Master Subscription Agreement

1. Background and Order of Precedence

This Master Subscription Agreement ("MSA") is entered into between Alignsoft, Inc., a Texas corporation ("Alignsoft" or "Align"), and the customer identified on the applicable Order Form ("Customer"). It governs Customer's purchase and use of the Align Services for software development groups that combine AI agents and human developers.

This MSA incorporates by reference the Align Terms of Service, Data Processing Addendum, Data Protection and Security Addendum, Acceptable Use Policy, API and Developer Terms, Cookie Notice, Privacy Policy, and Subprocessor List, each as posted at /legal and as updated from time to time in accordance with their own change provisions.

In the event of conflict, the documents control in the following order of precedence, with the higher-listed document controlling only to the extent of the conflict: (a) a signed Order Form, (b) this MSA, (c) the Data Processing Addendum, (d) the Data Protection and Security Addendum, (e) the Terms of Service, and (f) the Documentation.

2. Definitions

Capitalized terms not defined in this MSA have the meanings given in the Terms of Service. The following additional definitions apply:

• "Order Form" means a written ordering document (including online ordering pages and signed enterprise order forms) that references this MSA and identifies the Services purchased, the subscription term, the fees, the number of seats or other quantity metrics, and any plan-specific terms.
• "Subscription Term" means the period stated on the applicable Order Form, including any renewal terms.
• "Customer's Clients" means the end clients, prospects, contacts, and other third parties whose information Customer submits to or manages within the Services.

3. Services and Order Forms

Align will make the Services purchased on each Order Form available to Customer during the applicable Subscription Term in accordance with this MSA, the Documentation, and the Terms of Service.

Customer may purchase additional Services, seats, or capacity by executing additional Order Forms. Each Order Form is governed by this MSA upon execution.

4. Subscription Term, Renewal, and Termination for Convenience

Unless otherwise stated on the Order Form, each Subscription Term is twelve (12) months. Subscriptions automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Neither party may terminate for convenience during a Subscription Term. Either party may decline to renew at the end of a Subscription Term by providing the notice described above.

5. Fees and Payment

Customer will pay the fees stated on the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance and are due net thirty (30) days from the invoice date.

Undisputed amounts not paid when due accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid.

Fees are non-refundable except as expressly stated in this MSA or required by law. Customer is responsible for applicable taxes other than taxes based on Alignsoft's income.

6. Price Changes on Renewal

Fees are locked during the initial Subscription Term stated on the Order Form. For each renewal term, Alignsoft may increase fees by the greater of (a) the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U, U.S. City Average, All Items) measured over the prior twelve (12) months, or (b) seven percent (7%), by providing written notice at least sixty (60) days before the start of the renewal term.

Larger increases on renewal require the parties' mutual written agreement, which may be evidenced by Customer's execution of a new Order Form.

7. Customer Content and License

Customer retains all rights in Customer Content and grants Alignsoft the limited license described in the Terms of Service. Alignsoft processes Customer Content only as needed to provide, secure, support, and improve the Services and as otherwise permitted by this MSA, the Terms of Service, and the Data Processing Addendum.

8. Tenant Relationship; No Privity With Customer's Clients

The Services are a tool used by Customer to operate Customer's business. Customer is solely responsible for its relationships with Customer's Clients, including the scope of work, deliverables, invoicing, payment collection, refunds, disputes, communications, and any service-level commitments Customer makes to Customer's Clients.

Alignsoft has no contractual, fiduciary, or other relationship with Customer's Clients. Customer's Clients are not third-party beneficiaries of this MSA, the Terms of Service, or any other Align legal document. Alignsoft has no duty to invoice, collect from, communicate with, support, or refund Customer's Clients, and Alignsoft is not a party to any agreement between Customer and Customer's Clients.

Customer will not represent to Customer's Clients that Alignsoft is a party to, guarantor of, or service provider for the underlying engagement between Customer and Customer's Clients.

9. Use of AI Features

The Services include AI-assisted features that process Customer Content to generate summaries, analyses, code suggestions, and other outputs. Alignsoft may use Customer Content to provide and improve these AI features for Customer.

Alignsoft will not use Customer Content to train third-party foundation models. Customer Content sent to third-party AI providers is processed under contractual restrictions that prohibit such use and is subject to the PII-redaction layer described in the Subprocessor List.

Customer is responsible for reviewing AI outputs before relying on them. AI outputs are provided as suggestions; Customer remains responsible for the work product Customer delivers to Customer's Clients.

10. Data Protection and Security

The Data Processing Addendum governs Alignsoft's processing of Customer Personal Data on behalf of Customer. The Data Protection and Security Addendum describes baseline administrative, technical, and organizational safeguards.

The Subprocessor List identifies the third parties that Alignsoft engages to process Customer Personal Data. Customer's rights to object to new subprocessors are described in DPA Section 7.

11. Confidentiality

Each party may receive confidential information from the other party in connection with this MSA. The receiving party will (a) use confidential information only to perform under this MSA, (b) protect confidential information with at least the same degree of care it uses to protect its own similar information, and not less than reasonable care, and (c) limit access to personnel and contractors who need it and who are bound by confidentiality obligations no less protective than this section.

Confidentiality obligations do not apply to information that is publicly available without breach, was known before disclosure, was independently developed without use of confidential information, or was lawfully received from a third party without a duty of confidentiality.

Either party may disclose confidential information as required by law, court order, or regulator, provided the receiving party gives the other party prompt notice where lawfully permitted and reasonable cooperation to seek a protective order.

12. Intellectual Property and Feedback

Alignsoft and its licensors retain all rights in the Services, software, documentation, designs, APIs, SDKs, workflows, analytics, templates supplied by Alignsoft, AI models and prompts developed by Alignsoft, and related technology. No rights are granted except as expressly stated in this MSA or the Terms of Service.

If Customer or its personnel provides feedback, suggestions, or ideas about the Services, Alignsoft may use that feedback without restriction or obligation, provided Alignsoft does not identify Customer as the source without permission.

13. Mutual Warranties

Each party represents that it has the right and authority to enter into this MSA and to perform its obligations, and that its performance will not conflict with any other agreement to which it is a party.

Alignsoft warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty is the remedy stated in the Service Level and Support Policy where applicable, and otherwise re-performance of the affected Services.

Except for the express warranties stated in this MSA and the Terms of Service, the Services are provided on an as-is and as-available basis. All other warranties are disclaimed to the maximum extent permitted by law.

14. Mutual Indemnification

Alignsoft will defend Customer from third-party claims alleging that the Services, as provided by Alignsoft and used in accordance with this MSA, infringe a United States patent, copyright, trademark, or trade secret, and will pay finally awarded damages or approved settlements, subject to the limitation of liability below. Alignsoft's obligations do not apply to claims arising from Customer Content, Customer combinations, Customer modifications, or use after Alignsoft notifies Customer to stop using the affected Service.

Customer will defend Alignsoft from third-party claims arising from (a) Customer Content, (b) Customer's applications, integrations, or services built using the Services, (c) Customer's violation of law, (d) Customer's breach of the Acceptable Use Policy or this MSA, (e) Customer's relationship with Customer's Clients, including disputes about scope, invoicing, payment, or deliverables, and (f) Customer's misuse of AI outputs.

Indemnification is conditioned on the indemnified party giving prompt notice, granting sole control of the defense and settlement (provided no settlement requires an admission of liability without consent), and providing reasonable cooperation at the indemnifying party's expense.

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost business, loss of goodwill, or loss of data, even if advised of the possibility of those damages.

Subject to the carveouts below, each party's total aggregate liability for all claims arising out of or related to this MSA, the Services, or the Customer-Alignsoft relationship will not exceed the total fees paid and payable by Customer to Alignsoft for the affected Services during the twelve (12) months immediately preceding the first event giving rise to liability.

Carveouts from the cap

The cap does not apply to: (a) Customer's payment obligations under this MSA or any Order Form; (b) either party's breach of confidentiality obligations; (c) Alignsoft's indemnification obligation for third-party IP infringement (which is subject to a supercap of two (2) times the cap); (d) Customer's indemnification obligations under Section 14(b)(a)–(e); (e) either party's gross negligence or willful misconduct; and (f) Customer's breach of the Acceptable Use Policy or its restrictions on prohibited data.

The limitations in this section apply regardless of the legal theory, including contract, tort, negligence, strict liability, statute, and equity, except to the extent prohibited by applicable law.

16. Insurance

During the Subscription Term, Alignsoft will maintain commercial insurance in amounts at least equal to: (a) Cyber Liability and Technology Errors and Omissions of five million U.S. dollars ($5,000,000) per claim and in aggregate; (b) Commercial General Liability of two million U.S. dollars ($2,000,000) per occurrence and in aggregate; and (c) Errors and Omissions / Professional Liability of two million U.S. dollars ($2,000,000) per claim and in aggregate.

On request, Alignsoft will provide Customer with certificates of insurance evidencing the coverages above. Maintaining insurance does not limit Alignsoft's liability or obligations under this MSA.

17. Audit

Alignsoft will make available to Customer, on reasonable request, Alignsoft's most recent SOC 2 Type II report (when available), security questionnaire responses, summary penetration test results, and other information reasonably necessary to demonstrate Alignsoft's compliance with this MSA. These materials are Alignsoft's confidential information.

No more than once per twelve (12) month period (and additionally if required by law or after a confirmed Security Incident), Customer may conduct an on-site audit of Alignsoft's relevant security and compliance controls, subject to: (a) at least thirty (30) days' prior written notice, (b) Customer's execution of a customary mutual non-disclosure agreement, (c) conduct during normal business hours in a manner that does not unreasonably interfere with Alignsoft's operations, (d) reasonable security and access restrictions, and (e) Customer bearing its own costs and Alignsoft's reasonable out-of-pocket expenses.

Data-protection audits of Alignsoft's processing of Customer Personal Data are governed by DPA Section 11.

18. Publicity and Logo Rights

During the Subscription Term and for twelve (12) months thereafter, Alignsoft may use Customer's name and logo to identify Customer as an Align customer on Alignsoft's website, in customer lists, sales materials, investor decks, and similar marketing collateral. Alignsoft will use Customer's name and logo in accordance with any reasonable trademark usage guidelines Customer provides in writing.

Customer may revoke this permission at any time with thirty (30) days' written notice to legal@alignsoft.us, after which Alignsoft will remove Customer's name and logo from forward-looking marketing materials. Alignsoft is not required to retract historical materials, archived web pages, or printed collateral already in distribution.

Any other public reference to the parties' relationship, including case studies, press releases, customer quotes, and joint announcements, requires the parties' mutual prior written consent.

19. Termination for Cause and Effect of Termination

Either party may terminate this MSA or an affected Order Form for cause if the other party materially breaches and fails to cure within thirty (30) days after written notice describing the breach in reasonable detail. Alignsoft may terminate immediately for unlawful use, security compromise, repeated violations of the Acceptable Use Policy, or non-payment of undisputed fees that remain overdue more than sixty (60) days after the due date.

On termination or expiration: (a) Customer's right to access the Services ends; (b) Customer remains liable for fees accrued through the effective date of termination; (c) if Alignsoft terminates for cause, Customer remains liable for fees for the remainder of the then-current Subscription Term; (d) if Customer terminates for Alignsoft's uncured material breach, Alignsoft will refund any prepaid fees for the unused portion of the Subscription Term; and (e) the parties will follow the return and deletion procedures in DPA Section 12.

Sections that by their nature should survive termination will survive, including provisions on fees accrued, confidentiality, intellectual property, indemnification, limitation of liability, insurance, governing law, and this Section 19.

20. Assignment

Neither party may assign this MSA without the other party's prior written consent, except that either party may assign this MSA in connection with a merger, acquisition, change of control, reorganization, or sale of all or substantially all of its assets, on written notice to the other party. Any attempted assignment in violation of this section is void.

21. Notices

Legal notices to Alignsoft must be sent to legal@alignsoft.us and by mail to Alignsoft, Inc., [Mailing address — to be provided]. Legal notices to Customer will be sent to the notice address stated on the Order Form, or if none, to the primary administrative contact on Customer's account. Operational notices (billing, security, support) may be sent by email to the addresses Customer provides through the Services.

22. Governing Law, Venue, and Jury Waiver

This MSA is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Texas for any dispute arising out of or related to this MSA.

To the maximum extent permitted by law, each party irrevocably waives any right to a jury trial in any proceeding arising out of or related to this MSA.

23. General

• Entire agreement: This MSA, the Order Forms, and the documents incorporated by reference in Section 1 constitute the entire agreement between the parties regarding the Services and supersede any prior or contemporaneous agreements on the subject.
• Amendments: Amendments to this MSA must be in writing and signed by both parties. Updates to the documents incorporated by reference are governed by their own change provisions.
• No waiver: A party's failure or delay in enforcing a right is not a waiver of that right.
• Severability: If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Force majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.
• Independent contractors: The parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries: There are no third-party beneficiaries to this MSA. Customer's Clients have no rights under this MSA.
• Counterparts and electronic signature: This MSA may be executed in counterparts and by electronic signature, each of which is an original.
• Order of precedence within an Order Form: A signed Order Form may modify specific provisions of this MSA only if it expressly references and modifies the specific section.

24. Exhibit A — Order Form Template

A separate Order Form template is maintained by Alignsoft and provided on request. At minimum, each Order Form will identify: Customer legal name, Customer notice address, billing contact, technical contact, Services purchased, plan tier, number of seats or quantity metric, Subscription Term start and end dates, fees and payment schedule, currency, renewal terms (if different from the MSA default), any negotiated modifications to the MSA, and effective date.