SaaS Subscription Terms & Conditions

1. SaaS Service Description Provider grants Client a non-exclusive, non-transferable, limited subscription to access and use the AI Headcount Platform (“SaaS Service”) during the Subscription Term, solely for Client’s internal business purposes. The SaaS Service enables Client to: Deploy pre-built and custom AI Agents Execute AI Agent workflows and monitor performance via dashboards

2. Definitions Affiliate - any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. Confidential Information - See Section 1 of the MSSA - Any data, information, or material provided or submitted by Client or its Users to the Service in the course of using the Service.

3. Subscription Tiers & Order Form Subscription scope (users, agents, campaign volume) is defined in the Order Form (Exhibit A). Overages billed at rates defined in the Order Form (Exhibit A).

4. Access & Authorized Users Access via unique credentials. Client is responsible for all activity under its account. May allow Affiliates or contractors as Authorized Users (subject to same terms and entitlement level).

5. AI-Generated Outputs Ownership: Client owns all Outputs (e.g., campaign copy, ad creatives, email sequences) generated by AI Agents using Client Data. License to Provider: Client grants Provider a worldwide, royalty-free license to use Outputs solely to: Provide the SaaS Service Improve AI models (anonymized, aggregated) Generate benchmarks (non-attributable) Disclaimer: AI Outputs are not guaranteed to be accurate, original, or non-infringing. Client must review and approve all Outputs before use. Client shall indemnify Provider for third-party claims arising from Client’s commercial use of Outputs.

6. Client Data & Model Training Client Data: All data uploaded or generated by Client (campaign assets, customer lists, brand guidelines). License: Client grants Provider a limited license to: Leverage, process, and analyze Client Data to deliver the SaaS Service Train custom AI Agents (per SOW) Improve core models (anonymized) Deletion: Client Data deleted within 30 days of subscription termination (except backups, anonymized data, or as required by law).

7. Acceptable Use Policy Client shall not: Use AI Agents for spam, phishing, or illegal content Use AI Agents for workflows not relevant to their designated functionality Reverse engineer models or prompts Exceed usage quotas Resell access without written agreement

8. Service Level Agreement (SLA) SLA’s are defined by Client’s designated Cloud provider of choice. Provider may offer preview or beta features ‘as-is’ with no SLA.

9. Data Security ISO 27001-aligned controls Data encrypted in transit (TLS 1.2+) and at rest (AES-256) SOC 2 Type II report available under NDA Breach notification within 72 hours

10. Subscription Term & Termination Term: As stated in Order Form (auto-renew unless 30-day notice) Termination for Cause: Material breach (30-day cure) Effect: Access revoked; final invoice issued

11. Fees & Payment Annual Commitment to be billed monthly in advance Net 30 terms Price increases: ≤ 5% annually with 60-day notice