1. Agreement and definitions
This Master Subscription Agreement (“MSA”) is between ContX.ai, Inc., a Delaware corporation (“ContX” or the “Company”) and the customer identified in an Order (“Customer”). It applies to every Order that references it. The MSA, each Order, the Data Protection and Security Statement (“DPS”), the AI Credits and Usage Policy (“Usage Policy”), the Support and Service Level Policy (“Support Policy”), the Data Processing Addendum (“DPA”), the Acceptable Use Policy in Exhibit A (“AUP”) and the documents they reference together form the “Agreement”. This MSA is effective from October 1, 2026. If an Order states a different effective date, that date applies to that Order.
“Services” means the ContX platform and related services described in an Order. “Order” means an order form or online checkout that ContX accepts. “Customer Data” means data submitted to the Services by or for Customer. “Outputs” means content generated by AI features for Customer. “Users” means individuals Customer authorizes to use the Services. “End Clients” means a Channel Partner’s own clients.
“AI Credits” means the units in which ContX measures use of AI features. “Allowance” means the AI Credits and other usage included in a plan each billing month, as set out in the Usage Policy. “Extra Usage” means usage above an Allowance that Customer has chosen to enable.
2. Services and access
Subject to the Agreement and payment of fees, ContX grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for its internal business purposes and, for Channel Partners, to serve its End Clients.
Customer’s affiliates may use the Services under Customer’s Orders, and Customer is responsible for their compliance. Free trials and features marked beta or preview are provided “as is”, may be changed or discontinued, and are excluded from any service-level commitment.
3. Customer responsibilities and acceptable use
Customer is responsible for its Users, for the accuracy and legality of Customer Data, and for keeping credentials secure. Customer will promptly notify ContX of any unauthorized use.
Customer will not: (a) use the Services to send unsolicited messages or content that violates law or third-party rights; (b) attempt to access other customers’ data or circumvent security or usage limits, including the Allowances, caps and credit values in the Usage Policy; (c) reverse engineer the Services except where the law allows; (d) use the Services to build a competing product; or (e) use the Services in violation of the Acceptable Use Policy in Exhibit A or applicable export and sanctions laws.
4. Channel Partners and End Clients
A Customer on a Channel Partner plan may provision workspaces, client portals and CRM seats for its End Clients. The Channel Partner is responsible for its End Clients’ use of the Services, for its own agreements with them, and for obtaining any rights and consents needed to process their data in ContX.
The Channel Partner sets its own prices to End Clients. ContX has no obligation to End Clients except as stated in the Agreement, and End Clients are not third-party beneficiaries. ContX may suspend an End Client workspace that violates the Acceptable Use Policy after notice to the Channel Partner where practicable.
5. AI features
AI features generate Outputs from Customer Data and prompts. As between the parties, Customer owns its inputs and, to the extent permitted by law, the Outputs. ContX assigns to Customer any rights it may have in the Outputs.
Outputs may be inaccurate or similar to outputs generated for others. Customer is responsible for reviewing Outputs before use and for its decision to publish or send them, including when it enables automatic publishing.
ContX does not use Customer Data or Outputs to train generalized AI models shared across customers, and handles AI processing as described in the DPS. If Customer uses its own model API key, Customer’s agreement with that provider also applies.
6. Fees, AI credits and payment
Customer will pay the fees in each Order. Unless the Order says otherwise, fees are invoiced annually in advance, are due within 30 days of invoice, and are non-refundable except as stated in this MSA. Per-client and per-seat fees are based on the number of active End Clients and seats in each billing period.
Each plan includes the Allowances set out in the Usage Policy at https://contx.ai/legal/ai-usage/, which is incorporated into this MSA. When an Allowance is used up, the AI features that draw on it pause until it resets, unless Customer has enabled Extra Usage. Unused Allowances do not roll over.
Extra Usage is off by default. Only Customer’s account owner or a billing administrator may enable it, subject to a monthly cap Customer sets. Extra Usage is billed monthly in arrears at the rates in the Order or, if none, at the rates in the Usage Policy.
ContX may update the Usage Policy on at least 30 days’ notice. A change that reduces Customer’s Allowances, raises the credit value of an action or raises Extra Usage rates applies to a prepaid subscription term only from its next renewal.
Fees exclude taxes, which Customer will pay except taxes on ContX’s income. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum legal rate. ContX may suspend the Services for amounts more than 30 days overdue after 10 days’ written notice.
ContX may increase fees at renewal by giving at least 60 days’ notice before the end of the current term.
7. Term, renewal and termination
This MSA continues until all Orders have ended. Each Order’s subscription term renews automatically for successive periods equal to the initial term (or 12 months if longer) unless either party gives notice of non-renewal at least 30 days before the end of the current term.
Either party may terminate the Agreement or an Order for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. On termination by Customer for ContX’s breach, ContX will refund prepaid fees for the remaining term.
On termination, Customer’s right to use the Services ends. Customer may export Customer Data for 30 days, after which ContX will delete it as described in the DPS. Sections that by their nature should survive will survive.
8. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information. Pricing and the terms of Orders are confidential to both parties.
The receiving party will use Confidential Information only to perform under the Agreement, protect it with at least reasonable care, and disclose it only to employees, contractors and advisers who need to know it and are bound by similar obligations. These obligations do not apply to information that is public, already known, independently developed or rightfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful.
9. Data protection and security
ContX will maintain the safeguards described in the DPS, which is incorporated into this MSA. The DPA at https://contx.ai/legal/dpa governs ContX’s processing of personal data on Customer’s behalf, applies without a signature and is incorporated by reference. A countersigned copy is available from privacy@contx.ai.
10. Intellectual property
ContX and its licensors own the Services, including all software, models, templates and documentation, and all improvements to them. Customer owns Customer Data and, as set out above, Outputs. No rights are granted except as expressly stated.
Customer grants ContX a worldwide, limited licence to host, copy, process and display Customer Data as needed to provide, secure and support the Services. If Customer gives feedback, ContX may use it without restriction or obligation.
11. Warranties and disclaimers
ContX warrants that during the subscription term the Services will perform materially as described in the documentation and that it will not materially decrease the overall security or functionality of the Services. Customer’s exclusive remedy for breach of this warranty is for ContX to correct the non-conformity or, if it cannot do so within a reasonable time, for either party to terminate the affected Order and for ContX to refund prepaid fees for the remaining term.
Each party warrants that it has the authority to enter into the Agreement. Except as expressly stated, the Services and Outputs are provided “as is”, and each party disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
12. Indemnification
ContX will defend Customer against any third-party claim that the Services infringe that party’s intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Outputs, combinations with items not provided by ContX, or use in breach of the Agreement. If the Services are, or are likely to be, held infringing, ContX may modify them, obtain a licence, or terminate the affected Order and refund prepaid fees for the remaining term.
Customer will defend ContX against any third-party claim arising from Customer Data, Customer’s or its End Clients’ use of the Services in breach of the Agreement or law, and pay resulting damages and costs finally awarded or agreed in settlement.
The indemnified party must give prompt notice, allow the indemnifying party to control the defence and settlement (no settlement may impose liability on the indemnified party without its consent), and provide reasonable cooperation.
13. Limitation of liability
Except for Excluded Claims, each party’s total liability arising out of the Agreement will not exceed the fees paid and payable by Customer under the Agreement in the 12 months before the event giving rise to the claim.
For a party’s breach of its data protection, security or confidentiality obligations, that party’s total liability will not exceed two times the amount in the preceding paragraph.
Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, even if advised of the possibility. “Excluded Claims” means indemnification obligations, Customer’s payment obligations, and liability that cannot be limited by law, including for fraud or gross negligence.
14. Support and service levels
ContX provides support, and for eligible plans an uptime commitment with service credits, as described in the Order and the Support Policy at https://contx.ai/legal/support-policy. Service credits are Customer’s sole and exclusive remedy for a failure to meet the uptime commitment.
15. Publicity
Neither party may use the other’s name or logo without consent, except that ContX may identify Customer as a customer in customer lists [unless Customer opts out by email to legal@contx.ai].
16. General
Governing law: the Agreement is governed by the laws of the State of Delaware, excluding conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Mandatory arbitration: any dispute, claim or controversy arising out of or relating to the Agreement or the Services must first be raised in writing and negotiated in good faith for 30 days. If it is not resolved, it must be submitted to final and binding arbitration before either party files any lawsuit. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, seated in Alameda County, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary injunctive relief in court to protect its intellectual property or confidential information while arbitration is pending.
Assignment: neither party may assign the Agreement without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice. Notices must be in writing to the addresses in the Order, with email to legal@contx.ai for notices to ContX.
Force majeure: neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations. Independent contractors: the parties are independent contractors. Compliance: each party will comply with anti-corruption, export control and sanctions laws applicable to it.
Order of precedence: if documents conflict, the order is the DPA, then the Order, then this MSA, then the DPS, then the Usage Policy, then the Support Policy, then other referenced documents. The Agreement is the entire agreement on its subject and supersedes prior agreements. Purchase order terms are void. Amendments must be in writing and signed, except that ContX may update policies referenced by link as described in them. If any provision is unenforceable the rest remains in effect, and a failure to enforce is not a waiver. The Agreement may be signed electronically and in counterparts.
A. Acceptable Use Policy (Exhibit A)
This Acceptable Use Policy (“AUP”) is Exhibit A to the MSA. It applies to Customer, its Users and, for Channel Partners, its End Clients, and covers all use of the Services, including AI features, publishing, email and messaging, chat bots, forms and lead enrichment.
Unlawful, harmful or deceptive content. Customer will not use the Services to create, store, publish or send content that: (a) is illegal, fraudulent or deceptive, including fake reviews, testimonials or endorsements, impersonation of a person or brand, or misleading claims about products, prices or results; (b) infringes intellectual property, privacy or publicity rights; (c) is defamatory, harassing, hateful or threatening, or promotes violence or self-harm; (d) sexualizes minors, or is sexually explicit or non-consensual intimate imagery; or (e) contains malware, phishing or other harmful code.
Email, messaging and outreach. Customer will comply with the laws that apply to marketing and sales communications, including CAN-SPAM, the TCPA, CASL and the GDPR and ePrivacy rules. Customer will message only people it has a lawful basis or consent to contact, identify itself accurately as the sender, include a working opt-out where required and honor opt-outs promptly. Customer will not send spam or use purchased, rented or scraped lists for email outreach.
AI features. Customer will not use AI features to: (a) create content that depicts or imitates a real person’s likeness or voice without that person’s consent; (b) create or spread political disinformation or content designed to mislead voters; (c) make automated decisions with legal or similarly significant effects on individuals, such as decisions about credit, employment, housing, insurance or education; or (d) generate content that this AUP otherwise prohibits. Customer will disclose that content is AI-generated where the law or a publishing platform requires it, and remains responsible for reviewing Outputs before use as set out in section 5.
Connected platforms. When publishing through Google/YouTube, Meta, LinkedIn or other connected platforms, Customer will follow that platform’s terms and policies. Customer will not use the Services to run fake or automated accounts, or to manipulate engagement, such as by buying or automating likes, followers, views or reviews.
Data. Customer will not submit special categories of personal data, government identifiers, payment card numbers or health information unless ContX has agreed in writing, as described in the DPS. Customer will use lead enrichment and contact data only for legitimate business-to-business sales and marketing, and not to make the decisions listed in (c) above or to build profiles of individuals for unrelated purposes.
Security and integrity. Customer will not: (a) probe, scan or test the vulnerability of the Services without ContX’s written permission; (b) access or attempt to access another customer’s data or account; (c) circumvent authentication, rate limits, Allowances, caps or credit values; (d) interfere with or overload the Services; (e) scrape or copy the Services, other than through export tools and APIs ContX provides; or (f) share login credentials outside its authorized Users.
Chat bots and visitor interactions. Where the law requires it, Customer will make clear to website visitors that they are interacting with an automated assistant, and will not configure a chat bot or form to collect the data described in the Data paragraph above.
Channel Partners. A Channel Partner is responsible for its End Clients’ compliance with this AUP and will pass these obligations on to them in its own agreements.
Reporting and enforcement. Anyone can report suspected misuse of the Services to legal@contx.ai. If ContX reasonably believes this AUP has been violated, it may remove or disable the content concerned, pause publishing or messaging, or suspend the affected features or accounts. ContX will give notice first where practicable and will limit any action to what is reasonably needed. A serious or repeated violation is a material breach of the Agreement. ContX may update this AUP as described in section 16.