MASTER SUBSCRIPTION AGREEMENT

1. DEFINITIONS

1.1 Affiliate: Any entity that controls, is controlled by, or is under common control with a Party, where "control" means direct or indirect ownership of more than 50% of the voting interests.

1.2 AI Platforms: Third-party artificial intelligence platforms, including but not limited to ChatGPT, Perplexity, Google AI Overviews, Claude, Gemini, and other large language model-based search and answer engines.

1.3 Confidential Information: Any information disclosed by one Party to the other, marked as confidential or that should reasonably be understood to be confidential, including business, technical, or financial information. Nudge’s Confidential Information includes the terms of this Agreement and the Nudge Platform. Customer’s Confidential Information includes Customer Data.

1.4 Customer Data: All data submitted by or on behalf of the Customer to Nudge in connection with the Services, including brand information, product catalog data, prompts, and other materials provided for AI visibility analysis and optimization.

1.5 Documentation: The technical documentation, user guides, and help materials made available by Nudge to Customer in connection with the Services.

1.6 Feedback: Any suggestions, comments, enhancement requests, or other feedback relating to the Services provided by Customer.

1.7 Nudge Platform: Nudge’s proprietary software-as-a-service platform, including any APIs, integrations, tools, and related technology provided by Nudge.

1.8 Order Form: The document specifying the Services, pricing, Subscription Term, and other commercial terms, executed by both Parties and referencing this Agreement.

1.9 Service Content: Reports, data, insights, analytics, recommendations, and other content generated or made available through the Services.

1.10 Services: The software-as-a-service products made available by Nudge to the Customer under this Agreement, which provide services related to the analysis of AI Platforms’ treatment of specified products, services, and brand assets. This may include AI search visibility monitoring and analytics, prompt tracking and citation analysis, brand recommendation intelligence, content optimization for AI discovery, shoppable funnel creation and management, catalog optimization, and related features, all as identified in the applicable Order Form.

1.11 Subscription Term: The period during which the Customer is granted access to the Services, as set forth in the applicable Order Form.

1.12 Telemetry: Information, technical logs, data, metrics, and learnings generated from or related to Customer’s use of the Services, such as feature usage, platform interactions, and performance data, which does not identify Customer or any natural person as the source thereof.

1.13 Third-Party Platforms: Third-party platforms, add-ons, services, or products not provided by Nudge, including e-commerce platforms (e.g., Shopify, BigCommerce), analytics tools (e.g., Google Analytics, Google Search Console), and AI Platforms.

2. SERVICES

2.1 Access Grant. Subject to the terms of this Agreement and Customer’s compliance herewith, Nudge grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order Form.

2.2 Users. Customer may permit its employees and contractors to access the Services on Customer’s behalf using access credentials designated by Nudge. Customer shall maintain the confidentiality of all access credentials and is responsible for all actions taken through such credentials. Customer will promptly notify Nudge of any unauthorized use or compromise of access credentials.

2.3 Restrictions. Customer shall not (and shall not permit anyone else to), directly or indirectly: (a) provide access to, distribute, sell, or sublicense the Services or Nudge Platform to a third party; (b) use the Nudge Platform to develop a similar or competing product or service; (c) reverse engineer, decompile, or disassemble the Nudge Platform, except to the extent such restriction is not permitted under applicable law; (d) modify or create derivative works of the Nudge Platform; (e) remove or obscure any proprietary notices; (f) publish benchmarks or performance information about the Nudge Platform without Nudge’s prior written consent; (g) interfere with the operation of the Nudge Platform or circumvent any access restrictions; (h) transmit viruses or other harmful materials; (i) use the Nudge Platform to take any action that risks harm to others or that violates applicable law; or (j) access or use the Nudge Platform in a manner that violates any applicable law.

3. NUDGE RESPONSIBILITIES

3.1 Service Availability. Nudge shall use commercially reasonable efforts to make the Services available 24/7, except for planned maintenance or events beyond Nudge’s reasonable control.

3.2 Support. Nudge shall provide technical support in accordance with its then-current support policy, as may be updated from time to time.

3.3 Compliance. Nudge shall comply with all laws applicable to Nudge in its delivery of the Services.

3.4 Modifications. Nudge may modify, enhance, or upgrade the Services from time to time. Nudge will not materially decrease the overall functionality of the Services during the Subscription Term. New features or modules may be subject to additional terms or fees.

3.5 Data Usage. Nudge may collect, process, and use Telemetry for Nudge’s business purposes, including product improvement, benchmarking, and aggregate reporting. Telemetry does not identify Customer or any natural person.

4. CUSTOMER RESPONSIBILITIES

4.1 Customer Data. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has obtained all rights, consents, and permissions necessary for Nudge to process Customer Data as contemplated by this Agreement.

4.2 Compliance. Customer shall use the Services in compliance with applicable laws, including those that apply to Customer Data.

4.3 Prohibited Activities. Customer shall not: (a) upload or share content that infringes intellectual property rights; (b) use the Services to store or transmit malicious code; or (c) submit any restricted or sensitive information (such as health data, payment card numbers, Social Security numbers, or government-issued identification numbers) unless explicitly agreed upon in the Order Form.

5. THIRD-PARTY PLATFORMS

5.1 Integrations. The Services may support integration with Third-Party Platforms. Use of any Third-Party Platform integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement.

5.2 No Liability for Third Parties. Nudge does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Nudge Platform, or how Third-Party Platforms or their providers use Customer Data.

5.3 Authorization. By enabling a Third-Party Platform to interact with the Nudge Platform, Customer authorizes Nudge to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

5.4 Credentials. To the extent an integration requires Customer’s access credentials for a Third-Party Platform, Customer: (a) agrees to provide such credentials; (b) represents and warrants that Customer has all necessary rights to provide such credentials; and (c) authorizes Nudge to use such credentials on Customer’s behalf in connection with the Services.

6. DATA PRIVACY AND PROCESSING

6.1 Customer Data Rights. Customer retains all of its rights in and to Customer Data. Nudge retains all of its rights in and to the Nudge Platform.

6.2 Use of Customer Data. Customer grants Nudge a non-exclusive, worldwide, royalty-free right to use, copy, store, process, and display Customer Data solely as necessary to: (a) provide the Services and perform its obligations under this Agreement; (b) derive or generate Telemetry; or (c) comply with applicable laws. Nudge does not train any artificial intelligence or machine learning models on Customer Data.

6.3 Data Processing. Nudge shall process Customer Data in compliance with applicable data protection laws. To the extent Nudge processes personal data subject to applicable data protection law, the Parties shall comply with the Data Processing Agreement, which is incorporated into this Agreement by reference.

6.4 Security Measures. Nudge shall implement commercially reasonable administrative, physical, and technical safeguards to protect Customer Data against unauthorized access, loss, or disclosure.

6.5 Data Return/Deletion. Upon expiration or termination of this Agreement, Nudge will promptly return or delete Customer Data upon Customer’s written request, except that Nudge may retain copies as necessary to comply with applicable law or as contained in standard backups subject to this Agreement’s confidentiality provisions.

7. FEES AND PAYMENT

7.1 Fees. Customer shall pay all fees specified in the Order Form. All fees will be paid in U.S. dollars unless otherwise provided in the Order Form. Except as otherwise specified herein, all fees are non-cancellable and non-refundable.

7.2 Payment Terms. Fees are due within 30 days of the invoice date, unless otherwise specified in the Order Form. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7.3 Taxes. Fees exclude applicable taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than Nudge’s income tax.

7.4 Fee Adjustments. Fees for renewal terms are at Nudge’s then-current rates, unless otherwise specified in the Order Form. Nudge will provide at least 30 days’ written notice of any fee adjustment prior to the start of a renewal term.

7.5 Suspension of Service. Nudge may suspend Customer’s access to the Services if: (a) Customer’s account is 30 or more days overdue; (b) Customer breaches Section 2.3 (Restrictions) or Section 4 (Customer Responsibilities); or (c) suspension is necessary to prevent harm to other customers or to preserve the security, stability, or integrity of the Services. Where practicable, Nudge will provide prior notice of suspension.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized and validly existing; (b) this Agreement constitutes a valid and binding obligation; and (c) entering into this Agreement does not violate any other agreement to which it is bound.

8.2 Product Warranty. Nudge warrants that during the Subscription Term, the Services will perform materially as described in the Documentation. If Nudge breaches this warranty and Customer provides written notice identifying the breach in reasonable detail, Nudge will use commercially reasonable efforts to correct the issue. If Nudge cannot do so within 30 days, either Party may terminate this Agreement and Nudge will refund any pre-paid, unused fees.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES, SERVICE CONTENT, AND ALL NUDGE TECHNOLOGY ARE PROVIDED "AS IS." NUDGE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. NUDGE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Services and Service Content are not professional advice; (b) Service Content may include inaccurate or erroneous information, as it is derived from third-party AI Platforms whose outputs change frequently and are outside Nudge’s control; (c) Customer is responsible for independently evaluating Service Content and any other information received from the Services; and (d) due to the changing nature of AI Platforms, Nudge does not guarantee the Services will support or be compatible with specific AI Platforms at all times.

9. INTELLECTUAL PROPERTY

9.1 Nudge IP. As between the Parties, Nudge retains all right, title, and interest in and to the Nudge Platform, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

9.2 Customer IP. As between the Parties, Customer retains all right, title, and interest in and to Customer Data.

9.3 Generated Content. To the extent the Services generate content for Customer (including optimized product descriptions, landing page content, or shoppable funnel materials), Nudge assigns to Customer all of Nudge’s right, title, and interest, if any, in such content upon creation. Such content is provided "AS IS" and Customer is responsible for reviewing its accuracy and suitability before use.

9.4 Feedback. Customer grants Nudge the unrestricted right to use, incorporate, and exploit any Feedback for any purpose, without obligation to Customer.

10. INDEMNIFICATION

10.1 Indemnification by Nudge. Nudge shall defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) resulting from any third-party claim alleging that the Nudge Platform, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret.

10.2 Indemnification by Customer. Customer shall indemnify and hold harmless Nudge from and against any third-party claim, including damages and costs (including reasonable attorneys’ fees), to the extent: (a) alleging facts that, if true, would result in Customer’s breach of Section 4 (Customer Responsibilities); (b) relating to Customer’s use of Service Content in its business operations; or (c) arising from Customer Data infringing the intellectual property rights of a third party.

10.3 Procedures. The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of the claim; (b) grant the indemnifying Party exclusive control of the defense and settlement; and (c) provide all reasonably necessary cooperation at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent if settlement would require the indemnified Party to admit liability or take/refrain from any action.

10.4 Mitigation. In response to an infringement claim, Nudge may at its option: (a) procure rights for Customer’s continued use; (b) modify the Nudge Platform to avoid infringement without materially decreasing functionality; or (c) terminate this Agreement and refund pre-paid, unused fees.

THIS SECTION 10 SETS FORTH EACH PARTY’S ENTIRE LIABILITY AND SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

11. CONFIDENTIALITY

11.1 Nondisclosure. Each Party (as "Receiving Party") agrees to: (a) use Confidential Information of the other Party (the "Disclosing Party") only for purposes of this Agreement; (b) restrict disclosure to employees, consultants, or advisors with a bona fide need to know who are bound by confidentiality obligations at least as protective as this Agreement; and (c) not disclose Confidential Information to any third party without prior written approval. The Receiving Party shall exercise at least the same degree of care as it uses for its own confidential information, but not less than reasonable care.

11.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) was independently developed without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

11.3 Required Disclosures. The Receiving Party may disclose Confidential Information if compelled by law or governmental proceeding, provided that the Receiving Party gives prior notice (to the extent legally permitted) and reasonable assistance to allow the Disclosing Party to seek protective treatment.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Indirect Damages. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

12.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NUDGE DURING THE 12 MONTHS PRIOR TO THE CLAIM.

12.3 Excluded Claims. "Excluded Claims" means: (a) either Party’s breach of Section 11 (Confidentiality); and (b) either Party’s indemnification obligations under Section 10.

The limitations in this Section 12 apply regardless of the form of action and will survive and apply even if any limited remedy fails of its essential purpose.

13. TERM AND TERMINATION

13.1 Term. This Agreement begins on the Effective Date and continues until no Order Form has been in effect for a period of at least 90 days, unless terminated earlier.

13.2 Termination for Cause. Either Party may terminate this Agreement (including any Order Form) upon 30 days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within that 30-day period. Either Party may also terminate immediately if the other Party ceases operations, seeks bankruptcy protection, or has such proceedings instituted against it and not dismissed within 60 days.

13.3 Termination Without Cause. Except as stated in Section 13.2, neither Party may terminate this Agreement without cause unless mutually agreed in writing.

13.4 Effect of Termination. Upon termination or expiration: (a) Customer’s access to the Services will cease; (b) Nudge will return or delete Customer Data in accordance with Section 6.5; (c) Customer shall pay all fees owed through the effective date of termination; and (d) the following Sections survive: 6 (Data), 8.3 (Disclaimers), 9 (IP), 10 (Indemnification), 11 (Confidentiality), 12 (Limitation of Liability), 13.4 (Effect of Termination), and 14 (General Provisions).

14. GENERAL PROVISIONS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

14.2 Dispute Resolution. The Parties shall attempt to resolve disputes through good-faith negotiations. If unresolved within 30 days, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

14.3 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Entire Agreement. This Agreement, including all Order Forms, the Data Processing Agreement, and any Supplemental Terms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior or contemporaneous agreements.

14.5 Force Majeure. Neither Party shall be liable for failure or delay due to causes beyond their reasonable control, including natural disasters, pandemics, government actions, and cyberattacks.

14.6 Publicity. Nudge may identify Customer as a user of the Services in its marketing materials and website, including use of Customer’s name and logo. Customer may request removal of such reference at any time by written notice.

14.7 Severability. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

14.8 Waiver. No failure or delay in exercising any right shall constitute a waiver of that right.

14.9 Notices. All notices under this Agreement shall be in writing and sent via email to the addresses specified in the Order Form, and shall be effective upon confirmed receipt.

14.10 Counterparts. This Agreement may be executed in counterparts, including electronic copies, each of which is deemed an original.