Subscriber Agreement - DataBillity

DATABILLITY, INC. doing business as BILLITY AI SUBSCRIBER AGREEMENT

Version 1.0 | April 2026

Definitions "Agreement" means, collectively, this Subscriber Agreement, each executed Order Form, the Data Processing Agreement, the Terms of Service, the Privacy Policy, and, if applicable, the Network Participation Agreement. "Authorized Users" means the individuals authorized by Subscriber to access and use the Platform under this Agreement, subject to the usage limits specified in the applicable Order Form. "Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product plans, customer data, financial information, pricing, and proprietary algorithms. "Customer Data" means all data, content, and information that Subscriber or its Authorized Users submit, upload, transmit, or make available through the Platform, including Personal Data of Subscriber's end customers and business contacts. "DPA" means the Data Processing Agreement between the parties governing the processing of Personal Data. "Effective Date" means the date of the first Order Form executed between the parties, or such other date as specified therein. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, and any other intellectual property rights recognized in any country or jurisdiction. "Network Participation Agreement" means the Billity AI Third-Party Data Sharing Network Participation Agreement, currently v1.2, governing Subscriber's participation in the cross-network data sharing features of the Platform. "Order Form" means each ordering document executed by the parties that references this Subscriber Agreement, specifying the subscription plan, modules, fees, usage limits, term, and other commercial terms. "Platform" means the Billity AI software-as-a-service platform, including all modules, features, APIs, widgets, AI agents (Billity Bots), recommendation engine, data integrations, and related services made available by Provider to Subscriber under this Agreement. "Privacy Policy" means the Billity AI Privacy Policy, currently v2.3, available at billity.ai/legal/privacy-policy. "Provider" means DataBillity, Inc., a Delaware corporation d/b/a Billity AI. "Subscriber" means the entity identified in the applicable Order Form that has subscribed to the Platform. "Terms of Service" means the Billity AI Terms of Service, currently v1.5, available at billity.ai/legal/terms-of-service.
Platform Access and License 2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all applicable fees, Provider grants to Subscriber a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform during the Subscription Term solely for Subscriber's internal business purposes, in accordance with the usage limits specified in the applicable Order Form. 2.2 Restrictions. Subscriber shall not: (a) sublicense, sell, rent, lease, or otherwise make the Platform available to any third party except as expressly permitted herein; (b) modify, copy, or create derivative works based on the Platform; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform; (d) interfere with or disrupt the integrity or performance of the Platform; (e) access the Platform for the purpose of building a competitive product or service; (f) use the Platform in violation of applicable law; or (g) exceed the usage limits specified in the applicable Order Form without Provider's prior written consent. 2.3 Authorized Users. Subscriber is responsible for all activities of its Authorized Users and shall ensure that each Authorized User complies with the terms of this Agreement. Subscriber shall maintain the confidentiality of all access credentials and promptly notify Provider of any unauthorized use. 2.4 AI Agent and Autonomous Processing. Subscriber acknowledges that the Platform includes autonomous AI agents (Billity Bots) and a multi-model recommendation engine that process Customer Data using machine learning models and large language models. Subscriber is responsible for configuring AI agent parameters, review thresholds, and operational guardrails through the Platform's administrative interface. Provider shall not use Customer Data to train, fine-tune, or improve any AI or machine learning models without Subscriber's prior written consent.
Fees and Payment 3.1 Fees. Subscriber shall pay all fees specified in the applicable Order Form ("Fees"). Fees are non-cancellable and non-refundable except as expressly provided in this Agreement. All amounts are stated in U.S. dollars unless otherwise specified in the Order Form. 3.2 Payment Terms. Unless otherwise specified in the Order Form, Fees are due in advance on a monthly or annual basis as selected by Subscriber. Payment shall be made within thirty (30) days of invoice date. Provider reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). 3.3 Taxes. All Fees are exclusive of applicable taxes, levies, and duties. Subscriber shall be responsible for all taxes associated with its subscription, excluding taxes based on Provider's net income. 3.4 Usage-Based Charges. If the Order Form includes usage-based charges (such as API access, SMS messaging, or data network revenue share), Provider shall deliver monthly usage reports to Subscriber. Usage-based charges are invoiced in arrears and due within thirty (30) days. 3.5 Fee Adjustments. Provider may increase subscription Fees upon renewal by providing at least sixty (60) days' written notice prior to the start of the renewal term. Fee increases shall not exceed ten percent (10%) per renewal period unless otherwise agreed in writing.
Term and Termination 4.1 Subscription Term. The initial subscription term ("Initial Term") and renewal provisions are set forth in the applicable Order Form. Unless a party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the subscription shall automatically renew for successive periods of the same duration as the Initial Term (each a "Renewal Term", and together with the Initial Term, the "Subscription Term"). 4.2 Termination for Cause. Either party may terminate this Agreement: (a) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets. 4.3 Termination for Convenience. Subscriber may terminate this Agreement for convenience at any time upon thirty (30) days' written notice, subject to payment of any early termination fees specified in the Order Form. 4.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) Subscriber's right to access and use the Platform shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession; (c) Provider shall handle Customer Data in accordance with the DPA (return or deletion within thirty (30) days at Subscriber's election); and (d) any fees accrued prior to termination shall remain payable. 4.5 Survival. Sections 1 (Definitions), 3 (Fees and Payment, to the extent of accrued obligations), 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 8 (Representations and Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Dispute Resolution), and 12 (General Provisions) shall survive termination or expiration of this Agreement.
Intellectual Property 5.1 Provider IP. As between the parties, Provider retains all right, title, and interest in and to the Platform, including all software, algorithms, AI models, documentation, and related Intellectual Property Rights. Nothing in this Agreement transfers any ownership of Provider's Intellectual Property to Subscriber. 5.2 Customer Data Ownership. As between the parties, Subscriber retains all right, title, and interest in and to Customer Data. Subscriber grants Provider a limited, non-exclusive, non-transferable license to process Customer Data solely for the purpose of providing the Platform and related services under this Agreement. 5.3 Aggregated and Anonymized Data. Provider may use aggregated and anonymized data derived from Customer Data (which does not identify Subscriber or any individual) to improve the Platform, generate benchmarks, and develop new features. Such aggregated data shall not constitute Customer Data or Confidential Information. 5.4 Feedback. If Subscriber provides suggestions, enhancement requests, or other feedback regarding the Platform ("Feedback"), Provider may use such Feedback without restriction or obligation. Feedback shall not be deemed Confidential Information.
Confidentiality 6.1 Obligations. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely for the purposes of this Agreement. 6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. 6.3 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the party gives the other party prompt written notice (to the extent legally permitted) to allow the other party to seek a protective order.
Data Protection 7.1 Data Processing Agreement. To the extent that Provider processes Personal Data on behalf of Subscriber, the parties shall execute a Data Processing Agreement ("DPA"), which shall govern the processing of such Personal Data and form part of this Agreement. 7.2 Compliance. Each party shall comply with all applicable data protection laws and regulations in connection with its performance under this Agreement, including GDPR, CCPA/CPRA, PIPEDA, and other applicable privacy legislation. 7.3 Subscriber Obligations. Subscriber shall: (a) ensure that it has all necessary rights, consents, and legal bases to provide Customer Data to Provider for processing through the Platform; (b) provide all required notices to, and obtain all necessary consents from, its end customers in accordance with applicable law; (c) comply with the consent management requirements of the Platform, including the Cross-Network Consent Engine where applicable; and (d) promptly notify Provider of any data subject requests that require Provider's assistance. 7.4 AI and Automated Decision-Making. Where Subscriber uses the Platform's AI agents, recommendation engine, or other automated decision-making features to interact with or make decisions about its end customers, Subscriber is solely responsible for: (a) ensuring that such use complies with applicable law, including requirements for human oversight, transparency, and non-discrimination; (b) providing appropriate disclosures to end customers regarding the use of AI; and (c) configuring AI guardrails and escalation thresholds within the Platform. 7.5 Network Participation. If Subscriber elects to participate in the Billity AI Data Sharing Network, Subscriber shall execute the Network Participation Agreement and shall ensure that all cross-network data sharing is conducted in compliance with the consent mechanisms provided by the Platform's Cross-Network Consent Engine.
Representations and Warranties 8.1 Provider Warranties. Provider represents and warrants that: (a) it has the right and authority to enter into this Agreement and to grant the rights granted herein; (b) the Platform will perform materially in accordance with its documentation during the Subscription Term; (c) it will provide the Platform in compliance with all applicable laws; and (d) it will implement and maintain commercially reasonable security measures to protect Customer Data as described in the DPA. 8.2 Subscriber Warranties. Subscriber represents and warrants that: (a) it has the right and authority to enter into this Agreement; (b) it has all necessary rights and consents to provide Customer Data for processing through the Platform; (c) its use of the Platform will comply with all applicable laws and the Terms of Service; and (d) it will not use the Platform for any unlawful or prohibited purpose. 8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AI-GENERATED OUTPUTS, RECOMMENDATIONS, AND PREDICTIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, OR MEDICAL ADVICE.
Limitation of Liability 9.1 Liability Cap. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), SECTION 10 (INDEMNIFICATION), OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. 9.2 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.3 AI Outputs. Subscriber acknowledges that AI-generated outputs, recommendations, and automated actions produced by the Platform are probabilistic in nature and may contain inaccuracies. Provider shall not be liable for decisions made by Subscriber in reliance on AI-generated outputs.
Indemnification 10.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Subscriber from and against any third-party claim that Subscriber's authorized use of the Platform infringes such third party's Intellectual Property Rights, provided that Subscriber promptly notifies Provider, gives Provider sole control of the defense and settlement, and provides reasonable cooperation. 10.2 Subscriber Indemnification. Subscriber shall indemnify, defend, and hold harmless Provider from and against any third-party claim arising from: (a) Subscriber's breach of this Agreement; (b) Subscriber's violation of applicable law; (c) Customer Data or Subscriber's use of the Platform; or (d) Subscriber's failure to obtain required consents from its end customers.
Dispute Resolution 11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For purposes of any provision that references Subscriber jurisdiction, location, or “country on file,” the operative facts are the Subscriber’s billing address and organization profile information as shown in the Platform at the time a dispute arises (or as stated in the applicable executed Order Form if it expressly controls and differs), not necessarily the information in effect at initial enrollment.

11.2 Informal Resolution. Before initiating formal proceedings, each party agrees to attempt to resolve any dispute arising under this Agreement through good-faith negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party describing the dispute. The parties shall attempt to resolve the dispute within thirty (30) days of such notice. 11.3 Arbitration. If the parties are unable to resolve a dispute through informal negotiation within thirty (30) days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Seattle, Washington, USA. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. 11.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

General Provisions 12.1 Entire Agreement. This Agreement, together with all Order Forms and the documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. 12.2 Amendments. This Subscriber Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Provider may update the Terms of Service and Privacy Policy from time to time; material changes will be communicated to Subscriber at least thirty (30) days in advance. 12.3 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. 12.4 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, or failures of third-party telecommunications or power providers. 12.5 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or recognized overnight courier to the addresses specified in the applicable Order Form or such other address as a party may designate in writing. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 12.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver of that right. 12.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. 12.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.
Execution By executing this Subscriber Agreement below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions set forth herein. Each signatory represents that they are duly authorized to bind the respective entity.