Inscendo: Master Subscription Agreement (Terms of Service)

Effective Date: Version 1.10 adds § 11.5 only; § 11.5 imposes no new obligation on Customer and is effective on posting, August 29, 2026. The Version 1.9 changes take effect September 24, 2026 for Customers already bound to an earlier version — thirty (30) days' notice under § 15.1. For a Customer accepting this Agreement for the first time, this Version 1.10 is effective on acceptance, and is the version that Customer is bound by. A Customer already bound remains on the version that Customer accepted until the Version 1.9 changes take effect for them; the dates earlier versions took or take effect are recorded in the Version note below. Version: 1.10 (August 29, 2026 — § 11.5 added: Inscendo keeps encrypted backup copies of Customer Data and Customer Configurations, which may include an off-site immutable copy held with a Sub-Processor disclosed in DPA § 6.2; restoration from a backup after a failure returns the Service to the most recent recovery point available and Customer Data written after that point may not be recovered; Inscendo will notify Customer without undue delay of the recovery point used. A disclosure and a new Inscendo notice obligation only — no recovery-time or recovery-point objective is promised, no Customer obligation is enlarged, and § 11.2 and § 13 are unchanged. Version 1.9 (August 25, 2026 — §§ 6.8, 6.9 and 6.10 added, and § 6.5 restated. Section 6 described a prepaid Wallet funded by discrete purchases and did not describe either recurring charge the Service actually makes: automatic Wallet top-up against a stored card, and the automatically renewing Premium subscription. § 6.8 states the auto top-up authorization, that it continues until Customer turns it off, and how to turn it off. § 6.9 states that a subscription renews automatically until cancelled, the cancellation method and its effect, and the treatment of a price change. § 6.10 is a new Inscendo obligation: an itemized receipt by email for every charge, and for a recurring charge a statement that it recurs and how to stop it. § 6.5's thirty-day dispute window now runs from that receipt rather than from the charge, and expressly does not limit Customer's rights under law or card-issuer rules. § 6.9 and § 6.10 are additionally scoped to say what they do NOT cover: a Marketplace Capsule subscription is sold by its publisher as merchant of record, renews and cancels under Marketplace Installer Terms § 5.3A, and is receipted by that publisher rather than by Inscendo. No fee, price, or plan changes, and no Customer obligation is enlarged. Version 1.8 (August 14, 2026 — § 12.2A, § 12.2B and § 12.2C added to satisfy Texas fair-notice law. The § 12.2 indemnity now says expressly and conspicuously that it reaches a claim alleging Inscendo's own negligence contributed to the loss — without which, under the Texas express-negligence doctrine (Ethyl Corp. v. Daniel Constr. Co.) and the conspicuousness requirement (Dresser Indus. v. Page Petroleum), it likely reached no such claim at all. § 12.2B carves out Inscendo's sole negligence, gross negligence, willful misconduct, fraud and unlawful conduct, and reduces the obligation in proportion to Inscendo's allocated fault. § 12.2C excludes Consumer Accounts entirely. Net effect is narrower in substance and enforceable in form. Version 1.7 (August 14, 2026) — § 16.3A added: an express delegation clause giving the arbitrator authority over questions of arbitrability, reserving to a court the enforceability of the § 16.5 class waiver and the § 16.6 Coordinated-Filing Procedure, and whether a claim falls within a § 16.7 carve-out. § 16.11 added: a conspicuous waiver of jury trial that reaches every claim heard in court rather than arbitration — including claims under a § 16.7 carve-out, claims severed under § 16.5 or § 16.6(h), and any claim as to which § 16 is held unenforceable — and that survives independently of the agreement to arbitrate; it does not apply where a pre-dispute jury waiver is unenforceable, or to a Consumer Account beyond what the Consumer Account Addendum permits. § 19.2 restated around a designated Legal Notice Email, and § 19.4 and § 19.5 added: Customer must keep contact information current and monitored, consents to electronic delivery of contractual and legal notices, and bears a notice that fails on an address Customer let go stale — with Inscendo committing to alert account administrators in-product when it knows the address is undeliverable. No change to the scope of arbitration, the § 13 liability caps, or any fee. Version 1.6 (August 13, 2026) — § 4A.2 restated and § 4A.6 added: a Marketplace Capsule built with Inscendo IQ at its publisher's direction remains that publisher's product and responsibility; Inscendo's ownership of Platform Code under § 4.2 is an allocation of rights rather than an assumption of responsibility for any Capsule; and Marketplace screening is best-effort only. Version 1.5 (August 13, 2026, in force): new § 9A "SMS/Text Messaging Terms," effective on publication: message categories, sending hours, consent and electronic signature, opt-out and revocation, consent-record retention, and related SMS program disclosures; § 9A adds no obligation to any Customer who does not opt in to text messages. Version 1.4 (August 9, 2026): operating-addresses line, § 19.3 and § 22.1 restated to describe Inscendo's operating domains generically rather than naming one; no change to any right, obligation, or the scope of the disclaimer. Version 1.3, also effective September 8, 2026: § 3.2(f) resale carve-out now names the Partner Program Agreement, published with that version; previously it referenced an unpublished "reseller program") Provider: Inscendo Automation Inc., a Texas corporation ("Inscendo," "we," "us") Product: Inscendo (the "Service"), including Inscendo IQ and related software, APIs, extensions, and documentation Operating addresses (infrastructure): inscendoiq.com, together with any alternate front-door domains Inscendo operates: all such URLs serve the same Inscendo Service (see § 22 "Trademark and Domain Notice").

By creating an account, accessing, or using the Service, you ("Customer") agree to be bound by this Master Subscription Agreement ("Agreement") and the documents it incorporates by reference: the Acceptable Use Policy, the AI Code of Conduct, the Data Processing Addendum, the Privacy Policy, and — if Customer installs or publishes Marketplace Capsules — the Marketplace Installer Terms and the Marketplace Publisher Agreement, respectively (see § 4A). If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

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1. The Service

1.1 What the Service is. The Service is a multi-tenant, business-automation platform that orchestrates a third-party large language model to execute Customer's natural-language instructions. The Service includes (a) Inscendo IQ; (b) tooling to author "capsules," "widgets," and "automations" that act on data and external systems; (c) database, file, and key-storage services; (d) a generic integration capability that lets Customer connect third-party services of Customer's own choosing, configured through Inscendo IQ (Inscendo does not provide pre-built integrations and maintains no fixed or exhaustive list of supported providers); and (e) the optional Inscendo Browser Companion Chrome extension.

1.2 AI orchestration, not AI provider. Inscendo does not develop or train the foundation language model that powers the Service. Inscendo is a customer of a third-party foundation-model provider and may add or substitute model providers from time to time. Any output, decision, or action produced by the AI ("AI Output") is generated by a third-party model and may be inaccurate, incomplete, biased, infringing, or otherwise unsuitable. AI Output may not be unique to Customer, may be the same as or similar to output provided to other users, and may resemble third-party or open-source material. AI Output does not represent the views of Inscendo. The AI Code of Conduct and § 11 govern AI Output disclaimers and Customer's verification obligations.

1.3 Inscendo IQ acts on Customer's authority. Customer authorizes Inscendo IQ to execute the actions Customer instructs it to take, including reading and writing data in Customer's tenant, generating and deploying code, connecting and calling third-party APIs (whether configured by Customer directly or set up by the agent on Customer's instruction, including the agent creating integration records and storing credentials Customer supplies), sending communications, controlling the Customer's web browser through the Browser Companion, and effecting financial transactions through connected payment integrations. The agent operates with substantial autonomy and, except for the limited confirmation behaviors described in the AI Code of Conduct § 2.1, executes these actions without human-verified confirmation of each individual call. Every action the agent takes is taken as Customer and on Customer's authority. Customer is responsible for the consequences of those actions, including actions Customer did not specifically anticipate but that are within the scope of Customer's instructions, configurations, or installed capsules.

1.4 Beta and preview features. Inscendo may designate features as "beta," "preview," "experimental," or similar. Such features are provided AS-IS, WITH ALL FAULTS, AND AS-AVAILABLE, are excluded from any service-level commitment, and may be modified or withdrawn at any time. Customer's use is at Customer's sole risk.

2. Account; Eligibility

2.1 Account creation. Customer must register an account, provide accurate information, and keep credentials confidential. Customer is responsible for all activity under its account.

2.2 Eligibility: U.S. only; age 18+. The Service is offered only to businesses and individuals located in, and acting from, the United States of America. By accessing the Service, Customer represents and warrants that:

(a) Customer is located in, and accesses the Service from within, the United States; (b) every individual user of the account is at least 18 years of age; (c) Customer is not a resident of, citizen of, or located in the European Economic Area, the United Kingdom, Switzerland, the People's Republic of China, the Russian Federation, or any jurisdiction subject to comprehensive U.S. economic or trade sanctions (collectively, "Sanctioned Jurisdictions", see § 21); (d) Customer will not use the Service to process the personal data of any individual located in the European Economic Area, the United Kingdom, or any other jurisdiction whose data-protection law would impose extraterritorial obligations on Inscendo; (e) the information Customer provides regarding location, identity, and capacity is true and accurate.

2.3 No targeting of non-U.S. users. Inscendo does not market, advertise, or solicit users outside the United States. All pricing is in U.S. dollars; all marketing and support are in English; all marketing is produced for a U.S. audience. Any access to the Service from outside the United States is unsolicited and incidental, and Inscendo reserves the right to terminate any account that violates § 2.2.

2.4 No professional advice; no professional relationship. The Service is not designed, intended, or authorized for use as a substitute for professional legal, medical, financial, tax, accounting, or psychological advice. AI Output is informational only. Inscendo is not a law firm, medical provider, broker-dealer, registered investment adviser, accounting firm, or consumer reporting agency, and no attorney-client, fiduciary, doctor-patient, or other professional relationship is formed by Customer's use of the Service.

3. License; Restrictions

3.1 License to use the Service. Subject to Customer's compliance with this Agreement, Inscendo grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the Subscription Term to access and use the Service for Customer's internal business purposes.

3.2 Restrictions. Customer shall not, and shall not permit any user, contractor, or end-user to:

(a) use the Service in violation of the Acceptable Use Policy or AI Code of Conduct; (b) reverse-engineer, decompile, disassemble, or attempt to derive source code, model weights, or training data from the Service or AI Output; (c) use the Service or AI Output to develop, train, evaluate, or improve a competing AI model, AI agent platform, or similar service; (d) circumvent rate limits, the database mutation gate, outbound-destination allow-listing, sandbox isolation, the Browser Companion sensitive-field sensor, any content-moderation control of the underlying model provider, or any other safety, security, or technical protection measure; (e) use the Service to access systems, accounts, or data Customer is not authorized to access, or in violation of any third party's terms of service or rate limits; (f) sublicense, resell, distribute, or make the Service available to any third party, except as expressly permitted by the Partner Program Agreement (served at /legal/partner-program) and then only while Customer's participation in the Partner Program is active; (g) remove, obscure, or alter any proprietary notice; (h) use the Service to process Protected Health Information as defined under HIPAA, Cardholder Data as defined under the PCI-DSS, biometric identifiers, financial-account credentials, classified information, children's personal information (data of any individual under 18, including under 13 as defined by COPPA), or any other category of regulated data, without a separate written addendum executed by Inscendo.

3.3 Compliance posture; uses for which the Service is NOT suitable today. Customer acknowledges that, as of the Effective Date, Inscendo has NOT obtained, does NOT warrant, and does NOT offer:

(a) a HIPAA Business Associate Agreement or any other arrangement permitting the processing of Protected Health Information through the Service; (b) a Payment Card Industry Data Security Standard (PCI-DSS) attestation, audit, or scope arrangement covering the processing of Cardholder Data within the Service (Stripe-tokenized references received through the wallet flow are out-of-scope of this restriction); (c) a System and Organization Controls (SOC) 1, SOC 2, or SOC 3 audit report; (d) compliance with the EU General Data Protection Regulation, UK GDPR, Swiss FADP, EU AI Act, China PIPL, Brazil LGPD, Quebec Law 25, or any other extraterritorial data-protection or AI-governance regime; (e) a Federal Risk and Authorization Management Program (FedRAMP) authorization at any impact level, nor any Department of Defense Impact Level (IL2 / IL4 / IL5 / IL6) authorization, nor authorization to process Controlled Unclassified Information (CUI), Federal Tax Information (FTI), or Criminal Justice Information (CJI); (f) a Fair Credit Reporting Act (FCRA) "consumer reporting agency" posture, an Equal Credit Opportunity Act (ECOA) adverse-action workflow, or any other regulated-decision certification.

The Service is therefore NOT suitable today for handling Protected Health Information, Cardholder Data, classified or controlled federal information, regulated-credit decisions, or for processing the personal data of individuals located in the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction with extraterritorial data-protection law. If Customer requires any of the foregoing, Customer shall contact Inscendo at support@inscendoiq.com before using the Service for that purpose. Customer's use of the Service in violation of this § 3.3 is a material breach of this Agreement and is at Customer's sole risk.

4. Customer Data; Customer Configurations

4.1 Definitions. "Customer Data" means data that Customer or its users submit to the Service, including prompts, files, database records, and end-user content. "Customer Configurations" means the capsules, widgets, automations, prompts, skills, and other artifacts Customer creates on the Service. Customer Configurations do not include a Marketplace Capsule developed by a third-party publisher and installed into Customer's tenant — but Customer's own modifications and additions to an installed Marketplace Capsule are Customer Configurations (see § 4A and the Marketplace Installer Terms). "AI Output" means content the AI agent generates in response to a prompt or tool call. "Uploaded Materials" means pre-existing code, content, and other material that Customer uploads or supplies to the Service. "Platform Code" means source code and buildable artifacts — the code, configuration, embedded prompts, SQL, schemas, and skills of capsules, widgets, automations, and similar artifacts — as created, converted, assembled, or maintained on the Service (including by Inscendo IQ), whether generated from Customer's instructions or derived from Uploaded Materials. Customer Configurations include the Platform Code created in Customer's tenant; ownership of Platform Code is allocated in § 4.2.

4.2 Ownership. As between the parties:

(a) Customer owns Customer Data and Uploaded Materials (as Uploaded Materials exist independently of the Service);

(b) Inscendo retains all right, title, and interest in and to Platform Code, to the extent such rights exist, subject to the Platform Code License in § 4.2A. No Customer, publisher, or installer owns Platform Code; and

(c) AI Output that constitutes Platform Code is allocated per clause (b). Subject to § 4.4, Customer owns all other AI Output generated for Customer to the extent ownership is legally available; to the extent Inscendo holds any right, title, or interest in such non-code AI Output, Inscendo assigns it to Customer.

Customer acknowledges that Platform Code is typically AI-generated in substantial part, that under current U.S. law copyright in AI-generated material may be limited or unavailable to anyone (including Inscendo), and that the parties' respective rights in Platform Code are therefore primarily contractual. Transition: for artifacts created on the Service before this version's Effective Date, the ownership allocation of the version of this Agreement Customer previously accepted continues to apply to those artifacts; the licenses, acknowledgments, and covenants in this version apply to all on-platform use of them.

4.2A Platform Code License; covenant.

(a) Grant. Inscendo grants Customer, for all Platform Code created in Customer's tenant, a perpetual, irrevocable (except per clause (c)), worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, run, copy, modify, create derivative works of, distribute, publicly display and perform, export, and commercialize that Platform Code, on or off the Service, for any lawful purpose. This license is intended to give Customer the practical equivalent of ownership — including the right to export the code and continue using it after leaving the Service — and it survives termination of this Agreement.

(b) What the license does not cover. The license in clause (a): (i) does not apply to the Platform Code of a third-party Marketplace Capsule installed into Customer's tenant, which is licensed under the Marketplace Installer Terms instead (§ 4A); (ii) does not limit Inscendo's retained rights, including operating the Service and the rights in §§ 4.3 and 4.5; and (iii) does not include any right to use Inscendo's trademarks, or to use the Service itself beyond the license in § 3.1.

(c) Revocation for cause. Inscendo may revoke the license as to a specific item of Platform Code that Inscendo removes or disables because it infringes or misappropriates third-party rights, violates law, or violates the AUP — including following a complaint under the Copyright & DMCA Policy.

(d) Covenant not to assert. Customer will not assert against Inscendo, or against another Subscriber acting within a license granted through the Service's designed functionality, any claim premised on the access to, visibility, retention, or licensed use or modification of Platform Code occurring through the Service's designed functionality — including Marketplace publishing, transparency-before-install, installation, in-tenant customization, and the feedback loop. This covenant does not apply to access outside designed functionality (for example, a breach of the Service's tenant isolation) or to conduct exceeding the applicable license.

4.3 License grant to Inscendo. Customer grants Inscendo a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data, Uploaded Materials, and Customer Configurations solely as necessary to provide and improve the Service, ensure security, prevent abuse, comply with law, and exercise the rights expressly granted in this Agreement. For clarity, this license and Inscendo's retained rights in Platform Code together permit Inscendo IQ and other platform services to read, analyze, modify, transform, execute, and repair any code present in Customer's tenant — including Uploaded Materials and installed Marketplace Capsules — as part of operating the Service.

4.4 No use for foundation-model training. Inscendo will not use Customer Data, Customer Configurations, or AI Output to train, fine-tune, or evaluate generalized or "foundation" generative AI models, except with Customer's express opt-in via in-product controls. Inscendo contractually requires its AI model provider and other AI sub-processors to honor equivalent restrictions for data sent through Inscendo's commercial API tier.

4.5 Aggregated and de-identified data. Inscendo may create and use aggregated, anonymized, or de-identified data derived from the Service for any lawful purpose, including benchmarking, analytics, research, threat intelligence, and product improvement. Such data may not be reasonably linked to any Customer or individual.

4.6 Abuse-monitoring exception. Inscendo may run automated log analysis and limited human review on prompts, AI Output, and tool-use traces to detect violations of the Acceptable Use Policy and to investigate security incidents. Reviewers are bound by confidentiality obligations.

4.7 Logs and retention. Inscendo retains operational and diagnostic telemetry logs (used for security, debugging, and abuse detection) for up to thirty (30) days, after which they are deleted on a rolling basis, except where Inscendo is subject to a legal hold or where Customer has subscribed to extended retention. Inscendo applies automated secret-redaction to this telemetry but does not redact other categories of personal information from it. Separately, Customer's conversation history and agent session records, which contain the literal text of prompts, AI Output, and the inputs and outputs of tool calls, are stored as Customer Data within Customer's tenant for as long as the account is active and are retained and deleted in accordance with § 4.8, not on the thirty-day telemetry schedule. Customer should not place sensitive personal information in prompts, tool inputs, or web-page content the agent is instructed to read.

4.8 Export and deletion. Customer may request an export of Customer Data by contacting Inscendo, and may use any in-product export tools Inscendo makes available from time to time. Upon a self-service account-deletion request, Inscendo provides a grace period (currently at least seven (7) days) during which the deletion may be cancelled and the account restored; after the grace period, Customer Data, including the tenant database, files, and stored secrets, is irreversibly purged. Inscendo may also delete Customer Data following other forms of termination, subject to legal-hold obligations. Copies of Customer Data may persist in routine backups for a limited additional period before they are deleted or rendered unrecoverable. Customer is responsible for requesting any export it needs before deletion.

4A. Marketplace

4A.1 Marketplace Capsules. The Service includes a marketplace through which Subscribers may publish capsules, widgets, automations, skills, and similar artifacts ("Marketplace Capsules") and other Subscribers may install them. Publishing is governed by the Marketplace Publisher Agreement (served at /legal/publisher-agreement); installing and using Marketplace Capsules is governed by the Marketplace Installer Terms (served at /legal/marketplace-terms). Both are incorporated into this Agreement for Customers who publish or install, respectively.

4A.2 Third-party content; direct license. Marketplace Capsules published by third parties are the products of their publishers, who develop, supply, and are solely responsible for them. Installing a Marketplace Capsule forms a license directly between Customer and the publisher on the standardized terms of the Marketplace Installer Terms; Inscendo is not a party to that license (but may enforce it as a third-party beneficiary) and, per § 11, provides third-party Marketplace Capsules AS-IS. Customer's remedies for a defective, misrepresented, insecure, or harmful Marketplace Capsule lie against its publisher.

4A.3 Source-visible distribution. Marketplace Capsules are distributed in source form: publishing discloses a capsule's complete source to installing tenants (and portions of it to any authenticated Subscriber browsing the marketplace), and installing places that source in Customer's tenant, where Customer may view and — within the Marketplace Installer Terms — modify it. Customer shall not redistribute, republish, or make a third-party Marketplace Capsule available outside Customer's own tenant.

4A.4 Paid Marketplace Capsules. For paid Marketplace Capsules, the publisher is the sole merchant of record; payment is made directly to the publisher through the publisher's own payment account; and refunds, chargebacks, and disputes are solely between Customer and the publisher. Inscendo may suspend or deactivate a Marketplace Capsule in Customer's tenant upon a refund, chargeback, subscription lapse, listing removal, or security or policy concern, without liability.

4A.5 AI-performed installation at Customer's cost. Installing, integrating, customizing, upgrading, repairing, and uninstalling Marketplace Capsules are performed dynamically by Inscendo IQ in Customer's tenant; there is no scripted installer. These operations are not warranted to succeed (§ 11.3A), and the usage they consume — including unsuccessful or repeated attempts — is metered to Customer per §§ 6.1 and 6.7 and the Marketplace Installer Terms.

4A.6 A Capsule built with Inscendo IQ remains its publisher's product. Marketplace Capsules are typically built using Inscendo IQ, at their publisher's direction and on the publisher's instructions, with the publisher deciding what the Capsule does, reviewing it, and electing to publish it. That does not make Inscendo the author, developer, designer, maker, supplier, distributor, or seller of any Marketplace Capsule, does not make a Capsule an Inscendo product, offering, service, or recommendation, and is not review, testing, quality assurance, security assessment, approval, certification, or endorsement of it by Inscendo. Inscendo's ownership of Platform Code under § 4.2, and any license Inscendo holds in a Capsule, allocate rights and are not an assumption of responsibility for a Capsule or a duty of care with respect to it. Any screening, security or dependency checking, provenance analysis, or similarity comparison Inscendo applies to the Marketplace is best-effort only: Inscendo does not guarantee that it will detect or prevent anything, assumes no obligation to police or monitor, and the presence of a Capsule in the marketplace is not a representation that it has been vetted, is secure, or is fit for any purpose. This § 4A.6 applies whether Customer publishes a Capsule, installs one, or both, and is stated in full in the Marketplace Publisher Agreement § 1.5 and the Marketplace Installer Terms § 6.1A and § 6.4.

5. Customer Responsibilities; Acceptable Use

5.1 Compliance. Customer shall use the Service in compliance with all applicable laws, including without limitation the Telephone Consumer Protection Act (47 U.S.C. § 227), the Telemarketing Sales Rule (16 C.F.R. Part 310), the CAN-SPAM Act of 2003, the Federal Trade Commission Act, applicable state mini-TCPA statutes (including Texas SB-140 and the Florida Telephone Solicitation Act), 10DLC registration requirements, the California Consumer Privacy Act, the Texas Data Privacy and Security Act, the Colorado AI Act, the Texas Responsible Artificial Intelligence Governance Act, the Health Insurance Portability and Accountability Act (where any addendum is in place), the Gramm-Leach-Bliley Act, COPPA, and applicable U.S. export-control and sanctions laws.

5.2 Acceptable Use Policy. Customer shall comply with, and shall ensure its users and end-users comply with, the Acceptable Use Policy ("AUP") posted at https://inscendoiq.com/legal/acceptable-use and incorporated into this Agreement. Inscendo may update the AUP from time to time; material changes will be notified per § 19.

5.3 AI Code of Conduct. Customer shall comply with, and shall ensure its users and end-users comply with, the AI Code of Conduct ("Code") posted at https://inscendoiq.com/legal/ai-code-of-conduct and incorporated into this Agreement.

5.4 Human oversight obligation. Customer acknowledges that Inscendo IQ is an autonomous AI system capable of independently making decisions and executing irreversible actions: including database mutations, schema changes, deletions, financial transactions, outbound communications, and the control of Customer's web browser. Customer shall implement adequate human oversight as described in the Code, including but not limited to (a) supervising destructive operations, recognizing that the Service does not provide a general, customer-configurable system of confirmation gates or per-tool permissions (see the AI Code of Conduct § 2.1) and that oversight is therefore exercised through how Customer instructs, scopes, tests, and monitors the agent and what access Customer grants it, (b) monitoring agent activity logs, (c) testing automations in non-production environments before deployment, (d) refraining from delegating to the agent any consequential decision affecting an individual's legal position, financial position, employment, housing, credit, insurance, or access to essential services without meaningful human review, and (e) not weakening or bypassing any safety system Inscendo provides.

5.5 End-user obligations (B2B2C flow-down). If Customer makes any portion of the Service available to its own customers, employees, contractors, or other end-users (collectively, "End-Users"), Customer shall (a) maintain its own privacy notice and terms of service, no less protective than this Agreement and the Privacy Policy, governing Customer's collection and use of End-User personal information; (b) require End-Users to accept terms at least as restrictive as this Agreement and the AUP before granting access; (c) act as the data controller (or equivalent first-party operator) with respect to End-User personal information; and (d) be solely responsible for obtaining all required consents (including TCPA prior express written consent for any outbound messaging on End-User behalf).

5.6 Customer is the sender of record. Customer is the sender of record for all SMS, MMS, RCS, voice, email, and other communications transmitted through the Service. Customer represents and warrants that, prior to initiating any such communication, it has obtained all required consents (including TCPA prior express written consent where required), maintained accurate consent records, registered required campaigns (10DLC and analogues), and complied with applicable opt-out and identification requirements. Inscendo's compliance tooling is provided as-is and does not relieve Customer of consent-collection obligations.

5.7 Carrier and regulator pass-through. Customer is responsible for fines, penalties, blocks, and chargebacks levied by carriers (including the T-Mobile Sev-0 messaging-violation regime), payment processors, regulators, or rights-holders that are attributable to Customer's use. Inscendo may pass through such charges to Customer with reasonable notice.

5.8 Third-party services. Customer is solely responsible for its accounts with, and its compliance with the terms of, any third-party service Customer integrates with the Service. Inscendo disclaims any liability for the act, omission, outage, error, security incident, or terms violation of any such third party.

6. Fees; Payment; Wallet

6.1 Wallet model. Inscendo currently bills on a prepaid-wallet basis. Customer purchases credit balances ("Wallet Funds") via Stripe, and Service usage (including AI reasoning and automation runs) is metered in U.S. dollars and debited against Customer's Wallet Funds at rates published from time to time on the Service's pricing page.

6.2 Usage markup. Inscendo charges a markup on the underlying AI-provider and infrastructure costs of Customer's usage to fund operations and Service development. Customer acknowledges this markup is part of the Service price and not a fiduciary or pass-through fee.

6.3 Suspension on zero balance. Inscendo may suspend Service access when Wallet Funds are exhausted. No refunds are issued for unused Wallet Funds upon termination, except as required by applicable law or as expressly stated.

6.4 Taxes. Fees exclude taxes. Customer is responsible for sales, use, VAT, and similar taxes other than taxes on Inscendo's net income.

6.5 Disputed charges. Customer shall notify Inscendo in writing of any disputed charge within thirty (30) days after Inscendo sends the receipt for that charge under § 6.10; otherwise the charge is deemed accepted. This § 6.5 does not limit any right Customer has under applicable law or under the rules of Customer's card issuer.

6.6 No price-list lock-in. Inscendo may change prices and the AI provider mix from time to time; price changes apply to subsequent Wallet purchases.

6.7 Usage fees accrue regardless of outcome; autonomous-agent cost risk. The Service meters and charges for AI reasoning, tool execution, sandbox compute, and automation runs as they are consumed, whether or not the task succeeds. Inscendo IQ operates autonomously and with broad permission to plan, retry, and self-correct; complex or ambiguous work — including installing, integrating, upgrading, repairing, or removing capsules — can consume substantial usage before completing or failing. Inscendo provides cost-mitigation controls (such as step limits, run caps, and alerts) on a best-effort, AS-IS basis; they are risk-reduction features, not spending guarantees, and Inscendo does not warrant that they will prevent any particular level of consumption. Except as required by law or expressly stated, fees for unsuccessful, repeated, or abandoned attempts are not refundable, and Customer bears the cost of usage consumed by autonomous agent work in its tenant. Customer is responsible for monitoring its wallet and configuring the controls Inscendo makes available.

6.8 Automatic Wallet top-up (recurring charge on a stored card). Customer may enable "auto top-up," under which Customer authorizes Inscendo to charge the payment method Customer has saved, automatically and without further authorization or prior notice of any individual charge, whenever Customer's Wallet balance falls below the threshold Customer sets. Customer sets both the threshold and the charge amount, and each charge is subject to Customer's monthly card-funding limit. Auto top-up is off unless Customer turns it on, and once on it continues to charge until Customer turns it off. There is no fixed schedule: a charge occurs whenever the balance condition is met, which may be more than once in a month. Customer may change the threshold or amount, or disable auto top-up entirely, at any time from Wallet settings; removing the saved payment method also disables it. Inscendo emails a receipt for each auto top-up charge under § 6.10.

6.9 Subscription plans; automatic renewal. Inscendo offers optional paid subscription plans (currently "Premium"), billed in advance at the price and interval published on the Service's pricing page and stated at the point of purchase. A subscription renews automatically for successive periods of the same length, and Customer's payment method is charged at the start of each renewal period, until Customer cancels. Customer may cancel at any time, without fee, from the same place in the Service where the subscription was purchased, or by contacting support@inscendoiq.com. Cancellation stops all future charges; it takes effect at the end of the period already paid for, and Customer keeps the subscription benefits through the end of that period. Except as required by law or as expressly stated (including § 3.3 of the Consumer Account Addendum), amounts already paid for a period in progress are not refunded. A change to the subscription price applies only to renewal periods beginning after the notice required by § 15.1, and Customer may cancel before it takes effect. If a renewal charge fails, Inscendo may retry it, may suspend the subscription benefits, and will notify Customer at the account email. This § 6.9 governs subscriptions Inscendo sells. A Marketplace Capsule subscription is not one of them: it is sold by the Capsule's publisher, who is the merchant of record, is charged by that publisher to Customer's payment method, and is governed by Marketplace Installer Terms § 5.3 and § 5.3A — including how it renews, how Customer cancels it (by uninstalling the Capsule), and that cancelling it takes effect immediately rather than at the end of the paid period.

6.10 Receipts and billing notices. For each charge Inscendo makes to Customer's payment method — a one-time Wallet purchase, an automatic top-up under § 6.8, and each subscription charge under § 6.9, first and renewal alike — Inscendo will send an itemized receipt by email to the account administrators, stating at least the amount charged, the date, and what was charged for; a receipt for a recurring charge also states that the charge recurs and how to stop it. Customer consents to receiving these receipts and all other billing notices electronically at the email address on the account (§ 19.4, § 19.5), and is responsible for keeping that address current and monitored. A record of every charge is also available at any time in the Service's transaction history. This § 6.10 covers charges Inscendo makes. A Marketplace Capsule fee is charged by its publisher rather than by Inscendo, so its receipt comes from that publisher, who is required to send one for every charge including each renewal (Marketplace Publisher Agreement § 6.7; Marketplace Installer Terms § 5.3A(e)). Inscendo neither issues nor holds those receipts.

7. Intellectual Property

7.1 Inscendo IP. Inscendo and its licensors retain all right, title, and interest in and to the Service, the underlying software, Platform Code (§ 4.2), models (other than Customer-trained tenant-isolated models, if any), APIs, documentation, the Inscendo brand, and any improvements, enhancements, or derivatives thereof. No rights are granted by implication or estoppel.

7.2 Customer IP. Customer retains all right, title, and interest in and to Customer Data, Uploaded Materials, and (subject to § 4) AI Output other than Platform Code. Platform Code is owned by Inscendo and licensed to Customer on ownership-equivalent terms under § 4.2A.

7.3 Feedback. If Customer provides feedback, suggestions, or ideas, Customer grants Inscendo a perpetual, irrevocable, royalty-free, worldwide license to use the same without restriction or compensation.

7.4 Trademark restrictions. Customer shall not use Inscendo's trademarks (including INSCENDO) except as expressly permitted in writing. Customer shall not adopt any mark confusingly similar to Inscendo's trademarks.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. The Service, pricing, and roadmap are Inscendo's Confidential Information. Customer Data is Customer's Confidential Information.

8.2 Obligations. Each party shall (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information of like importance (and not less than reasonable care), and (c) limit access to personnel and contractors with a need to know who are bound by similar confidentiality obligations.

8.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was rightfully known by the receiving party before disclosure, (c) is rightfully received from a third party without confidentiality obligations, or (d) is independently developed without use of the other party's Confidential Information.

8.4 Compelled disclosure. A party may disclose Confidential Information as required by law, subpoena, or court order, provided the party gives prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.

9. Privacy and Data Processing

9.1 The Privacy Policy at https://inscendoiq.com/legal/privacy describes Inscendo's collection and use of personal information. By using the Service, Customer acknowledges the Privacy Policy.

9.2 The Data Processing Addendum at https://inscendoiq.com/legal/data-processing applies where Inscendo processes personal information on Customer's behalf and is incorporated into this Agreement.

9A. SMS/Text Messaging Terms ("SMS Terms")

9A.1 Program description. By providing your mobile phone number and checking the applicable box on a form on the Service or on inscendoiq.com, you agree to receive text messages (SMS/MMS) from Inscendo Automation Inc. ("Inscendo," "we," "us"). Depending on which consent(s) you provide, these messages fall into one of two categories:

(a) Non-Marketing Messages — customer-care and account communications, including appointment/demo scheduling and confirmations, answers to questions you have raised, and operational or account notices (for example, service status, maintenance windows, integration or connection alerts, and confirmations that a request you made was completed); and

(b) Marketing Messages — promotional communications, including new-feature announcements, upgrade or upsell offers, and other messages intended to promote Inscendo's products or encourage engagement with the platform.

The distinguishing test is substance, not format: a message is a Marketing Message if its purpose is to promote a product, feature, or offer or to encourage a purchase or upgrade, regardless of whether it is manually sent or automated. A message is a Non-Marketing Message only where its purpose is to service an existing request, appointment, account, or relationship. We only send the category or categories of messages you have separately consented to receive. Messages may be sent using an automatic telephone dialing system, an artificial or prerecorded voice, or similar automated technology.

9A.2 Message frequency. Message frequency varies based on your interactions with us and the meetings or requests you schedule. You may receive more messages during active onboarding or scheduling periods and fewer at other times.

9A.3 Sending hours. Inscendo sends text messages only between 9:00 AM and 9:00 PM, Monday through Saturday, and between 12:00 PM and 9:00 PM on Sunday, in the recipient's local time, consistent with the Texas Business & Commerce Code's telephone-solicitation timing restrictions. This restriction applies to Marketing Messages; time-sensitive Non-Marketing Messages (such as same-day meeting reminders) may be sent outside these hours only where reasonably necessary to convey time-critical information you have requested.

9A.4 Message and data rates. Message and data rates may apply. Charges are determined by your mobile carrier and plan; Inscendo is not responsible for carrier fees.

9A.5 Electronic signature; written consent. By checking a consent box and submitting the applicable form, you are providing your electronic signature and your prior express written consent, as those terms are used under the Telephone Consumer Protection Act and the E-SIGN Act, to receive the category of messages you selected. You may withdraw this consent at any time as described in § 9A.7.

9A.6 Opt-out. You may opt out of receiving text messages from Inscendo at any time by replying STOP to any message. After you reply STOP, we will send one final message confirming your opt-out. Replying STOP opts you out of all SMS communications from Inscendo sent from that phone number, including both Non-Marketing and Marketing Messages; it is not possible to opt out of only one category by replying STOP. If you wish to stop only Marketing Messages while continuing to receive Non-Marketing Messages (or vice versa), contact us using the methods in § 9A.7.

9A.7 Help; other ways to revoke consent. Reply HELP to any message for assistance, or contact us at support@inscendoiq.com. You may also revoke your consent, or update your preferences, through any other reasonable method, including but not limited to replying with words such as "unsubscribe" or "cancel," or telling an Inscendo representative directly. STOP, HELP, and email are simply the fastest ways to reach us — they are not the exclusive means of revoking consent. Withdrawing consent does not affect the lawfulness of messages sent before your withdrawal, and we will honor a revocation received through any reasonable method within a reasonable time after receipt.

9A.8 Not a condition of purchase. Consent to receive text messages, including Marketing Messages, is not a condition of purchasing or using any Inscendo product or service.

9A.9 Carrier disclaimer. Carriers are not liable for delayed or undelivered messages.

9A.10 Your phone number; reassigned numbers. By submitting a phone number, you represent that you are the current subscriber or customary user of that number and have the authority to provide the consents in this § 9A for it. If your mobile number changes or is reassigned, you agree to promptly notify Inscendo by emailing support@inscendoiq.com. Inscendo is not liable for messages sent in good-faith reliance on a phone number you provided, up until Inscendo receives actual notice that the number is no longer yours.

9A.11 Sensitive information. SMS is not an encrypted or secure channel. Please do not include sensitive personal information — such as health, financial-account, payment-card, or government-ID information — in text messages to or from Inscendo.

9A.12 Privacy. Information you provide in connection with SMS communications, including your mobile number and opt-in status, is handled in accordance with our Privacy Policy at https://inscendoiq.com/legal/privacy. We do not sell or share your mobile opt-in data with third parties for their own marketing purposes.

9A.13 Consent records. Inscendo retains records of the consent you provide under this § 9A — including the date, time, exact disclosure language presented, and the phone number and category consented to — for at least five (5) years, consistent with applicable recordkeeping requirements.

9A.14 Supported carriers; eligibility. This program is available to U.S. mobile subscribers on participating carriers. Coverage, delivery, and timing are not guaranteed and depend on your carrier and device.

9A.15 Dispute resolution. This § 9A is part of, and incorporated into, the Agreement. Any dispute arising out of or relating to this § 9A, including claims under the Telephone Consumer Protection Act, is subject to § 16 (Dispute Resolution; Governing Law) of this Agreement, including the arbitration agreement and class-action waiver in §§ 16.3 and 16.5.

9A.16 Changes to this § 9A. We may update this § 9A from time to time in accordance with § 15 (Modifications) of this Agreement.

10. Security

10.1 Inscendo security commitments. Inscendo will maintain administrative, technical, and physical safeguards appropriate to the Service, including encryption of Customer Data at rest and in transit, logical separation of tenants (a separate database per tenant, per-tenant storage, and per-tenant secret naming), enforced primarily at the application layer, identity and access controls, and incident-response procedures. As with any multi-tenant service, logical separation reduces but does not eliminate the risk of cross-tenant access, and Inscendo does not warrant that isolation is absolute.

10.2 No specific compliance certification represented. Inscendo does not represent SOC 2, ISO 27001, HIPAA, PCI-DSS, FedRAMP, or other certifications unless expressly stated in writing in an executed addendum.

10.3 Customer security obligations. Customer is responsible for configuring its own access controls, securing API keys and credentials it supplies to the Service, applying least-privilege to what it exposes to the agent, exercising oversight of destructive operations (recognizing the Service does not provide general customer-configurable confirmation gates), monitoring agent logs, and promptly reporting suspected security incidents to support@inscendoiq.com.

11. Warranties and Disclaimers

11.1 Mutual. Each party represents and warrants that it has the legal authority to enter into this Agreement.

11.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN § 11.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS-IS" AND "AS-AVAILABLE," WITH ALL FAULTS. INSCENDO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, AND TITLE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. INSCENDO DOES NOT WARRANT THAT THE SERVICE OR AI OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETE, ACCURATE, NON-INFRINGING, SECURE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, AND MAKES NO WARRANTY OF ANY KIND REGARDING ANY THIRD-PARTY FOUNDATION MODEL OR OTHER THIRD-PARTY SERVICE ON WHICH THE SERVICE RELIES, INCLUDING ITS BEHAVIOR, ACCURACY, CONTENT POLICIES, SECURITY, OR AVAILABILITY. CUSTOMER BEARS THE ENTIRE RISK OF USING THE SERVICE AND AI OUTPUT.

11.3 High-Risk Use disclaimer. THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN HAZARDOUS OR HIGH-RISK ENVIRONMENTS, INCLUDING WITHOUT LIMITATION (A) AIRCRAFT NAVIGATION OR COMMUNICATION, (B) MASS-TRANSIT CONTROL, (C) NUCLEAR FACILITY OPERATION, (D) LIFE-SUPPORT, EMERGENCY MEDICAL, OR MEDICAL-DEVICE SYSTEMS, (E) WEAPONS SYSTEMS OR AUTONOMOUS WEAPONS, (F) AUTONOMOUS-VEHICLE CONTROL, OR (G) ANY APPLICATION WHERE FAILURE OF THE SERVICE COULD LEAD TO DEATH, SERIOUS BODILY INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (collectively, "High-Risk Uses"). CUSTOMER SHALL NOT USE THE SERVICE FOR HIGH-RISK USES.

11.3A No AI-performance warranty. WITHOUT LIMITING § 11.2, INSCENDO DOES NOT WARRANT THAT INSCENDO IQ OR ANY OTHER AI FEATURE WILL BE ABLE TO PERFORM ANY PARTICULAR TASK — INCLUDING GENERATING CODE, BUILDING OR MODIFYING ANY CAPSULE, WIDGET, OR AUTOMATION, OR INSTALLING, INTEGRATING, UPGRADING, UNINSTALLING, OR RE-INSTALLING ANY MARKETPLACE CAPSULE. THESE OPERATIONS ARE PERFORMED DYNAMICALLY BY AI, ARE NOT SCRIPTED OR GUARANTEED, MAY FAIL OR REQUIRE REPEATED ATTEMPTS, MAY LEAVE WORK PARTIALLY APPLIED, AND MAY INTRODUCE DEFECTS THAT REQUIRE FURTHER WORK TO REPAIR. FEES FOR USAGE CONSUMED BY SUCH OPERATIONS ACCRUE REGARDLESS OF OUTCOME (§ 6.7).

11.4 Reverse indemnity for High-Risk Use. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS INSCENDO FROM AND AGAINST ALL DAMAGES, COSTS, AND ATTORNEYS' FEES IN CONNECTION WITH ANY CLAIM ARISING FROM A HIGH-RISK USE BY CUSTOMER OR ITS END-USERS, INCLUDING ANY CLAIM BASED IN STRICT LIABILITY OR THAT INSCENDO WAS NEGLIGENT IN DESIGNING OR PROVIDING THE SERVICE.

11.5 Backups and restoration. Inscendo keeps encrypted backup copies of Customer Data and Customer Configurations, which may include an off-site immutable copy held with a Sub-Processor disclosed for that purpose in the DPA (§ 6.2 and § 8.1(j)), so that the Service can be restored after a failure. RESTORATION FROM A BACKUP RETURNS THE SERVICE TO THE MOST RECENT RECOVERY POINT AVAILABLE TO INSCENDO, AND CUSTOMER DATA WRITTEN AFTER THAT RECOVERY POINT MAY NOT BE RECOVERED. Where Inscendo restores Customer's tenant from a backup, Inscendo will notify Customer without undue delay of the recovery point used. This § 11.5 does not promise any recovery-time or recovery-point objective and does not limit § 11.2 or § 13. Customer's export rights under § 4.8 are a supplementary means of keeping Customer's own copy of Customer Data.

12. Indemnification

12.1 By Inscendo (limited). Subject to §§ 12.3 and 13, Inscendo shall defend Customer against any unaffiliated third-party claim that the Service, as provided by Inscendo and used in accordance with this Agreement, infringes a U.S. patent, U.S. registered copyright, or U.S. registered trademark, or constitutes misappropriation of trade secrets under the Defend Trade Secrets Act, and shall pay any final judgment or settlement Inscendo authorizes. Inscendo's obligations under this § 12.1 do not apply to (a) Customer Data or Customer Configurations; (b) AI Output, including any third-party rights asserted in AI Output (whether or not the AI Output appears in a manner that suggests Inscendo authored it); (c) modifications, combinations, or unauthorized uses; (d) trademark claims arising from Customer's choice of tenant brand, capsule name, or other Customer-controlled identifier; (e) claims that would have been avoided by Customer's installation of an update Inscendo made available; or (f) the Customer's continued use after notice of an alleged infringement. Inscendo's IP indemnity is the sole and exclusive remedy for infringement claims. If the Service is enjoined or Inscendo believes it may be, Inscendo may, at its option, (i) procure rights for Customer to continue use, (ii) modify or replace the Service to be non-infringing, or (iii) terminate Customer's affected subscription and refund any prepaid Wallet Funds for unused future periods.

12.2 By Customer. Customer shall defend, indemnify, and hold harmless Inscendo and its affiliates, officers, directors, employees, and contractors from and against any third-party claim and any associated damages, fines, penalties, settlements, costs, and reasonable attorneys' fees arising out of or related to:

(a) Customer Data, Customer Configurations, or any prompt, instruction, automation, capsule, widget, or skill Customer (or any user, contractor, or End-User of Customer) creates or causes Inscendo IQ to execute; (b) any communication sent through the Service (SMS, email, voice, push, in-app, web push, or otherwise), regardless of whether Inscendo IQ generated, suggested, or sent the communication on Customer's behalf; (c) any act or omission of Customer's employees, contractors, agents, or End-Users; (d) violation of this Agreement, the AUP, the AI Code of Conduct, the Privacy Policy, or applicable law: including without limitation the TCPA, TSR, CAN-SPAM, do-not-call rules, state mini-TCPA statutes, 10DLC requirements, U.S. export-control and sanctions laws, federal and state consumer-protection laws, federal and state privacy laws (including CCPA/CPRA, TDPSA, VCDPA, CPA, CTDPA, UCPA, and successors), HIPAA (if any addendum is in place), GLBA, FCRA, ADA, FHA, ECOA, COPPA, the Colorado AI Act, the Utah AIPA, the California AI Transparency Act, the Texas Responsible Artificial Intelligence Governance Act, and any state autonomous-agent or AI-decision law; (e) Customer's failure to obtain valid consent from message recipients or data subjects; (f) Customer's combination of the Service with non-Inscendo products or third-party APIs; (g) infringement, misappropriation, or violation of intellectual-property, publicity, or privacy rights by Customer Data, Customer Configurations, or by AI Output that Customer retained, deployed, transmitted, sold, or published without exercising the human-review obligations in the AI Code of Conduct; (h) any Customer-side breach of the human-oversight obligation in § 5.4; (i) any High-Risk Use (see § 11.4); or (j) any tax, fine, penalty, chargeback, or regulatory pass-through under § 5.7.

12.2A EXPRESS NEGLIGENCE AND FAIR NOTICE — READ THIS PARAGRAPH. THE INDEMNITY IN § 12.2 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. CUSTOMER AND INSCENDO INTEND THIS SENTENCE AS A SPECIFIC, CONSPICUOUS EXPRESSION OF THAT AGREEMENT, and Customer acknowledges that it has actual notice and knowledge of this § 12.2A.

12.2B What § 12.2 does NOT reach. Notwithstanding § 12.2A:

(a) Inscendo's sole fault — no indemnity at all. Customer 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. Customer 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 § 12.2, Customer'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. Section 12.2 does not shift any liability that applicable law makes non-indemnifiable.

12.2C Consumer Accounts. Sections 12.2A and 12.2B do not apply to a Consumer Account (Consumer Account Addendum § 1). A Consumer's indemnity obligation under § 12.2 never reaches a loss caused in any part by Inscendo's own negligence, and is limited to claims arising from the Consumer's own breach, misuse, or unlawful conduct.

12.3 Indemnification mechanics. The indemnified party shall (a) give prompt written notice of the claim, (b) tender sole control of the defense and settlement to the indemnifying party (provided that no settlement requiring an admission of liability or non-monetary action by the indemnified party may be made without consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

13.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF REVENUE, PROFITS, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Per-Customer Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSCENDO'S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES (INCLUDING WALLET FUNDS APPLIED TO USAGE AND AUTOMATION-EXECUTION FEES) PAID OR PAYABLE BY CUSTOMER TO INSCENDO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000). FOR FREE-TIER, BETA, OR PREVIEW USE, THE CAP IS ONE HUNDRED U.S. DOLLARS (US $100). The same per-Customer cap likewise limits Customer's aggregate liability to Inscendo, except for liability arising under § 12.2 (Indemnification by Customer), § 6 (Fees), and the carve-outs in § 13.4.

13.3 AGGREGATE CAP ACROSS ALL CUSTOMERS (BLANKET CAP). IN ADDITION TO THE PER-CUSTOMER CAP IN § 13.2, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INSCENDO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, AGGREGATED ACROSS ALL CUSTOMERS AND ACROSS ALL CLAIMS, ARBITRATIONS, AND OTHER PROCEEDINGS BROUGHT, FILED, OR THREATENED IN ANY ROLLING TWELVE (12)-MONTH PERIOD, WILL NOT EXCEED THE LESSER OF (A) THE TOTAL REVENUE INSCENDO ACTUALLY RECEIVED FROM CUSTOMERS IN THAT TWELVE (12)-MONTH PERIOD, OR (B) ONE MILLION U.S. DOLLARS (US $1,000,000) (the "Blanket Cap"). If the aggregate amount of valid Customer claims and recoveries in any rolling twelve (12)-month period would exceed the Blanket Cap, recoveries shall be allocated pro rata among the affected Customers based on the per-Customer caps applicable under § 13.2, and Customer agrees to such pro-rata reduction. The Blanket Cap is an essential allocation of risk that reflects the affordability of the Service for small-business and individual users; absent the Blanket Cap, the Service would not be commercially viable.

13.4 Carve-outs from cap and exclusions. The exclusions in § 13.1 and the caps in §§ 13.2 and 13.3 do not apply to: (a) Customer's payment obligations; (b) Customer's indemnity obligations under § 12.2; (c) violations of the AUP; (d) infringement or misappropriation of the other party's intellectual property; (e) breach of confidentiality under § 8; (f) violation of § 3.2 (Restrictions); (g) willful misconduct or gross negligence; (h) liability that cannot be excluded under applicable law (including death or personal injury caused by negligence and fraudulent misrepresentation).

13.5 Statute of limitations. Any claim arising out of or related to this Agreement must be commenced within twelve (12) months of the act or omission giving rise to the claim, or be permanently barred, except for claims that cannot be limited by contract.

13.6 Allocation of risk. The parties acknowledge that the limitations in this § 13 are an essential element of the bargain and reflect the allocation of risk between the parties. The fees would be substantially higher absent these limitations.

13.7 Insurance. Inscendo intends to obtain and maintain commercially reasonable cyber-liability and technology errors-and-omissions insurance. Any such insurance is for Inscendo's benefit only, does not run to Customer's benefit, and is not a guarantee of recovery to Customer.

14. Term; Suspension; Termination

14.1 Term. This Agreement begins on Customer's account creation and continues until terminated.

14.2 Termination for convenience. Either party may terminate at any time on written notice. If Customer terminates, no refund of unused Wallet Funds is provided except as required by law.

14.3 Termination for cause. A party may terminate immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure within thirty (30) days of notice (or, for breaches incapable of cure, immediately), or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

14.4 Suspension. Inscendo may suspend or terminate Customer's access immediately and without prior notice for: (a) suspected violation of the AUP, AI Code of Conduct, or applicable law; (b) chargebacks, payment failures, or unpaid fees; (c) imminent risk to Inscendo, other customers, or third parties; (d) carrier, processor, or regulator complaint; (e) law-enforcement request; (f) agent activity that materially threatens data integrity, security, or third-party rights; or (g) suspected fraudulent, abusive, or illegal activity. To the maximum extent permitted by applicable law, Inscendo will have no liability for any loss or damage (including loss of data, profits, or business) arising from a suspension, restriction, or termination under this Agreement.

14.5 Effect of termination. Upon termination, Customer's license terminates and Customer must cease use of the Service. Sections 1.2, 3.2, 4 (with respect to license-back and aggregated data), 4A (with respect to licenses and restrictions that survive per the Marketplace Installer Terms), 5.5–5.7, 7, 8, 11, 12, 13, 14.5, 15, 16, 17, 18, 22, and any provision that by its nature should survive, will survive termination.

15. Modifications

15.1 Inscendo may update this Agreement, the AUP, and the AI Code of Conduct from time to time. Material adverse changes will be communicated by posting and email notice at least thirty (30) days before they take effect, and Customer's sole remedy for an unacceptable material change is to terminate the account before the change takes effect. Continued use after the effective date constitutes acceptance.

16. Dispute Resolution; Governing Law

16.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution (mandatory pre-arbitration step). Before initiating arbitration, the party with the claim shall send a written, individually signed notice to support@inscendoiq.com (or to Customer's account email, if Inscendo is the party with the claim) describing the nature of the claim, the specific facts giving rise to it, and the relief sought. The parties shall attempt to resolve the dispute informally for sixty (60) days from receipt of the notice. Any arbitration filed in violation of this § 16.2 will be dismissed and the filing party shall pay the other party's reasonable attorneys' fees and costs in connection with the dismissal. Boilerplate notices that do not identify the specific factual basis of the individual claimant's claim do not satisfy this section.

16.3 Mandatory binding individual arbitration. Any dispute arising out of or relating to this Agreement that is not resolved under § 16.2 shall be finally settled by binding arbitration, by a single arbitrator, in Dallas, Texas, in English. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this section, notwithstanding any state law to the contrary. Judgment on the award may be entered in any court of competent jurisdiction.

16.3A Delegation; who decides arbitrability. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute about the interpretation, applicability, scope, enforceability, unconscionability, or formation of this § 16, including whether a particular claim is subject to arbitration. This delegation is intended as clear and unmistakable evidence of the parties' agreement that the arbitrator decides arbitrability, in addition to any delegation effected by incorporating the rules of the chosen arbitral forum. Two questions are reserved to a court: (a) the enforceability of the class-action and consolidation waiver in § 16.5 and of the Coordinated-Filing Procedure in § 16.6 — and no arbitrator has authority to certify or preside over any class, collective, or representative proceeding; and (b) whether a particular claim falls within a carve-out in § 16.7, which the court in which that claim is brought may decide. If this § 16.3A is held unenforceable as to a question, that question is decided by a court and the remainder of § 16 stays in force.

16.4 Choice of arbitral forum. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If, however, AAA declines to administer the arbitration on the terms of this Agreement, or if the AAA filing fees, administrative fees, or supplementary mass-arbitration procedures applied to the dispute would, in Inscendo's reasonable view, exceed the costs of administration before another reputable arbitral forum, Inscendo may, at its option and on written notice to Customer, designate that the arbitration be administered instead by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures, by National Arbitration and Mediation ("NAM") under the NAM Comprehensive Dispute Resolution Rules, or by FedArb under the FedArb Rules. The Federal Arbitration Act applies regardless of which forum administers.

16.5 CLASS-ACTION AND CONSOLIDATION WAIVER. CUSTOMER AND INSCENDO EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, MASS ACTION, OR PRIVATE-ATTORNEY-GENERAL ACTION, IN ANY FORUM, AGAINST THE OTHER. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF, OR PROVIDE RELIEF TO, MORE THAN ONE CUSTOMER, AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If a court of competent jurisdiction holds the waiver in this § 16.5 unenforceable as to a particular claim, then that claim alone shall be severed and proceed in court under § 16.7, but the remainder of this § 16 (including individual arbitration of all other claims) shall remain in full force.

16.6 Mass-arbitration / Coordinated-Filing Procedure. If twenty-five (25) or more demands for arbitration that share material common questions of fact or law (whether represented by the same counsel, by counsel acting in concert, or otherwise coordinated) are filed against Inscendo within any ninety (90)-day period (collectively, "Coordinated Filings"), the following procedures apply:

(a) Bellwether selection. Counsel for the claimants and Inscendo shall meet and confer in good faith to select up to ten (10) "Bellwether" cases (five (5) selected by claimants' counsel and five (5) selected by Inscendo) that, taken together, are representative of the Coordinated Filings.

(b) Stay. All other Coordinated Filings (each a "Stayed Filing") shall be stayed pending resolution of the Bellwether cases. Statutes of limitations on Stayed Filings are tolled during the stay.

(c) Bellwether arbitration. The Bellwether cases shall be arbitrated individually under the rules of the chosen forum, on a schedule the parties agree to or that the arbitrators set. Bellwether outcomes are not binding on Stayed Filings as a matter of preclusion but are admissible as the parties may stipulate.

(d) Negotiation window. Within sixty (60) days after the last Bellwether arbitration is decided, the parties shall negotiate in good faith for ninety (90) days to resolve the Stayed Filings on aggregate terms.

(e) If no resolution. If the parties do not resolve the Stayed Filings under (d), each Stayed Filing may proceed to individual arbitration in successive waves of fifty (50), with subsequent waves to commence only after the prior wave is resolved or stayed.

(f) Filing-fee allocation. Notwithstanding any rule of the arbitral forum, when Coordinated Filings are filed: (i) the claimant in each filing shall pay the consumer filing fee specified by the chosen forum's rules; and (ii) Inscendo's responsibility for forum administrative fees in each Stayed Filing is suspended until that Stayed Filing is unstayed under (e). For Bellwether arbitrations, fees are allocated under the chosen forum's standard rules.

(g) No coercion through fees. Customer represents and acknowledges that this § 16.6 is a reasonable, good-faith case-management procedure, not a means of coercive fee-shifting, and that it preserves Customer's right to individual arbitration on the merits.

(h) Severability and fallback. If § 16.6 is held unenforceable by a court of competent jurisdiction with respect to specific Coordinated Filings, those filings (and only those filings) shall proceed in court under § 16.7, on an individual (non-class) basis, with the class-action waiver in § 16.5 to remain in force; the remainder of this § 16 stays effective for all other matters.

16.7 Carve-outs from arbitration. Either party may bring, in court rather than arbitration:

(a) a small-claims action in a court of competent jurisdiction in the county of the defendant's principal place of business, where the claim qualifies for that court's jurisdiction and is brought on an individual (non-class) basis;

(b) an action for injunctive or other equitable relief to protect intellectual-property or confidentiality interests in the state or federal courts located in Dallas County, Texas, to which the parties consent to personal jurisdiction and waive any venue objection;

(c) a claim for public injunctive relief under California Bus. & Prof. Code §§ 17200 et seq. (the "McGill v. Citibank" claim), where applicable law (including McGill) holds such relief non-arbitrable as a matter of state public policy; provided that any such claim shall (i) be limited to injunctive relief on behalf of the general public (no monetary damages or class certification on behalf of others), (ii) be stayed pending the outcome of any individual arbitration of the claimant's other claims, and (iii) be brought solely in state court in Dallas County, Texas;

(d) any claim that, by binding statute or controlling case law not preempted by the FAA, cannot be subjected to mandatory arbitration.

16.8 Loser-pays for frivolous claims. Where the arbitrator determines that a claim or defense was frivolous, brought in bad faith, or filed for an improper purpose (including as part of a coordinated mass-filing campaign with no individual merit), the arbitrator may award reasonable attorneys' fees and costs to the prevailing party, to the maximum extent permitted by the FAA and Texas law. This provision is intended to deter abusive claim filing and is essential to the parties' bargain.

16.9 Confidentiality. Each arbitration shall be confidential. Awards may be disclosed only as necessary to enforce the award, comply with applicable law, or in connection with the parties' insurance, audit, or financing transactions.

16.10 No release of state-AG / regulator authority. Nothing in § 16 limits the authority of any State Attorney General, the Federal Trade Commission, the Federal Communications Commission, the U.S. Department of Justice, or any other governmental authority to investigate or take enforcement action against Inscendo. This Agreement does not bind any such authority and no provision of this Agreement is intended as a release of such authority.

16.11 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND INSCENDO EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE RELATIONSHIP BETWEEN THE PARTIES, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY.

THIS WAIVER APPLIES TO ANY CLAIM HEARD IN COURT RATHER THAN IN ARBITRATION, INCLUDING A CLAIM BROUGHT UNDER A CARVE-OUT IN § 16.7, A CLAIM SEVERED UNDER § 16.5 OR § 16.6(h), AND ANY CLAIM AS TO WHICH § 16 IS HELD UNENFORCEABLE IN WHOLE OR IN PART. THIS WAIVER IS SEPARATE FROM, AND SURVIVES, ANY DETERMINATION THAT THE AGREEMENT TO ARBITRATE IS UNENFORCEABLE. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS PROVISION, HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL, AND AGREES TO IT AS A MATERIAL INDUCEMENT TO ENTER THIS AGREEMENT.

This § 16.11 does not apply where a pre-dispute jury waiver is unenforceable under applicable law, and does not apply to a Consumer Account except to the extent permitted by the Consumer Account Addendum and applicable consumer-protection law. A holding that this § 16.11 is unenforceable does not affect § 16.3 through § 16.10.

17. Export Controls and Sanctions

17.1 Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or ordinarily resident in any Sanctioned Jurisdiction (Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, or the so-called Luhansk People's Republic, and any other comprehensively sanctioned region as determined by OFAC); (b) Customer is not identified on the U.S. Department of the Treasury Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, the Department of Commerce's Denied Persons List or Entity List, or any analogous list maintained by the United States, the United Nations, the European Union, or the United Kingdom (collectively, "Restricted Party Lists"); and (c) Customer is not 50% or more owned (individually or in the aggregate) by any party identified on a Restricted Party List or located in a Sanctioned Jurisdiction. Customer shall not use the Service for or on behalf of any such person, and shall not export, re-export, or transfer the Service or any AI Output in violation of U.S. export-control or sanctions laws.

18. U.S. Government Customers

The Service is "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212. Use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government is governed solely by this Agreement.

19. Notices

19.1 To Inscendo. support@inscendoiq.com, with copy to: Inscendo Automation Inc., 24900 Pitkin Rd, Ste 210, Spring, TX 77386, USA, Attn: Legal.

19.2 To Customer. To Customer's Legal Notice Email — the address Customer designates in the Service to receive contractual, legal, account, billing, and security notices — or, where Customer has not designated one, to the email address associated with Customer's account. Notice is effective when sent.

19.3 In-app and posted notices. Inscendo may give notice by posting in the Service or on any of its operating domains.

19.4 Customer must keep its contact information current; consent to electronic notice. Customer shall maintain accurate, current, and complete contact information in the Service at all times — including a monitored Legal Notice Email — and shall update it promptly when it changes. Customer consents to receive all contractual, legal, account, billing, and security notices electronically, at that address and in the Service, and agrees that electronic delivery satisfies any requirement that a notice be given in writing, except where applicable law requires a different method. A Customer who does not wish to receive notices electronically may not use the Service.

19.5 Failed notice. A notice sent to the address Customer designated is effective when sent, whether or not Customer actually receives it. Inscendo has no liability, and a notice is not rendered ineffective, because Customer's contact information was inaccurate, obsolete, unmonitored, or because delivery was blocked, filtered, or rejected by Customer's own mail systems. Where Inscendo has actual knowledge that Customer's Legal Notice Email is undeliverable, Inscendo will use commercially reasonable efforts to alert Customer's account administrators within the Service and to prompt Customer to correct it; that effort is a courtesy and is not a condition of effective notice under § 19.2.

20. General

20.1 Independent contractors. The parties are independent contractors. Nothing creates an agency, partnership, joint venture, or franchise.

20.2 Assignment. Customer may not assign this Agreement without Inscendo's prior written consent (not unreasonably withheld), except in connection with a merger or sale of substantially all assets to a non-competing acquirer that assumes all obligations. Inscendo may assign this Agreement freely. Any attempted assignment in violation of this section is void.

20.3 Entire agreement. This Agreement (together with documents incorporated by reference) is the entire agreement between the parties with respect to its subject matter and supersedes prior or contemporaneous communications.

20.4 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be modified, and the remainder will remain in effect.

20.5 No waiver. A failure or delay in exercising a right does not waive it.

20.6 Force majeure. Neither party is liable for failure or delay due to causes beyond its reasonable control, including AI provider outages, internet outages, cloud provider failures, government actions, pandemics, war, and natural disasters; payment obligations are not excused.

20.7 No third-party beneficiaries. This Agreement creates no third-party beneficiary rights.

20.8 Order of precedence. In the event of conflict: (a) an executed Order Form or Addendum; (b) the Data Processing Addendum; (c) this MSA; (d) the AI Code of Conduct; (e) the AUP; (f) the Privacy Policy.

20.9 Headings. Headings are for convenience and do not affect interpretation.

20.10 Counterparts; electronic acceptance. Click-through acceptance and electronic signatures are valid and binding.

21. Sanctions Compliance

[See § 17.]

22. Trademark and Domain Notice

22.1 Inscendo's canonical domain is inscendoiq.com. Inscendo may also operate one or more alternate front-door domains that route to the same Service; each such domain is used solely as a network-infrastructure address on which the Service is hosted. The product and service offered to users is branded Inscendo, which is the sole source identifier for Inscendo's offerings. Any incidental appearance of a domain string in URLs, email addresses, certificates, or technical headers is a function of the underlying domain and is not a representation of source, sponsorship, affiliation, or endorsement. Inscendo Automation Inc. is not affiliated with, sponsored by, or endorsed by any other company that may use a similar name.

22.2 All product and service marks of Inscendo (including INSCENDO) are the property of Inscendo Automation Inc.

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Acknowledgment. By creating an account or using the Service, Customer acknowledges that Customer has read, understood, and agreed to this Agreement and the documents it incorporates by reference.

[End of Master Subscription Agreement]