1. DEFINITIONS
1.1 Agreement: This Subscription Agreement, includes all exhibits and Subscription Orders.
1.2 Affiliate: Any entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than fifty percent (50%) of voting interests.
1.3 Business Day: A day other than a Saturday, Sunday or holiday when national banks are open for business in California.
1.4 CCPA: The California Consumer Privacy Act of 2018, as amended.
1.5 Confidential Information: Information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
1.6 Documentation: Agentive’s user guides, specifications and other materials in written or electronic form relating to the Service and provided by Agentive to Subscriber.
1.7 DPA: The Data Processing Addendum attached as Exhibit A, incorporated herein by reference.
1.8 Effective Date: The date Subscriber first gains access to the Service.
1.9 GDPR: The General Data Protection Regulation of the European Union.
1.10 Privacy Policy: Agentive’s privacy policy, as posted at https://beagentive.com/privacy/ and as may be updated to comply with the CCPA.
1.11 Seats: User accounts that Subscriber is authorized to activate and use on the Service as set forth in a Subscription Order.Agentive, Inc. Subscription Agreement July 31, 2025 CONFIDENTIAL 2
1.12 Service: Agentive’s software-as-a-service offering, including any updates, enhancements or modifications thereto provided by Agentive.
1.13 Subscription Order: The ordering document executed by Subscriber and accepted by Agentive that specifies the Services, term, fees and number of seats and users.
1.14 Subscription Period: With respect to any Subscription Order, the period of time during which the Subscription Order is valid and applicable, as defined by the starting date and the duration or ending date set forth on such Subscription Order.
1.15 Term: The Initial Term and any Renewal Term, as defined in Section 8.1.
1.16 User: Any individual employee or contractor of Subscriber who is permitted by Subscriber to access and use the Service.
2. ACCESS
2.1 Subscription Order. To access the Service, Subscriber must have placed a Subscription Order with Agentive. No Subscription Order will be effective until executed by both parties, and each Subscription Order will be valid only during its Subscription Period.
2.2 Provision of Service. Agentive will provide Subscriber with user IDs and passwords to access the Service as specified in the Subscription Order.
2.3 Access to Service. Subscriber may access the Service during the Term for Subscriber’s internal business purposes only, and in accordance with all the provisions of this Agreement.
2.4 Seats. Subscriber will not activate or attempt to activate more User accounts for access to the Service than the number permitted pursuant to a valid Subscription Order.
3. FEES AND PAYMENT
3.1 Subscription Fees. Subscriber will pay all fees to Agentive as set forth in each Subscription Order.
3.2 Payment Terms. Subscriber will pay all invoices within thirty (30) days of invoice date. If Subscriber fails to pay when due, Agentive may charge interest on the unpaid balance at 1.5% per month or the maximum rate permitted by California law, whichever is lower.
3.3 Taxes. All fees are exclusive of taxes. Subscriber is responsible for any sales, use, value-added, or other taxes imposed in connection with this Agreement (excluding taxes based on Agentive’s net income). If Subscriber is required under any applicable law or regulation to withhold or deduct any portion of the Subscription Fees payments due to Agentive hereunder, then the sum payable to Agentive will be increased by the amount necessary so that Agentive receives an amount equal to the sum it would have received had Subscriber made no such withholdings or deductions.
3.4 Expenses. Subscriber will reimburse Agentive for reasonable out-of-pocket expenses incurred in the performance of Services if pre-approved by Subscriber in writing.
4. LICENSES; INTELLECTUAL PROPERTY
4.1 Grant. Agentive grants Subscriber a non-exclusive, non-transferable right to access and use the Service during the Term solely for Subscriber’s internal business purposes.
4.2 Restrictions. Subscriber will not (a) sublicense, resell or distribute the Service; (b) reverse-engineer, decompile or disassemble the Service; (c) remove or obscure proprietary notices; or (d) use or copy the Service or any of its data or materials to build a competing product or service.
4.3 Ownership. Agentive retains all rights, title, and interest in and to the Service and all related intellectual property rights.
4.4 Export Compliance. Subscriber will not export, re-export, or transfer any part of the Service in violation of U.S. export control laws, including the Export Administration Regulations (EAR).
5. SUBSCRIBER RESPONSIBILITIES AND RESTRICTIONS
5.1 Subscriber Responsibilities. Subscriber is responsible for (a) all activities under its account; (b) maintaining the confidentiality of its credentials; and (c) ensuring that its use of the Service complies with all applicable laws.
5.2 Prohibited Uses. Subscriber will not use the Service to store or transmit infringing, obscene, defamatory, or otherwise illegal content.
5.3 Unauthorized Access. Subscriber shall take reasonable steps to prevent unauthorized access to the Service, including by protecting all service credentials and passwords. Subscriber shall notify Agentive immediately of any known or suspected unauthorized use of the Service involving Subscriber’s account, credentials, or passwords.
5.4 Misuse. In the event that Agentive reasonably suspects any breach of the provisions of this Section 5 by Subscriber or its Users, Agentive may suspend Subscriber’ and its Users’ access to the Service without prior notice, in addition to and without prejudice to any other remedies Agentive may have.
6. THIRD-PARTY MATERIALS
6.1 Third-Party Components. The Service may incorporate open-source or other third-party components subject to their own license terms. Agentive will pass through any required notices and license terms.
6.2 Third-Party Services. Subscriber’s access to and use of third-party services is subject to Subscriber’s compliance with such third-party’s terms.
7. COPYRIGHT COMPLIANCE (DMCA)
7.1 Designated Agent. Agentive complies with the provisions of the Digital Millennium Copyright Act (DMCA) applicable to internet service providers (17 U.S.C. §512, as amended). For any complaints related to material posted on the Service, contact our Designated Agent at the following address:
Agentive, Inc. – DMCA Agent
19630 Canon Drive,
Los Gatos, CA 95030, USA
legal@beagentive.com
7.2 Notice and Takedown. Agentive will process infringement claims in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512.
8. TERM AND TERMINATION
8.1 Term and Auto-Renewal. This Agreement begins on the Effective Date and continues for the term specified in the Subscription Order (the “Initial Term”). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, this Agreement will automatically renew for successive one-year Renewal Terms under the same terms.
8.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
8.3 Termination for Bankruptcy. Either party may terminate this Agreement immediately upon notice if (i) the other party becomes insolvent, makes an assignment for the benefit of creditors, or files a voluntary petition for bankruptcy, (ii) the other party is the subject of an involuntary petition for bankruptcy that is not dismissed within 90 days, or (iii) any court appoints a bankruptcy trustee, receiver, or similar official for the other party.
8.4 Survival. Upon termination or expiration of this Agreement, the following provisions will
apply:
(a) Subscriber’s right to access the Service will end immediately.
(b) Subscriber will promptly pay all fees accrued through the effective date of termination; and
(c) Sections 4, 7, 9, 10, 11, 12, 13, 14, and any other provisions that by their nature survive termination will survive.
9. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
9.1 Mutual Representations. Each party represents that it has the full right, power, and authority to enter into, execute and perform its obligations under this Agreement.
9.2 Disclaimer. THE SERVICE IS PROVIDED “AS-IS.” AGENTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.3 No Warranty of Accuracy. Some features of the Service operate by collecting, searching, analyzing, organizing, and presenting data that is publicly available on the Internet, which may not be accurate or complete. Without limiting the generality of Section 9.2, AGENTIVE DOES NOT WARRANT THAT THE SERVICE OR THE INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, CURRENT, OR FREE OF ERRORS OR OMISSIONS, and Subscriber is solely responsible for Subscriber’s use of such information.Agentive, Inc. Subscription Agreement July 31, 2025 CONFIDENTIAL 5
9.4 No Warranty of Security. No security measure is perfect or impenetrable, and all online services present the risk of data loss, data corruption, unexpected unavailability, and unauthorized access by third parties. Without limiting the generality of Section 9.2, Agentive DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE, RELIABLE, OR ACCESSIBLE AT ANY PARTICULAR TIME.
9.5 California Warranty Limitation. To the extent California law requires any implied warranty, such warranty is limited to the shortest duration permitted by law.
10. INDEMNIFICATION
10.1 Indemnification by Agentive. Agentive will defend and indemnify Subscriber against any third-party claim to the extent that such claim alleges that Subscriber’s use of the Service infringes on such third-party’s U.S. patents, copyrights or trade secrets, and will pay court judgments owed by Subscriber to such third party in respect of such claim, provided that Agentive’s indemnity obligation does not extend to any claim arising out of (i) a combination of the Service with software or services not provided by Agentive, (ii) continued use by Subscriber of any Software Application after Agentive has provided to Subscriber a version thereof that resolves or address claim’s allegations or (iii) Subscriber’s use of the Service is in breach of this Agreement.
10.2 Requirements. Agentive’s indemnity obligations set forth in Section 10.1 will apply only to those claims for which (i) Subscriber promptly notifies Agentive of the claim, (ii) Subscriber promptly give Agentive sole control over the defense and settlement of the claim with Subscriber’s consent to any settlement that admits wrongdoing on the part of Subscriber, and (iii) Subscriber promptly provides Agentive with reasonable cooperation in defense or settlement of the claim.
10.3 Indemnification by Subscriber. Subscriber will defend and indemnify Agentive against any claim arising from Subscriber Data, Subscriber’s use of the Service, or Subscriber’s breach of this Agreement.
10.4 Indemnification Procedure. The indemnified party will promptly notify the indemnifying party, tender control of the defense to the indemnifying party, and cooperate in defense.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
11.2 Liability Cap. AGENTIVE’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (A) PRORATED FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) USD 100,000.
11.3 California Notice. This limitation does not apply to Subscriber’s rights under California’s Unfair Competition Law (California Business & Professions Code § 17200).
12. CALIFORNIA PRIVACY AND DATA PROTECTION
12.1 CCPA Compliance. Agentive and Subscriber will comply with the CCPA. Subscriber’s use of the Service constitutes a “business purpose” under the CCPA. Agentive is a “serviceAgentive, Inc. Subscription Agreement July 31, 2025 CONFIDENTIAL 6 provider” under the CCPA and will process Personal Information only on Subscriber’s documented instructions, as set forth in the DPA.
12.2 Data Processing Addendum. The DPA attached as Exhibit A governs all processing of Personal Information under the GDPR and CCPA and is incorporated by reference.
13. ARBITRATION
13.1 Binding Arbitration. Except for claims for injunctive or other equitable relief, all disputes arising under this Agreement will be finally resolved by binding arbitration in San Jose, CA under the Commercial Arbitration Rules of the American Arbitration Association.
13.2 Injunctive Relief. Either party may seek preliminary injunctive or equitable relief in a state or federal court in Santa Clara County, CA, to protect its intellectual property or confidential information.
14. GENERAL PROVISIONS
14.1 Governing Law and Venue. This Agreement will be governed by the laws of the State of California without regard to conflict-of-law principles. All legal actions will be brought exclusively in the state or federal courts located in Santa Clara County, California.
14.2 Amendment. This Agreement may be modified only in writing executed by both parties – Agentive and Subscriber.
14.3 Assignment. Subscriber may not assign this Agreement without Agentive’s prior written consent; any attempted assignment in violation of this provision is void. 14.4 Notices. Notices to Agentive must be sent to legal@beagentive.com or 19630 Canon Drive, Los Gatos, CA 95030. Notices to Subscriber will go to the address specified in the Subscription Order.
14.5 Severability. If any provision of this Agreement or any Subscription Order is held invalid or unenforceable under California law, the provision will be reformed or severed, and the remainder of the Agreement will remain in effect.
14.6 No Waiver of Rights. Nothing in this Agreement waives rights under California’s Unfair Competition Law or any other consumer-protection statutes.
14.7 Entire Agreement; Order of Precedence. This Agreement, together with all exhibits and Subscription Orders, constitutes the entire agreement between the parties and supersedes all prior agreements. In the event of any conflict, the Subscription Order controls, then this Agreement, then any exhibits.
14.8 Notice Regarding Apple. This Section applies only if and to the extent that Subscriber installs Software Applications through Apple’s App Store. This Agreement is between Subscriber and Agentive only, not with Apple, and Apple is not responsible for the Software Applications or the content thereof. Apple has no obligation to furnish any maintenance andAgentive, Inc. Subscription Agreement July 31, 2025 CONFIDENTIAL 7 support services with respect to the Software Applications. In the event of any failure of the Software Applications to conform to any applicable warranty, Subscriber may notify Apple and Apple will refund the purchase price for the relevant Software Applications; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Software Applications. Apple is not responsible for addressing any claims relating to the Software Applications, including, but not limited to: (i) product liability claims; (ii) any claim that the Software Applications fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Software Applications infringes that third party’s intellectual property rights. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement to the extent necessary to enforce this Section 14.8 against Subscriber.
14.9 Execution. This Agreement may be executed electronically. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.
