Medley Early Access Agreement
Version 2026-10-05.2. Applies when accepted with the order.
Order Form
Early access for approved music booking agencies
Framework Terms
This Order Form incorporates the Framework Terms included below. The Medley Early Access Addendum controls over conflicting Order Form, Key Term or Standard Term provisions, subject to the DPA’s priority for data protection.
Cloud Service
Medley: business software for music booking agencies, including connected email, AI-assisted booking workflows, contextual AI chat, artist/contact/booking management and agreed imports. Included functionality and service commitments are described in the Addendum.
Order Date
The date the Customer completes Medley signup, including agreement acceptance, account setup and payment-method collection, as recorded in the order confirmation.
Subscription details
Pilot
One free 30-day trial for the organisation, starting on the Order Date. Later users share the same end date. Paid service on the billing period chosen at signup, monthly or yearly, starts immediately after the trial unless cancelled beforehand. The exact first charge date is displayed at signup.
Subscription Period
One month or one year, as chosen at signup, following the trial. Renewal for the same period on one organisation-wide billing date. The price guarantee is not a minimum subscription commitment.
Cloud Service Fees
The rate per billable seat for the monthly or yearly plan, as displayed at signup before acceptance and stated in the order confirmation, excluding applicable VAT. The rate chosen at signup is guaranteed for 12 calendar months from the first paid Subscription Period start, with one common end date for all seats. Seat additions, reductions and price notices follow the Addendum.
Payment Process
Automatic payment by the payment method supplied at signup. Fees for each Subscription Period are charged in advance. Positive mid-period seat prorations are added to the next monthly invoice; for a yearly subscription they are invoiced monthly as they accrue. The Customer authorises the agreed recurring charges and accrued final charges described in the Addendum.
Auto-renewal
Automatic renewal for the same period, monthly or yearly. Customer may cancel at any time before the next renewal through available billing controls or by notice to hello@medley.fm. Cancellation takes effect at the end of the current paid period; trial cancellation before conversion prevents the first charge.
Use Limitations
Business use by authorised music booking agency personnel. One individual account and one connected mailbox per billable seat, unless Medley grants a recorded favourable allowance. Normal-use AI and abuse safeguards are in the Addendum.
Technical Support
Support and feedback through hello@medley.fm and any additional channels Medley makes available. Founder-led support on business days, aiming for an initial response by the next business day. This is a support target, not an uptime or resolution-time SLA.
Additions and Modifications
Professional Services
Reasonable whiteglove onboarding is included: configuration, mailbox and roster setup, a team walkthrough and agreed history/contact import assistance. Scope and exceptional work are governed by the Addendum.
Other Changes to Standard Terms
The attached Medley Early Access Addendum is part of this Order Form and expressly modifies the Common Paper Standard Terms.
Medley Technologies OÜ provides this offer to the business agency identified in signup. The agency accepts it electronically through its authorised representative. The order confirmation records the customer, accepted versions, dates and initial seat quantity. No handwritten signature is required.
How these terms work
The Framework Terms have 2 parts: (1) the Key Terms below (including any attached or referenced policies and documents) and (2) the Common Paper Cloud Service Standard Terms Version 2.1 posted at https://commonpaper.com/standards/cloud-service-agreement/2.1, which are incorporated by reference. If there is any inconsistency between the parts of the Framework Terms, the Key Terms will control over the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or Standard Terms.
Key Terms
Legal terms for the Medley early access offer
Effective Date
The Order Date recorded at completed signup.
Governing Law
The laws of Estonia, excluding conflict-of-law rules.
Chosen Courts
The competent courts in Tallinn, Estonia, subject to any mandatory jurisdiction rules.
Covered Claims
Provider Covered Claims: any action, proceeding or claim that the Cloud Service, when used according to the Agreement, violates, misappropriates or otherwise infringes another person’s intellectual property or other proprietary rights.
Customer Covered Claims: any action, proceeding or claim that Customer Content, when used according to the Agreement, violates, misappropriates or otherwise infringes another person’s intellectual property or other proprietary rights.
General Cap Amount
One times the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim, as a cumulative cap rather than a separate cap for each incident. The exclusions and exceptions in Section 8 of the Standard Terms, DPA section 8 and Addendum section 12 apply. No Increased Claims, Increased Cap Amount or additional Unlimited Claims are designated. This does not exclude liability that applicable law prohibits excluding.
Additional Warranties
The included-service and price commitments in the Medley Early Access Addendum apply during the defined Protected Period.
Attachments and Modifications
DPA
The accompanying Medley Data Processing Agreement, including its cover page, Common Paper DPA Standard Terms version 1.1 and Medley DPA Supplement. The accepted version must be supplied or linked at signup and retained with the acceptance record.
Security Policy
Provider will comply with the Security Policy at https://www.medley.fm/security as incorporated at acceptance, and the minimum measures in the accompanying DPA. Updates must not materially reduce the agreed protection. No independent certification or insurance minimum is promised by this offer.
Other Changes to Standard Terms
The Medley Early Access Addendum below applies. Provider: Medley Technologies OÜ, registered in the Estonian Commercial Register under registry code 17468055, VAT number EE102968862, Tornimäe tn 5, 10145 Tallinn, Estonia; notice address hello@medley.fm. Customer identity and notice email are those recorded at signup.
The Common Paper Standard Terms are incorporated by reference. The Medley Early Access Addendum below expressly modifies them. Acceptance of this offer includes these Key Terms, that Addendum and the accompanying Medley Data Processing Agreement.
Medley Early Access Addendum
This Addendum modifies the Common Paper Cloud Service Standard Terms version 2.1. “Customer” means the business agency accepting the offer, and “Provider” or “Medley” means Medley Technologies OÜ. This offer applies to new early access orders accepted with this version; it does not automatically amend an existing design partner agreement.
1. Electronic agreement and trial
Customer’s authorised representative confirms authority to bind the agency and accepts the Order Form, Key Terms, this Addendum and DPA through an affirmative online acceptance. Medley supplies a durable copy or downloadable accepted version and an order confirmation identifying the agency, representative, version, acceptance timestamp, initial seats, trial end and first charge date. Providing a privacy notice is distinct from obtaining contractual acceptance; this Agreement is not blanket consent on behalf of every individual whose data appears in Customer content.
The trial begins at completed signup. Mailbox preparation, the onboarding session and historical imports do not delay that start. Medley may record a favourable extension for a technical onboarding failure. No new trial is created by adding a user or reactivating the organisation. Modifying Sections 5.1 and 5.2, Customer has no minimum paid commitment beyond the current Subscription Period. A yearly Subscription Period is a prepaid commitment for that year only; a framework term does not otherwise create an annual purchase obligation.
2. Billable seats and changes
A billable seat is an enabled ordinary customer user, including an owner or administrator. An invitation alone is free; a seat becomes billable when the invited user activates membership and receives access. The active organisation has at least one billable customer seat. Inviting an additional user beyond current-period capacity authorises the disclosed prorated charge upon activation; a scheduled reduction is adjusted if that capacity is reused. Medley’s authorised internal support or concierge personnel are not customer billable seats. When acting for Medley, those personnel are not Customer’s Users for the account-responsibility, warranty or indemnity provisions of the Standard Terms, including sections 1.3, 6.2, 9.2 and the definition of User. Medley remains responsible for its personnel’s performance of Medley’s obligations, subject to the Agreement’s liability rules. Customer remains responsible for its own instructions and content. Customer administrators may manage invitations, access and billing on Customer’s behalf. Each account is for one individual and the initial allowance is one connected mailbox per seat. Medley may grant recorded favourable exceptions without increasing the agreed fee.
During trial, added seats are free until the organisation’s common trial end. After trial, seats added beyond capacity already paid for or committed for the current period activate immediately and incur a positive prorated charge for the remaining portion of the current Subscription Period. Medley calculates proration by the remaining fraction of that period. For a monthly subscription the charge is added to the next monthly invoice; for a yearly subscription accrued prorations are invoiced monthly. No separate billing cycle starts. If there is no next renewal, accrued prorations may be collected on a final invoice. Medley discloses the charging rule before Customer authorises an invitation or other chargeable change and makes the resulting activation charge available through a billing record or confirmation. A mid-period addition remains payable for the remainder of that period even if the user is removed shortly afterwards; that capacity remains reusable until renewal. Medley may waive an amount in writing at its discretion, without creating an automatic waiver entitlement. Cancellation, removal or reactivation does not erase accrued charges or restart a payment grace period for the same invoice.
Removing a user ends that user’s access immediately. A seat reduction takes effect at the next renewal, without a partial-period credit or refund. A replacement may use that period’s already-paid or committed capacity without a second seat charge. A scheduled reduction is adjusted when that capacity is reused. Customer may schedule a reduction without immediately removing access, effective at period end.
3. Predictable price and renewal
The seat rate chosen at signup is fixed from the first paid Subscription Period start until the date 12 calendar months later; for a yearly subscription that is its first paid year. Customer may ask to switch between monthly and yearly billing with effect from the next renewal; switching does not move the guarantee end date. Every later seat shares that original end date. The free trial is additional to those 12 months. Cancelling or pausing paid use does not extend the original guarantee. During a voluntary return before its end, the same rate applies for the remaining guaranteed period.
Medley may increase the renewal rate only after both the guarantee has expired and at least 30 days’ email notice to the billing contact has elapsed. The notice states the new rate and effective renewal date, with the opportunity to cancel beforehand. The old rate continues until those conditions are met. VAT is additional where applicable; tax treatment depends on verified billing details and law. A tax change is not a seat-rate increase. Medley makes the current recurring charge, billing dates and recorded seat changes and prorations available through its billing service or a written confirmation. Customer may request clarification of an upcoming charge; a continuously updated invoice forecast in Medley is not part of this commitment. During the Protected Period Medley will not end the included service for convenience by declining renewal. Termination for breach, legal necessity and the other express termination grounds remains available. Medley may nevertheless discontinue the service for all customers by giving at least 60 days' written notice to Customer's notice contact. The Protected Period commitments then end on the discontinuation date, Medley refunds prepaid fees for any period after it, and Customer keeps its export, retrieval and deletion rights under section 11.
4. Included service and normal AI use
The Protected Period means the free trial and the original 12-month price-guarantee window while Customer remains entitled to active service. Included core functionality comprises connected email workflows, AI-assisted booking workflows and contextual assistance, and artist, contact and booking records. Medley may develop, modify or replace interfaces, workflows, models, integrations and technical implementations, including introducing assisted or automated functionality. During the Protected Period, such changes must preserve the material utility of the included core service for agency booking work and the agreed price and data protections. This is not a commitment to retain a particular screen, model, implementation or individual workflow, or to deliver a roadmap feature. Ordinary updates to included functionality are included. Optional, genuinely separate future products or add-ons may require a separate purchase; Customer need not buy them to retain the included core service.
AI chat and email extraction are unmetered for normal agency work during the Protected Period, with no usage overage charges. This is not a licence for automated token consumption unrelated to genuine booking work, resale, account sharing, security circumvention or intentionally runaway workloads. Medley may investigate and proportionately limit abusive, compromised or malfunctioning activity, notifying Customer and providing a reasonable route to resolve it where practicable. Legitimate heavy use alone is not abuse. Internal model or infrastructure changes must preserve the promised normal-use service; they must not silently impose new normal-use caps, paywalls or material quality reductions. This provision does not promise unlimited file storage or acceptance of unlimited import volumes.
The non-reduction commitment above extends the warranty in Standard Terms section 6.3 across the Protected Period, including trial, while Customer is entitled to active service. Section 6.4 applies to a breach of that functionality commitment: Customer should report it with sufficient details within 45 days of discovery; Medley will attempt restoration within 45 days of receiving those details, and if restoration fails Customer may terminate the affected service and receive a prorated refund of unused prepaid fees. That remedy does not qualify the fixed-price promise, permit additional charges, or limit separate confidentiality, security, data-protection, switching or mandatory legal rights. A pricing error will be corrected and any overcharge refunded. Material-breach termination rights under section 5.3 remain available.
The service may support manual, assisted and automated actions within Customer’s instructions, authorised functionality and applicable user permissions. An authorised configuration, instruction or enabled automation may authorise a defined class of ongoing actions without separate approval of each action. Medley explains the scope of an automation when it is enabled and applies the relevant permissions; accepting this Agreement alone does not authorise every possible action or a materially new processing purpose.
Early access describes the product’s development stage. Section 12.7’s Beta Products exclusion does not remove these commitments or the Agreement’s security, confidentiality and data-protection obligations from the included service. A separately identified optional experimental feature may have disclosed beta limitations before Customer chooses to use it. AI outputs can be inaccurate; Customer remains responsible for its instructions, automation settings and appropriate oversight of consequential business actions. This does not exclude Medley’s own obligations under the Agreement.
5. Onboarding and support
Included whiteglove onboarding covers reasonable account, user and mailbox setup assistance, roster and workflow configuration, a team walkthrough, and agreed spreadsheet or contact-history imports with ordinary mapping, formatting and validation. The parties agree the sources, approximate scale and responsibilities before material import work. Historical imports do not prevent Customer from starting to use the platform.
Extensive manual reconstruction, substantial bespoke cleanup, research, very large unassessed archives, custom integrations or engineering are outside the included scope unless expressly agreed. Medley will identify a proposed scope change and obtain Customer’s agreement before charging for extra work; uploading files does not itself authorise a charge. Customer supplies data it is entitled to provide through an agreed secure upload route. Support is available through hello@medley.fm and any additional channels Medley makes available, with business-day response targets rather than a guaranteed resolution time. Onboarding, secure file intake and support may be assisted by Medley personnel; no particular scheduling, upload or support interface is promised.
6. Cancellation and failed payment
Customer can cancel renewal at any time before the scheduled start of the next Subscription Period, retaining access until the current paid period ends. The scheduled period start, rather than the timing or success of a payment attempt, determines whether renewal has occurred. Cancellation after that start applies to the following renewal and does not erase charges already accrued for the current period. Cancellation during the trial before conversion prevents the initial subscription charge and retains access for the remainder of the trial, unless Customer requests earlier deletion or a separate contractual suspension or termination ground applies. No ordinary partial-period refund or credit is due for voluntary cancellation or seat reduction. This does not remove a refund expressly due under the Standard Terms for Provider breach or any non-excludable legal remedy.
For a failed initial post-trial or renewal payment, Customer receives 14 calendar days’ grace from the first failed payment attempt for that invoice, with retries and notices. Modifying Section 2.2, Medley may suspend normal access after that grace for an unpaid, undisputed invoice and advance suspension notice. Medley may extend the grace favourably. Separate safety or legal suspension grounds in the Standard Terms remain applicable.
Suspension stops normal active-service use, mailbox sync, ordinary AI processing and scheduled sending, while necessary security, storage/retention, billing recovery and customer-requested export, deletion or restoration handling may continue. Payment recovery, cancellation and data export/deletion request routes remain available. Suspension does not delete the workspace. Medley will stop new recurring charges for future suspended service periods; existing accrued charges remain payable, subject to good-faith dispute rights. Successful payment restores remaining paid coverage. If that coverage has expired, reactivation starts a new expressly confirmed billing period after the outstanding amount is resolved or waived. The invoice that triggered suspension remains subject to the existing accrued-charge rules; suspension does not automatically forgive or prorate it. Medley does not start new recurring charges for subsequent wholly suspended periods and does not automatically send stale scheduled messages on restoration.
7. Archive and return
When active paid access ends or an unpaid account is suspended, Medley retains a recoverable workspace for 12 months from that event, unless Customer requests earlier deletion. The same archive applies when a trial ends without conversion. If the first post-trial charge is attempted and fails, the 14-day payment grace applies first and the archive starts on suspension; a trial cancelled before conversion enters archive at trial expiry. It includes saved bookings, artists, contacts, settings, customer files, retained import originals and stored email history, attachments and user-visible chats. This includes attachment or file contents only where Medley has retained those contents, not merely a provider identifier or download reference. Provider-fetched content that Medley has not retained remains dependent on the original provider, source availability and any necessary reconnection. Medley does not undertake to back up an entire external mailbox. During archive, ordinary active-service sync, AI processing and scheduled sending stop; necessary security, storage/retention, billing and customer-requested recovery or exit handling may continue.
Archival storage, recovery and data exit constitute a continuing limited service, covered by the Agreement and DPA but without a recurring active-seat fee. This expressly modifies Section 5.5 to permit the instructed retention. Customer may request export, earlier deletion or reactivation during archive. Medley sends expiry warnings to the recorded owner/billing contact 30 days and 7 days before planned deletion. After archive expiry, the deletion schedule in the DPA applies. Cancellation and deletion are separate actions. A completed switching request follows section 11’s retrieval and erasure rules; the ordinary 12-month archive is not imposed on a customer who requests an earlier exit or deletion.
Reactivation after active access has expired is a new monthly or yearly Subscription Period without another trial; the original guarantee remains applicable until its unchanged end date. After that date, Medley shows the current price before reactivation. Customer may need to reconnect its mailbox. Deleting Medley’s stored copies does not instruct deletion of messages in the original email provider account.
8. Confidentiality and public entities
Customer retains its rights in Customer Content. As between the parties, Customer may use and export Customer-specific outputs supplied through the service for its business purposes, subject to applicable law and third-party rights. Medley retains its rights in the underlying service, software and shared public directory; this does not restrict export of Customer data under section 11. AI outputs are not guaranteed to be exclusive or eligible for intellectual-property protection. Medley does not expose Customer workspace data to other customer organisations. Organisation-shared business records and user-private mailbox bodies and AI conversations remain subject to the service’s access permissions. This commitment does not prevent Customer-directed sharing or sending, confidential processing by authorised Medley staff and subprocessors, or a disclosure required by law under the Agreement.
Medley may use necessary entity names and disambiguation details from Customer workflows to research matching public businesses, venues and other entities. Shared directory profiles contain independently researched public-source facts only. Customer emails, import rows, booking terms, private notes, relationship histories and the identity or activity of the originating customer are not published in those profiles. Lookup inputs and research diagnostics remain subject to the confidentiality, source-use and retention restrictions even though the resulting public profile can be reused.
9. Service improvement and AI
This section modifies Sections 1.4 and 1.6. Medley may use service metrics, errors, performance and cost data, acceptance/rejection/correction signals and feedback to operate, secure, evaluate and improve the service. Such signals are indicators and are not assumed to be proof that an AI output was correct or incorrect. Customer Personal Data remains governed by the DPA; describing content as feedback, Usage Data, aggregated or de-identified does not remove applicable protection or source restrictions.
Medley personnel may access and confidentially review content as necessary to provide, maintain, secure, troubleshoot, evaluate and improve the agreed service, including onboarding, support and quality assurance, under the DPA. Such access must remain within Customer’s documented instructions, applicable law and binding data-source/provider requirements. Where specific permission is required, the user must affirmatively share identified material or authorise a bounded investigation; ordinary necessary service access does not require a separate approval for every query where no such requirement applies. Scope and any required permission may be recorded through support correspondence or another suitable process, without a prescribed reporting interface. A general rating or acceptance of these terms does not grant unrestricted mailbox or chat access or unrelated reuse rights.
Subject to confidentiality, Applicable Data Protection Laws and applicable source/provider restrictions, Medley may evaluate and improve prompts, extraction workflows and models using eligible public, licensed, synthetic or customer-authorised examples and lawfully created anonymous statistics. Eligibility and permitted uses must be established before reuse; removing names or obtaining customer approval does not by itself establish anonymity or override provider restrictions. Medley must prevent cross-customer disclosure of private content through datasets or outputs. Third-party AI providers may process Customer Content to deliver the service but may not use it to train their own general-purpose models by default.
The parties may agree additional evaluation, training or product-development uses where lawful, with the necessary purpose, permission, safeguards and retention defined. This Agreement does not give unrestricted rights to use Customer Personal Data for Medley’s own purposes. Future market-intelligence features require a documented assessment of the actual sources, anonymisation, confidentiality and applicable provider rights, and any additional notice or permission required. These terms preserve that future option without representing that such use is already authorised.
10. Data scope and document changes
For Sections 3.2 and 13.27, this Cover Page expressly permits ordinary business financial information and incidental special-category, criminal-offence or government-identification information in Customer-controlled booking correspondence, files and relevant booking records, only where necessary for the instructed booking workflow, within the DPA’s scope and safeguards, and where Customer has the required lawful basis and any additional legal condition. Incidental receipt through ordinary correspondence or an import is not by itself a breach of the Prohibited Data restriction; unnecessary sensitive information should be minimised or removed through the available service or support process. This is a limited authorisation of those categories, not an unrestricted exception for all Prohibited Data. Medley does not collect payment-card credentials into workspace content; payment details for the subscription are handled through the payment provider. This exception does not authorise using Medley to store payment-card authentication data. The DPA defines the limited treatment of incidental special-category and criminal-offence data. Systematic sensitive-data processing or use requiring HIPAA or a comparable specialised regime is outside this offer unless separately agreed in writing.
In case of conflict, mandatory applicable transfer clauses control first, the DPA controls personal-data processing next, and this Addendum controls over the Order Form, Key Terms and CSA Standard Terms on other subjects, in that order. The incorporated Security Policy adds safeguards without reducing the DPA. A later web-page edit does not replace an accepted version. Substantive changes to the agreed commercial or data-use terms require the mechanism permitted by the Agreement and applicable law, including affirmative acceptance where necessary. Routine factual updates to vendor or security disclosures may follow their stated update procedure without reducing the agreed protection or authorising a new processing purpose. A privacy notice is explanatory and cannot enlarge contractual data-use rights. Any favourable agency-specific exception must be recorded in writing.
11. Export, switching and data retrieval
Customer may request a copy of its data, switch to another service, port data to its own systems, use services in parallel, or request erasure without switching. Contact hello@medley.fm from an authorised agency account, identifying the workspace, requested scope and destination or authorised recipient. Medley will promptly verify authority and security requirements without using that check to impose an unnecessary obstacle. There is no additional contractual notice period before starting a switching request. An ordinary export does not by itself cancel the subscription.
Medley will provide reasonable assistance, information and cooperation for the agreed exit, maintain appropriate security and act with due care to preserve continuity during transition. The contract continues during the transition. The normal transition completes without undue delay and within 30 calendar days of the request. Where that is technically unfeasible, Medley will notify Customer within 14 working days of the request, explain the technical reason and specify an alternative transition no longer than seven months. Customer may extend the transition once for a period appropriate to its purposes. The parties will record the transition plan, responsibilities, known risks and any extension. Customer and its destination provider must cooperate in good faith and provide necessary receiving-system details.
For a switching request, the active service contract ends on successful completion and Medley will confirm termination. Where Customer instead requests termination and erasure, there is no additional notice period; Medley will confirm termination and carry out the authorised deletion under the DPA. For ordinary cancellation without a switching or erasure request, section 6 continues to apply. Mandatory exit rights are not conditional on paying a disputed invoice; accrued fees remain a separate obligation.
Medley charges no switching, data-egress, standard export or early-termination fee under this offer. Normal subscription fees apply only for active service Customer continues to receive under the agreed transition, subject to its cancellation rights and without a new minimum term. If Medley requires a technical extension, Medley will not charge for transition-only continuation beyond the end of Customer’s otherwise-paid period. Separately requested work unrelated to the required switching assistance may be charged only under a separate prior agreement; required assistance cannot be relabelled as optional paid work.
The export includes the Customer’s stored input and output data, files and the metadata needed to interpret and use them. Categories comprise:
Agency settings, memberships, role assignments and Customer-defined field configuration.
Artists, contacts, companies, venues, festivals, bookings, deal terms, availability, notes and relationships between those records.
Stored emails, headers, folders/labels and message state; drafts, mailouts and scheduled communication records; stored attachments and mailbox/account references.
User-visible AI conversations, retained suggestions, source-evidence references, decisions/corrections and Customer-specific activity/audit information held by the service.
Uploaded files, retained import originals, retained import mappings/results and other Customer-created or Customer-supplied digital assets that remain stored.
Customer-specific identifiers, timestamps, relationships and necessary metadata for those categories, including available public-source facts linked to Customer records, subject to applicable third-party rights.
These categories describe data Medley stores at the time of a request. When Medley retires a feature, it may delete that feature's data after notifying Customer.
Exportable structured data is supplied in one or more structured, commonly used and machine-readable formats, with documentation sufficient to interpret its fields, identifiers and relationships. Retained files are supplied in their retained formats, and stored message content and associated retained attachments in a documented, usable representation. Medley need not supply duplicate representations of the same data in multiple formats or create a bespoke destination-specific conversion, except where applicable law requires otherwise. Requests and delivery may be assisted by Medley personnel. Medley will maintain an up-to-date online register of actual export structures, formats, relevant standards and limitations, accessible through the legal/help information linked from these terms; it need not be a separate page. Medley will provide documented open interfaces for switching to Customer and its authorised destination provider on equal terms and without charge, as required by applicable law. A secure file package may supplement these interfaces; assisted delivery does not remove any applicable interface obligation. No particular self-service export screen is promised.
The exclusions are Medley’s source code and proprietary system prompts; model weights and proprietary internal evaluation assets; infrastructure topology, credentials, encryption keys and security-sensitive system logs; internal telemetry or optimisations that do not constitute Customer exportable data; other customers’ data; and the shared public directory as a whole. Only internal material actually protected by intellectual-property rights, trade secrets or necessary security/confidentiality restrictions is excluded on that basis. These exclusions do not remove Customer inputs, outputs or necessary metadata merely because Medley generated them, and must not obstruct switching. Mailbox passwords/tokens are not exported; Customer authorises its new provider separately. Material already lawfully deleted need not be recreated. Access to user-private mailboxes and chats requires appropriate authority; export must not expose another person’s protected information without a lawful basis.
Medley will explain known format, licensing and destination-system limitations before transfer. It does not promise that another product will implement every Medley feature, but will meet applicable interoperability obligations and cannot rely on this qualification to withhold exportable data. The current export-format register, published on the Security page, identifies the actual methods, structures and limitations rather than treating this clause as technical documentation.
After the transition ends, Customer has at least 30 calendar days to retrieve its export without an active subscription fee. For a completed switch, Customer may expressly choose the remaining ordinary 12-month archive as a later agreed retrieval/storage period; otherwise the 30-day retrieval period applies. Customer may instruct earlier deletion. Following the applicable retrieval period, Medley will erase exportable data and Customer digital assets under the DPA’s live-system and isolated-backup deadlines, subject only to lawful retention exceptions. This limited retrieval/storage service remains covered by the DPA. Any stricter mandatory erasure requirement controls. Customer receives confirmation of completion and, on request, deletion confirmation.
12. Liability, publicity and applicable trade rules
The General Cap Amount and the Standard Terms’ damages rules apply to the extent lawful. No cap, damages exclusion or exclusive remedy in this Agreement excludes or restricts liability to the extent applicable law prohibits doing so, including for intentional non-performance, fraud or gross negligence. This preserves mandatory liability without designating additional voluntary Unlimited Claims. Nothing in this Agreement overrides mandatory data-protection rights, regulatory powers, or liability preserved by applicable transfer clauses. DPA Standard Terms section 8.3 remains unchanged: the fee cap is not a universal ceiling for every possible claim. A near-zero cap during trial is not a representation that mandatory liability disappears.
The mutual third-party intellectual-property indemnities in Standard Terms section 9 are retained, with their stated procedures and exclusions, and subject to the applicable liability rules. Customer Covered Claims are limited to the intellectual-property/proprietary-right claims defined in the Key Terms; no additional indemnity for every breach of the Agreement is created. Ordinary remedies for breach remain available under the Agreement and applicable law.
Replacing section 12.8, Medley may identify Customer publicly or use its name or logo in marketing only with Customer’s prior written or electronic permission. Permission to list a name or logo is not permission to disclose private booking data, publish a case study or imply an endorsement. The parties may record a specific approved use separately.
Replacing section 12.13, each party will comply with export controls, sanctions and trade restrictions legally applicable to that party and its performance of this Agreement, including applicable EU and Estonian rules and any other jurisdiction’s rules that legally apply. Neither party is required to perform an act prohibited by those rules. Medley may restrict or terminate only the affected service to the extent necessary for compliance, giving notice and an explanation where legally permitted. This provision does not treat US law as automatically applicable to every Customer or permit arbitrary termination by reference to an inapplicable restriction. Mandatory rights remain unaffected.
The Common Paper Cloud Service Standard Terms version 2.1 remain incorporated at https://commonpaper.com/standards/cloud-service-agreement/2.1. Common Paper’s standard is used under CC BY 4.0; this Order Form and Addendum contain Medley-specific modifications. All other Standard Terms remain unchanged.