Last updated: July 22, 2026 · Also published in Spanish
These Terms and Conditions (this “Agreement”) are entered into between the entity or person agreeing to them (“Customer”) and Decision Making Systems LLC, d/b/a White Sun, a Delaware limited liability company with its principal place of business at 1701 NW 106 Ave., Pembroke Pines, FL 33026, USA (“White Sun”). This Agreement governs Customer’s subscription to and use of White Sun’s products and services as set forth in one or more order forms, service annexes, or ordering documents executed by the parties that reference this Agreement (each, an “Order Form”), and each individual user’s access to the platform. This Agreement is effective as of the date Customer first agrees to it — by executing an Order Form, creating an account, or checking the acceptance box at registration (the “Effective Date”).
Subject to this Agreement, White Sun will provide Customer with (a) access to Horizon, White Sun’s online decision-simulation platform, on a subscription (membership) basis for the Subscription Term (the “Platform”), and (b) the facilitated, consulting, onboarding, and other professional services described in an Order Form (“Professional Services” and, together with the Platform, the “Services”). Performance of the Services depends on Customer’s timely provision of accurate business context, data, and executive availability reasonably necessary for White Sun to deliver them. Each executed Order Form is incorporated into and governed by this Agreement; in case of conflict, this Agreement controls unless the Order Form expressly supersedes a specific provision by reference.
Customer may access and use the Services on a non-exclusive, non-transferable basis, solely for its internal business purposes, in accordance with this Agreement, the applicable Order Form, and any documentation provided by White Sun. The Platform is provided on a remote, software-as-a-service basis only; no software, source code, or copies are delivered or licensed for local installation.
If Customer and White Sun have separately executed a written services or master agreement, that agreement prevails over this Agreement in case of conflict — including as to fees, confidentiality, data protection, liability, and governing law — and this Agreement governs only matters not addressed there, including each individual user’s use of the Platform. For clarity, the order of precedence is: (first) any separately executed written agreement between the parties; (second) the applicable Order Form, solely where it expressly supersedes a specific provision by reference; and (third) this Agreement.
Customer may allow its employees, agents, contractors, and consultants to use the Services on its behalf (“Permitted Users”), within the limits of participants, sessions, and simulations set out in the applicable Order Form. “Permitted Users” shall in no event include any Competitor, or any employee or contractor of a Competitor. “Competitor” means any person or entity that develops, offers, or is preparing to offer software, simulations, or facilitated programs substantially similar to or competitive with the Services — including business decision-simulation platforms and executive decision-assessment products. A professional advisor or consultant engaged by Customer is not a Competitor solely by reason of providing general advisory services to Customer, provided they do not develop or offer such competing products or programs. Customer remains responsible for the acts and omissions of its Permitted Users. Each account is personal and non-transferable; credentials must be kept strictly confidential; and Customer’s Administrator User controls which team members participate in each simulation. Customer shall promptly notify White Sun at security@whitesun.ai of any suspected credential compromise or unauthorized access, and is responsible for all activity under its accounts.
Customer’s Affiliates may use the Services within the limits of the applicable Order Form solely for the internal business purposes of Customer and its Affiliates, or may execute their own Order Forms under this Agreement, in which case “Customer” refers to that Affiliate for that Order Form. The signing Customer remains responsible for its Affiliates’ compliance. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means more than 50% of voting interests or the power to direct management.
Customer shall not, and shall not permit any third party or Permitted User to: (a) sell, rent, lease, sublicense, or use any Service for timesharing or on behalf of third parties; (b) use any Service to develop or support a product or service competitive with the Services; (c) reverse engineer, decompile, disassemble, or otherwise seek the source code, structure, algorithms, or methodology of the Platform, or create derivative works from it; (d) copy or modify the Services or documentation, or remove proprietary notices; (e) introduce malware or code intended to damage systems or data; (f) circumvent or exceed account limits, or probe, scan, penetrate, or benchmark the Services; (g) use robots, spiders, scrapers, or other automated means to access or extract data from the Services; (h) use the Services in violation of law or third-party rights, including privacy and intellectual property rights; (i) submit content that is unlawful, harmful, or abusive; or (j) impersonate any person or misrepresent affiliation. White Sun may suspend access immediately, without liability, for breach of this Section, suspected fraud or security compromise, or to protect the integrity of the Services.
“Customer Data” means data and content, in any form, provided to or received by the Services from Customer or its Permitted Users, including business context, hypotheses, and financial data loaded for simulations. Customer is solely responsible for the accuracy, content, and legality of Customer Data, represents that it has all rights necessary to grant the licenses below, and warrants that its use of the Services and Customer Data complies with its own privacy policies and applicable law, including data protection laws.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants White Sun a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data solely to: (a) provide the Services; (b) share Customer Data with the third-party services that support the Platform (Section 4); and (c) act on Customer’s written instructions.
White Sun may create data derived from the use and performance of the Services, including from Customer Data, that has been irreversibly de-identified so that it cannot identify Customer or any individual (“Anonymized Data”). White Sun may use Anonymized Data freely, during and after the term, to operate, improve, develop, and market the Services, and owns such Anonymized Data. White Sun will not use or disclose Anonymized Data in any manner that identifies Customer or that could reasonably be used to attribute specific data, scenarios, or results to Customer. Anonymized Data is not Customer Data or Confidential Information.
The Platform depends on third-party services — including cloud infrastructure, hosting, and artificial intelligence models — subject to their own terms, availability, and changes. White Sun may substitute or discontinue third-party services at its discretion, and may modify or suspend affected functionality where third-party changes make it necessary. THIRD-PARTY SERVICES AND ANY OPEN-SOURCE OR THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS”; WHITE SUN IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, TERMS, OR PERFORMANCE OF THIRD-PARTY PROVIDERS, AND SUCH EVENTS DO NOT CONSTITUTE BREACH BY WHITE SUN.
Customer obtains only the limited rights expressly granted in this Agreement. White Sun and its licensors own and retain all right, title, and interest — including all patent, copyright, trade secret, and other intellectual property rights — in and to the Services, the Platform, its code, architecture, interfaces, and databases, the methodologies, frameworks, models, templates, and formats underlying the Services and the Deliverables, the “White Sun” and “Horizon” marks, and all improvements and derivatives of the foregoing (collectively, “White Sun Technology”).
“Deliverables” means the reports, profiles, records, and other outputs generated through the Services, as further described in the applicable Order Form. White Sun grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Customer’s internal business purposes, including disclosure to its employees, advisors, and board members under confidentiality obligations no less protective than this Agreement. Deliverables incorporate White Sun Technology and White Sun Confidential Information and may not be commercialized, distributed, published, or made available to third parties. Ownership of Deliverables is not transferred.
Customer assigns to White Sun, and shall cause its Permitted Users to assign, all right, title, and interest in any suggestions, ideas, or feedback regarding the Services, which White Sun may use freely and without obligation.
Each Order Form has the term stated in it; if none is stated, twelve (12) months from its effective date (the “Subscription Term”). Order Forms do not renew automatically: renewal requires the parties’ express written agreement on scope and pricing, documented in a new Order Form. Unused sessions, simulations, or access expire at the end of the Subscription Term without refund, credit, or carryover, unless the Order Form provides otherwise.
Fees are as set forth in the applicable Order Form, payable in USD by wire or electronic bank transfer against the milestones stated there (not on calendar dates), and are non-refundable except as expressly provided in this Agreement. Fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, withholding, or similar taxes (other than taxes on White Sun’s income), and where withholding applies, Customer shall gross up payments so White Sun receives the full agreed amount. Travel expenses for on-site sessions are invoiced separately per the Order Form. Late amounts accrue a service charge of 1.5% per month or the maximum permitted by law, whichever is less, plus costs of collection.
If Customer’s account is ten (10) or more days overdue, White Sun may suspend access to the Services until amounts are paid in full, without liability and without extending the Subscription Term or relieving Customer of payment obligations.
The Services include artificial intelligence features that generate probabilistic results: outputs may be inaccurate, incomplete, or unsuited to Customer’s purposes, may vary between runs on the same inputs, and may be similar to outputs generated for others. The Services facilitate a process for Customer to analyze and decide; White Sun does not make decisions for Customer, does not provide legal, tax, financial, investment, or other professional advice, and does not guarantee business results, forecasts, or outcomes. White Sun’s obligations are obligations of means, not results. Customer is solely responsible for independently verifying outputs before acting on them and for the decisions it makes; Customer will seek advice from licensed professionals where appropriate.
This Agreement runs from the Effective Date until terminated. Either party may terminate this Agreement on five (5) days’ written notice if no Order Forms are in effect. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days of written notice describing the breach, or ceases operations without a successor, or becomes subject to insolvency proceedings not dismissed within sixty (60) days. Order Forms may not otherwise be terminated for convenience during their Subscription Term, and Customer remains obligated to pay the full contracted fees per the applicable milestones.
Upon expiration or termination: (a) Customer’s and its Permitted Users’ access to the Platform ceases; (b) Customer retains its licensed Deliverables downloaded during the Subscription Term, subject to Section 5.2; (c) each party returns or destroys the other’s Confidential Information; and (d) upon written request made within thirty (30) days after termination, White Sun will make Customer Data available for export. After that 30-day window, White Sun will delete Customer Data from its systems (except where retention is required by law), consistent with its published data retention practices. Customer acknowledges that data deleted during a Subscription Term may persist temporarily in backups until purged in the ordinary course. Sections 2.3, 3, 4, 5, 6.2, 7, 8.2, 9, 10, 11, 12, and 14 survive termination.
White Sun warrants that the Services will be provided in a professional and diligent manner, in substantial conformity with the descriptions in the applicable Order Form. As Customer’s sole and exclusive remedy for breach of this warranty, White Sun will use commercially reasonable efforts to correct or re-perform the non-conforming Services, provided Customer reports the non-conformity within thirty (30) days of its first appearance. This warranty does not apply to non-conformities caused by misuse, unauthorized modification, Customer systems or data, or third-party services, or to Services provided free of charge. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WHITE SUN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WHITE SUN DOES NOT GUARANTEE CONTINUOUS (24/7) AVAILABILITY OF THE PLATFORM.
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND — INCLUDING LOST PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR THE COST OF SUBSTITUTE SERVICES — EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO WHITE SUN DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
White Sun will defend Customer against third-party claims alleging that the Platform or Deliverables, used as authorized under this Agreement, infringe a U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable attorneys’ fees finally awarded or agreed in settlement. If such a claim arises or is likely, White Sun may, at its option: procure the right for Customer to continue use; replace or modify the affected element without materially reducing functionality; or terminate the affected Order Form and refund prepaid, unused fees for the terminated portion. This obligation does not apply to claims arising from Customer modifications, combination with items not provided by White Sun, use in breach of this Agreement, Customer Data, or Third-Party Services. THIS SECTION STATES WHITE SUN’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
Customer will defend, indemnify, and hold harmless White Sun, its Members, officers, and personnel from claims, damages, penalties, and expenses (including reasonable attorneys’ fees) arising from Customer Data or Customer’s violation of law (including privacy laws), Customer’s breach of this Agreement or the restrictions in Section 2, or actions Customer takes or fails to take based on outputs of the Services.
Indemnification obligations are conditioned on: prompt written notice of the claim; the indemnifying party’s exclusive control of the defense and settlement (no settlement admitting fault by, or imposing obligations on, the indemnified party without its consent); and reasonable cooperation, at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own cost.
“Confidential Information” means information disclosed by one party to the other, before or after the Effective Date, that is marked confidential or that reasonably should be understood as confidential — including, for White Sun, the White Sun Technology, methodologies, the Deliverables’ structure, pricing, and the terms of this Agreement, all of which constitute trade secrets. Confidential Information excludes information that is or becomes public without breach, was lawfully known without restriction, was independently developed without use of the discloser’s information, or was rightfully received from a third party. The recipient shall use Confidential Information only to exercise its rights and perform its obligations under this Agreement, protect it with at least reasonable care, and disclose it only to Affiliates, employees, and advisors bound by obligations at least as protective (never to a Competitor). Disclosures required by law are permitted with reasonable prior notice and cooperation to seek protective treatment. Breach may cause irreparable harm; the discloser may seek injunctive relief without posting bond. Confidentiality obligations survive for five (5) years after termination, and for trade secrets, for as long as they remain trade secrets.
White Sun maintains reasonable administrative, technical, and physical safeguards designed to protect Customer Data against loss, misuse, and unauthorized access, disclosure, alteration, or destruction, proportionate to the sensitivity of the data and current technology, as described in its information security program. White Sun will notify Customer without undue delay of any security breach affecting Customer’s personal data processed on its behalf.
Where White Sun processes personal data on Customer’s behalf, it does so as a processor/service provider, solely to provide the Services, on Customer’s documented instructions, and in accordance with applicable data protection law — including, as applicable, Mexico’s Federal Law on the Protection of Personal Data Held by Private Parties and U.S. state privacy laws. Any data processing agreement executed by the parties is incorporated by reference. White Sun’s privacy practices are described in its Privacy Policy at www.whitesun.ai/privacy.