Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between Enso Insights (“Enso Insights”, “we”, “our”) and the entity identified as “Customer” in the order form, checkout flow, or self-service signup that references this Agreement (the “Order”). Enso Insights and Customer are each a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined in this Agreement have the meanings set forth in the Order. By accepting an Order, signing up for a self-service plan, or otherwise accessing the Services, Customer agrees to be bound by this Agreement.

1. Overview

Subject to the terms and conditions of this Agreement, Enso Insights will make available to Customer the Enso Insights software-as-a-service platform accessible at https://www.ensoinsights.us, which provides services related to the analysis of how third-party generative artificial-intelligence engines (“AI Engines”) — including but not limited to ChatGPT, Google Gemini, Perplexity, Claude, and other large-language-model assistants — describe, cite, summarize, recommend, or otherwise treat specified brands, products, services, and competitive sets. The platform may include scoring, ranking, citation tracking, prompt analytics, historical trend reporting, executive summaries, and other features identified in the Order (collectively, each individually a “Service” and together the “Services”). Use of the Services may be subject to certain limitations, including limits on the volume and frequency of audits, the number of competitor sets, the number of seats, and the time period for which the Order applies, all as further described in the applicable Order.

1.1 Uniform terms; no negotiated modifications

Enso Insights provides the Services on the basis of a single, uniform set of legal terms applicable to all customers. As a matter of policy:

1. this Agreement, the Data Processing Agreement, the Privacy Policy, the Subprocessors List, and the published pricing constitute the complete and exclusive terms on which Enso Insights offers the Services;
2. Enso Insights does not enter into customer-specific master services agreements, custom data processing agreements, security or vendor-management addenda, business associate agreements (BAAs), audit-rights riders, indemnification riders, most-favored-nation clauses, or other negotiated modifications to these terms;
3. any term contained in a Customer purchase order, vendor portal acceptance, click- through form, supplier code of conduct, or similar document that conflicts with, modifies, supplements, or supersedes this Agreement is rejected and is void and of no effect, even if Enso Insights signs, countersigns, electronically accepts, acknowledges receipt of, accepts payment referencing, or otherwise processes such document, and any signature, acknowledgement, or processing of such document by Enso Insights is for administrative routing purposes only and shall not be construed as agreement to any term in the document beyond the commercial deal-specific facts described in Section 18.14; and
4. Enso Insights’s acceptance of an Order, payment, or both is conditioned on this Section 1.1, and any course of dealing, prior practice, or industry custom to the contrary is expressly disclaimed.

This Section 1.1 reflects an intentional product and operational choice that allows Enso Insights to offer the Services to all customers on equal economic terms. Customers whose procurement requirements mandate bespoke contractual terms, negotiated security addenda, or customer-specific indemnification may find that the standardized model described in this Agreement is not a fit for their organization.

2. Services

2.1 Ordering process; agreement

Subscriptions to the Services are purchased pursuant to the Order. The Order will identify the Services to which Customer is subscribing and, as applicable, the audit volume, the number of seats, the limitations around the structure or scope of data returned, and the time period for which the Order applies.

2.2 Access grant

During the Term, subject to Customer’s compliance with this Agreement, Customer may access and use the Services solely for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order. The foregoing license includes the right to access, view, and use the reports, scores, citations, summaries, recommendations, and other materials made available through the Services from time to time (“Service Content”) for Customer’s internal business purposes.

2.3 Users

“User”means an employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf, using the credentials designated by Enso Insights (“Log-in Credentials”). Enso Insights shall not permit the total number of Users who have accessed or used the Services during the Term to exceed the maximum User quantity specified in the applicable Order. Customer will not make available the Services to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Log-in Credentials are issued to a single named natural person and may not be used as a shared, role-based, or group account.

If Enso Insights reasonably determines that materially more individuals are accessing or have accessed the Services through Customer’s account than the User quantity for which Customer is licensed (each such excess access, an “Unauthorized Use”), then, in addition to all other rights and remedies available to Enso Insights at law, in equity, or under this Agreement, Enso Insights may, in its sole discretion:

1. invoice Customer, and Customer will pay within thirty (30) days, the additional Fees that would have applied had Customer been licensed at the tier corresponding to the actual number of accessing individuals, retroactive to the earliest date on which Enso Insights can reasonably document the Unauthorized Use began;
2. require Customer to immediately upgrade to a tier reflecting actual usage and pre-pay the difference in Fees for the remainder of the then-current Order Initial Term or Order Renewal Term;
3. suspend Customer’s access to the Services pursuant to Section 6 (Suspension of Service) until Customer cures the Unauthorized Use to Enso Insights’s reasonable satisfaction; and
4. for material, willful, or repeated Unauthorized Use (including any recurrence after written notice from Enso Insights of a prior Unauthorized Use), treat the Unauthorized Use as a material breach of this Agreement, in which case Enso Insights may terminate this Agreement for cause under Section 10.2 without further cure period and without refund of any pre-paid Fees.

Customer will reasonably cooperate with any investigation by Enso Insights into suspected Unauthorized Use, including by providing, on Enso Insights’s written request, a written attestation signed by an authorized officer of Customer regarding the actual number of individuals who have accessed or used the Services through Customer’s account during a specified period. Customer is responsible for its Users’ compliance with this Agreement and for all actions taken through their Log-in Credentials (excluding misuse of Log-in Credentials caused by Enso Insights’s breach of this Agreement). Customer will promptly notify Enso Insights if it becomes aware of any compromise of any Log-in Credentials. Enso Insights may collect, access, use, disclose, transfer, store, and otherwise process (“Process”) Log-in Credentials in connection with the provision of the Services or for Enso Insights’s internal business purposes.

2.4 Restrictions

Customer will not (and will not permit anyone else to), directly or indirectly:

1. provide access to, distribute, sell, or sublicense the Services, the Service Content, or related content or technology provided by or on behalf of Enso Insights (collectively, “Enso Technology”) to a third party (other than Users);
2. use the Enso Technology to develop a similar or competing product or service or to provide products or services to a third party;
3. reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Enso Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Enso Insights);
4. modify or create derivative works of the Enso Technology or copy any element of the Enso Technology;
5. remove or obscure any proprietary notices in the Enso Technology;
6. publish benchmarks or competitive performance information about the Enso Technology without our prior written consent;
7. interfere with the operation of the Enso Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Enso Technology;
8. transmit any viruses, malware, or other harmful materials to the Enso Technology;
9. use the Enso Technology to take any action that risks harm to others, defames any person or organization, infringes third-party rights, or violates the terms of any AI Engine accessed through the Services;
10. intentionally harm the security, availability, or integrity of any Enso Technology;
11. use the Services to generate content that is unlawful, hateful, harassing, or designed to deceive consumers about the source of products or services; or
12. access or use the Enso Technology in a manner that violates any relevant local, state, federal, or international laws, regulations, case law, or conventions, including those related to data privacy, data transfer, international communications, or export of data (“Law”).

3. Service levels and support

Enso Insights uses commercially reasonable efforts to make the Services available and to respond to support inquiries submitted to support@ensoinsights.us in a timely manner during our published support hours. The Services are provided without a formal uptime commitment or response-time service level unless expressly stated in the applicable Order, and Enso Insights makes no representation or warranty regarding availability beyond what is expressly stated in this Agreement. Customers on paid plans may be eligible for additional service-level or support commitments as set forth in the applicable Order.

4. Data

4.1 Retention of rights

Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to the Customer Data and (b) Enso Insights and its licensors retain all of their rights in and to the Enso Technology.

4.2 Use of Customer Data

Customer hereby grants Enso Insights a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to use, copy, store, disclose, transmit, transfer, publicly display (only as directed by Customer), modify, create derivative works from, and Process any materials that Customer (including its Users) inputs or makes available to Enso Insights, including any prompts, brand names, competitor names, market context, and free-text instructions submitted through the Services (collectively, “Customer Data”) solely as necessary: (a) to provide the Services and otherwise perform Enso Insights’s obligations under this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws.

For the avoidance of doubt, Enso Insights does not train any artificial intelligence or machine-learning models on Customer Data.Customer Data submitted to upstream AI Engines is transmitted under those engines’ applicable enterprise / API data-handling commitments, which (depending on the provider and tier) prohibit the upstream provider from using Customer Data to train its models and limit retention to what is necessary to fulfill the request, return outputs, and comply with the upstream provider’s legal obligations. Specific upstream retention windows and any zero-data-retention configurations available to Enso Insights are described on our Subprocessors page.

4.3 Telemetry

“Telemetry”means information, technical logs, data, metrics, and learnings generated from or related to Customer’s and Users’ use of the Services, such as feature usage, click-throughs, dwell times, and aggregated audit-job statistics, which information does not identify Users, Customer, or any natural human persons as the source thereof. Enso Insights may Process Telemetry for Enso Insights’s and its affiliates’ business purposes, including to operate, secure, debug, and improve the Services and to publish aggregated industry benchmarks.

4.4 Service Content and outputs

Subject to Customer’s payment of Fees and compliance with this Agreement, Customer owns the Service Content generated specifically for Customer (the audit reports, scorecards, executive summaries, and recommendations produced in response to Customer’s prompts). Customer is granted a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use such Service Content for any lawful business purpose. Due to the nature of generative AI, similar inputs may produce similar outputs for different customers; Enso Insights makes no representation that any particular Service Content is unique to Customer.

4.5 Data Processing Agreement

To the extent Enso Insights will Process Customer Data subject to applicable “Data Protection Law” (as such term is defined in our Data Processing Agreement) in the provision of the Services to Customer, each Party will comply with its obligations in the Data Processing Agreement, which is incorporated into this Agreement by reference.

5. Customer obligations

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services, including those that apply to Customer Data and to the AI Engines accessed through the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Enso Insights to Process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data (including the terms of any AI Engine to which the Customer Data is submitted).

6. Suspension of service

Enso Insights may immediately suspend Customer’s access to any or all of the Enso Technology if: (a) Customer breaches Section 2.3 (Users), Section 2.4 (Restrictions), or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Enso Insights suspend the Enso Technology or otherwise may impose additional liability on Enso Insights; or (d) Customer’s actions risk harm to any of Enso Insights’s other customers or to the security, availability, or integrity of any of the Enso Technology. Where practicable, Enso Insights will use reasonable efforts to provide Customer with prior notice of the suspension (email being sufficient).

7. Third-party platforms

The Services depend on, and may further support integrations with, third-party platforms, add-ons, services, or products not provided by Enso Insights, including the AI Engines whose outputs we score, web search providers, analytics providers, and connected destinations Customer may authorize (collectively, “Third-Party Platforms”). Use of any Third-Party Platform integrated with or accessed through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Enso Insights does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, interoperability, or how the Third-Party Platform uses Customer Data. AI Engines may change behavior, add or remove features, change pricing, or restrict access at any time, and Enso Insights does not guarantee compatibility with any specific AI Engine or any specific feature thereof. By enabling a Third-Party Platform to interact with the Enso Technology, Customer authorizes Enso Insights to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf, including using Customer’s access credentials where required.

8. Fees and taxes

8.1 Fees

Customer will pay the fees for the Services set forth in each Order (“Fees”). All Fees are in U.S. dollars unless the Order provides otherwise. Self-service plans are billed in advance through our payment processor on the cadence selected at signup (monthly or annual) and renew automatically unless Customer cancels before the next renewal date. Enterprise Orders are invoiced as set forth in the Order; unless the Order provides otherwise, all invoiced Fees are due within 30 days of the invoice date. Late amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by Law. Fees for Order Renewal Terms are at Enso Insights’s then-current rates, regardless of any discounted pricing in a prior Order; Enso Insights will provide notice of any rate change at least 30 days before a renewal. All Fees are non-refundable except as set forth in Section 9.2 (Product Warranty) and Section 13.4 (Mitigation), and except that self-service customers on a monthly plan may cancel at any time and avoid the next monthly charge.

8.2 Automatic renewal disclosure

For all self-service subscribers, and in particular for California residents as required by California Business & Professions Code §17600 et seq.

• Recurring billing.By starting a paid self-service subscription, Customer expressly authorizes Enso Insights and its payment processor to charge Customer’s payment method on a recurring basis (monthly or annually, as selected at signup) at the then-current price for the selected plan, plus applicable Taxes, until Customer cancels.
• Renewal notice. For annual self-service subscriptions, Enso Insights will send Customer an email reminder at the email address on the account between fifteen (15) and forty-five (45) days before each automatic renewal, identifying the renewal date, the amount that will be charged, and a direct link to cancel.
• How to cancel. Customer may cancel a self-service subscription at any time, with cancellation taking effect at the end of the then-current billing period (no partial-period refunds), by either (a) using the self-service cancellation link in the account dashboard, or (b) emailing support@ensoinsights.us from the email address on the account.
• Free trials. If a paid plan is offered with a free trial, Enso Insights will clearly disclose the trial duration, what will happen at trial end, and how to cancel before being charged. Customers will not be enrolled in a paid plan without affirmative consent obtained at the time the trial is initiated.

8.3 Taxes

Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Enso Insights’s income tax (“Taxes”). Fees are exclusive of all Taxes.

9. Warranties and disclaimers

9.1 Mutual warranties

Each Party represents, warrants, and covenants to the other Party that:

1. it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
2. the execution and delivery of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
3. this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms; and
4. the entering into and performance of this Agreement does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.

9.2 Product warranty

Enso Insights warrants to Customer that, during the Term, the Services will perform materially as described in the then-current applicable documentation made available to Customer (the “Documentation”) and Enso Insights will not materially decrease the overall functionality of the Services during the Term (the “Product Warranty”). If Enso Insights breaches the Product Warranty and Customer makes a written warranty claim identifying in reasonable detail the nature of the breach, then Enso Insights will use reasonable efforts to correct the breach and cause the Product Warranty to be satisfied. If Enso Insights cannot do so within 30 days after receipt of a warranty claim that satisfies the requirements of the immediately foregoing sentence, either Party may terminate this Agreement and Enso Insights will refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. This Section sets forth Customer’s exclusive remedy and Enso Insights’s entire liability for breach of the Product Warranty.

9.3 Compliance with Laws

Enso Insights represents and warrants to Customer that Enso Insights’s provision of the Services will comply with all Laws applicable to Enso Insights in its delivery of the Services.

9.4 Disclaimers

Except as expressly provided in Sections 9.1 (Mutual Warranties), 9.2 (Product Warranty), and 9.3 (Compliance with Laws), the Enso Technology, any support and technical services, and all other Enso Insights services are provided “as is.” Enso Insights, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Enso Insights does not warrant that Customer’s use of the Enso Technology will be uninterrupted or error-free or that it will maintain Customer Data without loss. Enso Insights is not liable for delays, failures, or problems inherent in use of the internet and electronic communications or other systems outside Enso Insights’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

AI and LLM hallucination disclaimer. The Services use automated systems, including third-party large-language-model engines (“LLMs”), to score, summarize, cite, and generate content about brands and competitive sets. LLMs are known to occasionally generate inaccurate, incomplete, stale, biased, fabricated, or hallucinated outputs, and the behavior of any given AI Engine may change without notice as the upstream provider updates its models, pricing, or terms. Customer is solely responsible for verifying all outputs before relying on them. Customer agrees not to make legal, financial, medical, regulatory, investor-relations, public-disclosure, or other consequential business decisions based solely on AI-generated content from the Services. To the fullest extent permitted by law, Enso Insights disclaims all liability for losses, injuries, claims, damages, or adverse outcomes arising from reliance on AI-generated content produced by or through the Services.

Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that:

1. the Services and Service Content are not professional, legal, financial, medical, or marketing advice;
2. the Services are powered by generative AI Engines whose outputs may be inaccurate, incomplete, biased, fabricated (“hallucinated”), or otherwise erroneous, and may change over time as the underlying AI Engines change;
3. Customer is responsible for independently evaluating the Service Content and any other information Customer receives from the Services before relying on it in connection with any business decision, public statement, or investment;
4. due to the changing nature of AI Engines and Third-Party Platforms, Enso Insights does not guarantee the Services will support or be compatible with any specific AI Engine, web grounding source, or Third-Party Platform; and
5. scoring rubrics and methodology may change over time as the AI ecosystem evolves; Enso Insights uses commercially reasonable efforts to document and communicate methodology changes.

Notwithstanding anything to the contrary, the representations and warranties set forth in Sections 9.2 (Product Warranty) and 9.3 (Compliance with Laws) do not apply to: (i) issues caused by Customer Data; (ii) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (iii) issues in or caused by AI Engines, Third-Party Platforms, or other third-party systems; (iv) use of the applicable Enso Technology other than in accordance with the Documentation; or (v) Trials and Betas (as described in Section 16) or other free or evaluation use of the Enso Technology.

10. Term and termination

10.1 Term

The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least 90 days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”) unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. For self-service plans, Customer may cancel at any time through the dashboard or by emailing support@ensoinsights.us.

10.2 Termination

Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.

10.3 Effect of termination

Upon expiration or termination of this Agreement, Customer’s rights to access, and Enso Insights’s obligations to provide, the Enso Technology will cease. Following the date of expiration or earlier termination of this Agreement, Enso Insights will promptly return or delete Customer Data and other Customer Confidential Information; provided that Enso Insights may retain copies (a) as expressly agreed upon by the Parties, (b) as necessary to comply with applicable Law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions and the deletion timeline described in our Privacy Policy.

10.4 Survival

These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data), 5 (Customer Obligations), 8 (Fees and Taxes), 9.4 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), 17 (Publicity), and 18 (General Terms), and any other Sections that, by their express terms, should survive such expiration or termination. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.

11. Feedback

To the extent Customer provides Enso Insights with feedback (including suggestions and comments for enhancements or functionality) regarding the Enso Technology (including Service Content, scoring rubrics, methodology, and underlying datasets) or Enso Insights’s products, services, or other technology (“Feedback”), Enso Insights has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials, without attribution or compensation to Customer.

12. Limitations of liability

12.1 Consequential damages waiver

Except for liability arising from Excluded Claims (as defined below), neither Party (nor its suppliers or licensors) will 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 liability arising from Excluded Claims, each Party’s (and its suppliers’ and licensors’) entire liability arising out of or related to this Agreement will not exceed in aggregate the greater of (a) the amounts paid or payable by Customer to Enso Insights pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement, or (b) one hundred U.S. dollars (US$100).

12.3 Excluded claims

“Excluded Claims”means: (a) either Party’s breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Data); and (b) either Party’s indemnification obligations under Section 13 (Indemnification), provided that Enso Insights’s indemnification obligations under Section 13.1 (Indemnification by Enso Insights) are subject to the separate cap set forth in Section 13.7 (IP Indemnification Cap), notwithstanding the exclusion in this Section 12.3.

12.4 Nature of claims and failure of essential purpose

The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

13. Indemnification

13.1 Indemnification by Enso Insights

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

13.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Enso Insights and its affiliates and their respective officers, directors, managers, employees, contractors, agents, licensors, successors, and assigns (collectively, the “Enso Indemnitees”) from and against any third-party claim, including any damages, liabilities, losses, costs, and expenses awarded against any Enso Indemnitee (including reasonable attorneys’ fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 5 (Customer Obligations), (b) relating to Customer’s business practices or use of Service Content, including any public-facing communication or marketing material that incorporates or relies on Service Content, (c) alleging that Customer Data infringes or misappropriates the rights of any third party, or (d) arising from any decision, action, public statement, or omission Customer makes in reliance on AI-generated outputs of the Services.

13.3 Procedures

The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any claim without the indemnified Party’s prior consent if the settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the Enso Technology, when Enso Insights is the indemnifying party).

13.4 Mitigation

In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual-property rights, if required by settlement or injunction or as Enso Insights determines necessary to avoid material liability, Enso Insights may at its option: (a) procure rights for Customer’s continued use of the applicable Enso Technology; (b) replace or modify the allegedly infringing portion of the applicable Enso Technology to avoid infringement or misappropriation without materially reducing the Enso Technology’s overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.

13.5 Exceptions

Enso Insights’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Enso Technology or use of Enso Technology in combination with items not provided by Enso Insights (including Third-Party Platforms or Customer Data); (b) to unauthorized use of the Enso Technology; (c) if Customer settles or makes any admissions about a claim without Enso Insights’s prior consent; or (d) to Trials and Betas or other free or evaluation use.

13.6 Exclusive remedy

This Section 13 sets out Customer’s exclusive remedy and Enso Insights’s entire liability regarding infringement or misappropriation of third-party intellectual-property rights.

13.7 IP indemnification cap

Notwithstanding Section 12.3 (Excluded Claims), Enso Insights’s aggregate liability under Section 13.1 (Indemnification by Enso Insights) — including without limitation defense costs, attorneys’ fees, settlement amounts, and any damages awarded — shall not exceed the greater of (a) the amounts paid by Customer to Enso Insights pursuant to this Agreement during the 12 months prior to the date on which the applicable claim arose, or (b) five thousand U.S. dollars (US$5,000). This cap is absolute and is not subject to modification by any Order, purchase order, statement of work, or other writing, and any provision in any such document purporting to raise, waive, or otherwise modify this cap is void and of no effect.

For clarity, this Section 13.7 caps Enso Insights’s exposure under Section 13.1 only and does not alter Customer’s indemnification obligations under Section 13.2, which remain governed by Section 12.3.

14. Confidentiality

14.1 Definition

“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under this Agreement that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Enso Insights’s Confidential Information includes the terms and conditions of this Agreement, the Documentation, the scoring methodology and rubric, and the Enso Technology (including any technical or performance information about the Enso Technology). Customer’s Confidential Information includes Customer Data.

14.2 Obligations

As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Enso Insights is the Recipient, Enso Insights may retain Customer’s Confidential Information to the extent required to continue to provide the Enso Technology as contemplated by this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Enso Insights, the subcontractors referenced in Section 18.9), provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.

14.3 Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.

14.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.

15. Required disclosures

Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.

16. Trials and betas

If Customer receives access to Enso Technology or features thereof on a free or trial basis or as an alpha, beta, or early-access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Enso Insights (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Enso Insights may never release, and their features and performance information are Enso Insights’s Confidential Information.

Notwithstanding anything else in this Agreement, and to the maximum extent permitted by applicable Law, Enso Insights provides Trials and Betas “as is” and “as available” with no warranty, indemnity, support, service-level commitment, or representation of any kind, and Enso Insights’s aggregate liability arising out of or related to Trials and Betas (whether in contract, tort, strict liability, or otherwise) will not exceed the greater of (a) the amounts, if any, paid by Customer to Enso Insights specifically for the applicable Trial or Beta, or (b) US$50.

17. Publicity

Enso Insights may include Customer and its trademarks in Enso Insights’s customer lists and promotional materials but will cease further use at Customer’s written request. Any use of Customer’s trademarks shall comply with Customer’s reasonable trademark guidelines if provided to Enso Insights in writing.

18. General terms

18.1 Assignment

Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

18.2 Governing law, exclusive venue, and class-action waiver

(a) Governing law. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules and without regard to the United Nations Convention on the International Sale of Goods.

(b) Exclusive venue. Any legal action or proceeding arising out of or relating to this Agreement or the Services must be brought exclusively in the state or federal courts located in Harris County, Texas, and each Party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

(c) Class-action waiver. To the fullest extent permitted by law, all disputes between the Parties must be brought only on an individual basis. Customer and Enso Insights each waive any right to participate as a plaintiff, class member, or representative in any purported class action, collective action, consolidated action, private attorney general action, or class-wide arbitration. If a court of competent jurisdiction holds this class-action waiver unenforceable as to any particular claim or request for relief, then that claim or request will be severed from this Agreement and brought in the courts identified in subsection (b); the remainder of this Agreement, including this Section 18.2, will continue in full force.

(d) Equitable relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of Section 2.4 (Restrictions), Section 14 (Confidentiality), or any infringement or misappropriation of intellectual-property rights, without first having to satisfy the venue limitation in subsection (b).

18.3 Notices

Except as set out in this Agreement, any formal legal notice or consent under this Agreement must be in writing to legal@ensoinsights.usif to Enso Insights (Attn: Legal), or to the email address specified on the applicable Order or in Customer’s account if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered mail; (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its contact details with notice to the other Party pursuant to this Section. Enso Insights may also send operational notices to Customer by email or through the Services. Day-to-day product support inquiries may be sent to support@ensoinsights.us.

18.4 Additional terms

Certain features of the Services may be governed by additional product-specific terms which may be made available to Customer from time to time. Such supplemental terms governing any Services used by or made available to Customer are deemed incorporated into this Agreement.

18.5 Entire agreement

This Agreement, including the Order, any supplemental terms, the Data Processing Agreement, and other attachments referenced herein, is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

18.6 Amendments

Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing, must specifically reference this Agreement and the Section(s) being amended, and must be signed by an authorized officer of each Party (for Enso Insights, the Managing Member or an officer expressly designated in writing for this purpose) or, as appropriate, agreed through electronic means provided by Enso Insights.

Without limiting the generality of the foregoing or of Section 1.1: the terms in any Customer purchase order, vendor portal acceptance, click-through form, statement of work, supplier code of conduct, master services agreement template, invoice approval workflow, or other Customer-supplied document (each a “Customer Form”) will not amend, modify, supplement, supersede, or replace this Agreement and are expressly rejected, regardless of whether the Customer Form is dated before, contemporaneously with, or after this Agreement and regardless of whether the Customer Form is signed, countersigned, electronically accepted, acknowledged, or otherwise processed by Enso Insights or any of its representatives. Any signature, acknowledgement, or processing of a Customer Form by Enso Insights is solely for administrative routing and invoicing purposes and shall not constitute (a) acceptance of any term in the Customer Form beyond the commercial deal-specific facts described in Section 18.14, (b) a waiver, modification, or supplement of this Agreement, (c) a representation that any term in the Customer Form is binding, or (d) the formation of a separate contract on the terms of the Customer Form.

Notwithstanding the foregoing, Enso Insights may from time to time notify Customer of updates to this Agreement (including by displaying a notification on the Services). Such updated version of this Agreement will become effective on a going- forward basis at the start of the first Order Renewal Term occurring at least 60 days after the date on which Enso Insights provided such notice to Customer; for self-service plans, the updated Agreement will take effect on Customer’s next billing cycle following 30 days’ notice.

18.7 Waivers and severability

Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.

18.8 Force majeure

Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, internet or utility failure, change in Law, refusal of government license, outage of an upstream AI Engine or other Third-Party Platform, or natural disaster.

18.9 Subcontractors

Enso Insights may use subcontractors and permit them to exercise Enso Insights’s rights, but Enso Insights remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. A list of subcontractors that may Process Customer Data is published at https://www.ensoinsights.us/legal/subprocessors.

18.10 Independent contractors

The Parties are independent contractors, not agents, partners, or joint venturers. Nothing in this Agreement creates an employment relationship between the Parties.

18.11 Export

Customer will comply with all relevant U.S. and foreign export and import Laws in using any Enso Technology. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Enso Technology in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

18.12 Open source

The Services may incorporate third-party open-source software (“OSS”), including as listed in the Documentation or otherwise disclosed by Enso Insights in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

18.13 Government end-users

Elements of the Enso Technology may include commercial computer software. If the user or licensee of the Enso Technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Enso Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Enso Technology was developed fully at private expense.

18.14 Conflicts in interpretation

Inconsistencies or conflicts among the terms of this Agreement will be resolved as follows: (a) the Order controls solely as to commercial deal-specific facts — namely Services purchased, audit volume, seat count, term length, fees, and renewal configuration; (b) for all other matters, including without limitation confidentiality, data processing, security, indemnification, limitations of liability (including Section 13.7), warranty disclaimers, and the policy set forth in Section 1.1 (Uniform Terms; No Negotiated Modifications), the body of this Agreement controls; and (c) any provision in any Order, purchase order, vendor portal, click-through, or other writing that purports to vary, supplement, or override the matters described in clause (b) is void and of no effect, even if signed or accepted by Enso Insights, consistent with Sections 1.1, 18.6, and 18.15.

18.15 Supremacy of this Agreement; no waiver by signature

This Agreement (together with the Order, the Data Processing Agreement, the Privacy Policy, the Subprocessors List, and any other documents expressly incorporated by reference) is and shall remain the sole and exclusive contract governing Customer’s access to and use of the Services. No Customer Form (as defined in Section 18.6) and no other document originating from Customer or any third party shall override, supplement, or substitute for this Agreement, regardless of any of the following:

1. that the Customer Form contains an “entire agreement,” integration, merger, last-shot, or order-of-precedence clause purporting to make the Customer Form the controlling document;
2. that the Customer Form was signed, countersigned, electronically accepted, stamped, acknowledged, or otherwise processed by Enso Insights or any of its representatives, agents, or contractors;
3. that Enso Insights has accepted, invoiced for, or received payment in connection with the transaction to which the Customer Form relates;
4. that Customer or its agent (including a procurement system, vendor-management platform, or e-signature service) has presented the Customer Form as a condition of doing business; or
5. any prior course of dealing, course of performance, usage of trade, or industry custom.

For the avoidance of doubt: where this Agreement and a Customer Form purport to cover the same subject matter, this Agreement controls. Where a Customer Form attempts to address a subject not covered by this Agreement (for example, a liquidated damages clause, an audit-rights provision, an indemnification expansion, an intellectual-property assignment, or a payment term inconsistent with Section 8), the relevant provision of the Customer Form is void and unenforceable against Enso Insights, and this Agreement’s silence on the topic is deemed an affirmative declination to undertake such obligation. The only mechanism by which the legal terms of this Agreement may be varied, supplemented, or replaced is a written amendment satisfying Section 18.6.