1 Agreement & Acceptance
These Enterprise Terms of Service (the "Agreement") are entered into between Sartori, Inc., a Delaware corporation with a mailing address of P.O. Box 214, Bloomington, Illinois 61702 ("Sartori," "we," "us"), and the entity that accepts this Agreement or that executes an Order Form or Statement of Work referencing it (the "Client," "you"). Sartori and Client are each a "Party" and together the "Parties."
By executing an Order Form, signing a Statement of Work, clicking to accept, or accessing or using the Services, you agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
This Agreement governs Sartori's enterprise, business-to-business services only. It does not govern any consumer product or application offered by Sartori, which is subject to separate terms.
2 Definitions
- "Services" means the Reverse Intelligence Snapshot, assessments, analyses, and any other enterprise services described in an Order Form or Statement of Work, together with the associated Sartori Fashion Intelligence Platform used to deliver them.
- "Order Form" or "Statement of Work" ("SOW") means an ordering document or scope document executed by both Parties that references this Agreement.
- "Client Data" means data, files, and materials that Client (or a third party on Client's behalf) provides to Sartori for processing, including historical order, product, sales, and returns data.
- "Deliverables" means the reports, analyses, roadmaps, and other work product Sartori delivers to Client under an Order Form, including the Reverse Intelligence Snapshot report and ROI roadmap.
- "Sartori Technology" means Sartori's platform, models, algorithms, software, methods, know-how, and all related intellectual property, and any improvements thereto.
- "Aggregated Data" means data that is derived from Client Data but is aggregated and/or de-identified such that it does not identify Client or any individual and cannot reasonably be used to re-identify them.
- "Confidential Information" has the meaning in Section 9.
3 The Services
Sartori will provide the Services described in each Order Form. The initial commercial offering is the Reverse Intelligence Snapshot: Client provides historical data via a secure export (e.g., CSV), Sartori analyzes that data to identify likely root causes of product returns, and Sartori delivers executive-ready findings and a prioritized action roadmap.
The Services are advisory and analytical in nature. Deliverables are recommendations and estimates. Client is solely responsible for its own business decisions, operations, pricing, merchandising, and any actions it takes or declines to take based on the Deliverables.
Sartori may modify, improve, or update the underlying methods and platform used to deliver the Services, provided that such changes do not materially reduce the core functionality of Services already ordered.
4 Orders & Scope
Each engagement is defined by an Order Form or SOW specifying the scope, deliverables, timeline, fees, and any assumptions or dependencies. In the event of a conflict, the Order Form controls over this Agreement for the subject matter of that order, except for Sections 6, 7, 12, 13, and 14, which control unless expressly overridden in a signed writing.
Timelines are estimates and depend on Client's timely delivery of complete, accurate Client Data and reasonable cooperation. Delays caused by Client may extend delivery dates accordingly.
5 Client Data & Client Responsibilities
Ownership. As between the Parties, Client owns and retains all right, title, and interest in and to Client Data. Client grants Sartori a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and analyze Client Data solely to provide the Services, to produce Deliverables, and as otherwise permitted under Section 7.
Client warranties. Client represents and warrants that: (a) it has all rights, consents, and lawful bases necessary to provide Client Data to Sartori and to authorize the processing contemplated by this Agreement; (b) Sartori's use of Client Data as permitted here will not violate any law or third-party right; and (c) Client Data does not knowingly contain payment card data, government identifiers, health information, or other special-category data unless the Parties have agreed in writing to appropriate safeguards.
Personal data. Client should provide data in de-identified or pseudonymized form wherever practicable. To the extent Client Data contains personal data of end consumers, Sartori acts as a processor / service provider on Client's behalf and processes such data only per Client's documented instructions and the Data Protection terms in Section 6.
Cooperation. Client will provide accurate data, designate a point of contact, and respond to reasonable requests needed to perform the Services.
6 Data Protection & Security
Security measures. Sartori will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data against unauthorized access, use, or disclosure, including encryption of Client Data in transit and at rest, access controls, and least-privilege access.
Processing scope. Sartori will process Client Data only to provide the Services and as permitted by this Agreement, and will not sell Client Data.
Sub-processors. Sartori may engage sub-processors (e.g., cloud infrastructure providers) to support the Services, provided Sartori remains responsible for their compliance with obligations no less protective than those in this Agreement.
Retention & deletion. Sartori will retain Client Data only as long as needed to provide the Services and for a period of twenty-four (24) months thereafter for support and reproducibility, after which Sartori will delete or de-identify Client Data upon Client's written request, except for Aggregated Data and copies retained in routine backups or as required by law.
Data protection addendum. Where required by applicable data protection laws (e.g., GDPR, UK GDPR, CCPA/CPRA), the Parties will execute Sartori's Data Processing Addendum, which, once executed, is incorporated into this Agreement by reference and governs in the event of any conflict on data protection matters.
Incident notice. Sartori will notify Client without undue delay after becoming aware of a confirmed breach of security leading to the unauthorized disclosure of Client Data, and will cooperate reasonably in Client's investigation.
7 Aggregated & De-identified Data
Sartori may generate and use Aggregated Data derived from processing Client Data to operate, develop, train, and improve the Services and Sartori Technology, and to produce benchmarks and industry insights. Sartori will only use and disclose Aggregated Data in a form that does not identify Client or any individual and that does not reveal Client's Confidential Information. As between the Parties, Sartori owns all Aggregated Data and all improvements to Sartori Technology.
Except for Aggregated Data as described above, Sartori will not use Client's raw, identifiable Client Data to train models for the benefit of Client's competitors or any third party without Client's prior written consent.
8 Deliverables & Intellectual Property
Sartori Technology. Sartori exclusively owns all right, title, and interest in and to the Sartori Technology and all intellectual property therein. No rights are granted except as expressly stated in this Agreement.
Deliverables license. Upon Sartori's receipt of full payment for the applicable Order, Sartori grants Client a non-exclusive, perpetual, worldwide license to use the Deliverables internally for Client's own business purposes. Deliverables may embed or reflect Sartori Technology, which remains owned by Sartori; Client may not resell, sublicense, or publicly distribute the Deliverables or use them to build a competing product.
Feedback. If Client provides suggestions or feedback, Sartori may use it without restriction or obligation.
9 Confidentiality
"Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that reasonably should be understood to be confidential, including Client Data, the Deliverables, Sartori Technology, and the terms of any Order Form.
The Recipient will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the Recipient, was lawfully known without obligation, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if legally compelled, giving reasonable prior notice where permitted.
10 Fees & Payment
Client will pay the fees stated in each Order Form. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date, in U.S. dollars. Late amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. Fees are exclusive of taxes; Client is responsible for applicable sales, use, and similar taxes, excluding taxes on Sartori's net income. Except as expressly stated, fees are non-refundable and Deliverables are non-cancellable once work has begun.
11 Term & Termination
This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate this Agreement or an Order Form for the other Party's material breach that remains uncured for thirty (30) days after written notice. Either Party may terminate immediately if the other becomes insolvent or subject to bankruptcy proceedings.
Upon termination: (a) Client will pay all fees accrued through the effective date of termination, including for work performed; (b) each Party will return or destroy the other's Confidential Information on request, subject to Section 6 retention and routine backups; and (c) Sections 5 (ownership), 7, 8, 9, 12, 13, 14, 20, and 21 survive.
12 Warranties & Disclaimers
Sartori warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, DELIVERABLES, AND SARTORI TECHNOLOGY ARE PROVIDED "AS IS" AND SARTORI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. SARTORI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ACCURACY OF ANY ANALYSIS DEPENDS ON THE COMPLETENESS AND ACCURACY OF CLIENT DATA.
13 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SARTORI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
"Excluded Claims" means (a) a Party's indemnification obligations, (b) breach of confidentiality, (c) Client's payment obligations, and (d) a Party's gross negligence or willful misconduct.
14 Indemnification
By Client. Client will defend and indemnify Sartori against third-party claims arising from (a) Client Data, including any claim that Sartori's authorized processing of Client Data infringes or violates a third party's rights or applicable law, and (b) Client's breach of Section 5.
By Sartori. Sartori will defend and indemnify Client against third-party claims that the Sartori Technology, as provided and used in accordance with this Agreement, infringes such third party's intellectual property rights, excluding claims arising from Client Data or Client's combination of the Deliverables with materials not provided by Sartori.
The indemnifying Party's obligations are conditioned on prompt notice, sole control of the defense, and reasonable cooperation. This Section states each Party's exclusive remedy for third-party infringement and similar claims.
15 Publicity
Neither Party will use the other's name, logo, or trademarks in marketing or public communications without prior written consent, except that Sartori may identify Client as a customer (by name and logo) in its customer lists and marketing materials. Any consented use will follow the other Party's brand guidelines and may be revoked prospectively on notice.
16 Compliance with Laws
Each Party will comply with laws applicable to its performance under this Agreement, including applicable data protection, export control, anti-corruption, and sanctions laws. Neither Party will export or provide the Services in violation of applicable export or sanctions laws.
17 Force Majeure
Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, or third-party service outages.
18 Relationship of the Parties
The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Neither Party may bind the other. There are no third-party beneficiaries.
19 Assignment & Notices
Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice. Any other attempted assignment is void.
Notices. Legal notices must be in writing and sent to the addresses on the Order Form or to r.michael@sartori.ai for Sartori, and are effective on receipt. Operational communications may be sent by email to each Party's designated contact.
20 Governing Law & Disputes
This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Binding arbitration. Except for the court relief described below, any dispute, claim, or controversy arising out of or relating to this Agreement, or its breach, termination, or validity, will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before a single arbitrator, seated in McLean County, Illinois, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own attorneys' fees and an equal share of the arbitrator's and AAA's fees, unless the arbitrator determines otherwise.
Court relief. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in or serving McLean County, Illinois to protect its intellectual property or Confidential Information, and both Parties consent to the exclusive jurisdiction and venue of those courts for that limited purpose. To the extent any matter is heard in a court under this Section, each Party irrevocably waives any right to a trial by jury.
Individual basis. All disputes will be arbitrated only on an individual basis. The Parties waive any right to bring or participate in a class, collective, consolidated, or representative proceeding.
21 General
This Agreement, together with all Order Forms, SOWs, and any DPA, is the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. Any amendment must be in a writing signed by both Parties (an Order Form may add scope without amending these Terms). If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. A Party's failure to enforce a provision is not a waiver. Headings are for convenience only.
22 Contact
Questions about this Agreement may be directed to Sartori at r.michael@sartori.ai or by mail to Sartori, Inc., P.O. Box 214, Bloomington, Illinois 61702.