Master Subscription Agreement

B1. Provision of Services

Subject to this Agreement, payment of Fees, and the limitations of the applicable Subscription Plan, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) install and use the Managed Package within Client's Salesforce organisation; (b) deploy AI Agents up to the agent limit specified in Client's Subscription Plan; (c) access and use AI-powered features under the funding model and allowances in the applicable Order Form; and (d) access the Services through channels permitted by Client's Subscription Plan.

The paid subscription covers the Salesforce organisation identified in the Order Form and is not priced by the number of individual Users. Under AI included, Credits are shared across that organisation’s configured Agents and permitted channels. Under Bring your own AI, Client pays its AI Provider directly as described in Section B1B. Salesforce and other third-party licences are not included unless expressly stated in the Order Form. Permitted use includes Client’s customer, partner and public-facing interactions through supported external channels and connected clients configured for Client’s business purposes. Such use does not grant administrative access, resale rights or a separate subscription to an external end user.

B1A. Nature of the Services

The Services are an integration and orchestration platform. The Managed Package operates within Client’s Salesforce organisation. In the core inference path, configured request content is sent directly from that organisation to the applicable AI Provider and the response is returned to the organisation, without a separate REDA-operated middleware service in that path. The request may contain Client Data, including selected records, conversation text, tool results and documents; it is not limited to tool metadata.

When Client enables an external client or channel, information returned through that connection also reaches the receiving service under the applicable account arrangements. Information Client supplies directly to Provider for support is handled separately under Section H4.

Provider does not develop, train, host or operate an AI model. The capabilities, availability and processing practices of AI Providers are governed by their applicable terms. This dependency does not remove Provider’s express obligations under this Agreement.

B1B. AI Funding Models and Customer Accounts

The Order Form identifies AI included or Bring your own AI for the licensed Salesforce organisation. AI included uses Provider-managed AI accounts and a shared Credit allowance. Bring your own AI uses Client’s supported AI Provider accounts; Client contracts with and pays those providers directly. Provider charges the agreed platform subscription and takes no markup or commission on that AI usage.

In Bring your own AI, Client selects supported connections and model profiles for individual Agents and configures the default connection and model for administrative AI operations. Client stores its provider credentials in its own Salesforce credential store; Provider does not hold those keys. Client is responsible for its accounts, credentials, provider charges, processing terms, permissions and configured limits.

Usage remains metered in Salesforce for reporting and configured controls, but does not deduct from a REDA Credit allowance. Metered units are not a statement of provider charges; Client’s provider determines and invoices those charges. Included Credits, top-ups, rollover and REDA Processing Tiers apply only to AI included. Provider’s managed-account arrangements do not apply to Client’s separately contracted accounts.

The funding model applies to the organisation and is changed through Provider under an agreed licence update. Selecting a different connection or model for an Agent does not change the organisation’s funding model. Available providers, models and features are those supported by the installed Services and applicable Documentation; support for every model or continued availability of a retired model is not promised.

B2. Salesforce Platform Dependency

The Services are built on and require the Salesforce platform. Client is solely responsible for maintaining a valid Salesforce licence. Provider accepts no liability for any unavailability, degradation, or change in the Services arising from: (a) Salesforce platform outages or maintenance; (b) changes to Salesforce APIs, platform features, or policies; (c) Client's failure to maintain a current Salesforce subscription; or (d) changes to the Salesforce ISV programme or related policies that affect the Managed Package. Client agrees that its access to the Services is subject to Salesforce's terms and that Salesforce's policies take precedence over this Agreement with respect to the underlying platform.

B3. AI Engine Dependency

The Services depend on artificial-intelligence models and infrastructure operated by third-party AI Providers. Provider does not warrant that: (a) AI-generated outputs will be accurate, complete, error-free, or appropriate for Client's specific use case; (b) the AI Engine will remain available without interruption; or (c) the AI Engine model version will remain constant.

Provider accepts no liability for any unavailability, degradation, delay, change in output quality, loss, or cost arising from: (a) outage, latency, throttling, rate-limiting, capacity restriction, or maintenance at an AI Provider; (b) an AI Provider's deprecation, withdrawal, retraining, or modification of a model; (c) an AI Provider's change to its pricing, commercial terms, acceptable-use policy, privacy policy, or data-handling or training practices; (d) an AI Provider's suspension, restriction, or termination of access, including where attributable to Client's own use or to the use of another subscriber sharing the same AI Provider account; (e) any security incident, unauthorised access, or data loss occurring at or within the systems of an AI Provider; or (f) any legal, regulatory, sanctions, or export-control measure affecting an AI Provider or its jurisdiction.

Provider may change the AI Engine, the AI Provider, or the model used for any Processing Tier at any time. Where such a change would materially degrade output quality for active subscribers, Provider shall communicate it by email with reasonable notice. The terms and policies of each AI Provider take precedence over this Agreement with respect to that AI Provider's own processing. Client acknowledges the inherent limitations of AI-generated content and agrees not to rely solely on AI outputs for high-stakes decisions without independent human verification.

AI Providers may version, modify, deprecate or retire their models, APIs, endpoints, parameters and features. Provider may update its integrations and substitute supported models or API versions as reasonably necessary to continue operating the Services or meet an AI Provider’s requirements. Client has no entitlement to continued access to a particular model, API version or retired feature. The applicable notice and data-processing provisions in Sections B3A, H3 and C8 continue to apply.

The third-party limitations in this Section do not displace Provider’s express obligations under Section H or obligations that applicable law does not permit it to exclude.

B3A. Processing Tiers and Designated AI Providers

In AI included, the Services offer multiple Processing Tiers. The remainder of this Section B3A describes that funding model; customer-account processing follows Section B1B and Client’s applicable provider terms. Each Tier designates the AI Provider and model class used for Agents assigned to it, and the rate at which Credits are consumed; the current designation is set out in the Documentation. Provider may substitute an equivalent AI Provider for any Tier on notice to Client.

Economy Tier. Where Client enables the Economy Tier, AI requests from Agents assigned to that Tier are processed by DeepSeek on infrastructure located in the People's Republic of China, and that AI Provider's terms of service are governed by the laws of the People's Republic of China. Its API applies context caching to request content by default; cached content is ordinarily cleared within a period of hours to days. That AI Provider's published terms of use expressly apply to its application programming interfaces and reserve to it the right — subject to encryption, de-identification and irreversibility, and to a minimal extent — to use inputs and outputs to provide, maintain, operate, develop or improve its services and the underlying technologies supporting them, including its models. That AI Provider makes an opt-out from such use available. Provider gives no warranty as to that AI Provider's conduct and has no means of verifying it.

The Economy Tier is available only where Provider has issued Client a credential enabling it, which Provider may withhold or revoke at its discretion. Where it has been issued, enablement further requires three affirmative acts by a Client administrator: creating the outbound connection to that AI Provider within Client's own Salesforce organisation (which Provider does not supply as part of the Managed Package), recording consent on the Agent record, and selecting the Tier. Absent the credential or any of those acts, no Client Data is transmitted to that AI Provider.

Client's enablement of the Economy Tier constitutes its documented instruction under Section H1 to transmit Client Data to that AI Provider, and its acceptance of the matters disclosed in this Section, subject to Sections G2, H3 and H5 and applicable law. Documents and files submitted for processing are processed by the primary United-States-based AI Provider irrespective of the Tier selected.

The primary AI Provider is Anthropic. Its Commercial Terms address model training on commercial customer content, and its Data Processing Addendum addresses personal-data processing. Training and retention are separate: review the provider’s retention information and the applicable account arrangements. No zero-retention or country-exclusive processing commitment is made by this Agreement. Connected Claude accounts have their own applicable terms. Review DeepSeek’s terms before enabling Economy. Its published opt-out wording does not itself establish that an opt-out is active for a particular API account.

B4. Subscription Plans and Agent Limits

The Services are offered in the plans described on Provider’s pricing page. The applicable Order Form states the limits for active Agents, active custom prompts, custom tools and MCP-enabled Agents, and the support entitlement. Built-in tools do not count toward the custom-tool allowance. Unlimited allowances do not mean unlimited AI usage or waive platform or provider limits.

Client may upgrade its plan by agreement with Provider; downgrading is available at the next renewal date. Plan features are subject to ninety (90) days’ notice for material changes affecting active subscribers. A website update does not itself change an existing Order Form.

B5. Trial Plan

Provider may offer the Free trial for three (3) months from activation, with one (1) active Agent, fifty (50) custom prompts, no custom tools and one (1) MCP-enabled Agent. AI included provides two thousand (2,000) Credits per month. Bring your own AI has no REDA Credit allowance and does not waive Client’s provider charges; this trial is arranged through Provider. Permitted channels and other applicable limits are identified in the licence and Documentation.

Trial access is provided on an “as-is” basis with no SLA or uptime commitment. Trial Credits do not roll over and expire at the end of the trial period; they are not refundable or transferable. Each legal entity is entitled to one trial only. Provider reserves the right to terminate or modify the trial. The trial does not include an assisted sandbox pilot or implementation services.

B6. Support

Support is provided under the applicable Order Form: Free includes the Help Center; Starter includes the Help Center and email support; Growth includes a named account executive; Business includes a dedicated account executive; Enterprise includes a dedicated account team and implementation team. Access to a team does not include full implementation, bespoke development or managed operations unless separately agreed.

Support hours, response commitments and escalation arrangements apply only as expressly agreed for product support. A named or dedicated contact is not a promise of round-the-clock availability. Product support does not transfer responsibility for Client’s implementation, configuration or business decisions to Provider.

B7. Updates and Modifications

Provider may update, modify, or enhance the Services at any time. Provider will use commercially reasonable efforts to: (a) provide advance notice of updates that may affect Client workflows; (b) maintain backward compatibility where feasible; and (c) provide release notes for significant changes. Emergency security patches may be deployed without prior notice.

Updates may be required to maintain compatibility with supported AI Provider APIs or models. Client is responsible for applying required Managed Package updates and making notified changes to its own connections and configurations, and for testing its affected Agents and workflows. Provider does not guarantee continued compatibility where Client declines or delays a required update or continues to use a retired interface.

B8. Client-Side Configurations, Customisations, and Custom Tools

The Services are provided as is. Provider's responsibility is limited to the Managed Package and the standard features delivered as part of the Services. Provider is not responsible for any configuration, customisation, custom code, custom objects or fields, permission or sharing setup, data, third-party integrations, AppExchange packages, or any other element introduced, configured, or maintained by Client (or by a third party on Client's behalf) within Client's Salesforce org or connected systems, none of which form part of the Services. Client is solely responsible for the security, permissions (including CRUD and field-level security), data scoping, input validation, testing, ongoing maintenance, and legal and regulatory compliance of all such client-side elements.

Where Client configures executable behaviour that the Services are permitted to invoke — including but not limited to Custom Tools, custom Apex actions, flows, or callouts exposed to AI Agents — Client acknowledges and agrees that the Services may invoke such behaviour autonomously, including on Community and External channels, without a human confirmation step. Client accepts full responsibility for all resulting data access, modification, deletion, or disclosure, and for any data loss, exposure, or regulatory non-compliance arising from such client-side elements. Client's in-product acceptance of any tool-specific or configuration-specific warning presented by the Services — recorded with Client's user identity and timestamp — constitutes binding acknowledgement of the responsibilities set out in this Section B8 and is incorporated into this Agreement.

Client is responsible for its implementation, including the design, configuration, authorisation, testing and operation of its Agents, Tools and workflows. This Agreement does not engage Provider to implement, configure or customise Client’s business processes.

B8A. Action Tools and Autonomous Execution

The Services include Action Tools delivered as part of the Managed Package which, when invoked by an AI Agent, create, modify, link, or delete records and files within Client's Salesforce organisation. Whether any Action Tool is available to any Agent is determined entirely by Client's configuration.

Client acknowledges that: (a) an AI Agent's decision to invoke an Action Tool is probabilistic, for the reasons set out in Sections D3 and D4, and may be incorrect; (b) Agents may invoke Action Tools autonomously, without a human confirmation step, including on Community, External, automated, and scheduled channels; and (c) access and permission enforcement depend on the configured channel, executing identity, tool and execution mode. Elevated execution may bypass particular object or field permission checks; it must not be assumed to bypass all record-sharing rules. Client must review the documented behaviour of each enabled route, including custom tools and scheduled execution, and test it with representative users.

Client is solely responsible for deciding which Action Tools to enable, on which Agents, on which channels, at what privilege level, and for the scope of data thereby made writable. Provider's responsibility in respect of an Action Tool is limited to that tool performing the operation described in the Documentation once invoked, and Provider accepts no liability for the consequences of an Agent invoking, or failing to invoke, an Action Tool, including any creation, modification, deletion, or disclosure of Client Data. Client's in-product acceptance of any tool-specific or privilege-specific warning presented by the Services — recorded with Client's user identity and timestamp — constitutes binding acknowledgement of this Section.

B9. Eligibility, Access and User Responsibility

The Services are designed for business use only. The individual accepting this Agreement must be at least 18 years old and authorised to bind Client. Client must be a duly organised legal entity, hold the Salesforce licences required for its use, and not be prohibited from receiving the Services under applicable law, including export controls. Client is responsible for determining who may use its configured external experiences and for providing any required notices and consents.

Access to the Services is managed through Client's Salesforce organisation credentials and the Managed Package. Client is responsible for: (a) maintaining the confidentiality of all credentials used to access the Services, including any credential issued by Provider; (b) all activities occurring through Client's Salesforce organisation; (c) ensuring that all Users comply with this Agreement; and (d) promptly notifying Provider at security@reda.one upon becoming aware of any unauthorised access to Client's account or the Services.

C1. Fees

Client shall pay the Fees in the applicable Order Form. Paid subscriptions have a twelve-month commitment and are billed annually in advance. A monthly amount displayed on the pricing page is the monthly equivalent of the annual subscription, not a month-to-month billing option. The Order Form states the total annual fee.

Client commits to the annual fee regardless of actual usage. Fees are in United States Dollars and exclude applicable taxes. Refund exceptions are addressed in Section C8.

C2. Credit Allocation and Consumption

The Subscription Plan, Credit allocation, Agent limits, and applicable Fees are as set out in the applicable Order Form (Sales Order) executed between the parties. In the event of any conflict between this Agreement and an Order Form with respect to the Subscription Plan, Credit allocation, Agent limits, or Fees, the Order Form shall control.

The Credit allocation, consumption, rollover and top-up provisions in Sections C2–C4 apply to AI included. Bring your own AI follows Section B1B. Credits are the unit of measure for AI interactions under AI included. Credits have no monetary face value, are not redeemable for cash, and are not transferable between organisations.

Basis of consumption. Credits are consumed by each request made to an AI Provider, not by each message submitted by a User. A single User instruction may generate multiple AI Provider requests where the Services perform multi-step reasoning, invoke tools, process files, or retry a failed or timed-out request. Consumption is measured on all tokens processed, including tokens used to write and read the caching mechanisms that reduce overall cost. The Credit cost per interaction depends on complexity and is estimated in Provider's Documentation; these estimates are indicative only and actual consumption may vary.

A provider-driven model or API change may alter the tokens, reasoning steps, tool calls or other metered processing required for the same task, resulting in higher Credit consumption. Previous usage and estimates do not guarantee future consumption per task. Changes in actual metered usage under the applicable consumption rates are distinct from Provider changing those rates or the price per Credit; such rate or price changes remain subject to Section C8. Consumption remains subject to the available controls and qualifications in Section C5.

C3. Credit Rollover Policy

For paid Subscription Plans, unused included Credits carry forward to the next monthly credit period, up to two times (2×) the plan’s monthly Credit allocation. The cap applies to the amount carried forward; the new month’s allocation is added separately. This is an amount cap, not a rule that each Credit expires after two months. Included Credits above the carry-forward cap are forfeited. The monthly rollover cycle continues through annual subscription renewal without a separate annual reset, subject to the same carry-forward cap and an active paid subscription.

For example, a monthly allowance of 25,000 Credits can carry up to 50,000 included Credits. Adding the next month’s 25,000 allowance gives an opening included balance of up to 75,000 Credits. Purchased Top-Up Credits are separate and follow Section C4; they do not count towards the included-credit rollover cap. Trial Credits do not roll over.

C4. Top-Up Credits

Client may buy additional Credits at $0.03 per Credit, with a minimum purchase of 25,000 Credits ($750). The same top-up rate applies to standard and nonprofit subscriptions. Request a top-up from Provider; the purchase confirmation identifies the quantity and any deadline for redeeming the top-up key. Purchasing a top-up does not increase the active-Agent allowance or extend the subscription term.

Each redeemed top-up remains available through the last day of its redemption month in the following calendar year, unless consumed sooner. For example, Credits redeemed on 19 September 2026 remain valid through 30 September 2027. Unused purchased Credits are held separately from included Credits and are not subject to the 2× monthly rollover cap. Unused, unexpired top-ups and their original expiry date are preserved across ordinary subscription renewals. Renewal neither shortens their validity nor starts a new validity period.

A redemption deadline for a top-up key is separate from the Credits’ expiry date. The Credits’ validity is calculated from the month of successful redemption, not the purchase date. Use requires an active paid subscription. On termination or expiry without renewal, access to Credits ends under Section J3. Top-ups are not redeemable for cash, transferable between organisations or refundable except as expressly provided in Section C8 or required by law.

C5. Consumption Monitoring and Budget Controls

The Services record usage for review. AI included also provides Credit balances. Bring your own AI retains usage reporting and configured limits without deducting a REDA Credit allowance; the provider’s invoice, not the Services’ usage display, determines its charges. Available controls include monthly user quotas, channel-specific daily caps, agent or session rate limits, and configurable processing limits. These controls address different kinds of usage; they are not interchangeable or a promise of a universal per-agent or per-prompt spending quota.

Client is responsible for selecting appropriate settings, monitoring consumption and testing its configuration. Checks and usage recording occur at different stages; in-flight or concurrent work can cross a threshold. Neither alerts nor configured limits guarantee an exact final spending ceiling. Provider remains responsible for its express obligations under this Agreement.

C6. Payment Terms

All Fees are due and payable in full upon execution of the Order Form or, for renewals, on the renewal date. Provider reserves the right to suspend access to the Services if payment is not received within fifteen (15) days of the due date. Overdue amounts shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), compounding monthly from the due date until full payment is received.

C7. Taxes

All Fees are exclusive of taxes. Client is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Provider's net income. If Provider is required by law to collect taxes, they will be added to invoices and are payable by Client unless Client provides a valid exemption certificate.

C8. Fee Changes

AI technology, supported models and provider rates evolve. Changes to Provider’s Fees remain subject to the notice periods below. In Bring your own AI, Client’s AI Provider may change its rates or terms under Client’s direct agreement with that provider, including on a shorter notice period. Those changes do not themselves change REDA’s platform subscription Fee.

Provider may adjust Fees upon ninety (90) days' written notice prior to the next annual renewal date.

AI-included cost changes. For AI included, Client acknowledges that the cost of AI processing is set by third-party AI Providers, may change without notice to Provider, and is outside Provider's control. Where an AI Provider changes its pricing, or where Provider changes or substitutes an AI Provider or model, Provider may adjust (a) the Fees payable per Credit and/or (b) the rate at which Credits are consumed for any Processing Tier, in each case upon thirty (30) days' written notice and at any point during the Subscription Term. Such an adjustment shall not apply retroactively to Credits already consumed. Continued use of the Services after the effective date of a price change or adjustment constitutes acceptance.

C9. Disputed Invoices

Client must notify Provider in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt. Disputed amounts shall be held in good faith while parties work to resolve the dispute; undisputed amounts remain immediately payable.

The suspension and late-interest provisions in Section C6 and the non-payment termination provision in Section J2 do not apply to amounts timely disputed in good faith under this Section while the parties work to resolve that dispute. This does not excuse payment of undisputed amounts or protect a bad-faith dispute.

D1. Provider Warranties

Provider warrants that: (a) it has the authority to enter into this Agreement; (b) the Services will perform materially in accordance with the Documentation under normal use conditions; (c) it will implement and maintain commercially reasonable security measures to protect Client Data within the Managed Package, within systems operated or controlled by Provider, and in respect of the credentials Provider issues to Client — this warranty not extending to the internal systems, practices, or security posture of any AI Provider, of Salesforce, or of any other Third-Party Service, none of which Provider operates, audits, or controls, and which are addressed in Sections B2, B3, and B3A; and (d) it will not knowingly introduce malicious code into the Services.

D2. Client Warranties

Client warrants that: (a) it has the authority to enter into this Agreement; (b) it has obtained all necessary rights, consents, and permissions to submit Client Data to the Services; (c) use of Client Data by Provider in accordance with this Agreement will not violate any applicable law or infringe any third-party rights; (d) it will comply with all applicable laws in its use of the Services; and (e) its use of the Services, and all content it submits to or generates through them, will comply with the acceptable-use policies of the applicable AI Provider as made available in the Documentation, Client indemnifying Provider under Section I2 for any suspension, restriction, penalty, or additional charge imposed on Provider's AI Provider account arising from a breach of this limb.

D3. Disclaimer of Warranties

Except as expressly set forth in Section D1, the Services are provided "as is" and "as available." Provider expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including: (a) any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) any warranty that the Services will be uninterrupted, error-free, or free of defects; (c) any warranty regarding the accuracy, reliability, timeliness, or completeness of AI-generated outputs; and (d) any warranty regarding the suitability of AI outputs for any particular business decision or regulatory context.

D4. Nature of AI Outputs

The Services use large language model (LLM) technology to generate AI outputs. You acknowledge and accept that AI outputs: (a) are probabilistic and may be inaccurate, incomplete, biased, or inconsistent; (b) may vary for identical or similar inputs across different interactions; (c) reflect training data with a knowledge cutoff that may not capture recent events; (d) may generate content that, while appearing authoritative, requires independent expert verification before use in professional, legal, financial, medical, or compliance contexts; and (e) are not a substitute for qualified professional advice.

D5. Human Oversight Responsibility

You accept full responsibility for implementing appropriate human oversight of AI-generated outputs before acting on them, particularly in contexts involving: customer commitments, pricing decisions, legal representations, compliance determinations, employment actions, credit decisions, or any decision with material business or regulatory consequences. Provider expressly disclaims liability for harm arising from Client's over-reliance on AI outputs without appropriate human review.

D6. AI Engine Variability

Provider may change the AI models and API versions used by the Services, subject to the applicable notice and other obligations in Sections B3, B3A, H3 and C8. Such changes may affect output quality, style, length, latency, tool behaviour, compatibility and Credit consumption. Provider will use commercially reasonable efforts to maintain output quality but does not guarantee identical behaviour, uninterrupted upstream availability or the same Credit consumption after a change.

To the extent permitted by applicable law, Provider is not liable for disruptions, changed AI behaviour, business losses or increased Credit consumption to the extent caused by an AI Provider’s independent changes, restrictions or retirement of a model or API, rather than Provider’s breach of its own express obligations under this Agreement. Such an upstream change or resulting increase in consumption does not, by itself, constitute a breach by Provider or create a right to a refund or Credit reimbursement.

D7. Prompt Engineering and Agent Configuration

The quality of AI outputs is materially affected by how AI Agents are configured and how prompts are structured. You are responsible for: (a) configuring system prompts appropriately for your use case; (b) testing AI Agent behaviour before production deployment; (c) implementing guardrails and output validation appropriate to your risk profile; and (d) monitoring deployed AI Agents on an ongoing basis.

An incorrect AI Output or an action performed within Client’s authorised configuration does not, by itself, establish that the Managed Package failed to perform in accordance with the Documentation. Provider does not warrant Client’s configuration, business decisions or resulting business outcomes.

D8. No Regulated AI Advice

REDA AI outputs do not constitute legal, financial, medical, tax, compliance, investment, or other professional advice. Outputs generated by the Services should not be relied upon as a substitute for consultation with appropriately qualified and licensed professionals. Provider accepts no liability for decisions made on the basis of AI outputs in regulated professional contexts.

D9. Third-Party AI Infrastructure

The Services depend on third-party AI infrastructure providers. Provider is not responsible for: (a) the terms, policies, or practices of third-party AI providers; (b) changes to third-party AI models that affect output quality; (c) outages or degradations caused by third-party AI infrastructure; or (d) data processing practices of third-party AI providers, which are governed by their own data processing agreements and privacy policies.

The third-party limitations in this Section do not displace Provider’s express obligations under Section H or obligations that applicable law does not permit it to exclude.

E1. Exclusion of Consequential Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, or the cost of substitute services, even if the party has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort, strict liability, or otherwise).

E2. Cap on Liability

Provider's total cumulative liability to Client under or in connection with this Agreement, regardless of cause or form of action, shall not exceed the greater of: (a) the total Fees actually paid by Client to Provider during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) One Hundred United States Dollars ($100).

E3. Essential Basis

The parties acknowledge that the limitations of liability in this Section E reflect a reasonable allocation of risk between the parties and are an essential element of the basis of the bargain between them. These limitations apply regardless of whether any remedy fails of its essential purpose.

E4. Exceptions

Nothing in this Agreement shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law; or (d) Client's obligation to pay Fees.

F1. Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using no less than the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent; and (c) use Confidential Information solely for the purpose of performing or exercising rights under this Agreement.

F2. Permitted Disclosures

A party may disclose Confidential Information: (a) to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement; (b) as required by law, court order, or regulatory authority, provided the disclosing party provides prompt prior written notice (where permitted) to enable the other party to seek a protective order; or (c) in connection with enforcing its rights under this Agreement.

F3. Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

F4. Pricing Model Confidentiality

Provider’s non-public supplier pricing, internal processing cost structure and non-public implementation details are Confidential Information. Client must not obtain them through unauthorised access or prohibited reverse engineering.

Client may inspect its own usage and Credit records, calculate expenditure and effective consumption rates, evaluate value, and share its own usage and contractual commercial information with professional advisers under applicable confidentiality obligations. Nothing in this Section prohibits that analysis or treats ordinary use of the Services’ transparency features as reverse engineering. These confidentiality obligations survive termination.

F5. Residuals

Nothing in this Agreement restricts either party from using Residuals retained in the unaided memory of individuals who have had access to the other party's Confidential Information in the normal course of performing work under this Agreement, provided no deliberate memorisation occurred.

G1. Provider IP

Vedi Technologies retains the intellectual-property rights in the REDA AI product, including the Managed Package, product Documentation and AI Engine integrations. REDA One LLC supplies the subscription as an authorised global reseller. Rights in other Provider Materials remain with their respective owners and licensors. No ownership of those rights transfers to Client under this Agreement; Client receives only the limited subscription rights in Section B1.

Client Data and AI Outputs remain subject to Sections G2 and G3. Third-party platforms, models, content and marks remain the property of their respective rights holders.

G2. Client Data Ownership

Client retains all IP Rights in Client Data. Client authorises the Managed Package to access and transmit the content selected through its configuration for the operation of its enabled Agents, Tools and channels. This authorisation does not transfer ownership of Client Data to Provider or authorise Provider to use Client Data for its own unrelated purposes.

Provider does not operate, train or fine-tune an AI model and does not use Client Data to train one. The core inference path sends request content from Client’s Salesforce organisation to the applicable AI Provider without a separate Provider-operated middleware database. Information voluntarily supplied to Provider for product support is addressed separately in Section H4.

The applicable AI Provider’s processing, training and retention terms must be considered before enabling its route, including the disclosures in Section B3A. Those disclosures do not displace obligations that apply under Section H or mandatory law.

G3. AI Output Ownership

As between the parties, Client owns outputs generated by the Services in direct response to Client's prompts and inputs ("AI Outputs"), subject to: (a) any applicable laws governing AI-generated content in Client's jurisdiction; (b) Provider's retention of rights in the underlying Provider Materials; and (c) the disclaimer in Section D3 regarding accuracy. Provider makes no representation that AI Outputs are original or free from third-party claims.

G4. Feedback

If Client provides Provider with suggestions, ideas, improvements, or feedback regarding the Services ("Feedback"), Client grants Provider an irrevocable, perpetual, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback in any manner without restriction or compensation to Client.

G5. Restrictions

Client shall not: (a) copy, modify, adapt, or create derivative works of the Managed Package or Provider Materials; (b) reverse engineer, decompile, or disassemble the Services except as expressly permitted by applicable law; (c) sublicense, resell, rent, or transfer access to the Services to any third party; (d) use the Services to build a competing product or service; (e) remove or obscure proprietary notices; or (f) use automated scraping, crawling, or extraction tools against the Services.

This restriction does not prohibit the external-channel and connected-client use authorised by Section B1 or supported API and workflow integrations used within their documented controls. It does not limit Client’s usage analysis permitted by Section F4.

G6. Marks

Neither party shall use the other's trademarks, logos, or trade names without prior written consent, except as required by the Salesforce ISV programme or as expressly permitted in writing.

G7. User Content

Client retains all IP Rights in content it submits to or through the Services. By submitting content, Client grants Provider a non-exclusive licence as described in Section G2. Client represents and warrants that it has all necessary rights to submit such content and that doing so does not infringe any third-party rights.

H1. Data Controller / Processor

Client determines the business purposes, data scope, authorised users and configuration of its Agents and workflows, and is responsible for establishing the lawful basis and authority for that use. Client’s legal role may be controller or processor, depending on the activity.

The Managed Package operates within Client’s Salesforce organisation as described in Section B1A. Supplying the app does not, by itself, establish that Provider acts as a processor for every activity performed in that organisation. The role of Provider and each receiving service depends on the actual activity, account arrangements and applicable law.

To the extent Provider processes Personal Information on Client’s behalf, it shall act on Client’s documented instructions and comply with the data-protection obligations applicable to that activity. Where applicable law requires a written processing agreement or additional terms, those requirements must be addressed for the relevant arrangement before that processing begins. The absence of a separate Provider-operated storage database does not waive applicable obligations.

H2. Provider Obligations

Provider shall implement and maintain commercially reasonable technical and organisational measures for the Managed Package, systems it operates or controls, and credentials it issues. Provider does not sell or rent Client Personal Information or use it for unrelated purposes.

To the extent Provider receives or otherwise processes Personal Information on Client’s behalf, Provider shall protect it, limit its use to the authorised purpose and assist with applicable data-subject requirements as required by law. These obligations do not grant Provider general access to Client’s Salesforce records.

Provider shall notify Client without undue delay, and in any event within seventy-two (72) hours after becoming aware of a Personal Data breach affecting Client Data within systems operated or controlled by Provider. For a relevant incident at a third-party processor, Provider shall pass on information without undue delay after becoming aware of it, including after receiving the processor’s notice. Provider does not promise the ability to detect or investigate incidents within systems it does not control. Mandatory notification obligations remain applicable.

H3. Sub-processors

AI Providers and connected services receive information according to the processing routes Client enables. A service contracted directly by Client, including Salesforce or a customer-selected external AI account, is governed by Client’s own arrangement and is not automatically Provider’s subprocessor.

Where Provider engages another processor to process Personal Information on Client’s behalf, Provider shall identify the applicable processor and processing terms and put in place the obligations required by applicable law. Roles are determined by the actual arrangement under Section H1; ownership of a credential alone does not settle every party’s legal role.

For a material new subprocessor engaged by Provider affecting Client Personal Information, Provider shall give at least thirty (30) days’ notice. Client may raise a data-protection objection within fifteen (15) days. The parties shall seek to resolve the objection or identify an available alternative route. No subscription-fee refund is created by this Section; applicable statutory rights and any expressly agreed data-protection terms remain unaffected.

Client’s enablement of an optional tier instructs use of the disclosed route. It does not waive legally required data-protection safeguards. Review the Economy disclosures in Section B3A before enablement.

H4. Data Retention

Conversation history, logs and usage records created by the Managed Package are stored in Client’s Salesforce organisation under Client’s access, retention and backup arrangements. The core inference path does not store those records in a separate Provider-operated middleware database. AI Providers and external connected clients apply their own applicable retention terms and settings to the content they receive.

If Client voluntarily supplies information to Provider for product support, Provider retains it only as necessary to resolve the request and for up to ninety (90) days afterwards, subject to legally required retention. Applicable return, deletion and confidentiality obligations apply to information actually held by Provider.

Client must arrange any required exports and backups before subscription termination or expiry and before uninstalling the Managed Package. This Agreement provides no post-termination access or export grace period. Storage in Client’s Salesforce organisation does not guarantee that package records remain available after licence expiry or package uninstall. Section J3 governs termination.

Any information treated as anonymous must be genuinely anonymised; removing direct identifiers alone does not remove applicable data-protection obligations.

H5. Cross-Border Transfers

Enabled AI Providers and connected services may process Personal Information outside Client’s jurisdiction. Their locations and contractual arrangements must be considered before use; provider headquarters alone do not establish an exclusive processing location.

Client is responsible for authorising the data and routes it enables and assessing requirements applicable to its own use. Each party must comply with the transfer obligations that apply to its actual role, including legally required safeguards. An administrator’s instruction to enable a route is not a waiver of mandatory requirements. The Economy disclosures in Section B3A apply.

H6. Client Responsibility for Submitted Data

Data Client submits to AI Agents within the Services — including Salesforce CRM data, customer information, and conversation content — is processed in accordance with this Section H. Client is solely responsible for ensuring that submission of such data to the Services is lawful under applicable data protection law and consistent with any commitments Client has made to data subjects.

H7. Privacy Policy

Client's use of the Services is also subject to Provider's Privacy Policy, the terms of which are incorporated herein by reference. In the event of a conflict between this Agreement and the Privacy Policy with respect to Client Data, this Agreement controls.

I1. Provider Indemnification

Provider shall defend, indemnify, and hold harmless Client from and against any third-party claim alleging that the Managed Package, as delivered by Provider and used in accordance with this Agreement, directly infringes a third party's IP Rights. This obligation does not apply where the claim arises from: (a) Client's modification of the Managed Package; (b) Client's combination of the Services with third-party products not approved by Provider; (c) Client's use of the Services in violation of this Agreement; or (d) AI Outputs or Client Data.

I2. Client Indemnification

Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and costs (including reasonable legal fees) arising from: (a) Client's use of the Services in violation of this Agreement or applicable law; (b) Client Data, including any claim that Client Data infringes third-party IP Rights or privacy rights; (c) Client's reliance on AI Outputs for business, professional, legal, or regulatory decisions; (d) Client's configuration of AI Agents; (e) any breach of Client's warranties under Section D2; or (f) any suspension, restriction, penalty, additional charge, or claim imposed on Provider by an AI Provider arising from Client's use of the Services, including any breach of that AI Provider's acceptable-use policy.

I3. Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of any claim for which indemnification is sought; (b) grant the indemnifying party sole control over the defence and settlement of the claim; and (c) cooperate reasonably at the indemnifying party's expense. The indemnified party may participate in the defence at its own expense. No settlement may be entered without the indemnified party's prior written consent where it imposes obligations on, or admits liability of, the indemnified party.

J1. Term

This Agreement starts when Client accepts it and continues while a subscription remains in effect. Each paid subscription has an initial term of twelve (12) months and automatically renews for successive twelve-month terms unless Client gives Provider written notice of non-renewal at least fifteen (15) calendar days before the end of the then-current term. Provider may invoice the renewal without obtaining a new confirmation of acceptance or sending a separate renewal reminder, except where applicable law requires one.

A timely non-renewal notice ends the subscription at the end of the paid term; it does not cancel the remaining commitment or create a refund. Client may give notice earlier than fifteen days. A late request does not prevent automatic renewal unless Provider agrees otherwise in writing. Notice of material contractual changes follows Section K10; fee-change notice follows Section C8.

If Provider elects to permanently discontinue supplying the REDA AI app, Provider shall give affected Clients at least six (6) months’ advance written notice identifying the service end date. At that date, Provider will refund the amount actually paid attributable to unused, unexpired purchased Top-Up Credits remaining in the affected subscription, without double recovery. Subscription Fees, included Credits and consumed or expired top-ups are not refundable, except where applicable law requires otherwise.

The permanent-discontinuation notice provision does not apply to suspension or termination for Client’s breach, non-payment or prohibited use, or to independent third-party outages, model/API retirements or temporary interruptions governed elsewhere in this Agreement. Existing termination rights in Section J2 and enforcement rights in Section L4 remain applicable.

J2. Termination for Material Breach

Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed. Provider may terminate immediately for non-payment beyond thirty (30) days overdue.

For this Section, a material breach is a failure of an express obligation under this Agreement that substantially deprives the other party of the benefit of that obligation. An isolated or minor software defect, an inaccurate AI Output or an action within Client’s authorised configuration does not, by itself, constitute a material breach. Provider must have the opportunity described above to investigate and cure a reported material software non-conformity, with Client’s reasonable cooperation. An effective correction, or a reasonable workaround restoring the affected material functionality, cures that non-conformity for the purpose of termination under this Section. A defect cured within the applicable cure period does not itself create a termination or refund right. This provision does not exclude liability that cannot lawfully be excluded.

J3. Effect of Termination

On subscription termination or expiry, Client’s right to use the Services and access Credits ends immediately. Client shall cease use and uninstall the Managed Package. No post-termination access, export period or free extension is included. Client must complete required exports and backups beforehand. Any different arrangement requires Provider’s express written agreement and does not create an automatic entitlement to an extension or refund.

Outstanding Fees remain due. Each party shall return or destroy the other’s Confidential Information on request, subject to legally required retention and applicable data-protection obligations. Refunds are limited to the express terms of Section C8 and applicable law. Termination does not transfer ownership of Client Data or AI Outputs to Provider.

The provisions identified in Section J4 survive to the extent necessary to give effect to their terms; termination does not revive an expired usage right or create a new subscription.

J4. Survival

Accrued payment obligations, ownership rights, confidentiality, applicable return/deletion and data-protection obligations, liability limitations, indemnities, dispute-resolution provisions and provisions intended by their nature to survive remain effective after termination to the extent applicable. In particular, Sections A, C, D3, E, F, G, H, I, J3, K and L survive to the extent necessary to give effect to those obligations and restrictions. Time-limited obligations retain their stated duration; survival does not extend the subscription or any time-limited restriction.

K1. Governing Law and Dispute Resolution

This Agreement is governed by Delaware law, excluding its conflict-of-laws rules. Disputes arising out of or relating to this Agreement or its breach shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Where the parties have their principal places of business in different countries, arbitration shall instead be administered by AAA’s International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules.

There shall be one arbitrator, appointed under the applicable rules. The legal seat of arbitration shall be Wilmington, Delaware, United States, and the arbitration shall be conducted in English. Hearings may be held remotely as permitted by the applicable rules or directed by the arbitrator without changing the legal seat.

Either party may seek interim protective relief or enforcement of an award in a court with jurisdiction without waiving arbitration. For proceedings concerning this Agreement brought in Delaware, the parties consent to the United States District Court for the District of Delaware where it has subject-matter jurisdiction, and otherwise to a Delaware state court with jurisdiction. This clause does not exclude mandatory rights or jurisdiction that cannot lawfully be excluded.

K2. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination or expiry, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the performance of this Agreement, without the prior written consent of the other party. In the event of a breach of this provision, the breaching party shall pay liquidated damages equal to one and one-half times (1.5×) the relevant individual's annualised compensation, which the parties agree represents a reasonable estimate of damages and not a penalty.

K3. Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, labour disputes, telecommunications failures, or actions of third-party service providers (including Salesforce platform outages or AI infrastructure provider outages). The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance.

K4. Entire Agreement and Order of Precedence

This Agreement, together with the applicable Order Forms and expressly incorporated schedules, constitutes the entire agreement for the Services. Where the parties execute additional data-protection terms required for an applicable processing arrangement, those terms govern conflicts concerning that processing. For other matters, an expressly agreed Order Form variation takes precedence over this Agreement, which takes precedence over Documentation and marketing materials.

Changes to an existing agreement require written acceptance by authorised representatives, except for operational or commercial changes expressly permitted by the specific notice mechanisms in this Agreement. Section K10 governs new versions of the Agreement.

K5. Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any purported assignment in violation of this section is void.

K6. Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith a valid replacement provision that most closely approximates the intent of the invalid provision. No waiver of any breach or default constitutes a waiver of any subsequent breach or default.

K7. Notices

All notices under this Agreement shall be in writing and delivered by: (a) email to the address on the Order Form (effective on confirmed receipt); (b) nationally recognised overnight courier; or (c) certified mail (return receipt requested). Notices to Provider shall be addressed to: REDA One LLC, 5 Independence Way, Suite 300, Princeton, NJ 08540, Attn: Legal. Email: legal@reda.one.

K8. Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

K9. Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic signatures, including click-through acceptance, shall be deemed legally equivalent to manual signatures for all purposes.

K10. Changes to this Agreement

Provider may publish revised versions of this Agreement. Publishing a revision does not itself amend a Client’s existing signed agreement. A revised version applies to a new Order Form or a renewal where it is incorporated with the required notice and acceptance. Material proposed revisions for renewal will be notified at least sixty (60) days before taking effect, without shortening any longer notice period required elsewhere in this Agreement.

The specific change mechanisms in Sections B3, B3A, B4, C8 and H3 continue to apply to changes within their stated scope. They do not create an unrestricted right to replace unrelated contractual obligations during a subscription term.

K11. Service Availability

Provider does not warrant uninterrupted or error-free availability of the Services. Scheduled maintenance windows will be communicated in advance where practicable. Provider shall not be liable for any losses arising from platform unavailability or Salesforce platform outages.

K12. Export Controls

The Services may be subject to export control laws and regulations. Client agrees not to export, re-export, or transfer the Services or any AI Outputs to countries, entities, or individuals subject to applicable export control restrictions without obtaining required governmental approvals.

L1. Permitted Uses

Client may use the Services for its legitimate business purposes, including internal workflows and permitted interactions with customers, partners and website visitors through configured channels, APIs and connected clients described in the Documentation and authorised under Section B1.

L2. Prohibited Uses

You shall not use the Services to:

• Harmful or illegal content: Generate, distribute, or process content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or violates any applicable law or regulation.
• Deception: Deploy AI Agents in a manner designed to deceive end users into believing they are interacting with a human being without appropriate disclosure.
• Privacy violations: Process Personal Information in violation of applicable data protection law or without appropriate legal basis.
• Regulatory non-compliance: Use AI outputs as the sole basis for decisions subject to regulatory requirements (including credit, employment, healthcare, or insurance decisions) without required human oversight.
• Security attacks: Attempt to probe, scan, or test the security of the Services; attempt to gain unauthorised access; introduce malware, viruses, or harmful code; or interfere with the Services' operation.
• Reverse engineering: Attempt to reverse engineer, decompile, or extract the Managed Package, provider-supplied prompts or confidential processing configuration. This restriction does not limit the customer usage analysis permitted by Section F4.
• Competitive intelligence: Use the Services to build, benchmark, or improve a competitive AI or CRM product.
• Spam and unsolicited communications: Use AI Agents to generate or send unsolicited bulk communications.
• Excessive automated access: Use automated tools to access the Services at volumes that materially exceed normal usage patterns for your plan, without prior written authorisation.
• Circumventing controls: Attempt to bypass, disable, or circumvent any governance controls, usage limits, credit caps, or security features of the Services.

L3. AI Provider Acceptable Use

Client must comply with the acceptable-use terms applicable to each AI Provider or connected service it uses. Where a request uses a Provider-supplied credential, it may be processed under the account arrangements supporting that credential. A customer-selected external account remains subject to its own terms; this Section does not classify all connected accounts as Provider-held accounts.

Misuse of a shared AI Provider account may affect Provider and other subscribers. Client’s indemnification obligations under Section I2 apply to the consequences within their stated scope. Provider may suspend access under Section L4 where it reasonably believes applicable use restrictions have been breached.

L4. Enforcement

Provider reserves the right to investigate suspected violations of this Acceptable Use Policy. Upon determining a violation has occurred, Provider may: (a) immediately suspend or terminate access to the Services; (b) remove or disable violating content or configurations; (c) report violations to law enforcement where required or appropriate; and (d) pursue all available legal remedies. Suspension or termination for violation of this policy does not itself entitle Client to a refund; the express exceptions in Section C8 and mandatory applicable law remain unaffected.