Legal · Contract philosophy

Same paper for every brand.

Plain-English · for legal & procurement Effective 2026-10-12
What this is. A narrative companion to the Master Services Agreement and Data Processing Agreement. Forward to legal, procurement, or finance alongside the contracts so the reasoning arrives with the documents.

1. The principle

Every customer signs the same MSA and the same DPA. Same pricing formula, same refund policy, same data-retention schedule, same security commitments, same SLA, same indemnification, same termination terms. A 50,000-recipient enterprise customer and a 50-recipient nonprofit operate under identical paper. There is exactly one published variant, and it is not a negotiation: a customer that is a public institution (a state agency, public university, school or hospital district, municipality, federal agency, or tribal government) is generally prohibited by law from signing several standard provisions, so MSA Exhibit B applies to every such customer automatically and identically. Published, uniform, readable before you contact us, and unavailable to anyone who is not a public institution. Details in section 4 below.

This is unusual for B2B research firms, which typically expect a 4–8 week redlining cycle. We've structured the company to skip that cycle: standard documents, published before launch, reviewable before any commitment.

2. Why we did it this way

Fairness across customers

Redlining is a leverage-driven process. The customer with the most lawyers, the strongest procurement team, and the biggest deal size gets the most favorable terms. The customer with no in-house counsel gets the standard terms. Redlining creates a structural two-tier system, small customers carry risk on terms a bigger customer's legal team negotiated away.

We chose to make that asymmetry impossible. The MSA and DPA you read are the strongest version of what most enterprise procurement teams ask for. We did the work upfront so a 50-recipient nonprofit gets the same protections as a 50,000-recipient enterprise customer.

Cross-tenant claims that mean something

SweetNote's value depends on cross-tenant comparability. When we publish a benchmark stating "the median Reach — the share of recipients who opened — across the SweetNote network is X%", that statement is meaningful only if every brand in the network operates under the same data-handling, retention, and consent terms. Custom contracts would fragment the network. Same paper for every brand is a research-integrity decision before it's a business decision.

Speed for everyone

A typical custom-contract review cycle takes 4–8 weeks. For us, that's founder-time we can't recover, and for you, it's calendar time on a study you're trying to launch. The same-paper model collapses that to a single read by your legal team. It is built so the path from "we've decided yes" to "campaign live" takes days, not the weeks a redline cycle adds.

It scales without compromising

If we redlined, every additional customer would multiply our legal-coordination overhead. Either we'd hire general counsel (passing the cost back to you in pricing), or we'd progressively get worse at responding to customers. Standard terms is how we keep both customer count and customer-experience rising together.

3. What this means for your team

Concrete implications for the buyer-side procurement work:

Legal review

One read, one decision. Either the standard MSA + DPA work for your organization, or they don't. No negotiation cycle, no back-and-forth attorney costs. Your legal team's job is to read the contracts, evaluate them against your standards, and recommend yes or no. Expected effort: 3–7 business days.

Procurement / vendor onboarding

Most production studies are paid by invoice (Net-30), corporate AP systems require vendor records to issue checks against invoices. We've made this fast so it's not a bottleneck. The vendor pack is pre-signed/pre-filled and available on request (portal-direct downloads are on the post-launch roadmap); what's left is a small set of brand-specific items.

On request, fast turnaround: pre-signed W-9, bank-account banking instructions (ACH / wire details), anti-bribery + anti-corruption attestation, and modern-slavery declaration in 1–2 business days; pre-filled SIG Lite + SIG Core + CAIQ in 5. Counter-signed MSA + DPA PDFs are generated automatically when you accept terms at checkout.

Certificate of Insurance: SweetNote maintains commercial general liability ($1M/$2M), professional liability / errors-and-omissions ($1M/$2M), and cyber-liability coverages for the duration of your active engagement, at the floors stated in MSA §9.5; limits are reviewed as engagement size and data scope warrant, and the certificate evidences the limits actually in force. A Certificate of Insurance evidencing those coverages is typically issued by the carrier within 1–2 business days of request to legal@thesweetnote.com. On written request, SweetNote names you as an additional insured on its Commercial General Liability policy, on a primary and non-contributory basis with waiver of subrogation (MSA §9.5); the endorsed certificate typically issues within 1–2 business days.

Returned in your format within two business days: brand-specific vendor portal forms (Coupa, Ariba, Workday, custom), state-specific tax classification questionnaires beyond W-9, diversity / supplier-classification surveys (informational only).

Available on request, longer turnaround: custom security questionnaires beyond SIG/CAIQ. We typically suggest the pre-filled SIG Lite/Core or CAIQ in lieu of custom (same scope, industry standard); if a custom questionnaire is required, 5–10 business days.

None of this gates campaign launch, deliverable artifacts unlock the moment commercial commitment is recorded, and reveal pages render on your specified activation date once the study is paid. What we don't accept: redlines to the MSA, DPA, or any of our standard documents.

Security review

Pre-filled SIG and CAIQ responses are part of the procurement bundle (request from trust.html). Most of the standard vendor security questionnaires are answered before your IT/security team opens them. They review our answers; we revise on points where the answer is unclear or your team needs more detail. Expected effort: 5–10 business days.

Finance / budget approval

Per-study pricing is published. Your finance team has a concrete number to attach to a budget request the day you scope the study. Use the calculator's Print this scoping button to generate a one-page artifact with methodology, sample size, formula breakdown, statistical resolution, and procurement specifications, designed to be forwarded with a budget request email. Expected effort: fits inside whatever your normal budget-request cycle is; no separate vendor pricing negotiation step.

Invoicing

Automated payment paths, all on the same paper:

Both paths are fully automated end-to-end. No 50/50 splits, no custom payment schedules, no quarterly retainers. Each study is a single line item on a single invoice. Renewal isn't a calendar event, you buy a new study when you need a new study.

Renewal / annual review

There isn't one in the conventional sense. Per-study pricing means there's no annual contract anchor that auto-renews. Your relationship with SweetNote is built study by study; if a year goes by without a new study, no renewal happens. If you run four studies in a quarter, no separate annual paperwork is required. The MSA + DPA you signed at the first study persist; the per-study SOWs accumulate independently.

4. What we do and don't accept

+ What we accept
  • Jurisdiction-required compliance language: e.g., state Attorney General requirements, industry-specific regulatory clauses (HIPAA-adjacent for healthcare-research customers, FERPA for education; the DPA's Regulated data clause is the published baseline: SweetNote is not a business associate and takes no protected health information, education records or financial-account data). International customers (UK, EU, Canada) are not yet supported; international expansion is on our post-launch roadmap.
  • Form-only changes: your company name, contact information, custom subdomain configuration, designated billing address, named technical contact.
  • Notice and termination clauses required by your jurisdiction or industry regulator: specific notice periods, regulator-mandated dispute-resolution forums, etc.
  • Change-of-control protection: if SweetNote is acquired, you receive 90 days’ written notice before the assignment takes effect. If the successor is a competitor of yours, you may terminate within that 90-day window and receive (a) a full refund of fees paid for any study still in pre-activation status, and (b) a pro-rated refund for the unexpired portion of any study active at the effective date of the change of control. Same wording in every MSA; no negotiation required.
  • Vendor-onboarding pack: W-9, bank-account banking instructions (ACH / wire details), anti-bribery + modern-slavery attestations, SIG Lite, SIG Core, CAIQ are pre-signed/pre-filled and available on request — W-9, banking, and attestations in 1–2 business days, SIG/CAIQ in 5 (portal-direct downloads are on the post-launch roadmap). A Certificate of Insurance evidencing the coverages SweetNote maintains (per MSA §9.5) is typically issued by the carrier within 1–2 business days of request. Brand-format vendor portal forms (Coupa, Ariba, Workday, custom) are completed in your format within two business days. Most procurement-driven brands need this for the pay-by-invoice path; pay-now customers can ignore it.
  • Counter-signed copies: if your procurement team needs a formally signed PDF for the audit file, we generate one. The terms are unchanged; only the signature ceremony differs.
  • Public-entity terms, if you are a public institution: a state agency, public university, school or hospital district, municipality, federal agency, or tribal government is often legally prohibited from indemnifying a private company without limit, from accepting a duty to defend (only your Attorney General represents you), and from consenting to another state’s exclusive courts. That is a question of legal capacity, not of how much risk anyone is willing to carry, so no amount of negotiation would fix it. We publish one uniform set of Public Entity Terms (MSA Exhibit B) that applies automatically to every qualifying customer: every indemnity is capped, each applies only as far as your law and your appropriations allow, you indemnify but do not defend, your own state’s law and courts govern, and your sovereign immunity is untouched. Nothing is negotiated and nothing is redlined — it is the same published paper, keyed to what your institution is permitted to sign. Same price, same DPA, same SLA, same warranties.
− What we don't accept
  • Pricing redlines: the published per-study formula is the price. Same number for every brand at the same study size, founding partners included. No redlines and no negotiated terms; the one departure SweetNote may make is a one-off concession on a single study, at its discretion, recorded on that study’s Order Form (MSA §13.18(vi)); it is never a rate, tier or program and changes no contract term. What founding partners receive instead of a discount is the precision commitment in MSA §4 (methodology premium credited if the study does not reach its agreed precision target) plus named citation and founder access, codified in MSA §7.2.
  • Refund-policy redlines: activation-date-gated resolution and termination-for-cause are firm. The full policy is at /legal/refund-policy.
  • Negotiated indemnification caps: the standard caps are calibrated for the per-study price model, and a cap negotiated deal-by-deal is exactly the leverage asymmetry we removed. The published Public Entity Terms above are the one variant, and they are not a negotiation — they are a second published paper that every qualifying institution gets identically, on request or on our own identification of your status.
  • Liability-cap negotiations: same reasoning, and the same single published exception.
  • Custom data-residency commitments beyond the standard DPA: data is stored in US-East at launch; international residency is on the post-launch roadmap. Deeper customizations break the cross-tenant architecture.
  • Exclusivity / category-exclusivity provisions: never. Independence from any single seller is a research-integrity commitment we make to every customer; it's not negotiable in either direction.
  • Custom retention schedules beyond the standard DPA: per-recipient Personal Data is automatically deleted 30 days after the engagement window closes; aggregate engagement events (without recipient identifiers) retain 24 months rolling. Customer may negotiate an even shorter per-recipient retention window in the MSA, same wording, every customer. Other custom retention windows fragment the retention guarantee.

5. The flow from signup to live

The platform is self-serve. Contract execution is automatic for studies of any size: you accept in-portal at checkout and SweetNote's counter-signature is applied automatically within minutes, with no counter-signature delay and no sales call required. For studies of $10,000 and above and every Gift Lift study, an optional methodology / scope review before the study goes live is on by default and can be declined; below $10,000 it is opt-in. It is never required, and a traditional dual counter-signature is available on request; neither changes how the contract is executed. The steps below describe what your team does in-portal.

Sign up → campaign live
Step 1

Sign up, instant. Email sign-in at login.html creates the portal account. No contracts, no payment commitment yet.

Step 2

Configure your campaign, your speed. Pick the methodology and sample size, upload the recipient CSV, record or upload the video, configure brand identity (logo, colors, custom subdomain). Free to draft and revise; nothing has been committed.

Step 3

Review terms and pay, checkout. The MSA, DPA, and the SOW auto-generated from your campaign configuration are presented in-portal as one consolidated review. Accept (clickwrap; binding immediately) and choose to pay now (credit card) or pay by invoice (Net-30, payable by credit card or bank account).

Step 4

Unlock artifacts and launch, deliverable artifacts (QR ZIP, variable-data CSV) unlock the moment commercial commitment is recorded. Counter-signed PDFs are generated automatically and dropped into the portal for your audit file. You export QRs and ship via your fulfillment. Reveal pages render on your specified activation date once the study is paid (card at checkout, or when the invoice is paid) and your video is ready to serve. The dashboard starts filling with the first scan.

Automated payment paths, all turnkey: Pay-now (credit card) is typical for pilots and small studies; signup-to-artifacts-unlocked in minutes. Pay-by-invoice (Net-30) is typical for production studies; artifact-unlock gated only by your countersignature time. The platform itself adds no delay either way. Standard vendor materials are available on request (W-9, banking instructions and attestations in 1–2 business days; SIG / CAIQ in 5); a COI evidencing the coverages SweetNote maintains (MSA §9.5) is carrier-issued within 1–2 business days of request; brand-format vendor portal forms have a 2-business-day SLA.

6. When this isn't a fit

The same-paper model works for the substantial majority of B2B research-grade buyers. It doesn't work for everyone. If your procurement process requires substantive contract negotiation as a matter of policy, not because of any particular issue with our terms, but because your organization redlines every vendor contract by default, SweetNote is unlikely to be a fit, and we'll say so.

This is a fit issue, not a price issue or a willingness-to-engage issue. Some organizations are structured so that signing standard terms with any vendor would itself violate their procurement policy. We'd rather acknowledge that early than waste your team's time on an evaluation that ends in a deadlock.

If we're not a fit, we'll be direct about it on the first call. Where appropriate, we'll connect you with traditional research firms whose pricing models accommodate the redlining cycle. The major established research-firm peers all operate on negotiated-MSA models and may serve your team better.

7. How this might change

The same-paper model is a deliberate design choice, not an inviolable principle. As SweetNote matures, the standard MSA may add new options, for example, a standardized Enterprise Addendum for customers who need specific data-residency or audit-frequency configurations beyond the base DPA, but those additions would still be standardized options, available to every customer at the same scope, not negotiated case-by-case. The fairness commitment doesn't change.

If a particular standard term proves consistently problematic across multiple customers' legal reviews, we'll change the standard term, for everyone, rather than negotiating it case-by-case. That's how the standard evolves in the same-paper model: by signal from many customers, not by leverage from one.

8. Where to go from here

If you've read this far, your team is doing the procurement work seriously. Concrete next steps depending on your role:

This document is a narrative explanation of the same-paper model. It is not part of the executed Master Services Agreement and creates no contractual obligations. The substantive terms are governed by the executed MSA and DPA. If anything in this document conflicts with the executed contracts, the contracts govern.