Master Subscription Agreement
REDA One LLC · Effective March 1, 2026 · Revised Effective Date: August 20, 2026
Agreement Overview
This Master Subscription Agreement ("Agreement") is entered into between REDA One LLC, a limited liability company organised under the laws of the State of Delaware, with its principal place of business at 5 Independence Way, Suite 300, Princeton, NJ 08540 ("REDA AI", "Provider", "we", or "us"), and the organisation accepting these terms ("Client" or "you").
By executing an Order Form, clicking "Accept", installing the REDA AI managed package, or otherwise accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent that you have the authority to bind that organisation.
The Services are an integration and orchestration platform. The Managed Package operates within Client's own Salesforce organisation and transmits Client's instructions to third-party artificial-intelligence providers. Provider does not develop, train, host, or operate any artificial-intelligence model. Section B1A sets out what this means for the allocation of responsibility under this Agreement, and Sections B3 and B3A set out the consequences of that dependency.
This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between the parties with respect to the subject matter herein. It supersedes the previous two-part "Master Subscription Agreement & Terms of Use", whose Part II (Terms of Use) has been merged into the Sections below. Terms governing use of the REDA AI website by visitors who are not subscribers are set out separately in the Website Terms of Use.
ADefinitions
As used in this Agreement, the following terms have the meanings set out below. Other capitalised terms are defined where they first appear.
BServices
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 up to Client's Credit allocation; and (d) access the Services through channels permitted by Client's Subscription Plan.
B1A. Nature of the Services
The Services are an integration and orchestration platform. The Managed Package operates entirely within Client's own Salesforce organisation and transmits Client's instructions directly from that organisation to one or more third-party AI Providers, returning their outputs to Client. Provider does not develop, train, host, or operate any artificial-intelligence model, and Client Data is not transmitted to, stored on, or processed by infrastructure operated by Provider.
The commercial terms, pricing, capabilities, availability, security posture, data-handling and training practices, and continued existence of each AI Provider are determined solely by that AI Provider and are outside Provider's control. Client acknowledges that this dependency is inherent in the nature of the Services, and that Provider's obligations under this Agreement are limited accordingly wherever they would otherwise extend to matters within an AI Provider's control.
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.
B3A. Processing Tiers and Designated AI Providers
The Services offer multiple Processing Tiers. 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, notwithstanding Sections G2, H3, and H5. Documents and files submitted for processing are processed by the primary United-States-based AI Provider irrespective of the Tier selected.
B4. Subscription Plans and Agent Limits
The Services are offered in tiers as described on Provider's pricing page. Each plan specifies a maximum number of AI Agents that may be deployed concurrently. Deployment of Agents in excess of the plan limit is not permitted. Client may upgrade its plan at any time; downgrading is available at the next renewal date. Plan features are subject to change with ninety (90) days' notice for material changes affecting active subscribers.
B5. Trial Plan
Provider may offer a Trial Plan at no charge, which provides: two thousand (2,000) Credits, a limit of one (1) Agent, access restricted to the Internal channel only, and a term of three (3) months from activation. Trial access is provided on an "as-is" basis with no SLA or uptime commitment. Trial Credits expire at the end of the trial period and are not refundable or transferable. Each legal entity is entitled to one Trial Plan only. Provider reserves the right to terminate or modify the Trial Plan at any time.
B6. Support
Provider shall provide support services in accordance with Client's Subscription Plan: (a) Trial — community support only; (b) Growth — general support via standard channels; (c) Business — dedicated Account Executive support; (d) Enterprise — dedicated Implementation team and consulting hours as specified in the Order Form; (e) Enterprise+ — white-glove support as specified. Support terms and SLAs are detailed in Provider's Support Policy, which may be updated from time to time.
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.
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.
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) where Client configures an Agent to execute in an elevated system context, the Services will act without enforcing that Client's sharing rules, object permissions, or field-level security, by design and at Client's election.
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. To access the Services, Client must: (a) be at least 18 years of age; (b) be acting on behalf of a duly organised legal entity; (c) have authority to bind that entity to this Agreement; (d) hold a valid Salesforce licence applicable to the Services; and (e) not be prohibited from receiving the Services under any applicable law, including applicable export controls.
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.
CFees, Credits and Billing
C1. Fees
Client shall pay all Fees set out in the applicable Order Form. All paid Subscription Plans are billed on an annual basis only; no monthly billing option is available. By subscribing, Client commits to the full annual fee regardless of actual usage levels, and unused Credits within a plan year do not result in refunds. Fees are stated in United States Dollars and are exclusive of applicable taxes.
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.
Credits are the unit of measure for AI interactions within the Services. 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.
C3. Credit Rollover Policy
For paid Subscription Plans (Growth, Business, Enterprise, Enterprise+): unused Credits at month-end roll over to the following month, subject to a cap of two times (2×) the monthly Credit allocation for that plan. Rolled-over Credits in excess of the cap are forfeited. Credits do not roll over across annual renewal periods. Trial Plan Credits and Top-Up Credits do not roll over under any circumstances.
C4. Top-Up Credits
Client may purchase additional Credits beyond the plan allocation at a rate of $0.030 per Credit, subject to a minimum purchase of 25,000 Credits ($750). Top-Up Credits: (a) are added to the Credits available in the billing period into which they are redeemed and are drawn down together with plan Credits, there being no separate Top-Up balance; (b) to the extent unused at period end, roll over on the same basis and subject to the same cap as plan Credits under Section C3; (c) are non-refundable; and (d) may be purchased through the Services dashboard or by contacting Provider. Purchasing Top-Up Credits does not extend the plan term or affect the annual renewal date.
C5. Consumption Monitoring and Budget Controls
Credit consumption is tracked in real time through the Services dashboard. Client is responsible for monitoring its Credit consumption and for configuring the per-user, per-agent, and per-prompt governance controls provided within the Services. Provider is not liable for over-consumption resulting from a failure to use available governance controls.
The Services include tools to set spending limits at the user level, agent level, and prompt level. Provider strongly recommends using these controls in production deployments. Activation of budget controls is Client's responsibility, and Provider will not compensate for Credits consumed in excess of internally desired limits where budget controls were available but not configured.
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
Provider may adjust Fees upon ninety (90) days' written notice prior to the next annual renewal date.
AI Provider cost pass-through. 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.
DWarranties and AI Disclosures
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 uses third-party AI infrastructure to power the Services. The specific AI model(s) and version(s) used are subject to change without notice. Changes in the AI Engine may cause variations in output quality, style, length, or capability. Provider shall use commercially reasonable efforts to maintain output quality, but does not guarantee consistency across AI Engine changes. Model changes are an inherent operational aspect of AI-powered services and do not constitute a breach of contract.
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.
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.
ELimitation of Liability
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.
FConfidentiality
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
Client specifically acknowledges that Provider's Credit-to-token conversion ratio, AI Engine cost structure, and infrastructure pricing are Provider's Confidential Information. Client agrees not to attempt to reverse-engineer, calculate, or disclose Provider's cost structure. This obligation survives termination of this Agreement.
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.
GIntellectual Property
G1. Provider IP
Provider retains all IP Rights in and to the Services, Provider Materials, Managed Package, AI Engine integrations, Documentation, and Resultant Data, including all modifications, enhancements, and derivative works thereof. No IP Rights in Provider Materials are transferred to Client under this Agreement. Client's subscription grants a limited right to use the Services as set out in Section B1 only.
G2. Client Data Ownership
Client retains all IP Rights in Client Data. Client grants Provider a limited, non-exclusive, royalty-free licence to use Client Data solely to: (a) provide, maintain, and improve the Services for Client; (b) generate Resultant Data; and (c) comply with applicable law. Provider does not train, fine-tune, or otherwise use Client Data to develop artificial-intelligence models, and shall not do so without Client's prior written consent. Provider does not operate any artificial-intelligence model (Section B1A); the use of request content by an AI Provider is governed by that AI Provider's own terms, over which Provider has no control and in respect of which Provider gives no warranty. The position of each designated AI Provider, to the extent it is published, is disclosed in Section B3A.
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.
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.
HPrivacy and Data Protection
H1. Data Controller / Processor
With respect to Personal Information within Client Data, Client acts as the data controller and Provider acts as a data processor. Provider shall process Personal Information only on Client's documented instructions and in accordance with this Agreement and applicable data protection law.
H2. Provider Obligations
Provider shall: (a) implement and maintain appropriate technical and organisational security measures to protect Personal Information within systems operated or controlled by Provider against unauthorised access, disclosure, alteration, or destruction; (b) not process Personal Information for any purpose other than providing the Services; (c) not sell or rent Personal Information to third parties; (d) notify Client without undue delay (and in any event within seventy-two (72) hours) upon Provider becoming aware of a Personal Data breach affecting Client Data within systems operated or controlled by Provider — where a breach occurs at a sub-processor, Provider's obligation being to relay that sub-processor's notification to Client without undue delay after Provider receives it, Provider having no ability to detect or investigate incidents within a sub-processor's systems; and (e) assist Client with data subject requests as required by applicable law.
H3. Sub-processors
Client acknowledges and consents to Provider's use of sub-processors, including AI infrastructure providers, cloud hosting providers, and Salesforce platform services. Provider shall: (a) maintain an up-to-date list of sub-processors available upon request; (b) procure that each sub-processor is bound by data protection obligations under its own published terms of service or data processing agreement, copies or summaries of which Provider shall make available on request — Client acknowledging that AI Providers contract on standard non-negotiable terms and that Provider is not able to impose bespoke obligations on them; and (c) notify Client at least thirty (30) days before adding material new sub-processors affecting Personal Information. Client may object to new sub-processors within fifteen (15) days; if the parties cannot agree, Client's sole remedy is termination with a pro-rata fee refund for the unused subscription period, notwithstanding Section C8.
The AI Provider designated for a Processing Tier is a sub-processor in respect of Agents assigned to that Tier. Where a Tier requires the affirmative enablement steps described in Section B3A, that AI Provider becomes a sub-processor in respect of Client only upon such enablement, and Client's enablement constitutes the consent and the thirty (30) days' notice contemplated by this Section.
H4. Data Retention
Provider does not store Client Data. The Managed Package operates within Client's own Salesforce organisation, and all conversation history, logs, and usage records created by the Services are stored as records within that organisation, under Client's own control and retention policies. Client Data transmitted to an AI Provider for processing is retained, if at all, in accordance with that AI Provider's published terms as disclosed in Section B3A.
Where Client voluntarily discloses Client Data to Provider in the course of a support request, Provider shall retain it only for as long as necessary to resolve that request and for up to ninety (90) days thereafter. Resultant Data may be retained indefinitely. Upon termination, Client remains in possession of all Client Data within its own Salesforce organisation; Provider has no Client Data to return or delete.
H5. Cross-Border Transfers
Client acknowledges that the Services may involve the transfer of Personal Information to countries outside Client's jurisdiction, including transfers to AI infrastructure providers. Such transfers shall be made in accordance with applicable data protection law and appropriate safeguards (e.g., Standard Contractual Clauses where required).
Where Client enables a Processing Tier whose designated AI Provider operates outside Client's jurisdiction, including the Economy Tier described in Section B3A, Client's enablement constitutes its documented instruction to make the resulting transfer, and Client is responsible for determining that the transfer is lawful in its own jurisdiction.
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.
IIndemnification
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.
JTerm and Termination
J1. Term
This Agreement commences on the Effective Date and continues until all Subscription Plans and Order Forms have expired or been terminated. Each Order Form specifies an initial term of twelve (12) months ("Initial Term") and shall automatically renew for successive twelve (12)-month terms ("Renewal Terms") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
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.
J3. Effect of Termination
Upon termination or expiry: (a) all rights granted to Client under this Agreement terminate immediately; (b) Client shall cease using the Services and uninstall the Managed Package; (c) each party shall return or destroy the other's Confidential Information on request, except as required by law; (d) all outstanding Fees become immediately due and payable; (e) Client's access to Credits is forfeited with no refund; and (f) Sections A, C, D3, E, F, G1, G4, G5, G6, I, J3, K and L survive indefinitely.
J4. Survival
KMiscellaneous
K1. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising under or in connection with this Agreement shall be submitted to binding arbitration administered under applicable arbitration rules. Venue for any judicial proceedings (including enforcement of arbitration awards or injunctive relief) shall be in the Federal District Court for the District of Wilmington, Delaware, and each party irrevocably consents to the personal jurisdiction of such courts.
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 all applicable Order Forms, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, representations, and understandings, including the previous two-part "Master Subscription Agreement & Terms of Use", the Part II (Terms of Use) of which has been merged into the Sections of this Agreement. In the event of a conflict, Order Forms shall take precedence over this Agreement, which shall take precedence over any Documentation or other materials. No modification shall be effective unless in writing and signed by authorised representatives of both parties.
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 reserves the right to update this Agreement at any time. The updated Agreement will be posted at this URL with a revised effective date. For material changes, Provider will notify active subscribers by email at least thirty (30) days before the changes take effect. Continued use of the Services after the effective date of any change constitutes acceptance of the revised Agreement. If Client does not agree to a revised Agreement, it must discontinue use of the Services and provide notice of non-renewal.
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.
LAcceptable Use Policy
L1. Permitted Uses
You may use the Services solely for your organisation's legitimate internal business purposes in connection with your Salesforce CRM operations, customer service workflows, sales processes, and related business functions as described in the Documentation.
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 Provider's AI models, prompt engineering, or cost structure.
- 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
Requests made through the Services are processed under an account held by Provider with the applicable AI Provider. Client's use of the Services must therefore also comply with the acceptable-use policy of that AI Provider, as made available in the Documentation, and Client warrants such compliance under Section D2(e).
Client acknowledges that a breach of an AI Provider's acceptable-use policy may result in that AI Provider suspending, restricting, or penalising Provider's account, with consequences for Provider and for other subscribers. Client indemnifies Provider for such consequences under Section I2(f), and Provider may suspend Client's access immediately under Section L4 where it reasonably believes such a breach has occurred.
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 entitle Client to any refund.
Legal Contact
For questions about this Agreement, legal enquiries, data subject requests, or privacy matters, please contact: