Inscendo — Marketplace Publisher Agreement

Effective Date: October 7, 2026 for Publishers already bound to an earlier version — thirty (30) days' notice under MSA § 15.1. For a Publisher accepting this Agreement for the first time, this Version 1.6 is effective on acceptance, and is the version that Publisher is bound by. Until October 7, 2026, a Publisher already bound remains on the version it accepted: Version 1.5 takes effect for those Publishers on September 24, 2026 and Version 1.4 on September 15, 2026; Version 1.0 was effective July 17, 2026, and Version 1.1 was superseded by Version 1.2 before taking effect. Version: 1.6 (September 7, 2026 — § 6.5 and § 6.7(d) amended to state the one refund Inscendo initiates. The Service now collects every payment in a referral signup sequence before a tenant is created; where such a registration expires before every payment has been collected, no tenant and no installation of Publisher's Capsule ever existed, and Inscendo cancels the subscription and refunds the payment on Publisher's connected account on Publisher's behalf. § 6.7(d) authorises that, and § 6.5 now carves it out of the general rule. Nothing else moves: Publisher remains merchant of record, Inscendo still never holds the funds, and no other refund, chargeback, or dispute becomes Inscendo's. Version 1.5 (August 25, 2026 — new § 6.7. § 6.1 let Publisher set recurring fees and § 6.2 made Publisher the merchant of record, but nothing said what being the merchant of record for an automatically renewing charge actually requires. § 6.7 states it: a receipt after every charge including each renewal, carrying cancellation instructions, as the payment-card networks' subscription standards require of the merchant of record; keeping receipt emails enabled on the connected account, since a direct charge is receipted from Publisher's Stripe settings, which Inscendo does not control and cannot see; compliance with automatic-renewal and negative-option law as the seller; honouring an installer's uninstall-cancellation immediately with no re-billing, retention step, or required contact; no indirect price increase around § 6.1A; responsibility for a refund policy that addresses mid-period cancellation, since uninstalling cancels immediately; and an indemnity for Publisher's own recurring-billing conduct. Allocates to Publisher obligations that already attach to it as merchant of record; it does not move any obligation from Publisher to Inscendo, or create a new fee. Version 1.4 (August 14, 2026 — § 9.1, § 9.2 and § 9.3 added to satisfy Texas fair-notice law, on the same basis as MSA § 12.2A–C: the § 9 indemnity now states expressly and conspicuously that it reaches a claim alleging Inscendo's own negligence contributed, and carves out Inscendo's sole negligence, gross negligence, willful misconduct, fraud and unlawful conduct, with a proportionate reduction for Inscendo's allocated fault. No new category of claim was added to § 9(a)–(f). Version 1.3 (August 14, 2026) — § 5.10 "Independent development; no functional exclusivity" and § 5.11 "Inscendo will not intentionally clone a Capsule" added, and § 5.3(b) bounded to match: publication confers an exclusive listing right, never exclusivity over an industry, market, use case, workflow, feature, or capability, and similarity alone does not establish copying. § 5.6 Tribal Knowledge split into Feedback, identified customization signals, and aggregated learning — unrestricted cross-product use now reaches only the aggregated, de-identified form already governed by MSA § 4.5. § 5.2 made the single controlling statement of Capsule License survival, with Inscendo's deactivation power enumerated rather than discretionary; § 8.3 and § 11.2 restated to defer to it. § 5.12 added: Publisher bears its own investment risk, with the § 6.1A price lock, the § 5.3(b) listing right, and § 5.2 survival expressly preserved. § 6.4 no longer self-certifies Inscendo's status under any marketplace-facilitator tax statute. § 5.1 limited to its stated purposes.) Provider: Inscendo Automation Inc.

This Marketplace Publisher Agreement ("Publisher Agreement") governs the publication, distribution, and monetization of capsules, widgets, automations, skills, knowledge documents, and similar artifacts (collectively, "Capsules") through the Inscendo marketplace (the "Marketplace"). It supplements and is incorporated into the Inscendo Master Subscription Agreement ("MSA"). In the event of conflict between this Publisher Agreement and the MSA, this Publisher Agreement controls with respect to publication of Capsules.

By electing to publish a Capsule on the Marketplace, you ("Publisher") accept this Publisher Agreement. Capitalized terms not defined here have the meanings given in the MSA, the Acceptable Use Policy ("AUP"), and the AI Code of Conduct. Installer-side use of Capsules is governed by the Marketplace Installer Terms (served at /legal/marketplace-terms), which are incorporated into each installer's MSA.

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1. The Marketplace

1.1 The Marketplace is a feature of the Service through which Subscribers may publish Capsules and other Subscribers may install and use Capsules. Each Capsule is published with metadata, optional pricing, optional install fees, optional recurring fees, optional per-seat fees, and optional per-call fees, all set by the Publisher subject to this Publisher Agreement.

1.2 Inscendo provides the Marketplace as a distribution channel for Capsules that Publishers develop and supply. Inscendo does not curate, edit, or guarantee the quality, security, or accuracy of any Capsule. Inscendo may, but is not obligated to, review submissions. That Capsules are typically built using Inscendo IQ does not change this allocation; see § 1.5.

1.3 Source-available distribution model — read this before publishing. The Marketplace distributes Capsules in source form. Publisher acknowledges and agrees that:

(a) publishing a Capsule causes the Capsule's complete source — code, configuration, prompts, SQL, documentation, and the full text of any bundled skills and background agents — to be delivered into the tenant of every installer, where the installer and the installer's AI agent can read it and, after the installer unlocks it, modify and customize it. Read-and-customize is a core, advertised feature of the Service, not a defect, unauthorized access, or breach;

(b) portions of a listed Capsule — including listing metadata, documentation, widget prompts, SQL definitions, and the full text of bundled skills and background agents — are viewable by any authenticated Subscriber before installing (transparency-before-install);

(c) the Service offers no source-sealing, obfuscation, compiled-only, or hidden-source distribution option;

(d) copies delivered to installers are not retrieved when a Capsule is withdrawn, delisted, removed, or refunded, when Publisher's account terminates, or when this Publisher Agreement terminates. Delivery of source to an installer is, as a practical matter, irreversible;

(e) Publisher should publish only material Publisher is prepared to disclose on these terms. Publisher must not publish material Publisher regards as a trade secret or is under an obligation to keep confidential.

1.4A Where a Capsule's value lies. The Marketplace is designed on the premise that source code has become inexpensive to produce and is no longer the primary store of a software product's value. The durable value in a Capsule lies in Publisher's processes, feature and product development, marketing, end-user education and support, brand, and the trust Publisher earns from installers. The protections in this Publisher Agreement are built around that premise — contractual license limits, best-effort platform policing, price integrity, and Publisher's brand and exclusive listing right — not around code secrecy or code ownership.

1.4 No confidentiality in published Capsules. A published Capsule and its source are not Confidential Information of Publisher under MSA § 8 or otherwise, and Inscendo owes Publisher no confidentiality, non-disclosure, or trade-secret obligation with respect to them. Publisher waives, and agrees not to assert against Inscendo, or against any installer acting within the scope of its license, any claim — including trade-secret misappropriation — premised on the visibility, delivery, retention, reading, or licensed modification of published Capsule source as described in § 1.3. This § 1.4 does not license anyone to act outside the Marketplace Installer Terms, and does not waive Publisher's claims against a party who exceeds or breaches that license.

1.5 AI-built Capsules; authorship and responsibility — read this with § 4 and § 9. Capsules on the Service are typically built with Inscendo IQ: the Service's AI generates, builds, migrates, modifies, repairs, and packages Capsule source at Publisher's direction, on Publisher's instructions and prompts, and subject to Publisher's supervision, review, testing, and decision to publish. Publisher acknowledges and agrees that:

(a) Publisher is the developer and supplier of each Capsule it publishes — as between Publisher and Inscendo, and as toward installers, installers' end users, and third parties. Publisher chooses what the Capsule does, directs how it is built, decides whether it is fit to publish, and publishes it under Publisher's own name and brand;

(b) Inscendo IQ is tooling, and providing it is not authorship. Inscendo's provision of Inscendo IQ and of any other AI or development feature of the Service does not make Inscendo the author, developer, designer, maker, supplier, distributor, reseller, or seller of any Capsule; does not make any Capsule an Inscendo product, offering, service, or recommendation; and does not constitute review, testing, quality assurance, security assessment, approval, certification, or endorsement of any Capsule. Automated checks under § 3.1 are expressly not an endorsement, and the best-effort measures in § 3.5 create no obligation and no assurance;

(c) AI generation is not a defence. Publisher's representations and warranties in § 4, obligations in § 7, and indemnity in § 9 apply to the whole of each Capsule, regardless of how much of the Capsule was generated by Inscendo IQ or by any other AI, and regardless of the extent to which Publisher reviewed the generated material. Publisher shall not assert, as a defence to or limitation of those obligations, or as the basis of any claim, demand, contribution, or apportionment against Inscendo, that a Capsule or any part of it was generated, built, migrated, modified, or repaired by Inscendo IQ or by any other feature of the Service; and

(d) Ownership is allocated separately from responsibility, deliberately. Capsule source built on the Service is Platform Code owned by Inscendo under MSA § 4.2 and licensed to Publisher on ownership-equivalent terms under MSA § 4.2A (see § 5.3). That ownership, and any license Inscendo holds under § 5.1, are allocations of rights, not assumptions of duty: neither makes Inscendo responsible for a Capsule, gives Inscendo any obligation to inspect, correct, maintain, or secure a Capsule, nor creates any duty of care to Publisher, to an installer, or to any third party with respect to a Capsule. Publisher may not rely on Inscendo's ownership of Platform Code as a basis for attributing a Capsule to Inscendo.

2. Eligibility

2.1 Publisher must be a Subscriber in good standing, located in and acting from the United States, and must have accepted the MSA.

2.2 Publisher must be at least 18 years of age and must be authorized by Publisher's organization to make commitments on its behalf.

3. Submission and review

3.1 Automated checks. Inscendo may apply automated security, dependency, and policy checks to each Capsule submission. Passing automated checks is a precondition for publication but is not an endorsement.

3.2 Discretionary review. Inscendo may, at any time and in its sole discretion, review, suspend, hide, remove, or recall a Capsule, with or without notice, for any reason — including suspected security issues, policy violations, third-party complaints, regulator action, or operational risk. Inscendo's right of removal under this § 3.2 is not subject to the cure period in MSA § 14.3. To the maximum extent permitted by applicable law, and consistent with MSA § 14.4, Inscendo has no liability to Publisher for any loss or damage — including lost revenue, lost installs, lost profits, lost business, or loss of data — arising from a review, suspension, hiding, removal, recall, delisting, or deactivation under this § 3.2, § 3.3, or § 8.3, whether or not the suspicion or complaint that prompted it is later shown to be unfounded.

3.3 No guarantee of distribution. Listing in the Marketplace is not guaranteed. Inscendo may delist any Capsule at any time.

3.4 IP complaints; DMCA. Inscendo handles copyright complaints about listings under the Inscendo Copyright & DMCA Policy (served at /legal/dmca), including notice-and-takedown, counter-notice, and repeat-infringer termination. Publisher consents to the removal or suspension of a listing upon Inscendo's receipt of a facially valid infringement notice, pending resolution. Trademark, trade-secret, contract, and other non-copyright complaints may be submitted to support@inscendoiq.com and are handled under § 3.2.

3.5 Best-effort policing; no obligation; no guarantee. Inscendo may use automated and manual measures to screen and monitor the Marketplace. These include provenance and commit-history analysis and similarity comparison to detect Capsules that copy or are obviously derived from other listings; investigation of reports that Marketplace source is being sold or shared outside the Service; and the security, dependency, and policy checks described in § 3.1. All of these measures are best-effort. Inscendo does not warrant, represent, or guarantee that any measure will detect or prevent any violation, infringement, clone, malware, vulnerability, security defect, inaccurate listing, or breach of law or policy; assumes no obligation to police, screen, monitor, investigate, or enforce; and has no liability to Publisher for anything it does not detect, does not act on, or acts on differently than Publisher would prefer. Inscendo's inaction is not a waiver of Publisher's own enforcement rights under § 5.8, and nothing in this § 3.5 is a representation that any listed Capsule has been vetted.

4. Publisher's representations and warranties

Publisher represents and warrants that, with respect to each Capsule it submits:

(a) Publisher owns the Capsule or has obtained all rights, licenses, and permissions necessary to publish, distribute, sublicense, and (if applicable) charge for the Capsule;

(b) the Capsule does not infringe, misappropriate, or violate any third-party intellectual-property right, privacy right, publicity right, contractual right, or other legal right;

(c) the Capsule does not contain malware, ransomware, spyware, keyloggers, command-and-control infrastructure, time bombs, logic bombs, backdoors, vulnerabilities introduced intentionally, or code intended to harm or surveil users;

(d) the Capsule complies with the AUP, the AI Code of Conduct, and applicable law (including without limitation export controls, U.S. sanctions, the TCPA, CAN-SPAM, COPPA, and applicable consumer-protection law);

(e) the Capsule does not collect or transmit Protected Health Information, Cardholder Data, biometric identifiers, classified information, the personal information of individuals under 18, or Sensitive Personal Information, except where Publisher has obtained from each affected installer a separate written addendum and has confirmed the installer has the lawful basis and necessary consents to use the Capsule for that purpose;

(f) the Capsule's metadata (title, description, screenshots, capabilities listed, AI features described) is accurate and not misleading;

(g) Publisher has and will maintain, and will require any contractors it uses, to comply with the obligations of this Publisher Agreement;

(h) the Capsule does not include any AI-generated component that Publisher does not have the right to publish — including any AI Output Publisher knew or should have known is likely to infringe a third-party right;

(i) the Capsule does not impersonate any third-party product, brand, person, or organization, and does not include any third-party trademark in a manner that would suggest sponsorship or affiliation;

(j) Publisher will respond reasonably to bug reports, security disclosures, and customer support requests during the time the Capsule is listed;

(k) the Capsule is not a copy of, and is not substantially derived from, another publisher's Capsule or Marketplace listing, except with that publisher's authorization (an installer license under the Marketplace Installer Terms does not authorize republication);

(l) Publisher has read § 1.3 (Source-available distribution model) and elects to distribute the Capsule's source on those terms; and

(m) Publisher owns, or has all rights and permissions necessary to upload and incorporate, all source code and other material Publisher uploads to the Service or directs Inscendo IQ to incorporate into the Capsule, and no such material was obtained or supplied in violation of any confidentiality obligation, employment or contractor agreement, or third-party right.

5. License to Inscendo and to installers

5.1 License to Inscendo. To the extent Publisher holds any right in the Capsule, its metadata, or Uploaded Materials embedded in it, Publisher grants Inscendo a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, copy, reformat, transmit, display, demonstrate (including in marketing), distribute, and sublicense to installers, the Capsule and its metadata, in each case as necessary to operate, market, and improve the Marketplace and the Service. The license includes the right to make security and compatibility modifications. This license is granted for those purposes only: it does not authorize Inscendo to list Publisher's Capsule as an Inscendo Marketplace offering (§ 5.3(b)), and it is subject to the covenant in § 5.11. Inscendo's rights to learn from Marketplace activity are those in § 5.6 and MSA § 4.5, not this § 5.1.

5.2 License to installers (the "Capsule License"). Upon each installation of a Capsule, Publisher and Inscendo (as the owner of Platform Code, MSA § 4.2) grant the installer — directly, on the standardized terms set out in this § 5.2 and in the Marketplace Installer Terms — a non-exclusive, non-transferable, non-sublicensable license (the "Capsule License") to:

(a) install, run, and use the Capsule within the installer's own tenant for the installer's internal business purposes;

(b) view the Capsule's source; and

(c) modify the Capsule and create derivative works of it — including through the installer's AI agent and the Service's customization and upgrade-merge features — in each case solely within the installer's own tenant and solely for the installer's internal business purposes.

The Capsule License does not permit the installer to redistribute, republish, sell, sublicense, or otherwise make the Capsule, or any substantial portion of it, available outside the installer's tenant, whether on or off the Service. The Capsule License is a direct agreement between Publisher and the installer; Inscendo is not a party to it, but Inscendo is an intended third-party beneficiary entitled (but not obligated) to enforce it.

Duration and survival — this paragraph controls. This paragraph is the single controlling statement of Capsule License duration and survival. Sections 8.2, 8.3, and 11.2 are subject to it and do not independently shorten, condition, or qualify a Capsule License; to the extent any of them reads otherwise, this § 5.2 governs.

For each Capsule version actually installed in an installer's tenant: (i) for free Capsules, the Capsule License continues for as long as the installer remains a Subscriber, and survives withdrawal, delisting, or removal of the listing and termination of this Publisher Agreement, whether that termination is by Publisher, by Inscendo, or by expiry; (ii) for paid Capsules, the Capsule License is additionally conditioned on payment of the applicable fees and is suspended or terminated, per the Marketplace Installer Terms, upon a refund, chargeback, or subscription lapse; and (iii) the Capsule License terminates upon the installer's material breach of it. Withdrawal or removal of a listing operates prospectively — it stops new installs and new-version distribution — and does not revoke or retrieve copies already installed (§ 1.3(d)).

Inscendo's deactivation power. Notwithstanding survival, Inscendo may suspend or deactivate an installed Capsule where Inscendo reasonably determines it is necessary for: security or platform integrity; suspected or alleged infringement or misappropriation; illegal activity; a regulatory, legal, or court requirement; non-payment of that Capsule's own fees; a violation of the AUP or the AI Code of Conduct; material breach of the Capsule License; or fraud. Deactivation on one of those grounds is an operational measure, not a revocation of the Capsule License; where the ground is cured and no other ground applies, Inscendo will use commercially reasonable efforts to restore the installation. Inscendo has no liability to Publisher or to any installer for a deactivation made on those grounds (§ 11.3).

Sections of the installer's MSA addressing data ownership, indemnification, and liability apply between the installer and Inscendo and are not modified by this § 5.2.

5.3 Ownership; Publisher's ownership-equivalent rights. Capsule source built on the Service is Platform Code under MSA § 4.2: as between all parties, Inscendo retains all right, title, and interest in it (to the extent such rights exist), and no publisher or installer owns it. Publisher's rights in its Capsule are:

(a) the ownership-equivalent Platform Code License (MSA § 4.2A) — Publisher may use, modify, export, distribute, and commercialize its Capsule's code, on or off the Service, forever, including selling its underlying product outside the Service;

(b) the exclusive listing right: Inscendo will not list Publisher's Capsule as an Inscendo offering, and will not grant any other Subscriber the right to list Publisher's Capsule or a substantially verbatim copy of its source on the Marketplace. This is a listing right only, and its limits are set out in § 5.10(c) — it is not exclusivity over an industry, market, use case, workflow, feature, or capability;

(c) Publisher's ownership of its Uploaded Materials, brand, trademarks, off-Service documentation, and customer relationships, none of which this Publisher Agreement transfers; and

(d) the enforcement rights in § 5.8.

Publisher's pre-existing software, as it exists outside the Service, remains Publisher's. Third-party components remain governed by their own licenses.

5.4 Open-source notice. If a Capsule includes open-source software, Publisher must include the applicable license notices and comply with the relevant open-source license obligations (including any obligation that conflicts with the default Capsule License, such as a copyleft redistribution right — in which case the open-source license controls for that component). Publisher is solely responsible for license compliance.

5.5 Installer modifications and derivatives. Modifications and additions an installer (or its AI agent) makes to an installed Capsule are Platform Code created in the installer's tenant: the installer holds the ownership-equivalent Platform Code License in its own modifications (MSA § 4.2A), and the underlying Capsule remains subject to Publisher's rights under § 5.3. A modified installed Capsule may be used only under, and for the duration of, the Capsule License. Nothing in this § 5.5 grants any installer the right to publish, redistribute, or commercialize the Capsule — or a derivative of it — outside the installer's own tenant.

5.6 Feedback and field signals (Tribal Knowledge). The Service's feedback loop delivers to Publisher reports about installed copies of Publisher's Capsules — including bug reports, install friction, feature requests, and structured summaries or deltas of installer customizations. Under the Marketplace Installer Terms, each installer grants Publisher and Inscendo a perpetual, irrevocable, worldwide, royalty-free license, without attribution or compensation, to use, reproduce, modify, and incorporate:

(a) Feedback — ideas, suggestions, bug reports, requested improvements, and other commentary an installer authors — for any lawful purpose, including in the Capsule, in the Service, and in other products;

(b) Customization signals — the structured summaries and deltas of an installer's customizations described above — in identified or otherwise non-aggregated form, solely to build, maintain, support, secure, and improve that Capsule and to operate, secure, and improve the Service; and

(c) Aggregated learning — those same customization signals in aggregated, anonymized, or de-identified form, which is governed by MSA § 4.5 and may be used for any lawful purpose, including analytics, research, benchmarking, and the development of other Inscendo products and services.

The distinction between (b) and (c) is deliberate: Inscendo may learn from the ecosystem in aggregate, and may use what an installer tells us in words, but does not take the particular shape of one Publisher's Capsule into a different product. Accordingly, nothing in this § 5.6 authorizes Inscendo to use customization signals to intentionally reconstruct or reproduce Publisher's Uploaded Materials, or to clone a Publisher Capsule (§ 5.11). Publisher shall use feedback only in the pseudonymous, structured form the Service delivers, and shall not attempt to re-identify a reporting tenant except through support channels the installer itself initiates.

5.7 AI-generated content; no exclusivity; limits of copyright. Capsules on the Service are typically authored in whole or in part by AI. Publisher acknowledges that: (a) per the AI Code of Conduct § 1.9, AI Output is not exclusive to Publisher, and other Subscribers may independently receive the same or substantially similar output — the existence of a similar capsule is not, by itself, evidence of copying; (b) under current U.S. law, copyright protection for AI-generated material lacking sufficient human authorship may be limited or unavailable to anyone (including Inscendo), and Publisher's enforceable position in a Capsule rests primarily on this Publisher Agreement, the Capsule License, Publisher's exclusive listing right, and Publisher's brand and trademarks rather than on copyright; and (c) the ownership allocations in this Publisher Agreement operate as between the parties and do not create rights against the world that the law does not otherwise provide. Inscendo makes no representation about the copyrightability, registrability, or enforceability of Publisher's rights in any Capsule.

5.8 Enforcement; third-party beneficiaries. Publisher may enforce the Capsule License directly against a breaching installer, and Publisher is an intended third-party beneficiary of each installer's obligations under the Marketplace Installer Terms with respect to Publisher's Capsules. Installers are intended third-party beneficiaries of Publisher's representations and warranties in § 4 and Publisher's obligations in § 7. Inscendo may — but is not obligated to — investigate license violations, remove infringing or cloned listings under § 3.2 and § 3.4, or suspend accounts; Inscendo's non-enforcement is not a waiver of Publisher's rights.

5.9 No custom listing licenses yet. The Service does not currently provide a mechanism for attaching a custom license to a listing. Until it does, the Capsule License applies to every install. Different terms bind an installer only if agreed in a signed writing between Publisher and that installer outside the Service, and Publisher must not condition installation on off-Service terms that conflict with the Marketplace Installer Terms or the MSA.

5.10 Independent development; no functional exclusivity.

(a) Inscendo may build and offer competing things. Nothing in this Publisher Agreement restricts Inscendo from independently developing, acquiring, commissioning, licensing, marketing, or offering — itself or through others, on or off the Marketplace — products, features, functionality, workflows, capsules, widgets, automations, integrations, templates, or services that compete with, resemble, or serve the same purpose or market as any Capsule. Inscendo's personnel and contractors work across the whole Service and are not walled off from the Marketplace.

(b) Similarity alone is not copying. Similarity in functionality, purpose, workflow, concept, feature set, business method, user experience, data model, naming convention, or independently generated AI Output does not, standing alone, establish copying, derivation, misappropriation, or breach by Inscendo or by any other Subscriber. Capsules built by the same AI, on the same platform, for the same industry will frequently resemble one another; § 5.7 explains why.

(c) The exclusive listing right is a listing right only. The right in § 5.3(b) means Inscendo will not list Publisher's Capsule — or a substantially verbatim copy of Publisher's Capsule source — as an Inscendo offering, and will not authorize another Subscriber to do so. It is not an exclusive right to, and confers no exclusivity over, any: industry, vertical, market, territory, customer segment, use case, business method, concept, workflow, process, feature, functionality, integration, automation type, data source, or AI capability. It does not prevent Inscendo or any other Subscriber from offering a capsule that does the same thing as Publisher's Capsule, provided it is not that substantially verbatim copy.

(d) No implied exclusivity. Publication creates no exclusivity, category lock, territory, quota, right of first refusal, or most-favoured treatment, and imposes on Inscendo no obligation to refrain from entering, or to withdraw from, any market or product area.

5.11 Inscendo will not intentionally clone a Capsule. Subject to § 5.10 and to Inscendo's retained rights in Platform Code (MSA § 4.2), Inscendo will not intentionally copy the expressive implementation of a Publisher's Capsule for the purpose of offering an Inscendo-branded Marketplace listing that substitutes for it. This covenant is not breached by, and does not restrict: (a) independent development under § 5.10; (b) use of Platform Code, Feedback, or aggregated learning as permitted by § 5.6 and MSA §§ 4.2, 4.3, and 4.5; (c) generic, functional, or commonplace concepts, features, workflows, and business methods; (d) similarity arising from AI generation (§ 5.7); (e) Inscendo's own reusable components, libraries, templates, and platform capabilities; or (f) building, installing, repairing, migrating, upgrading, or customizing a Capsule at a Subscriber's direction as part of operating the Service.

Breach of this § 5.11 is subject to the limitations in MSA § 13. In addition to any remedy available there, Publisher may require Inscendo to remove the offending Inscendo listing, and Inscendo will do so promptly on written notice identifying the listing and the basis for the claim.

5.12 Publisher's investment decisions; no guarantee of continued availability. Publisher independently decides what to invest in the development, staffing, advertising, customer acquisition, training, support, and commercialization of its Capsules, and does so on its own commercial judgment and at its own risk. Except for the commitments Inscendo expressly makes in this Publisher Agreement — including the price lock in § 6.1A, the exclusive listing right in § 5.3(b) as bounded by § 5.10(c), and the survival of installed Capsule Licenses in § 5.2 — Inscendo does not guarantee the continued availability, form, pricing, or economic viability of the Marketplace, of any Service feature, API, interface, AI model or model provider, third-party integration, technical architecture, distribution or discovery mechanism, or of any level of installs, revenue, or margin, and may change or discontinue any of them in accordance with this Publisher Agreement and the MSA. Publisher shall not rely on the continued availability of any of the foregoing in making an investment decision, and no statement, roadmap, forecast, demonstration, or course of dealing outside this Publisher Agreement is a commitment that it will remain available.

6. Pricing, payments, and refunds

6.1 Publisher-set pricing. Publisher may set install fees and recurring (subscription) fees for its Capsules. Pricing must comply with applicable law (anti-trust, unfair-competition, consumer-protection, deceptive-trade-practice).

6.1A Price lock once installed. Once a listing has one or more active installations, Publisher may not increase that listing's install, recurring, per-seat, or per-call fees. Publisher may lower fees at any time. To reprice upward, Publisher must create a new listing at the new price and may hide the original listing from new installations; installers of the original listing continue at their original pricing, without interruption to their service, for as long as they remain installed and subscribed. Withdrawing and republishing a Capsule — or any equivalent maneuver — to move existing installers onto higher pricing is a material breach of this Publisher Agreement.

6.2 Publisher's own payment account; Publisher is the merchant of record. To charge for a Capsule, Publisher must connect Publisher's own Stripe account to the Marketplace through Stripe Connect and complete Stripe's onboarding and identity verification. Publisher is the sole merchant of record for every marketplace transaction for Publisher's Capsules. The sale of a paid Capsule is a transaction solely between Publisher and the installer.

6.3 Direct payment; Publisher keeps 100%; Inscendo takes nothing and never touches the funds. Each installer's payment for a Capsule is charged directly to the installer's own payment method and settles directly into Publisher's connected Stripe account. Inscendo charges no commission, revenue share, or platform fee and receives 0% of Publisher's marketplace revenue. Inscendo does not receive, hold, route, escrow, disburse, or have access to Publisher's marketplace funds, and does not pay Publisher out — Stripe pays Publisher directly on Publisher's own payout schedule. Marketplace payments are never drawn from, and never credited to, any Inscendo wallet or account balance.

6.4 Currency and tax. All prices are in U.S. dollars. As the merchant of record, Publisher is responsible for determining, collecting, reporting, and remitting all taxes (including sales, use, and VAT-equivalent taxes) arising from Publisher's marketplace sales, except to the extent applicable law requires Inscendo to collect, report, withhold, or remit a tax on those sales — in which case Inscendo will do so, and Publisher will provide the registration details, exemption certificates, transaction data, and other cooperation reasonably necessary. Each party remains responsible for its own income, franchise, and employment taxes. Nothing in this Publisher Agreement determines either party's status under any marketplace-facilitator, marketplace-provider, or analogous tax statute; that status is determined by applicable law, and neither party's characterization in this Agreement binds any taxing authority.

6.5 Refunds, chargebacks, and disputes are Publisher's sole responsibility. Because Publisher is the merchant of record and receives funds directly, all refunds, chargebacks, disputes, dispute fees, and negative balances are handled entirely between Publisher and the installer through Publisher's own Stripe account, and are Publisher's sole responsibility. Inscendo does not issue, fund, mediate, or adjudicate refunds, chargebacks, or disputes, is not a party to them, and has no liability for them. Publisher is responsible for its own refund policy and for communicating it to installers. The one exception is the signup-sequence refund described in § 6.7(d), which Inscendo initiates on Publisher's behalf.

6.6 Stripe terms govern. Publisher's acceptance of payments through Stripe is governed by Publisher's own agreement(s) with Stripe (including the Stripe Connected Account Agreement and Stripe Services Agreement). Publisher must keep its connected Stripe account in good standing; if Stripe suspends, restricts, or disables Publisher's ability to accept payments, Publisher's paid Capsules may be deactivated until Publisher's account is restored.

6.7 Recurring fees: receipts, renewal disclosure, and cancellation are Publisher's obligations. A recurring fee is a negative-option / automatic-renewal offer, and Publisher is the merchant of record for it (§ 6.2). The obligations that attach to the merchant of record are therefore Publisher's, not Inscendo's, and Publisher shall:

(a) Send a receipt for every charge. Publisher shall send the installer an electronic receipt after each charge for a Capsule, including each monthly renewal and not only the first payment, stating at least the amount, the date, what was charged for, and clear instructions for cancelling. This is required of Publisher by the payment-card networks' subscription and negative-option standards, and Publisher — not Inscendo — is the party those standards bind for these sales.

(b) Keep receipts switched on. Because a marketplace charge is a direct charge on Publisher's own connected Stripe account, receipts for it are generated and sent according to Publisher's own Stripe account settings, which Inscendo does not control and cannot see. Publisher shall keep customer receipt emails enabled on that account, or send an equivalent receipt itself, so that § 6.7(a) is actually satisfied rather than merely agreed to.

(c) Comply with automatic-renewal law. Publisher shall comply with all applicable automatic-renewal, negative-option, and continuous-service laws for its marketplace sales — including the federal Restore Online Shoppers' Confidence Act and state automatic-renewal statutes — as they apply to Publisher as the seller. Where such a law requires a periodic renewal reminder, a notice before a fee change, or a retainable acknowledgment of the renewal terms, providing it is Publisher's obligation.

(d) Honour cancellation immediately, and never re-bill after it. When an installer uninstalls a Capsule, Inscendo cancels the associated subscription on Publisher's connected account (Installer Terms § 5.3A(b)). Publisher shall not re-create, reinstate, resume, or otherwise re-bill a subscription that has been cancelled that way, and shall not require the installer to take any further step, accept a retention offer, or contact Publisher in order to make the cancellation effective. Attempting to charge an installer after cancellation is a material breach of this Publisher Agreement. Likewise, where a person registers through a referral link that includes Publisher's paid Capsule and the registration expires before every payment in the signup sequence has been collected, so that no tenant and no installation of the Capsule was ever created, Inscendo cancels the subscription and refunds the payment on Publisher's connected account on Publisher's behalf; Publisher authorises Inscendo to do so. This is the only refund Inscendo initiates.

(e) No surprise price increase. § 6.1A already prohibits raising the fees of a listing with active installations. Publisher shall not achieve the same result indirectly — by cancelling and re-offering, by withdrawing and republishing, by adding a mandatory paid tier, or by any equivalent maneuver.

(f) Refunds on cancellation. Uninstalling cancels the subscription immediately rather than at the end of the paid period, so an installer who cancels mid-period loses the remainder of a period they have paid for. Whether any part of it is refunded is governed by Publisher's own refund policy (§ 6.5), which Publisher is responsible for maintaining and communicating to installers. Publisher is encouraged to state its position on mid-period cancellation plainly in that policy.

(g) Publisher indemnifies Inscendo for its own recurring-billing conduct. Without limiting § 9, Publisher's indemnity extends to any claim, regulatory action, or card-network assessment arising from Publisher's failure to meet this § 6.7, including a claim that an installer was billed without an adequate receipt, disclosure, or means of cancellation.

7. End-installer relationship; flow-down

7.1 Inscendo is not Publisher's agent and is not the merchant of record. Inscendo is not Publisher's reseller, agent, partner, joint venturer, payment processor, or fiduciary, and is not the merchant of record for any marketplace sale. Sales of paid Capsules are solely between Publisher and the installer. Inscendo's only role in a paid transaction is to provide the listing and the technical connection that lets the installer pay Publisher directly through Publisher's own Stripe account; Inscendo is not a party to the sale and does not receive or hold the funds.

7.2 Required Publisher notice to installers. Publisher shall maintain, on each Capsule's listing page or within the Capsule's documentation, an accurate description of (a) what the Capsule does, (b) what data the Capsule processes, (c) any third-party services the Capsule integrates with, and (d) any known limitations.

7.3 Privacy. If a Capsule, in operation, processes installers' or installer-end-users' personal information for any purpose other than the operation of the Capsule for the installer who installed it, Publisher must (a) act as a data Processor / Service Provider for that data and (b) maintain a written privacy notice that complies with applicable law. Inscendo is not a party to that data processing.

7.4 Customer support. Publisher shall provide a reasonable means for installers to contact Publisher with questions, bug reports, and security disclosures. Publisher shall respond to security disclosures within commercially reasonable timelines.

8. Updates and removal

8.1 Updates. Publisher may update Capsules from time to time. Updates are subject to the same review provisions in § 3.

8.2 Withdrawal. Publisher may withdraw a Capsule from the Marketplace at any time. Withdrawal stops new installations and new-version distribution; per § 5.2, Capsule Licenses for versions already installed survive withdrawal, and installed copies are not retrieved. Publisher must use commercial good faith to avoid abrupt disruption of paying installers.

8.3 Removal by Inscendo. If Inscendo removes a Capsule under § 3.2 or § 3.4, Inscendo may (a) deactivate existing installations on the grounds enumerated in § 5.2 ("Inscendo's deactivation power") and (b) cancel the associated subscriptions. Removal or deactivation does not retrieve source already delivered to installer tenants (§ 1.3(d)), and does not otherwise revoke a Capsule License except as § 5.2 provides. Because Publisher is the merchant of record and holds the funds directly, any refund of installer fees arising from a removal is Publisher's responsibility, issued through Publisher's own Stripe account; Inscendo does not issue or fund refunds.

9. Indemnification by Publisher

Publisher shall defend, indemnify, and hold harmless Inscendo, its affiliates, and Capsule installers from and against any claim, damage, loss, fine, penalty, settlement, and reasonable attorneys' fee arising out of or related to:

(a) the Capsule's infringement, misappropriation, or violation of any third-party intellectual-property, privacy, publicity, or contractual right; (b) any malware, vulnerability, or security defect in the Capsule; (c) any breach of Publisher's representations and warranties in § 4; (d) Publisher's violation of the AUP, the AI Code of Conduct, or applicable law; (e) any claim by an installer or an installer's end-user that the Capsule did not perform as represented or caused harm; (f) any tax, fine, penalty, or chargeback related to Publisher's monetization of the Capsule.

This indemnity is not subject to the liability cap in MSA § 13.2 (per the MSA § 13.3 carve-out for indemnity obligations).

9.1 EXPRESS NEGLIGENCE AND FAIR NOTICE — READ THIS PARAGRAPH. THE INDEMNITY IN THIS § 9 APPLIES EVEN WHERE THE CLAIM ALLEGES THAT THE NEGLIGENCE OF INSCENDO OR ANY OTHER INDEMNIFIED PARTY CAUSED OR CONTRIBUTED TO THE LOSS, in whole or in part, and whether that negligence is characterized as active, passive, concurrent, comparative, or imputed, or as strict or products liability. PUBLISHER AND INSCENDO INTEND THIS SENTENCE AS A SPECIFIC, CONSPICUOUS EXPRESSION OF THAT AGREEMENT, and Publisher acknowledges that it has actual notice and knowledge of this § 9.1.

9.2 What this indemnity does NOT reach. Notwithstanding § 9.1:

(a) Inscendo's sole fault — no indemnity at all. Publisher owes no indemnity for a loss caused solely by an indemnified party's own negligence or other wrongful act.

(b) Serious misconduct — never indemnified, in any share. Publisher owes no indemnity for the portion of a loss attributable to an indemnified party's gross negligence, willful misconduct, fraud or intentional misrepresentation, or violation of applicable law, whether or not other causes also contributed.

(c) Shared fault — proportionate reduction. Where an indemnified party's own fault contributed to a loss alongside a cause within this § 9, Publisher's obligation is reduced in proportion to the percentage of responsibility finally allocated to that party by the court, the arbitrator, or a settlement the parties agree to.

(d) No unlawful shifting. This § 9 does not shift any liability that applicable law makes non-indemnifiable.

9.3 Construction. The claim this § 9 is built for is one in which a Capsule causes the harm and Inscendo is named alongside its Publisher because Inscendo distributed or executed it: § 9.1 makes that claim indemnifiable, and § 9.2 keeps each indemnified party answerable for its own share and its own serious misconduct. This § 9.3 is explanatory only — it does not limit, enlarge, or qualify § 9.1 or § 9.2, and neither of those paragraphs adds any category of claim to the list in (a)–(f) above.

Per § 1.5(c), this indemnity applies to the whole of each Capsule regardless of how much of it was generated by Inscendo IQ or by any other AI, and Publisher shall not reduce, apportion, or refuse it on that basis. It extends to any claim brought against Inscendo, by anyone, that seeks to hold Inscendo responsible as an author, developer, supplier, or seller of the Capsule.

10. Disclaimers and limitation of liability

10.1 AS-IS. The Marketplace is provided AS-IS. Inscendo disclaims warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, non-infringement, and accuracy. Without limiting the foregoing, Inscendo does not warrant that Inscendo IQ will successfully build, convert, migrate, publish, install, integrate, upgrade, uninstall, or re-install any Capsule in any tenant; those operations are performed dynamically by AI, may fail or require repeated attempts, and may introduce defects requiring repair (MSA § 11.3A).

10.2 No guarantee of revenue. Inscendo makes no representation about discoverability, install volume, or revenue from the Marketplace.

10.3 Cap. Inscendo's aggregate liability to Publisher arising out of or related to the Marketplace and this Publisher Agreement is limited per MSA § 13.

10.4 No liability for licensed installer conduct. Without limiting § 1.4, Inscendo has no liability to Publisher for an installer's reading, retention, or licensed modification of published Capsule source, for the survival of installed copies after withdrawal or removal, or for independent creation of similar capsules by other Subscribers or their AI agents.

10.5 No liability for Capsules. Without limiting § 1.5 or § 10.1, and to the maximum extent permitted by applicable law, Inscendo has no liability to Publisher, to any installer, to any installer's end user, or to any third party for any Capsule — including for its code, content, prompts, configuration, or metadata; for what it does or fails to do; for any defect, error, malfunction, incompatibility, vulnerability, or security incident in or arising from it; for any loss, corruption, or disclosure of data caused by it; for any third-party service it calls or any charge it incurs; or for any injury, loss, or damage it causes to anyone. This is so whether or not the Capsule's source was generated by Inscendo IQ, whether or not Inscendo owns that source as Platform Code, and whether or not the Capsule passed any check under § 3.1 or any measure under § 3.5. Claims arising from a Capsule lie against its Publisher.

11. Term; suspension; termination

11.1 This Publisher Agreement begins when Publisher first submits a Capsule and continues until terminated.

11.2 Either party may terminate at any time on written notice. On termination, Publisher's Capsules will be delisted, and no new installations or new-version distributions will occur. Capsule Licenses for versions already installed are governed by § 5.2 and are not cut off by termination of this Publisher Agreement — they continue on the terms of § 5.2, subject only to Inscendo's enumerated deactivation power in that section and to § 8.3. Termination does not retrieve source already delivered to installer tenants (§ 1.3(d)).

11.3 Immediate suspension. Inscendo may suspend or terminate Publisher's marketplace privileges immediately, without prior notice and without a cure period, for AUP violations, fraud, security risk, regulatory inquiry, repeated chargebacks, or any other reason set out in MSA § 14.4. Marketplace privileges are severable from account access: Inscendo may suspend or terminate publishing alone, or — where MSA § 14.4 applies — Publisher's access to the Service as a whole. To the maximum extent permitted by applicable law, Inscendo has no liability to Publisher for any loss or damage arising from a suspension, restriction, or termination under this § 11, including lost revenue, lost installs, lost profits, lost business, or loss of data.

12. Confidentiality and data

Confidentiality (MSA § 8) and data-processing terms (DPA) apply, except as modified by § 1.4 (no confidentiality in published Capsules).

13. General

13.1 This Publisher Agreement is governed by Texas law. Disputes are resolved per MSA § 16. Sections of the MSA not modified by this Publisher Agreement apply.

13.2 Acceptance and versions. Acceptance of this Publisher Agreement is by recorded in-product acceptance: before publishing a Capsule, and before connecting a payment account, Publisher is shown this Publisher Agreement and must affirmatively accept the version then in force, and that acceptance is recorded with its version, timestamp, and the accepting user. Continuing to maintain a listing after the Effective Date of a revised version also constitutes acceptance of that version, and Publisher may be required to accept a revised version before publishing again or releasing an update. For Publishers who accepted an earlier version, this Version 1.2 takes effect on the Effective Date above; Version 1.1 was superseded before it took effect and never applied to any Publisher.

[End of Marketplace Publisher Agreement]