Squid AI – Master Subscription Agreement

Last updated: Dec 1,2025

This Master Subscription Agreement (“Agreement”) governs Customer’s use of the Services provided by Squid Cloud AI, Inc. (“Squid,” “we,” or “us”). By executing an Order Form or accessing the Services, Customer agrees to this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form controls.

1. Access and Use

  1. 1.1. Subscription Grant

    Subject to this Agreement and an applicable Order Form, Squid grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer’s internal business purposes.

  2. 1.2. Restrictions

    Customer shall not:
    • (a) copy, modify, or create derivative works of the Services;
    • (b) reverse engineer, decompile, or attempt to obtain source code;
    • (c) resell, distribute, or sublicense the Services;
    • (d) use the Services in violation of applicable law;
    • (e) interfere with or circumvent security or rate limits;
    • (f) exceed usage or capacity limits defined in the Order Form.

  3. 1.3. Customer Responsibilities

    Customer is responsible for its users’ compliance, safeguarding access credentials, and the accuracy and legality of Customer Data.

2. Intellectual Property

  1. 2.1. Ownership

    Squid retains all right, title, and interest in the Services, including platforms, agents, connectors, documentation, and improvements. No rights are granted except those explicitly stated.

  2. 2.2. Customer Data

    Customer retains ownership of Customer Data. Customer grants Squid a limited license to process Customer Data as needed to operate, support, secure, and maintain the Services.

  3. 2.3. Model Training

    Squid does not use Customer Data to train general-purpose or shared machine-learning models. Customer may request optional fine-tuning for Customer-specific models.

  4. 2.4. Feedback

    Squid may freely use suggestions, enhancement requests, or feedback without obligation.

3. Security & Privacy

  1. 3.1. Security Program

    Squid maintains an information security program aligned with SOC 2 Type II and ISO 27001, including administrative, physical, and technical safeguards designed to protect Customer Data.

  2. 3.2. Optional DPA Upon Request

    If Customer requires a data processing agreement (DPA), Squid will provide one upon request.

  3. 3.3. Optional Subprocessor List Upon Request

    If Customer requires a sub-processing list, Squid will provide one upon request.

4. Support & Availability

  1. Support, service levels, and maintenance windows are as specified in the applicable Order Form or Squid Support Policy.

5. Fees & Payment

  1. 5.1. Fees

    Fees are set forth in the applicable Order Form. Except as expressly provided in that Order Form, all fees are non-cancelable and non-refundable.

  2. 5.2. Invoicing & Payment Terms

    Unless otherwise specified, fees are invoiced annually in advance and payable net-30 days.

  3. 5.3. Suspension

    If payment is overdue, Squid may suspend Services following written notice.

6. Term & Termination

  1. 6.1. Term

    This Agreement remains in effect while any Order Form is active.

  2. 6.2. Termination for Cause

    Either party may terminate for material breach if not cured within 30 days of notice.

  3. 6.3. Effect of Termination

    Upon termination, Customer must stop using the Services. Squid will provide Customer Data export capability for 30 days following termination.

7. Confidentiality

  1. Each party will protect the other party’s Confidential Information with reasonable care and use it only to perform obligations under this Agreement. Confidential Information excludes information that becomes public through no fault of the receiving party.

8. Warranties & Disclaimers

  1. 8.1. Limited Warranty

    Squid warrants that the Services will operate substantially as described in the documentation.

  2. 8.2. Disclaimer

    Except as expressly stated, the Services are provided “AS IS”, without warranties of any kind, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, or non-infringement.

9. Indemnification

  1. 9.1. By Squid

    Squid will defend Customer against third-party claims that the Services infringe intellectual property rights and pay damages awarded by a court, provided Customer gives prompt notice and reasonable cooperation.

  2. 9.2. Exclusions

    Squid has no obligation for claims arising from:
    • (a) unauthorized use or breach of this Agreement;
    • (b) modifications not made by Squid;
    • (c) use with third-party products not provided or approved by Squid;
    • (d) use outside the documentation or Order Form scope.

10. Limitation of Liability

  1. 10.1. Maximum Liability

    To the fullest extent permitted by law, Squid’s total liability under this Agreement will not exceed the amount paid by Customer to Squid in the 12 months prior to the event giving rise to the claim.

  2. 10.2. Exclusion of Damages

    Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility.

11. General Terms

  1. 11.1. Governing Law

    This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

  2. 11.2. Modifications

    Squid may update this Agreement periodically. Continued use of the Services after updates constitutes acceptance.

  3. 11.3. Assignment

    Customer may not assign this Agreement without Squid’s prior written consent. Squid may assign this Agreement to an affiliate or in connection with a merger or acquisition.

  4. 11.4. Entire Agreement

    This Agreement and any Order Forms constitute the entire agreement between the parties and supersede all prior agreements.

    © 2025 Squid Cloud AI, Inc. All rights reserved.