Unused credits expire pursuant to the product terms and carry no cash value.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AGENTIC AI SYSTEMS, SCHEDULED BACKGROUND FUNCTIONS, CRON JOBS, FAN-OUT ROUTINES, AND AUTO-RELOAD SETTINGS OPERATE AUTONOMOUSLY AND CONTINUOUSLY ACCRUE METERED TOKENS, COMPUTE TIME, AND TRANSACTIONAL COSTS. CUSTOMER BEARS ONE HUNDRED PERCENT (100%) EXCLUSIVE FINANCIAL RESPONSIBILITY FOR ALL CREDIT CONSUMPTION, AUTO-RELOAD DEBITS, DOMAIN PURCHASES, TELEPHONY CHARGES, AND THIRD-PARTY EXPENSES INCURRED BY ITS CONFIGURED AGENTS AND WORKFLOWS, WHETHER RUN INTENTIONALLY, UNATTENDED, ERRONEOUSLY, IN AN INFINITE LOOP, OR RESULTING FROM SCRIPT ERRORS. CUSTOMER IS SOLELY RESPONSIBLE FOR SETTING AND MONITORING ORG-LEVEL SPEND CAPS (VIA BILLING SETTINGS). PROVIDER SHALL HAVE NO OBLIGATION TO REFUND CREDITS CONSUMED BY ACTIVE AGENTIC WORKFLOWS.
Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law. If Customer initiates a credit card chargeback in violation of this Agreement, Provider may immediately suspend access and assess an administrative chargeback recovery fee (as specified in the software or order documentation, currently $50.00 USD) plus all associated processing costs.
Provider reserves the absolute right to modify subscription rates, usage tiers, metered credit costs, or fee structures at any time in its sole discretion without prior advance notice. Notice of any fee adjustment is strictly limited to updating the pricing schedules published in the software interface, updating online checkout dialogs, or posting an updated Effective Date. Fee adjustments take effect immediately upon posting or on Customer's subsequent billing cycle. If Customer does not agree to an adjusted rate, Customer's sole remedy is to cancel its subscription immediately via self-serve billing controls prior to the renewal date.
Customer may cancel its subscription at any time via the self-serve billing or application management settings in the software (for Dispatch, directly via the in-app 'Cancel subscription' control in the application footer, accessible exclusively by Organization Administrators). Cancellation takes effect at the end of the then-current billing period. Customer remains responsible for all charges incurred prior to termination. All fees paid are non-refundable except as required by law.
All fees and charges are exclusive of any applicable federal, state, local, or foreign sales, use, value-added (VAT), goods and services (GST), excise, or withholding taxes (excluding taxes based solely on Provider's net income). Customer is solely responsible for paying all such taxes. If Customer is required by applicable law to deduct or withhold any tax from payments due to Provider, Customer shall gross up the payment amount so that Provider receives, net of all deductions or withholdings, the full invoiced amount that Provider would have received had no withholding been required, and Customer shall promptly furnish official tax receipts evidencing payment to the relevant taxing authority. If Customer claims tax-exempt status, Customer must provide a valid, signed tax exemption certificate to Provider prior to billing; tax exemptions apply solely on a prospective basis following verification and no retroactive tax refunds or credits shall be issued for prior billing periods.
'Confidential Information' means all non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including business strategies, technical architectures, trade secrets, Customer Data, and pricing terms.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.
Each party shall protect the other's Confidential Information with the same degree of care it uses for its own confidential information (and not less than reasonable care). A receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt written notice to enable the disclosing party to seek a protective order.
Confidentiality obligations survive termination of this Agreement for five (5) years, provided that trade secrets shall be maintained in confidence indefinitely.
Provider maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, or destruction, including AES-256 encryption at rest, TLS 1.3 encryption in transit, role-based access controls, and multi-tenant isolation.
In the event of a confirmed Security Breach affecting Customer Data, Provider shall notify Customer without unreasonable delay (and within statutory deadlines) following confirmation, and take prompt remedial actions to contain and mitigate the incident.
Within thirty (30) days following termination of Customer's account and receipt of Customer's written request, Provider shall delete Customer Data from active production databases. Active data purge obligations do not require Provider to immediately modify, overwrite, or delete automated, immutable disaster-recovery system backups. Backup snapshots are maintained in secure, encrypted archives and automatically overwritten pursuant to Provider's standard backup rotation cycle (not to exceed 180 days).
10.1. Absolute Ban on Protected Health Information (HIPAA / HITECH). The Services and Agentic AI systems are NOT designed, certified, or intended to serve as a repository for Protected Health Information ('PHI') under the Health Insurance Portability and Accountability Act of 1996 ('HIPAA') or the Health Information Technology for Economic and Clinical Health ('HITECH') Act. CUSTOMER SHALL NOT TRANSMIT, INGEST, STORE, OR PROCESS ANY PHI WITHIN THE SERVICES. Provider does not execute Business Associate Agreements ('BAAs') unless expressly agreed to in a separate, fully executed written addendum.
10.2. Prohibition on Cardholder Payment Data (PCI-DSS). Customer shall not store, process, or transmit unencrypted payment card Primary Account Numbers ('PAN'), CVV/CVC codes, PINs, or magnetic stripe track data within persistent vector memory, database tables, or custom agents. All payment transactions must route exclusively through Provider's certified payment gateway partners (such as Stripe).
10.3. Children's Data & Biometrics (COPPA & BIPA). Customer represents and warrants that it shall not use the Services to collect or process personal information from children under the age of 13 in violation of the Children's Online Privacy Protection Act ('COPPA'), nor capture or store biometric identifiers in violation of the Illinois Biometric Information Privacy Act ('BIPA') or comparable state statutes.
10.4. Sensitive Data Indemnity. Customer shall defend, indemnify, and hold harmless Provider against any regulatory inquiries, civil enforcement actions, fines, statutory penalties, or damages arising out of Customer's transmission of prohibited sensitive data into the Services.
11.1. Operational Tooling Only. THE SERVICES, AGENTIC SYSTEMS, FINANCIAL REPORTING LEDGERS, DISPUTE DRAFTING FUNCTIONS, TAX/FEE CALCULATORS, AND AI-GENERATED OUTPUTS ARE PROVIDED SOLELY AS OPERATIONAL AUTOMATION AND ADMINISTRATIVE PRODUCTIVITY TOOLS FOR COMMERCIAL OPERATORS. PROVIDER IS NOT A LAW FIRM, CERTIFIED PUBLIC ACCOUNTING FIRM, LICENSED FINANCIAL ADVISOR, OR REGISTERED TAX CONSULTANT.
11.2. No Attorney-Client or Fiduciary Relationship. NO ATTORNEY-CLIENT, ACCOUNTANT-CLIENT, FIDUCIARY, OR FORMAL ADVISORY RELATIONSHIP IS FORMED BETWEEN CUSTOMER AND PROVIDER. AI-generated dispute justifications, deduction summaries, commission audit analyses, and contract interpretations do not constitute professional legal advice, formal tax opinions, audit representations, or certified accounting conclusions. Customer covenants that it will independently review all dispute drafts and financial figures with licensed legal, accounting, and tax counsel prior to filing claims, submitting tax returns, or taking formal commercial actions. PROVIDER SHALL HAVE NO LIABILITY ARISING FROM CUSTOMER'S RELIANCE ON GENERATED OUTPUTS IN REGULATORY AUDITS, TAX PROCEEDINGS, OR LEGAL DISPUTES.
12.1. Customer Warranty of Brand Rights. Where Customer utilizes platform white-labeling, brand configuration, custom themes, or dynamic styling tools (e.g., branding_create_brand, branding_set_brand_asset, branding_create_design_system), Customer represents and warrants that: (a) Customer holds all necessary intellectual property rights, registered trademark licenses, or corporate authorizations to upload and display the logos, brand marks, trade dress, favicons, and imagery configured in Customer's workspace; and (b) Customer's brand assets do not infringe or misappropriate the trademark, trade dress, or copyright of any third party.
12.2. Commercial Font Licensing Warranty. Customer represents and warrants that all typography, custom web fonts, and font files linked or uploaded to the Services are lawfully licensed for commercial web application embedding and software redistribution. Customer shall not configure unauthorized or pirated fonts.
12.3. Trademark & Font Indemnity. Customer shall defend, indemnify, and hold harmless Provider against any third-party claims, lawsuits, statutory statutory infringement damages, licensing audits, or settlement demands arising out of Customer's uploaded logos, brand assets, or web typography.
13.1. Customer Administrative Authority. Customer's designated organization owners and administrators hold unilateral authority to invite users, provision seats, assign role tiers (owner, admin, member, viewer), define custom roles (organizations_create_role), and issue delegated capability grants (capability_grants_issue_self_handle). Customer is exclusively responsible for establishing and auditing internal role-based access permissions.
13.2. Absolute Credential Security & Employee Actions. Customer is solely responsible for maintaining the confidentiality and security of all login credentials, passwords, API keys, two-factor authentication tokens, and delegation handles provisioned within its organization. Customer covenants that it will immediately revoke credentials and remove access for terminated employees, contractors, or compromised accounts. CUSTOMER ASSUMES EXCLUSIVE LEGAL AND FINANCIAL RESPONSIBILITY FOR ALL ACTIONS TAKEN, DATA DELETED, WORKFLOWS EXECUTED, OR CAPABILITY GRANTS CONFERRED UNDER CUSTOMER'S AUTHENTICATED CREDENTIALS, WHETHER AUTHORIZED BY CUSTOMER'S MANAGEMENT OR RESULTING FROM ROGUE PERSONNEL OR CREDENTIAL COMPROMISE.
13.3. Prompt Notification of Account Takeover. Customer shall notify Provider immediately at security@side.chat upon discovering or suspecting any unauthorized account access, credential compromise, or security anomaly affecting its organization.
13.4. Enterprise Domain Ownership & Managed Account Administration. Where Customer verifies ownership of an organizational email domain (e.g., @company.com) in accordance with Provider's domain verification procedures, Customer may elect to claim administrative control over any existing or future individual user accounts registered on the Platform using an email address under that verified domain ('Managed Accounts'). Upon domain claiming, Customer becomes the Data Controller and administrative owner of such Managed Accounts, and the profile information, workspace content, and historical usage associated with those accounts become accessible to and governed by Customer's Organization Administrators.
14.1. Customer Control over Public Link Generation. The Platform provides tools (such as share_folder and share_file) enabling users to generate unauthenticated, publicly accessible viewer URLs ('anyone_link') with configurable time-to-live expiration periods (up to 90 days). Organization administrators possess tools to disable public link generation org-wide (via set_public_links_enabled).
14.2. Absolute Assumption of Public Link Risk. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT GENERATING AN 'ANYONE_LINK' ALLOWS ANY INDIVIDUAL IN POSSESSION OF THE URL TO VIEW AND DOWNLOAD THE LINKED FILES WITHOUT AUTHENTICATION. CUSTOMER ASSUMES COMPLETE, SOLE RESPONSIBILITY FOR MANAGING, MONITORING, AND EXPEDITIOUSLY REVOKING PUBLIC LINKS GENERATED BY ITS USERS. PROVIDER DISCLAIMS ALL LIABILITY FOR UNAUTHORIZED DATA EXPOSURE, CONFIDENTIALITY LEAKS, OR COPYRIGHT INFRINGEMENT RESULTING FROM CUSTOMER-INITIATED PUBLIC SHARING LINKS.
Provider represents and warrants that it has the power and authority to enter into this Agreement and will provide the Services in a professional and workmanlike manner.
Customer represents and warrants that: (a) it has all necessary rights, permissions, and consents to provide Customer Data and authorize Provider to access external accounts; (b) its use of the Services complies with all applicable laws; and (c) it will not use the Services for fraudulent, deceptive, or illegal purposes.
Provider may designate certain features as 'Beta', 'Preview', or 'Early Access'. Beta features are provided 'AS-IS' without warranty of any kind, and may be modified or discontinued at any time.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES, AGENTIC AI CAPABILITIES, AND GENERATED OUTPUTS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR SECURE.
Provider shall defend Customer against any third-party claim alleging that the proprietary software architecture of the Services infringes a valid US patent, copyright, or trademark, and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction. Provider shall have no obligation for claims arising from: (a) Customer Data; (b) combination of the Services with third-party products; (c) modifications made without Provider's authorization; or (d) Customer's breach of this Agreement.
CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROVIDER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LOSSES, DAMAGES, LIABILITIES, DEFENSE COSTS, AND REASONABLE ATTORNEYS' FEES ARISING OUT OF OR RELATING TO: (A) CUSTOMER DATA OR AI CUSTOMER INPUT; (B) CUSTOMER'S BREACH OF THIS AGREEMENT OR VIOLATION OF APPLICABLE LAW; (C) CUSTOMER'S FAILURE TO MAINTAIN MEANINGFUL HUMAN CONTROL; (D) ANY FRAUDULENT, INACCURATE, OR BAD-FAITH DISPUTE OR CLAIM SUBMITTED BY CUSTOMER; (E) CUSTOMER'S USE OF TELEPHONY, MESSAGING, OR CALL RECORDING CAPABILITIES; (F) CUSTOMER'S BRAND ASSETS, LOGOS, OR FONTS; (G) CUSTOMER'S USE OF PUBLIC SHARING LINKS; OR (H) ANY INQUIRY, INVESTIGATION, CEASE-AND-DESIST, DEMAND, OR LAWSUIT BROUGHT BY ANY THIRD-PARTY PLATFORM, MARKETPLACE, OR ONLINE SERVICE PROVIDER AGAINST PROVIDER (INCLUDING CLAIMS UNDER THE COMPUTER FRAUD AND ABUSE ACT (18 U.S.C. § 1030), STATE COMPUTER CRIME LAWS, BREACH OF THIRD-PARTY TERMS, OR TORTIOUS INTERFERENCE WITH CONTRACT) ARISING FROM PROVIDER ACCESSING, SYNCHRONIZING WITH, OR EXTRACTING DATA FROM CUSTOMER'S THIRD-PARTY ACCOUNT PURSUANT TO CUSTOMER'S EXPRESS AUTHORIZATION AND INSTRUCTION.
Provider respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). Provider maintains statutory safe harbor protections as an online service provider. Provider has adopted and implemented a repeat infringer policy.
Notices of claimed copyright infringement must be transmitted to Provider's Designated Copyright Agent:Designated Copyright Agent: Legal Department / Copyright Compliance OfficerService Provider: Spaceport Technologies, Inc.Address: 1 Broadway, FL 14, Cambridge, MA 02142, USAEmail: dmca@side.chat (with copy to legal@side.chat)Subject Line: Formal DMCA Copyright Infringement Notice
A formal DMCA notice must include: (a) physical or electronic signature of the copyright owner; (b) identification of the copyrighted work; (c) identification of the infringing material and sufficient location info; (d) contact info for the complaining party; (e) a good-faith statement that use is unauthorized; and (f) a statement under penalty of perjury that information in the notice is accurate and the notifier is authorized to act.
Upon receipt of a valid DMCA notice, Provider will act expeditiously to remove or disable access to the disputed material and notify the affected user. Affected users may submit a statutory counter-notice under 17 U.S.C. § 512(g)(3). If a valid counter-notice is received, Provider may restore the material in 10 to 14 business days unless the copyright owner files a court action seeking an injunction.
Provider will terminate account privileges of repeat infringers in appropriate circumstances.
18.1. SMS, Voice & WhatsApp Prior Written Consent. To the extent Customer transmits SMS texts, MMS, WhatsApp template messages, or outbound voice calls via Provider's telephony engines or third-party carriers (e.g., Twilio), Customer represents and warrants that: (a) Customer has obtained prior express written consent from each recipient in strict compliance with the Telephone Consumer Protection Act (47 U.S.C. § 227) ('TCPA'), the Federal Communications Commission ('FCC') regulations, the Telemarketing Sales Rule (16 C.F.R. Part 310), CTIA Operating Principles, and state telemarketing laws; (b) Customer maintains verifiable records of consent; and (c) all messages strictly adhere to CTIA opt-out protocols (including honoring STOP, CANCEL, and UNSUBSCRIBE).
18.2. Commercial Email & CAN-SPAM / CASL Compliance. To the extent Customer sends emails via Provider's Mailgun relay infrastructure or custom sending domains, Customer represents and warrants that: (a) all recipients have opted in or have an established business relationship; (b) Customer shall not use purchased, harvested, or scraped email lists; (c) all emails contain a valid, functioning one-click unsubscribe mechanism and Customer's valid physical postal address; and (d) Customer complies strictly with the CAN-SPAM Act (15 U.S.C. § 7701), Canada's Anti-Spam Legislation ('CASL'), and applicable international spam laws.
18.3. Absolute Messaging & Telecommunications Indemnity. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROVIDER FROM AND AGAINST ANY AND ALL STATUTORY FINES, REGULATORY PENALTIES, CLASS ACTION LAWSUITS, LOSSES, AND ATTORNEYS' FEES ARISING OUT OF OR RELATING TO CUSTOMER'S FAILURE TO OBTAIN CONSENT OR ANY ALLEGED VIOLATION OF THE TCPA, CAN-SPAM ACT, CASL, OR CARRIER ACCEPTABLE USE POLICIES.
19.1. Two-Party / All-Party Consent Warning. Certain features of the Services enable inbound and outbound call bridging, telephonic voice bots, and audio recording functionality. The Commonwealth of Massachusetts, California, Florida, and numerous other jurisdictions are 'two-party' or 'all-party' consent states requiring the affirmative consent of every participant before a telephone call or oral communication may be recorded or monitored.
19.2. Deployer Warranty of Mandatory Disclosure. Customer represents, warrants, and covenants that: (a) prior to recording, bridging, or monitoring any call using the Services, Customer will play an automated audible disclosure informing all parties that the call is being recorded (e.g., 'This call is recorded for quality and operational purposes'); (b) Customer will immediately terminate recording if any party objects; and (c) Customer's use complies fully with Massachusetts General Laws ch. 272, § 99, 18 U.S.C. § 2511, and all applicable federal, state, and international wiretap and eavesdropping statutes.
19.3. Wiretap Indemnification. Customer assumes sole responsibility and legal liability for call recording compliance and shall fully indemnify Provider against any civil wiretap claims, criminal complaints, or statutory damages arising from Customer's unannounced or unauthorized call recording.
20.1. Registrar Agency & ICANN Policy. Where Customer searches, registers, or configures top-level domain names ('TLDs') through the Platform, Customer acknowledges that Provider acts as an intermediary or reseller for ICANN-accredited domain registrars. Customer's registration of any domain name is expressly subject to the ICANN Uniform Domain-Name Dispute-Resolution Policy ('UDRP') and the applicable registry terms and conditions.
20.2. Non-Refundable Fee & Credit Spend. Domain registration and renewal fees are debited immediately from Customer's organization credit balance or payment method. Once submitted to the registry, domain registration purchases are completely non-refundable and cannot be cancelled or reversed.
20.3. Disclaimer of Domain Rights & Renewal Failures. Provider makes no warranty that any requested domain name is available or that registration will succeed. Customer represents that its registration and use of any domain does not infringe upon any third-party trademark or intellectual property rights. Provider shall not be liable for the loss, expiration, transfer failure, or registry deletion of any domain name resulting from depleted credit balances, expired payment methods, or third-party registry disputes.
21.1. Platform Marketplace Role. Provider operates a commercial developer marketplace enabling third-party App Publishers ('Vendors') to build, list, and sell applications, workflows, and functions to commercial subscribers ('App Buyers'). Customer acknowledges and agrees that: (a) Provider operates solely as an administrative technology venue; (b) applications published by third-party Vendors are developed and supported exclusively by those independent Vendors; and (c) Provider is not a party to any contract or transaction between an App Buyer and an independent Vendor.
21.2. Vendor Payouts & Platform Take Rates (Stripe Connect). Vendors selling paid applications must onboard through Stripe Connect. Vendor authorizes Provider to instruct Stripe to deduct Provider's established platform take rate, processing fees, and chargeback reserves prior to settling net sales proceeds into Vendor's connected bank account. Provider reserves the right to withhold payouts in cases of suspected fraud, terms violations, or pending chargeback disputes.
21.3. Vendor Warranties & Security Obligations. Any Vendor offering an application through the Platform represents and warrants that: (a) the application does not contain malware, backdoors, spyware, or malicious code; (b) the application complies with all security guidelines and does not attempt privilege escalation; (c) the application does not infringe any third-party intellectual property; and (d) Vendor will provide prompt maintenance, bug fixes, and customer support.
21.4. Chargeback & Refund Allocation. In the event an App Buyer requests a refund or initiates a credit card chargeback regarding a Vendor's application, the Vendor bears one hundred percent (100%) financial liability for the refund amount, chargeback deduction, and associated banking dispute fees. Provider is authorized to debit Vendor's balance or offset future payouts to satisfy such liabilities.
21.5. Buyer Disclaimer of Third-Party Apps. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIRD-PARTY VENDOR APPLICATIONS, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, CODE SECURITY, AND AVAILABILITY. APP BUYERS ACCESS THIRD-PARTY APPLICATIONS AT THEIR OWN RISK.
21.6. Canopy Standard Marketplace EULA & Order of Precedence. Every third-party Vendor publishing a commercial or subscription application on the Platform must include relative Markdown files (`legal/terms.md` and `legal/privacy.md`) in its published repository, which Provider pins to each release commit and serves at `https://canopy.side.chat/legal/apps/<appId>/terms` and `/privacy`. To establish direct contractual privity between the independent Vendor and the App Buyer without naming Provider as the licensor, Provider makes available the 'Canopy Marketplace Standard End User License Agreement' ('Standard EULA'). Where a Vendor adopts or incorporates the Standard EULA, the direct contract between Vendor and App Buyer is governed by the following order of precedence from highest to lowest priority: (1) a mutually executed written Amendment or Order Form between Vendor and App Buyer; (2) Vendor-Specific Terms published by Vendor in `legal/terms.md`; and (3) the Canopy Marketplace Standard EULA; provided, however, that no Amendment, Order Form, or Vendor-Specific Terms may alter, diminish, or supersede Provider's status as an express third-party beneficiary, Provider's complete disclaimer of liability, Platform billing/cancellation rules (`commerce.cancelPurchase`), or mandatory Google API Limited Use compliance under Section 21.7 and Section 26.
21.7. Mandatory Vendor Privacy Policy & OAuth Data Governance. Every third-party Vendor must provide and comply with a transparent Privacy Policy (`legal/privacy.md`) accurately disclosing what App Buyer data the application receives, how it is retained, and how App Buyers may request deletion within thirty (30) days. Where an App Buyer authorizes a third-party Vendor application on Provider's consent screen to receive scoped results from a connected OAuth integration (such as Gmail search results or messages brokered via Provider's Google OAuth client), Vendor covenants and warrants that it shall strictly comply with the Google API Services User Data Policy (including all Limited Use requirements), use such data solely to deliver user-facing features of the application, never sell or use such data for advertising or generalized AI model training, and fully indemnify Provider against any breach thereof.
22.1. Generative Media Tools. The Platform provides tools capable of generating images, synthetic video storyboards, instrumental music, and synthetic speech from text prompts and reference files. Customer acknowledges that generative media models are probabilistic and may produce unexpected artifacts.
22.2. Absolute Voice Cloning & Likeness Prohibitions. CUSTOMER SHALL NOT USE THE SERVICES TO CLONE, SYNTHESIZE, REPRODUCE, OR EMULATE THE VOICE, LIKENESS, NAME, BIOMETRIC IDENTITY, OR PERSONA OF ANY INDIVIDUAL (LIVING OR DECEASED) WITHOUT HAVING FIRST OBTAINED THE EXPRESS, VERIFIED, WRITTEN CONSENT OF THAT INDIVIDUAL (OR THEIR LAWFUL ESTATE). Customer shall comply with all applicable biometric information privacy laws (including BIPA) and state rights of publicity.
22.3. Anti-Deepfake & Acceptable Content Covenants. Customer covenants that it will not generate, publish, or distribute: (a) non-consensual sexually explicit synthetic media (deepfakes); (b) deceptive political or election-related synthetic audio/video intended to mislead voters; (c) fraudulent impersonations of public officials, financial executives, or family members; or (d) defamatory or infringing media content.
22.4. Intellectual Property Disclaimers in AI Media. Provider does not represent or warrant that synthetic media generated by the Services is copyrightable, unique, or protected under intellectual property laws. Customer assumes full legal responsibility for its commercial publication or broadcast of synthetic media.
23.1. Code Build Sandboxes & Runtime Execution. The Services provide developer sandboxes, Git remotes, build pipelines, and runtime execution environments (e.g., code_build, code_run, dynamic site workers). Customer covenants that it shall not use code sandboxes to: (a) execute cryptocurrency mining; (b) conduct denial-of-service (DDoS) attacks or port scanning; (c) distribute malware, ransomware, trojans, or spyware; or (d) host command-and-control infrastructure.
23.2. Web Hosting & Acceptable Content (*.side.host). Applications, static bundles, or dynamic sites published to *.side.host subdomains or custom domains must comply with Provider's Acceptable Use Policy. Customer shall not publish phishing pages, deceptive landing pages, credential harvesters, or illegal materials. Provider reserves the right to immediately suspend, unpublish, or delete any site that violates this Agreement.
23.3. Section 230 Publisher Immunity. Pursuant to Section 230 of the Communications Decency Act (47 U.S.C. § 230) and comparable international laws, Provider operates solely as an interactive computer service provider with respect to user-generated sites, published web apps, and uploaded content. Provider shall not be treated as the publisher or speaker of any information provided by Customer or third parties and disclaims all liability for user-hosted sites.
24.1. Meeting Intelligence Features. The Platform provides speech-to-text audio transcription and augmented meeting notes generation tools. To utilize these features, Customer must upload recorded audio files or connect live meeting streams.
24.2. Participant Consent Representation. Customer represents and warrants that: (a) Customer has provided advance notice and obtained lawful consent from all meeting participants prior to capturing, recording, or transcribing any meeting; (b) Customer's use complies with all applicable workplace privacy standards, labor agreements, and wiretap laws; and (c) Customer will not ingest confidential third-party meetings without legal authority.
25.1. Upstream AI Providers & Gateway Routing. Customer acknowledges that the Services utilize multi-model gateway routing (such as LiteLLM) to access third-party frontier artificial intelligence models and inference APIs (including models provided by Anthropic, PBC, OpenAI, LLC, and open-source model providers). Provider does not own, control, or operate these third-party foundation models.
25.2. Disclaimer of Upstream Outages, Latency & Model Deprecation. PROVIDER DISCLAIMS ALL LIABILITY FOR ANY SERVICE INTERRUPTIONS, LATENCY SPIKES, CAPACITY THROTTLING, API DOWNTIME, OR MODEL RETIREMENT/DEPRECATION CAUSED BY UPSTREAM AI FOUNDATION MODEL PROVIDERS OR CLOUD HOSTS (INCLUDING CLOUDFLARE, GOOGLE CLOUD, AND AWS). Provider does not warrant that any specific LLM or model version will remain available throughout Customer's subscription.
25.3. Content Filtering & Guardrail Modifications. Upstream AI providers enforce automated safety and content moderation classifiers. Provider shall have no liability if an upstream provider's automated guardrails refuse to process Customer's inputs or terminate inference queries due to suspected policy violations.
26.1. Integration Connectivity (Composio & OAuth Vault). The Platform enables connectivity with third-party software applications (e.g., Google Workspace, Slack, HubSpot, Salesforce, GitHub) through secure credential vaults and integration brokers. Customer authorizes Provider to transmit API calls and store encrypted authorization tokens on Customer's behalf.
26.2. Third-Party Developer Terms Compliance. Customer covenants that its use of integrations will comply with all third-party developer policies, API limits, and acceptable use guidelines (including Google API Services User Data Policy). Customer shall not use integrations to scrape unauthorized data or violate third-party terms of service.
26.3. Disconnection & Token Revocation Disclaimer. Customer acknowledges that third-party platforms may invalidate OAuth tokens, alter API schemas, throttle rate limits, or discontinue third-party access at their sole discretion. Provider disclaims all liability for broken integrations, sync delays, or service interruptions caused by third-party API actions.
26.4. Google Workspace OAuth Brokerage & Limited Use Compliance. Provider's and Canopy's use and transfer to any other application of information received from Google APIs will adhere strictly to the Google API Services User Data Policy, including the Limited Use requirements (https://developers.google.com/terms/api-services-user-data-policy). Where Customer connects a Google account (such as Gmail) through Provider's OAuth client and affirmatively approves a capability consent screen naming a specific third-party Vendor application on the Canopy Marketplace, Customer expressly instructs and authorizes Provider to execute the requested Google API calls and pass the scoped results to that designated Vendor application solely to provide the user-facing features requested by Customer.
27.1. Immediate Suspension Authority. PROVIDER RESERVES THE ABSOLUTE RIGHT, IN ITS SOLE AND REASONABLE DISCRETION, TO IMMEDIATELY AND WITHOUT PRIOR NOTICE SUSPEND, THROTTLE, RESTRICT, PAUSE (VIA BILLING_STATUS=PAUSED), OR TERMINATE CUSTOMER'S ACCESS TO THE SERVICES, AGENTS, API ENDPOINTS, OR PUBLISHED WEBSITES (VIA PLATFORM LIFECYCLE COORDINATOR OR TERMS_VIOLATION RESTRICTIONS) UPON: (A) ANY BREACH OF THIS AGREEMENT OR ACCEPTABLE USE POLICIES; (B) SUSPECTED FRAUDULENT, DECEPTIVE, OR ILLEGAL ACTIVITY; (C) THIRD-PARTY PLATFORM ABUSE OR CFAA COMPLAINTS; (D) TELECOMMUNICATIONS CARRIER SPAM COMPLAINTS; (E) EXCESSIVE COMPUTATIONAL LOAD JEOPARDIZING SYSTEM INTEGRITY; OR (F) UNPAID OR DISPUTED FEES.
27.2. Zero Liability for Business Interruption. PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSSES, LOST REVENUE, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE, OR DATA INACCESSIBILITY RESULTING FROM PROVIDER EXERCISING ITS GOOD-FAITH ENFORCEMENT OR SUSPENSION RIGHTS. FEES PAID FOR PERIODS OF SUSPENSION OCCASIONED BY CUSTOMER VIOLATIONS ARE NON-REFUNDABLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR THIRD-PARTY MARKETPLACE PENALTIES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PROVIDER'S TOTAL CONSOLIDATED AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, AGENTIC SYSTEMS, MULTIMODAL MEDIA, HOSTED SITES, OR GENERATED OUTPUTS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE APPLICABLE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). NOTWITHSTANDING THE FOREGOING, FOR ANY FREE TIER, TRIAL, BETA, PREVIEW, EARLY ACCESS, OR SELLER-SPONSORED PRODUCT OR FEATURE FOR WHICH CUSTOMER DOES NOT PAY SUBSCRIPTION FEES TO PROVIDER, PROVIDER'S TOTAL AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) IN THE AGGREGATE.
The limitations in this Section 28 do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under this Agreement; or (c) either party's gross negligence, willful misconduct, or fraud.
29.1. Mandatory Individual Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by final, binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or JAMS. The seat, legal place, and venue of the arbitration shall be Boston, Massachusetts, USA. The arbitration shall be conducted in English by a single neutral arbitrator.
29.2. Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS PROCEEDING.
29.3. Equitable Relief Carveout. Notwithstanding the arbitration agreement, either party may seek emergency preliminary injunctive or equitable relief in the state or federal courts located in Boston, Massachusetts to prevent irreparable harm, unauthorized access to systems, or infringement of intellectual property rights.
The Services utilize software and technology subject to US export control laws. Customer shall not export or release the Services to prohibited destinations. The software components are 'commercial products' and 'commercial computer software' under 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212.
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