NETRIDIUM TERMS OF SERVICE

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS.

SECTIONS 2.3, 3, 4, 12.3, AND 14 CONTAIN IMPORTANT LIMITATIONS ON NETRIDIUM'S RESPONSIBILITY. NETRIDIUM PROVIDES A PLATFORM THAT SUBMITS THE PROMPTS AND RUNS THE SCRIPTS YOU CREATE; YOU — NOT NETRIDIUM — ARE SOLELY RESPONSIBLE FOR EVERY PROMPT, SCRIPT, AND AGENT YOU AUTHOR, ADOPT, IMPORT, OR EXECUTE AND FOR ANY CHANGES THEY MAKE TO YOUR SYSTEMS, AND YOU AGREE TO INDEMNIFY NETRIDIUM FOR THEM. SECTION 6 EXPLAINS THAT THE SERVICE WILL BE UNAVAILABLE DURING SCHEDULED AND EMERGENCY MAINTENANCE AND THAT SUCH MAINTENANCE DOWNTIME IS EXPECTED, IS NOT A BREACH, AND CREATES NO REFUND OR CREDIT. SECTION 7 EXPLAINS THAT IF YOU DO NOT SUPPLY YOUR OWN AI PROVIDER KEY YOU MUST PURCHASE AI USAGE CREDITS, AND THAT YOUR ACCOUNT MAY BECOME VIEW-ONLY IF THOSE CREDITS RUN OUT. SECTION 15.2 CONTAINS A JURY TRIAL WAIVER.

These Terms of Service (these "Terms") are a binding agreement between Netridium, LLC, a Michigan limited liability company ("Netridium," "we," "us," "our"), and the individual or entity accepting these Terms ("Customer," "you," "your"). Netridium and Customer are each a "Party" and together the "Parties."

0. ACCEPTANCE, ELIGIBILITY, AND SCOPE

0.1 Acceptance. You accept these Terms by any of the following: clicking "I Agree," "Sign Up," "Create Account," "Subscribe," or a similar control; creating or logging into an account; or accessing or using the Service. If you do not agree, do not create an account and do not use the Service.

0.2 Authority. If you are accepting these Terms on behalf of a company, firm, or other entity, you represent and warrant that you have the legal authority to bind that entity, and "Customer," "you," and "your" refer to that entity. If you lack that authority, you may not accept these Terms or use the Service.

0.3 Eligibility. You must be at least 18 years old and legally capable of entering into a binding contract to use the Service.

0.4 Negotiated Agreements Control. If you and Netridium have executed a separate written agreement covering the Service, that agreement controls to the extent of any conflict with these Terms for the subscription it covers.

0.5 Electronic Contracting and Communications. You consent to contract electronically and agree that your electronic acceptance has the same legal effect as a handwritten signature. You consent to receive notices, disclosures, invoices, receipts, maintenance and service announcements, and other communications from us electronically, by email to the address associated with your account or by notice within the Service. You are responsible for keeping that email address current.

0.6 Record of Acceptance. Netridium records the date, time, account identifier, and version of these Terms accepted. That record is admissible evidence of your acceptance.

1. DEFINITIONS

1.1 "Add-On" means any optional feature, module, connector, capacity increment, environment, or recurring service that Customer purchases in addition to the Base Fee and User Fees, as offered in the Service or on Netridium's published price list.

1.2 "Administrator" means a Builder User designated by Customer with elevated permissions, including the ability to author, edit, publish, and schedule Customer Logic, configure Connections, and manage other Users.

1.3 "Agent" means a configuration within the Service that chains, schedules, or conditionally executes one or more Prompts or Scripts, with or without human initiation of each step.

1.4 "AI Usage Credits" means prepaid units of AI processing purchased from Netridium and drawn down as Customer Logic consumes Model Provider capacity, metered as described in the Documentation.

1.5 "Authorized Operation" means a read, write, create, update, delete, or other action that Customer has enabled a Connection to perform against a Customer System.

1.6 "Base Fee" means the recurring platform fee for Customer's edition of the Service, billed monthly or annually as selected in Customer's Plan. The Base Fee covers platform access, tenant provisioning, and the support tier included in the Plan, and is payable regardless of usage.

1.7 "Builder User" means a User seat permitted to author, edit, import, publish, schedule, and delete Customer Logic, configure Connections and Credentials, and — where designated as an Administrator — manage other Users. Builder Users are charged at the Builder User rate.

1.8 "Connection" means a configured integration between the Service and a Customer System, including any Credentials, tokens, scopes, permissions, and endpoint settings associated with it.

1.9 "Credentials" means API keys, OAuth tokens, refresh tokens, certificates, usernames, passwords, connection strings, or other authentication or authorization material supplied or authorized by Customer, including any Customer Model Key.

1.10 "Customer Data" means data, records, files, and content that Customer or its Users submit to, or that the Service retrieves from Customer Systems on Customer's instruction, and that is stored or processed in Customer's tenant.

1.11 "Customer Logic" means, collectively, all Prompts, Scripts, Agents, parameters, schedules, templates, mappings, and related configurations created, uploaded, modified, adopted, imported, or deployed by or on behalf of Customer within the Service — including any Netridium-provided sample, template, or starter content that Customer elects to adopt, modify, or execute.

1.12 "Customer Model Key" or "BYOK Key" means Credentials for Customer's own account with a Model Provider that Customer supplies to the Service so that AI processing initiated by Customer Logic is authenticated against, and billed by that Model Provider directly to, Customer.

1.13 "Customer Systems" means any system, application, database, service, or data store owned, licensed, controlled, or administered by Customer or its clients that Customer connects to the Service, including without limitation ERP, CRM, accounting, billing, HRIS, file storage, and data warehouse systems.

1.14 "Documentation" means Netridium's then-current published technical and user documentation for the Service.

1.15 "Model Provider" means any third-party provider of large language model, generative AI, or inference services used to process Prompts, including as identified in the Documentation or subprocessor list.

1.16 "Output" means any result returned by the Service in response to execution of Customer Logic, including model-generated text, structured data, reports, exports, summaries, logs, recommendations, and any instructions or payloads directed to a Customer System.

1.17 "Plan" means the edition, subscription term, Base Fee, seat counts and User Fee rates, Add-Ons, AI processing method, AI Usage Credit allotment, support tier, and any other commercial terms selected by Customer through the Service's signup, checkout, or account management pages, as reflected in Customer's account and in the order confirmation sent to Customer. Each Plan is governed by and incorporated into these Terms.

1.18 "Prompt" means natural-language or structured instruction content authored, adopted, or configured by Customer that the Service transmits to a Model Provider for processing.

1.19 "Run" means a single execution of an item of Customer Logic, as further described in the Documentation.

1.20 "Run/View User" (also referred to as a "Runner") means a User seat permitted to execute published Customer Logic and to view its results, execution history, and permitted reports, but not to view, author, or modify Prompts, Scripts, Credentials, or underlying logic. Run/View Users are charged at the Run/View User rate, which differs from the Builder User rate.

1.21 "Script" means executable code, query, transformation, or logic definition authored, adopted, uploaded, or configured by Customer within the Service, including code expressed in LogicScript Prompt Language ("LSPL") or any other language supported by the Service.

1.22 "Service" means the Netridium multi-tenant software-as-a-service platform, including the SMB edition, the Enterprise edition, the Client Manager console, associated APIs, and any updates provided during the Subscription Term.

1.23 "Subscription Term" means the subscription period specified in Customer's Plan, together with any renewal periods.

1.24 "User" means an individual authorized by Customer to access the Service under Customer's account, including Administrators, Builder Users, and Run/View Users, and including employees, contractors, agents, and — where Customer is a consultancy, accounting firm, or managed service provider — personnel of Customer's own clients whom Customer authorizes.

1.25 "User Fee" means the recurring per-seat fee charged for each User, at the Builder User rate or the Run/View User rate as applicable to that seat.

1.26 "View-Only Mode" means the account state described in Section 7.10, in which Users may sign in and view but no Customer Logic will execute.

2. THE SERVICE; ACCESS RIGHTS

2.1 Provision of the Service. Subject to these Terms and payment of applicable fees, Netridium will make the Service available to Customer during the Subscription Term in accordance with the Documentation and Customer's Plan.

2.2 Access Grant. Netridium grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes and, where Customer is a consultancy, accounting firm, or managed service provider, for the delivery of services to Customer's clients, subject to Section 2.4.

2.3 Nature of the Service — Execution Environment Only. Customer acknowledges and agrees that the Service is a governed execution and access-control environment. Netridium supplies the platform, the tenant isolation model, the role separation between authors and Runners, the scheduling and logging facilities, and the connectivity framework. In plain terms: Netridium operates the platform that submits the Prompts and runs the Scripts that Customer creates. Netridium does not write, choose, or control that content. Netridium does not author, review, approve, validate, certify, audit, or endorse Customer Logic, and does not determine what Customer Logic does, what data it touches, or what changes it makes. Those determinations are made exclusively by Customer and its Administrators. Netridium's role is limited to faithfully executing Customer's instructions and returning the result; the substance of those instructions, and every consequence of running them, belongs to Customer.

2.4 Multi-Client Use (Client Manager). If Customer uses the Client Manager console or otherwise operates the Service on behalf of third parties, Customer: (a) remains fully responsible for compliance with these Terms by every such third party and its personnel as if they were Customer's own Users; (b) represents that it has all necessary authority, consents, and instructions from each such third party to connect, access, read, and modify that party's systems and data; and (c) will not represent Netridium as a party to, or guarantor of, Customer's engagements with its clients.

2.5 Users and Accounts. Customer is responsible for all activity occurring under its account and its Users' credentials, whether or not authorized. Customer will require Users to keep credentials confidential, will enable available security controls (including multi-factor authentication where offered), and will promptly notify Netridium of any suspected compromise. Seat-based entitlements may not be shared; a seat may be reassigned to a new individual upon the prior holder's departure or role change, but may not be used concurrently by multiple individuals.

2.6 Restrictions. Customer will not, and will not permit any User or third party to: (a) resell, sublicense, timeshare, or offer the Service as a service bureau except as expressly permitted in Section 2.4; (b) reverse engineer, decompile, or attempt to derive source code or underlying models of the Service, except to the extent this restriction is unenforceable under applicable law; (c) copy, frame, or mirror any part of the Service other than for Customer's internal use; (d) access the Service to build a competitive product or to benchmark for public disclosure without Netridium's prior written consent; (e) introduce malicious code, or use the Service to transmit unlawful, infringing, or harmful material; (f) circumvent or attempt to circumvent tenant isolation, role separation, rate limits, metering, or any other technical or security control; (g) attempt to access another tenant's data, prompts, credentials, or logs; (h) use the Service in violation of applicable law, export control regulations, or the acceptable use policy of any Model Provider or Customer System; or (i) use the Service to develop, train, or fine-tune a machine learning model on the Service's own outputs, structure, or behavior.

2.7 Suspension. Netridium may suspend Customer's or any User's access, in whole or in part, immediately upon notice (or without notice where circumstances reasonably require) if Netridium reasonably determines that: (a) continued access poses a security risk to the Service, to Netridium, or to any other customer; (b) Customer's use is causing or threatening to cause degradation of the Service for others; (c) Customer's use violates Section 2.6 or applicable law; or (d) Customer's payment is more than thirty (30) days overdue and remains unpaid ten (10) days after notice. Netridium will use commercially reasonable efforts to limit the scope and duration of any suspension and to restore access promptly once the cause is resolved. Suspension under this Section 2.7 is distinct from View-Only Mode under Section 7.10.

2.8 Acceptable Use Policy. Customer's use of the Service is also subject to Netridium's Acceptable Use Policy, available at https://netridium.com/legal/acceptable-use-policy.html, which is incorporated into these Terms by reference. Customer is responsible for its Users' compliance with it, and a violation of the Acceptable Use Policy is a breach of these Terms.

3. CUSTOMER LOGIC — ALLOCATION OF RESPONSIBILITY AND RISK

This Section 3 is a material condition of Netridium's willingness to make the Service available at the published fees. Read it carefully.

3.1 Customer Ownership and Control. As between the Parties, Customer owns and is solely responsible for all Customer Logic. Customer determines: what each Prompt, Script, and Agent instructs; which Connections it uses; which Authorized Operations it may perform; which records it may read, create, modify, or delete; when and how often it executes; and which Users may execute it.

3.2 Netridium Does Not Review Customer Logic. Netridium has no obligation to inspect, test, review, validate, correct, or monitor any Customer Logic, and no obligation to prevent Customer Logic from executing. Any observation, comment, suggestion, template, sample, code snippet, or assistance that Netridium may provide with respect to Customer Logic — whether through support, professional services, documentation, sample libraries, or in-product assistance — is provided as a courtesy and AS IS, does not constitute approval or certification, and does not shift any responsibility under this Section 3 to Netridium.

3.3 Acknowledgment of Destructive and Unanticipated Effects. Customer expressly acknowledges and agrees that:

    (a) Customer Logic may be configured to write to, create, modify, overwrite, delete, deactivate, merge, mass-update, post, close, void, or otherwise irreversibly alter records, transactions, configurations, and data within Customer Systems;

    (b) such operations may affect financial records, general ledger postings, invoices, subscriptions, tax determinations, inventory, payroll, customer or vendor master data, permissions, integrations, workflows, and downstream systems, and may trigger automations, notifications, webhooks, approvals, or transmissions to third parties;

    (c) the effects of Customer Logic may be unanticipated, non-obvious, cascading, delayed, or irreversible, and may not be apparent from the text of a Prompt or Script;

    (d) the same Customer Logic may produce different results on different executions, including because of changes in Customer System data or configuration, third-party API behavior, or the non-deterministic nature of generative AI (see Section 4);

    (e) Customer Logic executed by a Runner who cannot see the underlying logic will nonetheless perform whatever operations the Administrator configured, and Customer is responsible for what it exposes to Runners; and

    (f) scheduled or agentic execution may occur without contemporaneous human review.

3.4 Customer's Testing and Verification Obligation. Customer is solely responsible for testing, validating, and verifying that each item of Customer Logic behaves as Customer intends before and during production use. Without limiting the foregoing, Customer will:

    (a) test all Customer Logic in a non-production sandbox, test, or staging instance of the relevant Customer System before enabling it against production;

    (b) re-test after any material change to the Customer Logic, to the Connection, to the Customer System's schema, configuration, or version, or to the selected model or model version;

    (c) apply the principle of least privilege to all Credentials and Connections, and grant write, update, or delete permissions only where Customer has determined those permissions are necessary and the associated risk is acceptable;

    (d) maintain independent, current, and tested backups of all Customer Systems and data, sufficient to permit full restoration without reliance on Netridium;

    (e) implement appropriate human review, approval gates, record limits, batch caps, dry-run modes, and rollback procedures for any Customer Logic capable of write operations; and

    (f) monitor execution logs and results and promptly disable any Customer Logic that behaves other than as intended.

3.5 Read-Only Default; Write Enablement. Where the Service provides a read-only default or a distinct write-enablement control for a Connection or item of Customer Logic, Customer's act of enabling write, update, or delete capability — including by accepting any in-product acknowledgment presented at that time — constitutes Customer's representation that it has completed the testing described in Section 3.4 and its acceptance of the associated risk. Netridium bears no responsibility for the consequences of Customer's decision to enable such capability. The acknowledgment set out in Schedule 2 is incorporated into these Terms and applies to every Customer that enables write-capable Connections, whether or not separately presented in the Service.

3.6 No Netridium Liability for Execution Results. To the maximum extent permitted by law, Netridium will have no liability whatsoever for any loss, corruption, deletion, alteration, disclosure, or unavailability of data in Customer Systems, or for any business, financial, regulatory, accounting, tax, or operational consequence, arising out of or relating to the content, design, configuration, scheduling, or execution of Customer Logic, including where such Customer Logic was derived from a Netridium template or sample, or created with Netridium's assistance. This Section 3.6 applies regardless of the theory of liability and survives termination.

3.7 No Restoration Obligation. Netridium has no obligation to reverse, roll back, restore, reconstruct, or remediate any change made to a Customer System by Customer Logic. Any assistance Netridium elects to provide in such circumstances is discretionary, may be chargeable at Netridium's then-current professional services rates, and is provided without warranty.

3.8 Compliance and Professional Judgment. Customer is solely responsible for determining whether Customer Logic and its Output comply with applicable law and with Customer's professional, regulatory, contractual, and fiduciary obligations — including those relating to accounting standards, audit, tax, financial reporting, internal controls, segregation of duties, records retention, privacy, and sector-specific regulation. The Service is not a system of record, is not an accounting or tax determination system, and does not provide accounting, tax, legal, audit, or other professional advice.

3.9 Customer Indemnity. Customer will defend, indemnify, and hold harmless Netridium and its members, officers, employees, and agents from and against any third-party claim, demand, suit, proceeding, fine, or penalty, and all resulting losses, damages, liabilities, settlements, and reasonable attorneys' fees and costs, arising out of or relating to: (a) Customer Logic or its Output, including every Prompt, Script, and Agent that Customer authors, adopts, imports, configures, schedules, or executes through the Service, and any effect any of them has on any Customer System; (b) Customer Data, including Netridium's processing of it in accordance with these Terms; (c) Customer's or any User's breach of Section 2.6, Section 3, or Section 5; (d) Customer's use of the Service on behalf of, or its relationship with, any of its own clients; or (e) any allegation that Customer lacked authority, consent, or lawful basis to connect to, access, or modify any Customer System or the data within it.

3.10 Prompts and Scripts Are Customer's Sole Responsibility. For the avoidance of doubt, and notwithstanding anything to the contrary: every Prompt and every Script transmitted or executed through the Service is created, selected, and controlled by Customer, and the Service merely submits those Prompts to a Model Provider and runs those Scripts on Customer's instruction. Netridium is fully indemnified against, and bears no responsibility or liability of any kind for, the content, meaning, operation, output, or effect of any Prompt or Script, or for any decision Customer or any User makes in reliance on it. This allocation applies regardless of whether a Prompt or Script originated from Customer, from a Netridium-provided template or sample that Customer adopted, from a third party, or from AI-assisted generation within the Service, and it survives termination.

4. ARTIFICIAL INTELLIGENCE AND MODEL PROVIDERS

4.1 Pass-Through of Prompts. For Prompts, the Service transmits Customer's Prompt content and any associated context or data selected by Customer Logic to a Model Provider and returns the Model Provider's response as Output. Netridium does not create, curate, verify, or control the Model Provider's response.

4.2 No Warranty as to Output. Customer acknowledges that generative AI systems are probabilistic and non-deterministic and that Output may be inaccurate, incomplete, outdated, biased, internally inconsistent, fabricated, or otherwise unsuitable for Customer's purpose, and that identical Prompts may yield materially different Output on different executions or across model versions. All Output is provided AS IS. Netridium makes no representation or warranty of any kind regarding the accuracy, completeness, reliability, suitability, non-infringement, or fitness for any purpose of any Output, and disclaims all liability arising from Customer's or any User's reliance on Output.

4.3 Human Review Required. Customer will not rely on Output as the sole basis for any decision or action that has legal, financial, accounting, tax, employment, safety, or other material consequence, and will apply appropriate human review before doing so. Where Customer configures Customer Logic to act on Output automatically — including by writing to a Customer System without human review — Customer does so entirely at its own risk.

4.4 Model Provider Terms. Use of AI features is subject to the applicable Model Provider's terms and acceptable use policies. Customer will not submit content through the Service that Customer is not permitted to submit to the Model Provider. Netridium may change, add, or discontinue Model Providers or model versions, including for reasons of availability, cost, security, or provider policy; where practicable, Netridium will give notice of changes that Netridium reasonably expects to materially affect Output behavior. Model deprecation or substitution by a Model Provider is not a breach of these Terms.

4.5 Prompt Injection and Untrusted Content. Customer acknowledges that content retrieved from Customer Systems or third-party sources may contain instructions intended to manipulate model behavior ("prompt injection"). Netridium implements defenses described in the Documentation, but no defense is complete. Customer is responsible for the trustworthiness of the data sources it connects and for constraining the Authorized Operations available to any Customer Logic that processes untrusted content.

4.6 Training. Netridium does not use Customer Data or Customer Logic to train generally available foundation models. Netridium will contract with Model Providers on terms that do not permit training on Customer's inputs or outputs, except where Customer expressly opts in to a feature that states otherwise.

5. CUSTOMER SYSTEMS, CREDENTIALS, AND CONNECTIONS

5.1 Authority. Customer represents and warrants that it has, and will maintain throughout the Subscription Term, all rights, authority, consents, licenses, and lawful bases necessary for Netridium and the Service to access, retrieve, process, transmit, create, modify, and delete data in each Customer System as directed by Customer Logic.

5.2 Credentials. Customer is responsible for the issuance, scoping, rotation, and revocation of all Credentials. Customer will promptly revoke Credentials upon termination, upon a User's departure, or upon any suspected compromise. Netridium will store Credentials using encryption at rest and will use them only to perform the operations Customer's configuration directs.

5.3 Netridium as Conduit. With respect to Customer Systems, Netridium acts solely as a technical conduit executing Customer's instructions. Netridium is not responsible for the availability, performance, accuracy, security, rate limits, API changes, deprecations, licensing terms, or acceptable use policies of any Customer System or third-party service, or for any consequence of a Customer System's own behavior, misconfiguration, or failure.

5.4 Third-Party Terms. Customer is responsible for ensuring that its use of the Service in connection with any Customer System complies with that system's terms of service, license, and API policies, including any restriction on automated access, data extraction, or volume.

6. SERVICE AVAILABILITY, MAINTENANCE, AND SUPPORT

6.1 Availability Target. Netridium will use commercially reasonable efforts to make the production Service available 99.5% of the time in each calendar month, measured as described in Section 6.4 and excluding Excluded Downtime. Where Customer's Plan or an executed service level addendum specifies a different target or provides for service credits, that document controls for the subscription it covers. Except as expressly stated in such a document, Customer's sole and exclusive remedy for failure to meet an availability target is termination in accordance with Section 9.3.

6.2 Scheduled Maintenance. Netridium may perform routine maintenance during a recurring standard maintenance window of Sundays, 02:00–06:00 U.S. Eastern Time. Netridium will use commercially reasonable efforts to (a) perform maintenance within this window, (b) minimize actual downtime within it, and (c) provide at least forty-eight (48) hours' advance notice, by email or in-product notice, of any planned maintenance outside the standard window that Netridium reasonably expects to cause material interruption.

6.3 Emergency Maintenance. Netridium may perform emergency maintenance at any time, with such notice as is practicable under the circumstances (which may be after the fact), where Netridium reasonably determines it is necessary to address a security vulnerability, data integrity risk, imminent service failure, or third-party or legal requirement. Emergency maintenance is Excluded Downtime.

6.4 Excluded Downtime. The availability target excludes unavailability arising from: (a) scheduled and emergency maintenance under Sections 6.2 and 6.3; (b) suspension under Section 2.7; (c) failure, degradation, throttling, rate limiting, deprecation, or unavailability of any Model Provider, Customer System, cloud infrastructure provider, network, or other third-party service; (d) Customer Logic, Customer Data, Connections, Credentials, Customer configurations, or Customer's own network, equipment, or software; (e) Customer's use in a manner inconsistent with the Documentation or in excess of purchased capacity, rate limits, or AI Usage Credits; (f) View-Only Mode under Section 7.10 or exhaustion or failure of a Customer Model Key; (g) beta, preview, trial, free, or evaluation features; (h) Force Majeure Events; and (i) any period during which the Service is functioning but Customer's execution results are delayed or queued due to Customer's own volume, scheduling, or long-running Customer Logic.

6.5 Changes to the Service. Netridium may modify, enhance, or update the Service from time to time. Netridium will not materially degrade the core functionality of the Service included in Customer's Plan during a paid Subscription Term. Netridium will use commercially reasonable efforts to provide at least thirty (30) days' notice before discontinuing a material feature that Customer is actively using, and at least ninety (90) days' notice before a change that Netridium reasonably expects will require Customer to materially modify existing Customer Logic.

6.6 Support. Netridium will provide support in accordance with the tier included in Customer's Plan and the then-current published support policy. Unless otherwise stated, standard support is provided by email during Netridium's business hours (Monday–Friday, 9:00 a.m.–5:00 p.m. U.S. Eastern Time, excluding U.S. federal holidays), with commercially reasonable efforts to respond to initial requests within one business day. Support covers the operation of the Service. Support does not include authoring, debugging, testing, or validating Customer Logic, which may be available as professional services under a separate statement of work.

6.7 Free, Trial, Beta, and Preview Offerings. Features or subscriptions designated as free, trial, beta, preview, alpha, early access, experimental, or evaluation are provided AS IS, without warranty, support, or availability commitment, may be modified, limited, or discontinued at any time, and are excluded from Sections 6.1–6.4 and Section 12. Netridium may terminate a free or trial subscription at any time for any reason. Customer's use of such offerings is voluntary and at Customer's sole risk.

6.8 Maintenance Downtime — Expected and Excluded. Customer acknowledges that the Service will be periodically unavailable, in whole or in part, during scheduled maintenance under Section 6.2 and emergency maintenance under Section 6.3 (together, "Maintenance Downtime"). Maintenance Downtime is a normal and expected part of operating the Service. Maintenance Downtime does not constitute a failure to meet the availability target in Section 6.1, is not a breach of these Terms or of any warranty, and does not entitle Customer to any refund, service credit, fee reduction, or other remedy, whether or not the maintenance falls within the standard window and whether or not advance notice was given. Scheduled and agentic Runs falling due during Maintenance Downtime are skipped rather than queued unless the Documentation states otherwise, and Netridium has no obligation to execute skipped Runs upon restoration. To the maximum extent permitted by law, Netridium has no liability for any loss, missed execution, delay, or business consequence arising from Maintenance Downtime. This Section 6.8 does not apply where an executed service level addendum expressly provides otherwise for the subscription it covers.

7. FEES, AI USAGE CREDITS, AND PAYMENT

7.1 Fee Components. Customer will pay the fees applicable to its Plan, which consist of:

    (a) the Base Fee — the recurring platform fee for Customer's edition, billed monthly or annually;

    (b) User Fees — a recurring per-seat fee for each User, charged at the Builder User rate or the Run/View User rate as applicable to that seat;

    (c) AI Usage Credits — prepaid AI processing capacity, required unless Customer supplies a Customer Model Key under Section 7.5;

    (d) Add-Ons — optional features, modules, connectors, capacity, environments, or services, each billed as a separate line item on Customer's invoice or charge statement at the rate stated when the Add-On is selected; and

    (e) any professional services fees and applicable taxes.

Except as expressly stated in these Terms, all fees are non-refundable and all committed subscription terms are non-cancelable.

7.2 Base Fee. The Base Fee is billed in advance for the applicable monthly or annual period and is payable regardless of Customer's actual usage of the Service, including during any period in which the account is in View-Only Mode. The Base Fee does not include User Fees, AI Usage Credits, or Add-Ons.

7.3 User Fees. User Fees are billed in advance per seat for each billing period at the rates stated in Customer's Plan. Builder User and Run/View User seats are charged at different rates. Customer may add seats at any time; seats added mid-period are charged on a pro-rata basis for the remainder of that period and at the full rate thereafter. Seat reductions and downgrades from Builder User to Run/View User take effect at the start of the next billing period and do not entitle Customer to a refund or credit for the current period. Seats may be reassigned in accordance with Section 2.5 but may not be shared or used concurrently by multiple individuals.

7.4 Add-Ons. Each Add-On is billed as a discrete line item, recurs with Customer's billing period unless designated as one-time, and continues until cancelled through the account management pages effective at the start of the next billing period. Add-On fees are in addition to, and are not offset against, the Base Fee, User Fees, or AI Usage Credits.

7.5 AI Processing — Two Methods. AI processing initiated by Customer Logic is authenticated and paid for by one of the following methods, as configured in Customer's account:

    (a) Bring Your Own Key (BYOK). Customer supplies a valid Customer Model Key for a Model Provider supported by the Service. Customer contracts directly with, and is billed directly by, that Model Provider, and Netridium charges no AI Usage Credits for processing authenticated with that key.

    (b) Netridium-Supplied AI. Where Customer does not supply a valid Customer Model Key for a given Model Provider, model, or feature, AI processing is performed using Netridium's own Model Provider accounts. Customer must purchase AI Usage Credits from Netridium in order to use Netridium-Supplied AI, and no Customer Logic requiring AI processing will execute without a sufficient AI Usage Credit balance.

Customer may use BYOK for some Model Providers, models, or features and Netridium-Supplied AI for others. Netridium may make BYOK unavailable for a particular model, feature, or edition where technically or contractually necessary, as described in the Documentation.

7.6 BYOK Terms. Where Customer elects BYOK, Customer is solely responsible for: (a) all charges, commitments, and taxes billed by the Model Provider; (b) compliance with the Model Provider's terms, acceptable use policies, and data processing terms; (c) the scope, validity, rotation, spending limits, and rate limits of the Customer Model Key; and (d) maintaining sufficient quota, credit, and account standing with that Model Provider. Netridium is not a party to Customer's agreement with any Model Provider, does not resell or guarantee that provider's service, and has no liability for any charge, overage, throttling, suspension, quota exhaustion, model deprecation, or outage arising from Customer's own Model Provider account. If a Customer Model Key becomes invalid, exhausted, rate-limited, revoked, or otherwise unusable, affected Customer Logic will fail or be skipped, and Netridium may, at Customer's election in its account settings, either halt the affected execution or fall back to Netridium-Supplied AI and draw down AI Usage Credits accordingly.

7.7 AI Usage Credits. AI Usage Credits are prepaid, are drawn down as described in the Documentation, and expire at the end of the Subscription Term in which they were purchased unless Customer's Plan states otherwise. Unused AI Usage Credits have no cash value, are not refundable, and are not transferable between accounts. Netridium's metering records are the authoritative record of consumption absent manifest error. Customer is responsible for all consumption under its account, including consumption arising from scheduled Runs, Agent execution, retries, and Runs initiated by Run/View Users.

7.8 Monitoring and Low-Balance Notice. Netridium will make current AI Usage Credit balances visible in the Service and will use commercially reasonable efforts to send low-balance notifications to Customer's designated contacts. Such notifications are a courtesy; Customer remains solely responsible for monitoring its balance, and failure to send or receive a notification does not excuse Customer's obligations or create liability for Netridium.

7.9 Replenishment Election. Customer selects in its account settings how depletion of AI Usage Credits is handled: (a) automatic replenishment at the then-current rate when the balance falls below a threshold Customer sets; (b) charge or invoice in arrears at the then-current rate, where Netridium has approved that option for Customer's account; or (c) stop at zero, in which case Section 7.10 applies. If Customer has elected automatic replenishment and the charge fails, Section 7.10 applies.

7.10 View-Only Mode on Credit Exhaustion. If Customer's AI Usage Credit balance reaches zero or falls below any minimum stated in the Documentation, and no approved arrears or replenishment arrangement is in effect or an attempted replenishment charge fails, Netridium may place Customer's account in View-Only Mode immediately and without further notice. In View-Only Mode:

    (a) Users may sign in and view previously generated Output, saved reports, execution history, audit logs, and — to the extent their role permits — Customer Logic, Connections, and account settings;

    (b) no Customer Logic will execute, whether initiated manually by a Builder User or Run/View User, on a schedule, by an Agent, or through the API;

    (c) scheduled and agentic executions falling due during View-Only Mode are skipped rather than queued, unless the Documentation states otherwise, and Netridium has no obligation to execute skipped Runs upon restoration; and

    (d) Customer Data and Customer Logic remain stored and available for export under Section 9.6.

View-Only Mode is a metering state, not a suspension for cause. Provided Customer's Base Fee, User Fees, and Add-On fees are paid current, Netridium will not, solely by reason of AI Usage Credit exhaustion, terminate Customer's subscription, delete Customer Data or Customer Logic, or restrict access to the Service other than the execution restriction described above. Netridium will restore full functionality promptly upon Customer's purchase of additional AI Usage Credits or configuration of a valid Customer Model Key.

Placement in View-Only Mode does not suspend, reduce, prorate, or entitle Customer to any refund or credit of the Base Fee, User Fees, or Add-On fees, all of which continue to accrue and remain payable during View-Only Mode. Time spent in View-Only Mode is Excluded Downtime under Section 6.4 and is not a failure to meet the availability target in Section 6.1.

For clarity, View-Only Mode is separate from and does not limit Netridium's suspension rights under Section 2.7. If Customer's Base Fee, User Fees, or Add-On fees are unpaid, Section 2.7 governs and Netridium may suspend the account in full.

7.11 Automatic Charges and Authorization. Customer authorizes Netridium and its payment processors to charge the payment method on file for all amounts due under its Plan, including the Base Fee, User Fees, Add-On fees, renewal fees, AI Usage Credit purchases and replenishments, arrears charges, and applicable taxes, on the schedule associated with the Plan and without further notice or authorization. Customer is responsible for maintaining a valid payment method. Where Netridium agrees to invoice Customer instead, invoiced amounts are due net thirty (30) days from the invoice date, and each Add-On will appear as a separate line item.

7.12 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. Customer will reimburse Netridium's reasonable costs of collection, including attorneys' fees. See also Section 2.7(d).

7.13 Disputes. Customer must notify Netridium in writing of any good-faith billing dispute within thirty (30) days of the charge or invoice date, specifying the disputed amount and basis. Undisputed amounts remain payable when due. The Parties will work in good faith to resolve disputes promptly. Customer will not initiate a chargeback or payment reversal without first following this process.

7.14 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, excise, and similar taxes and duties, excluding taxes on Netridium's net income. If Netridium is required to collect such taxes, they will be added to Customer's charges. Customer will provide valid exemption documentation where applicable.

7.15 Fee Changes. Netridium may change the Base Fee, User Fee rates, Add-On rates, and AI Usage Credit rates effective upon renewal by providing at least forty-five (45) days' notice before the end of the then-current Subscription Term. Fees for a committed term will not increase during that term, except that AI Usage Credit rates for credits purchased after the notice date may change on notice to reflect Model Provider pricing changes outside Netridium's control. Continued use after the effective date of a fee change constitutes acceptance; if Customer does not accept, Customer's remedy is to cancel before renewal under Section 9.1.

8. PROPRIETARY RIGHTS

8.1 Netridium IP. Netridium and its licensors own all right, title, and interest in and to the Service, including its software, architecture, tenant isolation and role-separation model, user interfaces, APIs, the LogicScript Prompt Language specification and its reference implementations, Documentation, templates and sample libraries provided by Netridium, and all improvements and derivative works thereof. No rights are granted except as expressly stated in these Terms.

8.2 Customer IP. As between the Parties, Customer owns all right, title, and interest in and to Customer Data and Customer Logic (excluding any Netridium-provided components incorporated therein, which remain Netridium's property and are licensed to Customer for use within the Service during the Subscription Term). Customer grants Netridium a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and execute Customer Data and Customer Logic solely as necessary to provide, secure, support, and improve the Service and to comply with law.

8.3 Usage Data. Netridium may collect and use technical and operational data regarding the configuration, performance, and use of the Service ("Usage Data"), and may compile statistical and aggregated data derived from the operation of the Service. Netridium may use Usage Data and such aggregated data to operate, secure, analyze, benchmark, and improve the Service and for other lawful business purposes, provided that any externally disclosed data is aggregated and de-identified and does not identify Customer, any User, or any individual, and does not include Customer Data content or Customer Logic content.

8.4 Feedback. Customer grants Netridium a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, without restriction or obligation, any suggestions, ideas, enhancement requests, or feedback provided by Customer or its Users regarding the Service.

9. TERM, CANCELLATION, AND TERMINATION

9.1 Term, Renewal, and Cancellation. These Terms begin on the date of Customer's acceptance and continue until all of Customer's subscriptions have expired or been terminated. Each Subscription Term automatically renews for successive periods of equal length at the then-current fees unless Customer cancels through the Service's account management pages, or gives written notice of non-renewal, at least thirty (30) days before the end of the then-current Subscription Term (or, for monthly subscriptions, before the start of the next billing period). Cancellation takes effect at the end of the then-current paid period; Customer retains access until that date and no partial-period refunds are provided.

9.2 Termination for Cause. Either Party may terminate these Terms or an affected subscription upon written notice if the other Party materially breaches and fails to cure within thirty (30) days after notice describing the breach. Netridium may terminate immediately upon notice for Customer's breach of Section 2.6 or Section 5.1, or for non-payment that remains uncured thirty (30) days after notice.

9.3 Termination for Chronic Unavailability. If the Service fails to meet the availability target in Section 6.1 in each of three (3) consecutive calendar months, Customer may terminate its subscription upon written notice given within thirty (30) days after the end of the third month and receive a pro-rata refund of prepaid, unused subscription fees for the remainder of the Subscription Term. This is Customer's exclusive remedy for chronic unavailability absent an executed service level addendum.

9.4 Insolvency. Either Party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or is subject to a bankruptcy or receivership proceeding not dismissed within sixty (60) days.

9.5 Effect of Termination. Upon expiration or termination: (a) all access rights terminate and Customer will cease use of the Service; (b) all amounts accrued through the effective date become immediately due; (c) Customer will promptly revoke all Credentials granted to the Service; and (d) each Party will return or destroy the other's Confidential Information, subject to Section 10.5.

9.6 Data Export and Deletion. For thirty (30) days after expiration or termination (other than termination by Netridium for Customer's uncured material breach, in which case Netridium may shorten this period upon notice), Netridium will make Customer Data and Customer Logic available for export through the Service's standard export functionality, including the LogicScript import/export JSON schema where applicable. Thereafter, Netridium may delete Customer Data and Customer Logic in the ordinary course, subject to backup retention cycles and legal retention obligations. Customer is responsible for exporting its data within this period.

9.7 Survival. Sections 0.5, 0.6, 1, 2.6, 3, 4.2, 4.3, 5.3, 7 (as to accrued amounts), 8, 9.5–9.7, 10, 12.3, 13, 14, and 15 survive termination.

10. CONFIDENTIALITY

10.1 Definition. "Confidential Information" means non-public information disclosed by a Party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data and Customer Logic are Customer's Confidential Information. The Service, Documentation, non-public pricing, security architecture, and roadmap are Netridium's Confidential Information.

10.2 Obligations. Recipient will (a) use Discloser's Confidential Information only to perform under these Terms, (b) protect it with at least reasonable care and no less care than it uses for its own confidential information, and (c) disclose it only to its employees, contractors, advisors, and affiliates who need to know and are bound by confidentiality obligations no less protective than these.

10.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of or reference to the Confidential Information.

10.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit or contest disclosure.

10.5 Retained Copies. Recipient may retain copies required by law or contained in routine, non-targeted backup archives, which remain subject to this Section 10 for so long as retained.

11. DATA PROTECTION AND SECURITY

11.1 Security Program. Netridium will maintain a written information security program with administrative, technical, physical, and organizational safeguards appropriate to the nature of the Service, designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. Current measures include multi-tenant isolation enforced at the database layer, encryption of data in transit and at rest, encrypted storage of Credentials, role-based access control, scoped administrative access, and audit logging.

11.2 Personal Data. If Customer Data includes personal data subject to GDPR, UK GDPR, CCPA/CPRA, or similar law, the Parties will comply with Netridium's Data Processing Addendum ("DPA"), which is incorporated by reference and available at https://netridium.com/legal/dpa.html. In the event of a conflict between the DPA and these Terms regarding the processing of personal data, the DPA controls. Customer is the controller (or business) and Netridium is the processor (or service provider), acting on Customer's documented instructions, which include these Terms and Customer's configuration of Customer Logic and Connections.

11.3 Subprocessors. Netridium may engage subprocessors, including cloud infrastructure, database, email, payment, and Model Provider vendors, as identified in the DPA or the published subprocessor list. Netridium remains responsible for its subprocessors' performance of the obligations Netridium delegates to them.

11.4 Sensitive Data. Unless expressly agreed in writing in Customer's Plan or a separate addendum, Customer will not submit to the Service any protected health information subject to HIPAA, payment card data subject to PCI-DSS, government-issued identification numbers, biometric data, children's data subject to COPPA, or data classified under export control or national security regulations. Netridium has no liability arising from Customer's submission of such data in breach of this Section 11.4.

11.5 Security Incidents. Netridium will notify Customer without undue delay, and in any event within the period required by applicable law, after becoming aware of a confirmed security incident resulting in unauthorized access to or disclosure of Customer Data within Netridium's systems, and will provide reasonably available information about the incident and Netridium's response. Notification is not an acknowledgment of fault or liability.

11.6 Customer Security Responsibilities. Customer is responsible for configuring roles and permissions within the Service, for the scope of Credentials it supplies, for its Users' credential hygiene, and for the security of its own systems and networks. A security incident originating from compromised Customer credentials, over-scoped Credentials, or Customer's own environment is not a Netridium security incident.

11.7 Privacy Policy. Netridium's collection and use of personal information in connection with the Service is described in the Netridium Privacy Policy at https://netridium.com/legal/privacy-policy.html, which is incorporated by reference.

12. WARRANTIES

12.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and perform these Terms.

12.2 Netridium Limited Warranty. Netridium warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy and Netridium's entire liability for breach of this warranty is, at Netridium's option, (a) correction of the non-conformity, or (b) if Netridium cannot correct it within a reasonable time after written notice, termination of the affected subscription and a pro-rata refund of prepaid, unused fees for the terminated portion of the Subscription Term. This warranty does not apply to non-conformities caused by Customer Logic, Customer Data, Connections, Customer Systems, Model Provider behavior, unauthorized modification, or use inconsistent with the Documentation, and does not apply to offerings covered by Section 6.7.

12.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTIONS 12.1 AND 12.2, THE SERVICE, DOCUMENTATION, TEMPLATES, SAMPLES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." NETRIDIUM AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NETRIDIUM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY OUTPUT WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

13. INDEMNIFICATION

13.1 Netridium IP Indemnity. Netridium will defend Customer against any third-party claim alleging that the Service, as provided by Netridium and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, trademark, or trade secret rights, and will pay damages finally awarded or amounts in a settlement approved by Netridium.

13.2 Exclusions. Netridium has no obligation under Section 13.1 to the extent a claim arises from: (a) Customer Logic, Customer Data, or Output; (b) Prompts, Scripts, or content submitted to or returned by a Model Provider; (c) combination of the Service with products, services, data, or systems not provided by Netridium, where the claim would not have arisen but for the combination; (d) modification of the Service by anyone other than Netridium; (e) Customer's continued use after being notified to stop or after a non-infringing alternative was made available; or (f) offerings covered by Section 6.7.

13.3 Remedies. If the Service is, or Netridium believes it may become, the subject of a claim under Section 13.1, Netridium may at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify or replace it so it is non-infringing while materially preserving functionality; or (c) terminate the affected subscription upon notice and refund prepaid, unused fees. Sections 13.1 and 13.3 state Netridium's entire liability and Customer's exclusive remedy for intellectual property infringement.

13.4 Customer Indemnity. Customer's indemnification obligations are set forth in Section 3.9.

13.5 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim (delay excuses the indemnifying Party's obligations only to the extent it is prejudiced), (b) give the indemnifying Party sole control of the defense and settlement (provided no settlement imposing non-monetary obligations or an admission of liability on the indemnified Party may be made without its consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying Party's expense.

14. LIMITATION OF LIABILITY

14.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 CAP. EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NETRIDIUM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. FOR FREE OR TRIAL SUBSCRIPTIONS, NETRIDIUM'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Exclusions from the Cap. Section 14.2 does not limit: (a) Customer's payment obligations under Section 7; (b) either Party's liability for fraud, willful misconduct, or gross negligence; (c) Customer's indemnification obligations under Section 3.9; (d) Customer's breach of Section 2.6 (Restrictions); or (e) either Party's liability for death or personal injury caused by its negligence, or any other liability that cannot be limited under applicable law.

14.4 Customer Logic. For clarity and without limiting Section 3.6, the exclusions and limitations in this Section 14 apply fully to any claim arising from the content, configuration, or execution of Customer Logic or from reliance on Output.

14.5 Allocation of Risk. The Parties agree that the limitations in this Section 14 are an essential element of the bargain between them, are reflected in the fees, and will apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations of liability, so some of these limitations may not apply to Customer.

15. GENERAL

15.1 Governing Law. These Terms are governed by the laws of the State of Michigan, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

15.2 Venue and Jury Waiver. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Washtenaw County, Michigan, and waive any objection based on inconvenient forum. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS. Either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.3 Claims Period. No claim arising out of or relating to these Terms may be brought more than one (1) year after the claiming Party knew or should have known of the facts giving rise to it, except for claims for non-payment.

15.4 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, governmental action, utility or telecommunications failure, internet or cloud infrastructure outage, cyberattack, or failure of a Model Provider or other third-party service (each, a "Force Majeure Event").

15.5 Assignment. Customer may not assign or transfer these Terms or its account without Netridium's prior written consent, except to a successor in connection with a merger, reorganization, change of control, or sale of all or substantially all assets, upon notice to Netridium. Netridium may assign these Terms, in whole or in part, without consent, including to a successor entity in connection with a corporate reorganization, conversion, or contribution of assets to a Delaware corporation, or in connection with a financing, merger, or sale of assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the Parties' permitted successors and assigns.

15.6 Notices. Netridium may give notice to Customer by email to the address associated with Customer's account or by notice within the Service; such notice is effective when sent. Customer must give legal notices to Netridium in writing at legal@netridium.com and, for notices of termination or claim, also by nationally recognized overnight courier to Netridium, LLC, 2222 W Grand River Ave, Ste A, Okemos, Michigan 48864; such notice is effective upon receipt.

15.7 Independent Contractors. The Parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, or employment relationship, and neither Party may bind the other.

15.8 No Third-Party Beneficiaries. These Terms are for the benefit of the Parties only. Customer's clients and Users are not third-party beneficiaries.

15.9 Publicity. Neither Party will use the other's name, logo, or marks in publicity without prior written consent, except that Netridium may identify Customer by name and logo in customer lists and on its website unless Customer opts out by written notice.

15.10 Export and Sanctions. Each Party will comply with applicable export control, economic sanctions, and anti-corruption laws. Customer represents that it is not located in, and will not permit access from, any embargoed country, and that neither it nor any User is on a restricted-party list.

15.11 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder will continue in effect. No waiver is effective unless in writing, and no failure or delay in exercising a right waives it.

15.12 Order of Precedence. In the event of a conflict, the following order controls: (a) a separate written agreement executed by both Parties; (b) an executed Data Processing Addendum (as to processing of personal data); (c) an executed service level addendum (as to availability and credits); (d) Customer's Plan; (e) these Terms; (f) the Documentation. Pre-printed terms on a Customer purchase order or vendor portal are of no effect and are expressly rejected.

15.13 Entire Agreement. These Terms, together with Customer's Plan, the Schedules below, and all policies and addenda incorporated by reference, are the entire agreement between the Parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and representations, written or oral.

15.14 Changes to These Terms. Netridium may modify these Terms from time to time. Netridium will post the updated version with a revised version date and, for changes that materially affect Customer's rights or obligations, will provide at least thirty (30) days' advance notice by email or in-product notice. Changes take effect on the stated effective date, and Customer's continued access to or use of the Service on or after that date constitutes acceptance of the updated Terms. If Customer does not accept a material change, Customer's exclusive remedy is to stop using the Service and cancel under Section 9.1 before the change takes effect; if Customer cancels for this reason during a prepaid committed term, Netridium will refund prepaid, unused subscription fees for the remainder of that term. Changes will not apply retroactively to disputes arising before their effective date.

15.15 Headings and Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a Section include its subsections.

SCHEDULE 1 — PLAN TERMS

The following commercial terms are selected by Customer during signup or in the account management pages and are recorded in Customer's account and order confirmation. Together they constitute Customer's "Plan" and are incorporated into these Terms.

SCHEDULE 2 — CUSTOMER LOGIC ACKNOWLEDGMENT

This acknowledgment applies to every Customer that enables write, update, or delete capability for any Connection or item of Customer Logic. Netridium may also present it as a separate in-product confirmation at the time write capability is enabled; acceptance of that confirmation is in addition to, and does not replace, this Schedule.

By enabling write-capable Connections or Customer Logic, Customer acknowledges and agrees that:

1. Customer, and not Netridium, authors and controls all Prompts, Scripts, and Agents executed through the Service.
2. Netridium does not review, test, validate, or approve Customer Logic, and has no obligation to do so.
3. Customer Logic may irreversibly create, modify, or delete data in Customer Systems, including financial and accounting records, and may produce unanticipated or cascading effects.
4. Customer is solely responsible for testing all Customer Logic in a non-production environment before production use, for scoping Credentials to least privilege, for maintaining independent and tested backups, and for monitoring execution.
5. AI Output is non-deterministic and may be inaccurate or fabricated; Customer will apply appropriate human review before relying on Output for any material decision or automated write operation.
6. Netridium has no liability for data loss, corruption, or business consequence arising from the execution of Customer Logic, and no obligation to reverse or remediate its effects.

Netridium, LLC · 2222 W Grand River Ave, Ste A, Okemos, MI 48864 · legal@netridium.com

Version: August 16, 2026