AI Forge Sandbox Agreement

1.1 You accept this Agreement by ticking the checkbox on the intake form, completing the scroll-gated agreement in the studio, or accessing or using the Sandbox. dfinitiv records each acceptance with a timestamp, the accepting email address, a hashed IP address and the agreement version.

1.2 The individual accepting confirms they are authorized to bind the organization they represent. If they are not, they accept this Agreement personally and are bound by it.

1.3 The Sandbox is offered for business use only. It is not offered to consumers or to anyone under 18.

1.4 You agree that electronic acceptance, records and notices satisfy any legal requirement that they be in writing or signed.

"Sandbox" means the AI Forge website and studio, the MCP server at https://<domain>/mcp, any Brand MCP demo server dfinitiv provisions for you, and the widgets, tools, prompts, configurations, mock datasets, SDK, documentation and underlying platform.

"Sandbox Outputs" means everything created for or in your Sandbox, by any person or AI system, including widget source, tool definitions, server configurations, designs, layouts, prompts, generated code and compiled bundles, whether or not protectable by copyright, patent or other intellectual property law.

"Your Brand Materials" means names, trademarks, logos, colors, fonts, imagery, copy and mock data that you add to your Sandbox.

"Commercial Agreement" means a written agreement for paid use of dfinitiv products signed by authorized representatives of both parties. Purchase orders, vendor portal terms, emails and click-through terms do not qualify unless signed by dfinitiv.

"Authorized Users" means your employees and contractors who access the Sandbox under your account or credentials.

"Usage Data" means logs, telemetry and metadata about the operation and use of the Sandbox, excluding Your Brand Materials.

3.1 You may use the Sandbox solely for your internal evaluation of whether to enter a Commercial Agreement with dfinitiv or, for industry analysts, to understand dfinitiv's products.

3.2 Your Sandbox is available for 30 days from provisioning unless dfinitiv extends it in writing (email from dfinitiv is sufficient).

3.3 This Agreement is non-exclusive. dfinitiv may build, demonstrate and sell similar or identical experiences, widgets and servers to anyone, including organizations in your industry.

4.1 Subject to this Agreement, dfinitiv grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term, for your Authorized Users to access and interact with the Sandbox for the purpose in clause 3.1.

4.2 You are responsible for your Authorized Users' compliance with this Agreement and for all activity under your credentials.

4.3 All rights not expressly granted are reserved by dfinitiv. No license is granted by implication, estoppel or otherwise.

Without a Commercial Agreement, you will not:

• connect the Sandbox or any Sandbox Output to a production system, live member or customer data, a loyalty ledger, or a payment system;
• make the Sandbox or any Sandbox Output available to your customers, members or the public;
• publish or submit any Sandbox Output to an app directory, agent marketplace or AI assistant store;
• copy any Sandbox Output into your own systems, code repositories, design files or products; or
• use the Sandbox to process real transactions.

Any such use is unlicensed and a material breach of this Agreement.

Unauthorized use fee. If you or anyone acting for you uses the Sandbox or any Sandbox Output in breach of this clause 5, you will pay dfinitiv, for each month or part of a month of that use, a fee equal to 150% of dfinitiv's then-current list price for the equivalent production subscription. The parties agree that dfinitiv's damages from such use would be difficult to calculate and that this fee is a reasonable estimate of them, not a penalty. This fee does not limit dfinitiv's right to injunctive relief or its remedies for other breaches, and paying it grants no license.

Compliance verification. On dfinitiv's request, you will certify in writing, signed by an officer, that you and your Authorized Users comply with clauses 5, 6, 7 and 12, and will provide information reasonably needed to verify that certification.

You will not, and will not permit anyone to:

• extract, copy, scrape, export, decompile, disassemble, reverse-engineer, de-minify or redistribute the bundles, SDK, source code, prompts, tool schemas or mock datasets;
• use the Sandbox or any Sandbox Output to build, specify, train, benchmark or improve a competing product or AI model;
• share your magic link or MCP credentials outside your organization;
• remove, obscure or circumvent watermarks, rate limits, access controls or other protections;
• load-test, penetration-test or probe the Sandbox for vulnerabilities without dfinitiv's written consent;
• upload malicious code or content that is unlawful, infringing or defamatory; or
• access the Sandbox from, or for the benefit of, a country or person subject to U.S. sanctions or export restrictions.

7.1 As between the parties, dfinitiv owns the Sandbox and all Sandbox Outputs, whoever creates them: dfinitiv, a dfinitiv partner, you, an Authorized User, or an AI system acting on anyone's instructions. This includes widget source your own AI writes during build calls.

7.2 You hereby assign, and will cause your Authorized Users to assign, to dfinitiv all right, title and interest, including all intellectual property rights, in any Sandbox Output. To the extent any moral rights cannot be assigned, you waive them and agree not to assert them. You will sign documents reasonably requested to confirm this assignment.

7.3 Some Sandbox Outputs created by AI may not be protectable by copyright. Regardless, all Sandbox Outputs are dfinitiv's Confidential Information, and you have no right to use them except as this Agreement permits.

7.4 Do not add source code or other proprietary materials to the Sandbox other than Your Brand Materials. If you do, you grant dfinitiv a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use, modify and commercialize them as part of the Sandbox Outputs and dfinitiv's products.

7.5 Only a Commercial Agreement can change this clause 7.

7.6 No residuals. You may not use Confidential Information or Sandbox Outputs retained in the unaided memory of any person, and no residuals right applies to this Agreement.

8.1 You keep ownership of Your Brand Materials.

8.2 You grant dfinitiv a non-exclusive, worldwide, royalty-free license to host, reproduce, display and adapt Your Brand Materials solely to operate your Sandbox and provide it to you.

8.3 dfinitiv will not use Your Brand Materials in marketing, case studies or demonstrations to anyone else, and will not use them to train or fine-tune any AI model, without your written permission.

8.4 You represent that you own Your Brand Materials or are authorized to use them this way, and that their use in the Sandbox will not infringe anyone's rights. If you add a brand you do not own, for example a partner or analyst modeling a third party's program, you are responsible for having that brand owner's permission. dfinitiv may remove any brand material at its discretion, including on a complaint from a brand owner.

8.5 After your Sandbox ends, dfinitiv will use reasonable efforts to delete Your Brand Materials within 90 days, except copies held in backups and logs until they expire in the ordinary course. dfinitiv may keep the Sandbox Outputs with your branding removed.

9.1 The Sandbox runs on mock data by design. Do not enter real customer or member records, personal information, payment card data, health information, credentials, or any confidential data of yours or anyone else's.

9.2 The Sandbox is not designed to process personal data, and no data processing agreement applies to it. If you enter personal or confidential data, you are solely responsible for it, and dfinitiv may delete it without notice.

9.3 dfinitiv handles information about Authorized Users, such as email addresses and hashed IP addresses, as described in its Privacy Policy.

9.4 dfinitiv may collect and use Usage Data to operate, secure and improve its products and to enforce this Agreement.

10.1 Every tool call is counted. Every read of widget source through get_widget is recorded as an audited source-read event tied to the watermark ID stamped on your build. Every rendered widget carries that watermark as a visible DOM attribute and as a comment in the bundle. These records are used to attribute leaked copies and are retained beyond the ordinary event-retention window for that purpose. You consent to this monitoring.

10.2 dfinitiv treats the Sandbox source, designs and methods as trade secrets. It protects them by shipping minified bundles with no source maps, keeping source out of public paths, watermarking every render, auditing every source read and revoking access on request. Code that a browser renders for you remains dfinitiv's Confidential Information, and its visibility grants you no right to copy or use it.

If you connect your own AI assistant or model to the Sandbox, your use of it is governed by its provider's terms. dfinitiv is not responsible for third-party AI services, for what they do with information you send them, or for the instructions you give them.

12.1 "Confidential Information" means the Sandbox, all Sandbox Outputs, and any non-public features, roadmap, pricing, business or technical information dfinitiv discloses to you.

12.2 You will use Confidential Information only for the purpose in clause 3.1, protect it with at least reasonable care, and disclose it only to Authorized Users who need to know it and are bound by confidentiality obligations at least as protective as these.

12.3 These obligations do not apply to information that is or becomes public through no fault of yours, that you knew before receiving it without a duty of confidentiality, that you develop independently without using it, or that you receive lawfully from a third party without restriction. You may disclose Confidential Information if required by law, after giving dfinitiv prompt notice where lawful and cooperating with any effort to limit disclosure.

12.4 These obligations last for five years after your Sandbox ends. For Sandbox Outputs and trade secrets, they last for as long as the information remains confidential or a trade secret under applicable law.

12.5 Industry analysts may not publish, cite, describe or share screenshots of the Sandbox or its non-public features without dfinitiv's prior written consent.

If you give dfinitiv suggestions or feedback, you grant dfinitiv a perpetual, irrevocable, royalty-free license to use them for any purpose, with no obligation to you.

Neither party will use the other's name or logo, or announce your evaluation, without the other's written consent. You will not state or imply that you are a dfinitiv customer or partner because of this Agreement.

15.1 This Agreement starts when you accept it and ends when your Sandbox expires or either party terminates it.

15.2 dfinitiv may suspend or terminate your Sandbox at any time, for any reason, with or without notice, and may delete it and its contents. You may stop using the Sandbox at any time.

15.3 When this Agreement ends, you will stop using the Sandbox, delete any copies of Sandbox Outputs and Confidential Information in your possession, and confirm deletion in writing on request.

15.4 Clauses 2, 5, 6, 7, 8.4, 8.5, 9, 10, 11, 12, 13, 14, 15.3 and 17 through 23 survive.

dfinitiv may change the Sandbox at any time. dfinitiv may update this Agreement, and you must accept the updated version before your next studio session. An update does not apply to a dispute that arose before it took effect.

THE SANDBOX AND ALL SANDBOX OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR EVALUATION ONLY. TO THE FULLEST EXTENT PERMITTED BY LAW, DFINITIV DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE OR SIMILAR TO THIRD-PARTY MATERIAL, AND YOU MUST NOT RELY ON THEM. THE SANDBOX HAS NO SERVICE LEVEL OR SUPPORT OBLIGATION, AND ITS CONTENT MAY BE LOST.

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL DFINITIV OR ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS, GOODWILL OR COST OF SUBSTITUTE SERVICES; AND (B) THE TOTAL LIABILITY OF DFINITIV AND ITS AFFILIATES, LICENSORS AND SUPPLIERS FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SANDBOX, SANDBOX OUTPUTS OR THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS (US $50) IN THE AGGREGATE. THESE LIMITS APPLY UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF DFINITIV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN, AS THE SANDBOX IS PROVIDED FREE OF CHARGE. NOTHING IN THIS CLAUSE LIMITS YOUR LIABILITY, INCLUDING UNDER CLAUSES 5, 6, 7, 12 OR 19.

You will defend, indemnify and hold harmless dfinitiv and its affiliates, licensors, officers, directors, employees and agents from and against all claims, demands, losses, damages, penalties, fines, costs and expenses, including reasonable attorneys' fees, arising from or relating to Your Brand Materials, any data you enter into the Sandbox, any act or omission of you, your Authorized Users or AI systems acting for you, use of the Sandbox or Sandbox Outputs outside clause 3.1, or your breach of this Agreement. dfinitiv may control the defense of any claim at your expense, and you will cooperate fully. You will not settle any claim without dfinitiv's written consent. Your obligations under this clause are not subject to any limitation of liability.

A breach of clauses 5, 6, 7 or 12 would cause dfinitiv irreparable harm for which money damages would be inadequate. dfinitiv may seek injunctive or other equitable relief in any court of competent jurisdiction, without posting a bond.

This Agreement does not obligate either party to buy or sell anything. A Commercial Agreement prevails over this Agreement for the matters it covers. If the parties have a separate signed non-disclosure agreement, the provision more protective of dfinitiv's Confidential Information controls.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to clause 20, the state and federal courts located in Bergen County, New Jersey have exclusive jurisdiction, and each party consents to their personal jurisdiction. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM THIS AGREEMENT.

Time limit. Any claim against dfinitiv must be filed within one year after it arises, or it is permanently barred.

Attorneys' fees. In any action to enforce clauses 5, 6, 7, 12 or 19, dfinitiv is entitled to recover its reasonable attorneys' fees and costs.

No class or representative actions. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, consolidated or representative proceeding.

23.1 This Agreement is the entire agreement about the Sandbox and supersedes any prior or contemporaneous understanding and any terms in your purchase orders, vendor portals or click-through forms.

23.2 You may not assign this Agreement without dfinitiv's written consent. dfinitiv may assign it without consent, including in a merger, acquisition or sale of assets.

23.3 If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver.

23.4 The parties are independent contractors. There are no third-party beneficiaries. Neither party is liable for delays caused by events beyond its reasonable control.

23.5 dfinitiv may send notices to the email address used to accept this Agreement. Legal notices to dfinitiv go to legal@dfinitiv.io.

23.6 "Including" means including without limitation. Headings are for convenience only.

23.7 You have not relied on any statement, demonstration or representation that is not set out in this Agreement, including statements by dfinitiv sales or partner personnel.

Contact dfinitiv at dfinitiv.io/contact-sales.