Master Subscription Agreement

The Service is a decision-intelligence platform that analyzes behavioral metadata and, where enabled by Customer, communication content from Customer's connected business systems to produce aggregated, team- and department-level Outputs, including Momentum and Confidence scores, insights, and alerts. Outputs are presented at the aggregated team or department level. The Service does not expose individual-level behavioral data to Customer's executives or managers. Subject to this Agreement, Catalystium will make the Service available to Customer during the Subscription Term in accordance with the Documentation.

The Service is offered in the tiers below. The specific tier, fees, billing frequency, and quantities are set on the applicable Order Form, which is incorporated into this Agreement. In the event of a conflict, the Order Form controls for commercial terms specific to that order; this Agreement controls for all other matters.

Employee-count thresholds are measured as of the Order Form start date and at each renewal. If Customer's eligibility changes, the Parties will move Customer to the appropriate tier at the next renewal, or earlier by mutual agreement.

Subject to this Agreement and payment of applicable fees, Catalystium grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation for Customer's internal business purposes, up to any quantities stated on the Order Form.

Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to derive source code, except to the extent this restriction is prohibited by law; (c) resell, rent, or provide the Service to third parties on a service-bureau basis; (d) circumvent usage limits or access controls; (e) use the Service to build a competing product; or (f) use the Service in violation of the Acceptable Use Policy or applicable law.

Catalystium may update the Service from time to time to improve functionality, security, and performance. Catalystium will not materially decrease the core functionality of the Service during a paid Subscription Term. Material changes requiring new permissions or new consents will be handled as controlled releases with reasonable notice.

Customer is responsible for configuring the Service, managing Authorized Users and access credentials, and controlling, through the administrative settings, which data sources and channels are enabled for analysis. Customer is responsible for activity occurring under its accounts.

Because the Service analyzes data relating to Customer's personnel, this Section is a material term. Customer represents and warrants that, with respect to all Customer Data it provides or enables for processing: (a) Customer has the right and authority to provide the Customer Data and to instruct Catalystium to process it as contemplated by this Agreement; (b) Customer has provided to its personnel all notices, and has obtained all consents, authorizations, and approvals (including any works-council, employee-representative, or other approvals), required under applicable law for the collection, provision, and processing of the Customer Data through the Service; and (c) Customer's instructions and use of the Service comply with applicable law, including applicable employment, privacy, and data-protection laws. Customer, and not Catalystium, is responsible for establishing the lawful basis for processing the Customer Data and for notifying its personnel.

Customer's use of the Service is subject to Catalystium's Acceptable Use Policy, which is incorporated by reference. Customer will not use the Service to surveil, target, discipline, or take adverse action against any individual on the basis of individual-level inferences, and acknowledges that the Service is designed to surface aggregated, team- and department-level signals only.

Customer will pay the fees stated on the applicable Order Form. Except as expressly stated, fees are non-refundable and subscriptions are non-cancelable for the Subscription Term.

Startup and Growth subscriptions may be billed monthly or annually, as selected on the Order Form. Enterprise subscriptions are billed annually in advance. Annual fees are due in advance of each annual period; monthly fees are due in advance of each monthly period.

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on Catalystium's net income.

Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Catalystium may suspend the Service for non-payment after providing ten (10) days' written notice and an opportunity to cure.

Catalystium may change pricing effective upon renewal by providing notice at least thirty (30) days before the end of the then-current Subscription Term.

As between the Parties, Customer is the controller (or the analogous role, such as “business”) of the Customer Data, and Catalystium acts as the processor (or analogous role, such as “service provider”), processing Customer Data only on Customer's documented instructions as set out in this Agreement and the DPA, except as required by law.

The DPA is incorporated into and forms part of this Agreement and governs the processing of personal data within Customer Data. In the event of a conflict between the DPA and this Agreement regarding the processing of personal data, the DPA controls.

As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Catalystium a limited license to process Customer Data solely to provide and support the Service and as otherwise permitted by this Agreement and the DPA.

Where Customer enables content analysis for specific sources or channels, message and item content is processed transiently in memory solely to produce structured Outputs and is then discarded; the structured Outputs are retained, but the underlying content that produced them is not stored by the Service. This practice is auditable through the Service's access logs, which are available to Customer's administrators on request.

The Service is architected to separate individual behavioral data from aggregated Outputs and does not expose individual-level behavioral data to Customer's executives or managers.

Catalystium will maintain administrative, technical, and physical safeguards designed to protect Customer Data, as further described in the DPA and the Documentation.

Customer grants Catalystium a perpetual, irrevocable, worldwide, royalty-free license to create, retain, and use De-Identified Data derived from Customer Data and from the operation of the Service in order to: (a) operate, maintain, secure, and improve the Service, including its scoring models, signals, insights, and alerts; and (b) conduct and publish research into organizational dynamics and cognitive sustainability in knowledge work, including the development and training of predictive models and algorithms. This license is limited to De-Identified Data; survives expiration or termination of this Agreement; and does not permit Catalystium to re-identify any individual or to disclose any individual's data to that individual's employer. Catalystium will not sell Customer Data, and will not disclose De-Identified Data in a manner that identifies Customer as the source without Customer's consent, except as required by law.

Catalystium's rights under Section 6.1 are subject to the terms of the third-party platforms from which Customer Data originates. Where a connected source is governed by platform terms that restrict the use of data obtained from it, Catalystium will use data from that source only as those terms permit. In particular, with respect to Customer Data obtained through the Google Workspace APIs, and any data aggregated, anonymized, or derived from it: (a) Catalystium may use such data to provide, operate, secure, and maintain the Service, and to personalize and improve the Service for Customer's own organization; and (b) Catalystium will not use, retain, or transfer such data to create, train, or improve any generalized or non-personalized machine-learning or artificial-intelligence model, or any model, baseline, or parameter applied for the benefit of other customers, consistent with the Google API Services User Data Policy, including its Limited Use requirements. This restriction applies notwithstanding de-identification of the data.

Catalystium and its licensors retain all right, title, and interest in and to the Service, the Documentation, the Outputs (as a class of platform functionality), and all related intellectual property, including all improvements and derivative works. No rights are granted except as expressly stated in this Agreement.

Subject to this Agreement, Customer may use Outputs generated for Customer for Customer's internal business purposes during the Subscription Term.

If Customer provides suggestions or feedback regarding the Service, Catalystium may use it without restriction or obligation.

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

Catalystium warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy and Catalystium's entire liability for breach of this warranty is, at Catalystium's option, to correct the non-conformity or, if Catalystium cannot do so within a reasonable period, to terminate the affected subscription and refund any pre-paid, unused fees for the affected period.

Customer acknowledges that Outputs, including Momentum and Confidence scores, insights, and alerts, are decision-support signals generated from behavioral metadata and consented content. They are probabilistic and interpretive, are provided to inform human judgment, and are not guarantees of accuracy, outcomes, or fitness for any particular decision. Certain scoring parameters and weightings are subject to ongoing calibration. Customer is responsible for any decision it makes, and Customer will not rely on Outputs as the sole basis for any employment, personnel, or other consequential decision.

Except as expressly stated in this Section 9, the Service and Outputs are provided “as is” and “as available,” and Catalystium disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty arising from course of dealing or usage of trade.

Catalystium will defend Customer against any third-party claim alleging that the Service, as provided by Catalystium and used in accordance with this Agreement, infringes a third party's intellectual property right, and will indemnify Customer for amounts finally awarded or agreed in settlement. If the Service becomes, or Catalystium believes it may become, the subject of an infringement claim, Catalystium may at its option procure the right to continue use, modify the Service to be non-infringing, or terminate the affected subscription and refund pre-paid, unused fees. This Section states Catalystium's entire liability for intellectual-property infringement.

Customer will defend Catalystium against any third-party claim arising from (a) Customer Data, including any claim that Customer lacked the right or authority to provide it or failed to provide required notices or obtain required consents under Section 3.2, or (b) Customer's use of the Service in violation of this Agreement or applicable law, and will indemnify Catalystium for amounts finally awarded or agreed in settlement.

The indemnified Party will give prompt notice of the claim, grant the indemnifying Party sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified Party is made without its consent), and provide reasonable cooperation.

Except for the excluded claims below, neither Party will be liable for any indirect, incidental, special, consequential, or exemplary damages, or for lost profits, revenue, or data, even if advised of the possibility.

Except for the excluded claims below, each Party's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by Customer to Catalystium in the twelve (12) months preceding the event giving rise to the liability.

The exclusions and cap in this Section 11 do not apply to: (a) a Party's indemnification obligations under Section 10; (b) Customer's payment obligations; (c) a Party's breach of its confidentiality obligations (excluding claims relating to Customer Data, which are addressed by the DPA); or (d) liability that cannot be limited under applicable law.

This Agreement begins on the Effective Date and continues for as long as any Order Form remains in effect. Each subscription has the initial term stated on its Order Form (the “Initial Term”), which, unless otherwise stated, is twelve (12) months.

Each subscription will automatically renew for successive periods equal to the prior term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches and fails to cure within thirty (30) days after written notice, or immediately if the other Party becomes insolvent or subject to bankruptcy proceedings.

Upon expiration or termination, Customer's right to access the Service ends. Customer will pay any amounts accrued before the effective date of termination. Termination for Catalystium's uncured material breach entitles Customer to a refund of pre-paid, unused fees for the terminated period.

Within 90 days after termination, Catalystium will, on request, make available for export or delete Customer Data in its possession, in accordance with the DPA. This obligation does not apply to De-Identified Data, which Catalystium may retain and use as permitted by Section 6, and does not require deletion of data Catalystium must retain by law or that exists in routine backups, which are deleted in the ordinary course.

Sections 1, 4 (for accrued amounts), 6, 7, 8, 9.3, 9.4, 10, 11, 12.4–12.6, 13, and 14 survive termination.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

Before initiating any proceeding (other than a claim permitted under Section 13.5), a Party will give the other Party written notice describing the dispute. Within thirty (30) days after that notice, each Party will designate a senior executive with authority to settle the dispute, and those executives will confer in good faith (by telephone, video, or in person) to attempt to resolve it. Any applicable limitations periods are tolled during this escalation period.

If the dispute is not resolved within thirty (30) days after the escalation notice, either Party may, but is not required to, submit the dispute to non-binding mediation before a mediator the Parties mutually agree on (or, failing agreement, a mediator appointed by JAMS / AAA), with the Parties sharing the mediator's fees equally. Mediation does not limit either Party's right to proceed under Section 13.4 or 13.5.

Subject to Sections 13.2 and 13.5, any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each Party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection to that forum.

Notwithstanding Sections 13.2 through 13.4, either Party may at any time seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and Catalystium may bring a claim for unpaid fees, in each case without first completing escalation or mediation.

Each Party waives any right to a trial by jury to the extent permitted by law.

In a conflict, the following order controls: (1) the DPA, for the processing of personal data; (2) the Order Form, for commercial terms specific to that order; (3) this Agreement; (4) the Documentation and policies incorporated by reference.

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other Party. Any other attempted assignment is void.

Notices under this Agreement must be in writing. Email is a valid and sufficient method of notice for all purposes under this Agreement, including notices of termination, material breach, and indemnification claims. Catalystium's designated notice address is support@rhenari.com. Customer's designated notice address is the email address stated on the Order Form or, if none, the email of Customer's authorized signatory. Either Party may change its designated address by notice given under this Section. An email notice is deemed received on the date sent if sent on a business day before 5:00 p.m. in the recipient's time zone, and otherwise on the next business day, in each case provided the sending Party does not receive an automated non-delivery message. The sending Party will retain evidence of transmission. Reserved: upon designation of a physical address, the Parties may also give notice by recognized overnight courier or certified mail, deemed received on documented delivery.

Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

The Parties are independent contractors. This Agreement creates no partnership, agency, or joint venture.

This Agreement is for the benefit of the Parties only and creates no third-party beneficiary rights.

Any amendment must be in writing and signed by both Parties. A waiver is effective only if in writing, and waiving one breach does not waive any other.

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.

This Agreement, together with the Order Forms, the DPA, and the policies incorporated by reference, is the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. Terms in any Customer purchasing document are rejected and have no effect.

This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together form one instrument.