Terms of Service

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Key Terms (EA Cover Page)

Variable	EA value
Provider	Equational Applications LLC, a Michigan limited liability company
Customer	The person or entity that accepts these Terms by using any EA product or service, or by completing an order
Governing Law	Michigan
Chosen Courts	The state and federal courts located in Kent County, Michigan
General Cap Amount	The greater of (a) the total Fees paid or payable by Customer under all Order Forms in the 12 months immediately preceding the event giving rise to the claim and (b) USD $100
Increased Cap Amount	None
Unlimited Claims	None
Covered Claims	Provider Covered Claims: third-party claims that the Product infringes or misappropriates IP, except where the applicable Product Terms provide otherwise (for AI features, Addendum B excludes claims that an Output infringes or misappropriates any right). Customer Covered Claims: third-party claims arising from Customer Content or Customer's use in violation of these Terms
Payment Process	Automatic payment through Stripe or the applicable app store, unless an Order Form specifies invoicing
Notice Address (Provider)	Equational Applications LLC, 2222 W. Grand River Ave, Ste A, Okemos, MI 48864-1604 (registered-agent address); info@equationalapplications.com
Notice Address (Customer)	The email address associated with Customer's account or Order Form
Order Form	EA's checkout or order page (including Stripe checkout), a signed statement of work, or an order confirmation email, as identified at purchase
Subscription Period	The billing period shown in the Order Form or, for use without a purchase, for as long as Customer maintains an account
Order Date	The date of purchase or, for use without a purchase, the date Customer first accepts these Terms
Non-Renewal Notice Date	The day the next Subscription Period would begin; either party may give notice of non-renewal before this date (Customer by cancelling in account or store settings)
Effective Date	The date Customer first accepts these Terms
Technical Support	Email support at the Notice Address; Provider will use commercially reasonable efforts to respond
Use Limitations	As stated in the Documentation, the Order Form, or applicable Product Terms
Additional Warranties	None
Increased Claims	None
Territory	United States. The Product is offered for Customers located in the United States; availability elsewhere is not intended and may be restricted
Product Terms	The Addendum and Product Schedule applicable to the product Customer uses, as published at equationalapplications.com/terms/ (for example, Addendum A (General B2C Product Terms) with its Product Schedules)

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Standard Terms

1. Service

1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes or, if Customer is a Consumer, for Customer's personal, non-commercial use. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreements.

1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Key Terms or the Order Form.

1.3 User Accounts. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6 [Reserved — Moved to Addendum B].

2. Restrictions & Obligations

2.1 Restrictions on Customer. (a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights; (b) Use of the Product must comply with all Documentation and Use Limitations.

2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Privacy & Security

3.1 Personal Data. A Customer that is not a Consumer will not submit Personal Data governed by GDPR unless the parties have entered into a data processing agreement with Provider (a "DPA"). If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement. This section applies to Customers that are not Consumers only; Provider processes Consumers' Personal Data under its Privacy Policy (https://equationalapplications.com/privacy/) and applicable law — not under a DPA. Provider will give notice of material Privacy Policy changes in the manner described in Section 12.19.

3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms. For Consumers, this section operates as a request: do not submit sensitive personal information (such as health, financial-account, or government-identifier details) in chat or content.

4. Payment & Taxes

4.1 Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

4.2 Invoicing. For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.3 Automatic Payment. For a Payment Process with automatic payment, Provider (or, for app-store purchases, the applicable app store) will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer.

4.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

4.5 Payment. Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

4.6 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5. Term & Termination

5.1 Order Form and Agreement. For each Order Form, that Order Form will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date. Order Forms for one-time purchases (including credit packs) or for professional services do not renew.

5.2 Framework Terms. These Framework Terms start on the Effective Date and continue until terminated under Section 5.3 or until Customer closes Customer's account. Provider may close Customer's account only as permitted by Section 5.3 or Section 12.13, and may suspend access under Section 2.2.

5.3 Termination. Either party may terminate the Framework Terms or an Order Form immediately: (a) if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice; (b) upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition: (c) either party may terminate free use of the Product for convenience upon notice, and either party may terminate an Order Form for convenience at the end of its then-current Subscription Period; and (d) Provider may terminate the Framework Terms or any Order Form immediately upon notice if Customer materially breaches Section 2.1 (Restrictions on Customer) or applicable Product Terms in a manner involving Customer Content or conduct, or if Customer does not meet Product Terms eligibility requirements, in which case no cure period applies. Once no Order Form is active, either party may terminate the Framework Terms upon notice.

5.4 Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5 Effect of Termination. Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination: (a) Customer's right to use the Product under the affected Order Form ends, and Customer will no longer have any right to use the Product as granted under that Order Form; use of the Product without a purchase continues under the Framework Terms unless those Framework Terms are terminated or Customer's account is closed; (b) Upon Customer's request, Provider will delete Customer Content within 60 days; (c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control. Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information; and (d) Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes). For clarity, (b) and (c) do not apply on the expiration or termination of a single Order Form (including a credit pack) while the Framework Terms remain in effect and Customer's account remains open; they apply in full upon termination of the Framework Terms or closure of Customer's account.

5.6 Survival. The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), the portions of a Cover Page referenced by these sections, and the provisions of applicable Product Terms that by their nature should survive.

6. Representations & Warranties

6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) if the party is an entity, it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

6.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period. This Section 6.3 does not apply to use of the Product for which no Fee is charged.

6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 6.3.

7. Disclaimer of Warranties

7.1 Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 Liability Caps. (a) Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount. (b) If there are Increased Claims, each party's total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.

8.2 Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions. The liability cap in Section 8.1(a) does not apply to any Increased Claims. Section 8.1 (Liability Caps) does not apply to any Unlimited Claims. Section 8.2 (Damages Waiver) does not apply to any Increased Claims or a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

9. Indemnification

9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims.

9.3 Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

9.4 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions. (a) Provider's obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim. (b) Customer's obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

9.6 Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

10.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

10.4 Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and Recipient remains responsible for everyone's compliance with the terms of this Section 10.

11. Reservation of Rights

11.1 Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.

12.2 Modifications, Severability, and Waiver. Except as provided in Section 12.19 (Changes to These Terms), any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

12.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.7 Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

12.8 Logo Rights. If Customer is not a Consumer, Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

12.9 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

12.10 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary. Except as provided in applicable Product Terms (including Section A4.1 of Addendum A), there are no third-party beneficiaries of this Agreement.

12.12 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.13 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider's sole discretion, with applicable export controls and sanctions laws and regulations.

12.14 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.15 Titles and Interpretation. Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

12.16 Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

12.17 Government Rights. The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

12.18 Class Action Waiver. To the maximum extent permitted by applicable law, Customer and Provider agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. No court or adjudicator may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) must be severed and may proceed in court on an individual basis; the remainder of this section continues in full force.

12.19 Changes to These Terms. Provider may modify the Terms (the Base Terms together with all Product Terms) from time to time. Provider will post the modified Terms and their effective date at https://equationalapplications.com/terms/ and will provide notice (which may be by email, in-app notice, or click-through prompt) at least 30 days before the change takes effect. This section does not apply to a signed Order Form or statement of work, which may be modified only as provided in Section 12.2. For renewing subscriptions billed by EA, modified Terms — including changes to pricing or usage allotments — take effect at the start of the first billing cycle or renewal that begins at least 30 days after the notice, unless Customer cancels before that date. For subscriptions billed through the Apple App Store or Google Play, price changes and any consent to them follow the applicable store's rules. For use without a purchase, modified Terms take effect on the effective date following the notice period if Customer continues to use the Product. If Customer does not agree to the modified Terms, Customer may stop using the Product and cancel before the effective date. Renewal after the effective date constitutes acceptance of the modified Terms. Declining modified Terms does not cancel a subscription; Customer may cancel in account or store settings before the effective date to avoid renewal. The version of the Terms in effect when a signed Order Form or statement of work is executed continues to govern that Order Form or statement of work until it expires, unless the parties agree otherwise under Section 12.2. Express acceptance of modified Terms (including in-app click-through) makes them effective when accepted, except that changes to pricing or usage allotments take effect no earlier than the billing-cycle, renewal, or store-consent date described above. A Customer who declines continues to have paid access under the prior Terms until the later of (i) the applicable effective date above and (ii) the end of the then-current Subscription Period or pack validity period that Customer paid for before that effective date; access is not cut off at the moment of declining. Any change not otherwise addressed in this section takes effect on the effective date following the notice period.

13. Definitions

13.1 Defining Variables. Variables have the meanings or descriptions given in the Key Terms (EA Cover Page) or the applicable Order Form. However, if the Key Terms and Order Form omit or do not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply to that Agreement.

13.2 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

13.3 "Agreement" means these Standard Terms together with the applicable Key Terms, Order Forms, and Product Terms between Provider and Customer.

13.4 "Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

13.5 "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

13.6 "Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

13.7 "Cloud Service" means the EA product or service described in the Order Form or, if Customer uses an EA product or service without a purchase, the EA product or service that Customer accesses or uses.

13.8 "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of the disclosure. Confidential Information includes the existence of this Agreement and the information on any Cover Page; for a Customer that is a Consumer, this sentence applies only to the information on any Cover Page. Customer's Confidential Information includes non-public Customer Content; Provider's Confidential Information includes non-public information about the Product.

13.9 "Cover Page" means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.

13.10 "Covered Claim" means either a Provider Covered Claim or Customer Covered Claim.

13.11 "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.

13.12 "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

13.13 "Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.

13.14 "Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

13.15 "Feedback" means suggestions, feedback, or comments about the Product or related offerings.

13.16 "Fees" means the applicable amounts described in an Order Form.

13.17 "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

13.18 "Framework Terms" means these Standard Terms, the Key Terms between Provider and Customer, all Product Terms, and any policies and documents referenced in or attached to the Key Terms.

13.19 "GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

13.20 "High Risk Activities" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

13.21 "Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.

13.22 "Key Terms" means the EA Cover Page in this document that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.

13.23 "OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.

13.24 "Order Form" means a document or electronic record that includes the key business details and Variables for this Agreement that are not defined in the Key Terms. For EA, an Order Form includes EA's checkout or order page (including Stripe checkout), a signed statement of work, or an order confirmation email, as identified at purchase. An Order Form includes the policies and documents referenced in or attached to the Order Form.

13.25 "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

13.26 "Product" means the Cloud Service, Software, and Documentation.

13.27 "Prohibited Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

13.28 "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

13.29 "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.

13.30 "Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

13.31 "Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product. Usage Data does not include Customer Content.

13.32 "User" means any individual who uses the Product on Customer's behalf or through Customer's account.

13.33 "Variable" means a term defined in the Key Terms (EA Cover Page) or in an applicable Order Form.

13.34 "Standard Terms" means Sections 1 through 13 of these Terms; Section 14 is reserved (its subject matter is governed by Addendum C).

13.35 "Product Terms" means any product-specific addendum or product terms that Provider publishes and incorporates by reference into these Terms (for example, Addendum A (General B2C Product Terms) and its Product Schedules). "Base Terms" means these Terms of Service, including the Standard Terms and Key Terms, exclusive of any Product Terms; terms governing AI features are set forth in Addendum B (AI Product Terms Addendum), and terms governing Professional Services are set forth in Addendum C (Professional Services Addendum), in each case as incorporated through the applicable Product Terms. "Terms" means the Base Terms together with all Product Terms. Product Terms supplement the Base Terms and, for the product they cover, control over any conflicting Base Terms provision.

13.36 "Consumer" means an individual acting outside the individual's trade or business. An individual who purchases or uses the Product in connection with a trade or business (including a sole proprietor purchasing business services) is not a Consumer with respect to that purchase or use.

13.37 "EA" means Provider, Equational Applications LLC.

13.38 "DPA" means a data processing agreement between Provider and Customer that governs Provider's processing of Personal Data.

14. Professional Services

14.1 [Reserved — Moved to Addendum C]. Professional Services terms, including authorization, passive-testing scope, data handling, and the liability cap, are set forth in Addendum C (Professional Services Addendum), incorporated through the applicable Product Terms.

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Attribution (required by CC BY 4.0): These Terms are adapted from the Common Paper Cloud Service Agreement Standard Terms, Version 2.1, by Common Paper, Inc., licensed under Creative Commons Attribution 4.0 (https://creativecommons.org/licenses/by/4.0/; https://commonpaper.com/standards/cloud-service-agreement/2.1/). Adaptations were made for Equational Applications LLC. Common Paper is not affiliated with and does not endorse Equational Applications LLC.

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Addendum A — General B2C Product Terms

These General B2C Product Terms (this "Addendum") supplement the Equational Applications LLC Terms of Service (the "Base Terms") and apply to the consumer product identified in its Product Schedule. If these Product Terms conflict with the Base Terms, these Product Terms control for that product. In this Addendum, "you" means the Customer.

A1. The Service; Incorporated Addenda

EA grants you a non-exclusive, non-transferable, revocable license to use the product described in the applicable Product Schedule for your personal, non-commercial use on devices you own or control, in each case subject to this Addendum, its Product Schedules, and the Base Terms.

A Product Schedule must list any Additional Addenda incorporated for that product (for example, the AI Product Terms Addendum (Addendum B) for products with generative AI features). An incorporated Addendum applies to that product as stated in its Schedule; if an incorporated Addendum conflicts with this Addendum, the incorporated Addendum controls for the subject matter it governs, and this Addendum controls over the Base Terms.

A2. Third-Party Processing and Service Disclosures

Product Schedules disclose how the product processes your content, including any third-party processors, what is sent to them, and EA's own commitments about that content (for products incorporating Addendum B, Section B2 carries EA's no-training commitment). Do not submit sensitive personal information through the product unless its Schedule expressly invites it.

A3. Credits (Prepaid Usage)

"Power" (or the equivalent credit named in the applicable Product Schedule) is the prepaid usage credit for premium features. Unless otherwise disclosed at the time of purchase or grant: (a) Signup credit: granted at first login, does not expire. (b) Subscription-plan credit: an allotment per billing cycle as disclosed at purchase; renews each cycle; unused credit expires at the end of each cycle. (c) Pack credit: purchased in one-time packs; expires 31 days after purchase. For pack credit, the Subscription Period means the 31-day validity period of the pack. Credit has no cash value, is non-transferable, and is not refundable except (a) as required by the payment platform or applicable law, or (b) as provided in the prorated-refund provisions of the Base Terms (Sections 5.4, 6.4, and 9.4). Current credit amounts and prices are disclosed at checkout and may change as described in Section 12.19 (Changes to These Terms) of the Base Terms. Changes to these Product Terms or the Base Terms do not shorten, devalue, or expire credit already purchased or granted as of the change's effective date. If Customer declines modified Terms, paid credit remains usable until the end of the pack validity period or billing cycle in which it was purchased, even if that extends past the effective date (Section 12.19). This Section A3 applies only where the product's Schedule adopts it.

A4. Payment Platforms

Mobile purchases are billed by Apple (App Store) or Google (Google Play); web purchases are billed by EA through Stripe unless a Schedule states otherwise. Billing, renewal, cancellation, and refunds for store purchases follow the applicable store's terms; for iOS, if Apple's rules require a separate end-user license agreement for the app, Apple's Standard Licensed Application End User License Agreement applies only to matters not addressed by these Terms, and only where Apple's rules require it (see Section A4.1). For store purchases, EA will request a refund through the applicable store where its rules allow, and will refund directly where the store does not process refunds for the relevant claim; where the Base Terms require a prorated refund, EA will provide it to the original payment method or, at Customer's election, as account credit while the account remains active. Web subscriptions billed by EA through Stripe may be cancelled at any time in account settings; cancellation takes effect at the end of the current billing period.

A4.1 Apple-Specific Terms

For an EA app downloaded from the Apple App Store: (a) You and EA acknowledge these Terms are between you and EA only, and not with Apple; EA, not Apple, is solely responsible for the app and its content. (b) Apple has no obligation to furnish maintenance and support services for the app; EA is solely responsible for providing any maintenance and support for the app, as specified in these Terms or as required by applicable law. (c) In the event of any failure of the app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the app; to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any warranty failure are EA's responsibility. (d) EA, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, and claims arising under consumer protection or similar legislation. (e) You must comply with applicable third-party terms of agreement when using the app. (f) Apple and Apple's subsidiaries are third-party beneficiaries of these Terms with respect to the app, and upon your acceptance of these Terms, Apple has the right to enforce these Terms against you as a third-party beneficiary. (g) EA's contact for end-user questions, complaints, and claims about the app: Equational Applications LLC, 2222 W. Grand River Ave, Ste A, Okemos, MI 48864-1604, info@equationalapplications.com. (h) In the event of any third-party claim that the app, or your possession or use of the app, infringes that third party's intellectual property rights, EA, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim. (i) You represent and warrant that (i) you are not located in 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, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. (j) Scope of license (iOS): the license to the app is a non-transferable license to use the app on Apple-branded products that you own or control, as permitted by the Usage Rules in the App Store Terms of Service (see also Section A1).

A5. Community Standards

You may not create or share content through the product that is harmful, illegal, or inappropriate. Where the product enables sharing or interaction with other users, you must also respect other users and any posted community guidelines. EA may remove content or suspend accounts that violate these standards (consistent with Base Terms §2 and §5 Termination). A Schedule may add product-specific standards.

A6. Eligibility

Unless a product's Schedule states otherwise, you must be 18 or older to use the product. We ask for your age when you create an account or accept these Terms, and refuse accounts that fail the check — using app-store age signals where available (such as Apple's Declared Age Range on supported iOS versions) or, on platforms without them, the date of birth you provide. Accounts belonging to users under 18 are not permitted; access is refused when the age check runs, and such accounts may be closed if discovered.

A7. Base Terms application; Product Schedules

All Base Terms provisions apply to the product, including Disclaimer of Warranties, Limitation of Liability, and Governing Law (Michigan; Kent County courts), together with any Additional Addenda listed in the product's Product Schedule (for example, Addendum B (AI Product Terms Addendum) and, where professional services are purchased, Addendum C (Professional Services Addendum)). In-app acceptance (click-through acceptance recorded with the Terms version, stored server-side) constitutes electronic acceptance of the Base Terms, this Addendum and its Product Schedules, and any Additional Addenda listed in the product's Schedule.

A7.5. Dispute Resolution (Consumers)

This Section A7.5 applies to disputes between you (as a Consumer) and EA concerning a product covered by this Addendum.

(a) Tier 1 — Informal Dispute Resolution (mandatory). Before either party initiates any formal legal proceeding, the parties agree to attempt in good faith to resolve the dispute informally for at least thirty (30) days following written notice of the dispute sent to EA at info@equationalapplications.com (or to you at the email address associated with your account). The notice must describe the dispute and the relief requested. A party who receives notice must respond in writing within thirty (30) days, and the parties will attempt in good faith to resolve the dispute during that period.

(b) Tier 2 — Small Claims Court. Either party may bring an individual action in a small claims court of competent jurisdiction (including the Kent County, Michigan Small Claims Court) as an alternative to arbitration, instead of following the arbitration process in (c).

(c) Tier 3 — Individual Binding Arbitration; Mass Batching Protocol. Subject to (a) and (b), any dispute not resolved informally or in small claims court will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) or National Arbitration and Mediation (NAM) under the applicable Consumer Arbitration Rules, by one arbitrator. If twenty-five (25) or more similar arbitration demands are filed against EA in a coordinated manner by the same legal counsel, law firm, or entity, the demands will be processed in batches of twenty-five (25) to fifty (50) claims (plus a final batch for any remainder), with each batch treated as one proceeding: administrative fees and arbitrator fees are payable only as each batch is opened for proceedings, and claims remain individually decided unless the arbitration administrator's rules require otherwise. The arbitrator may award the same individual relief a court could award. Notwithstanding Section 12.18 of the Base Terms, batch processing under this protocol is not a consolidation or representative proceeding, and each claim remains individually decided. Except as the applicable arbitration provider's Consumer Arbitration Rules otherwise require (including any rules on fee-shifting for claims brought in bad faith), each party bears its own attorneys' fees; EA pays any arbitration filing or administrative fees exceeding the equivalent individual court filing fee, and pays arbitrator fees for hearings the Consumer attends.

(d) Tier 4 — Class Action Waiver; 30-Day Opt-Out. To the maximum extent permitted by applicable law, all claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Opt-out: you may opt out of mandatory arbitration by sending written notice to info@equationalapplications.com within thirty (30) days of the later of (i) first accepting these Terms and (ii) first accepting a version of these Terms containing this Section A7.5; the notice must state that you opt out of arbitration and include your name and the email address associated with your account. For clarity, any user accepting these Terms for the first time after this Section A7.5 takes effect — including existing users re-accepting at a Terms-version bump — gets a fresh thirty (30) day opt-out window from that acceptance. In addition, where a modification to these Terms is material to the dispute-resolution provisions of this Section A7.5 (as described in the Section 12.19 notice), a user re-accepting or renewing after that modification's effective date again receives a fresh thirty (30) day opt-out window measured from that acceptance or renewal. Opting out of arbitration does not opt you out of these Terms or of the class action waiver's requirement that claims be brought individually, except where applicable law provides otherwise.

(e) Relationship to the Base Terms. This Section A7.5 is a Product Term and, per Section 13.35 of the Base Terms, controls over the Base Terms' dispute resolution provisions (including Sections 12.3 and 12.18) for Consumer users of products covered by this Addendum to the extent of any conflict. Small claims actions described in (b) may proceed in the Kent County, Michigan Small Claims Court or another small claims court of competent jurisdiction. For any claim a Consumer brings individually in court (including after opting out under (d), where arbitration is found unenforceable as to the claim, or where the claim is not subject to (b) or (c)), the Consumer may bring the action in the courts of the Consumer's own state or county of residence instead of the Chosen Courts, and nothing in this Addendum waives any non-waivable right to a local consumer forum under applicable law. Backstop: if a court of competent jurisdiction finds that the class action waiver in this Section A7.5 or Section 12.18 cannot be enforced as to one or more claims, then for those claims neither party may compel arbitration, and they must proceed individually in a court of competent jurisdiction (for a Consumer, the forum described in the preceding sentence).

A8. Product Schedules

Each product covered by this Addendum is described in a Product Schedule. Sections A1, A2, A7, and A8 apply to every product covered by this Addendum; all other sections (A3–A6, A7.5) apply to a product only to the extent adopted in its Schedule, which must list the adopted sections. A Schedule states: the product name and a short description; the sections it adopts; any Additional Addenda incorporated (e.g., Addendum B for generative-AI features); and any product-specific terms. A Schedule may narrow this Addendum for its product but cannot expand it beyond the Base Terms' limits. Where a product's Schedule does not adopt Section A7.5 and applicable law limits or voids the Base Terms' exclusive venue (Section 12.3) as applied to a Consumer claim concerning that product, the Consumer may bring the claim in the courts of the Consumer's own state or county of residence to the extent applicable law so requires; this sentence does not create a right of action where none exists under the Base Terms. The first Product Schedule follows.

SCHEDULE A-1 — Clanker AI

Product: Clanker AI — a consumer application for creating and chatting with AI characters. License scope: personal, non-commercial use on devices you own or control (per Section A1). Adopted sections (per §A8, in addition to the always-applicable A1, A2, A7, A8): A3 (Credits — the credit is "Power" as described in A3(a)-(c): signup Power does not expire; monthly-plan Power renews per cycle; pack Power expires 31 days after purchase), A4/A4.1 (Payment Platforms; the Apple-Specific Terms apply to the Clanker AI app), A5 (Community Standards, plus: you may not create characters or content that are harmful, illegal, or inappropriate), A6 (Eligibility, 18+), A7.5 (Dispute Resolution, all four tiers). Additional Addenda incorporated: Addendum B (AI Product Terms Addendum) — Clanker AI has generative AI features; Addendum B applies to them (no-training commitment (B2), Outputs ownership (B3), AI disclaimers (B4), indemnity exclusion (B5)). Processing disclosure (A2): chat messages, character descriptions, voice input and audio, and attachments you submit are sent to Google Vertex AI to generate responses. Google processes this content on our behalf and does not use it to train its foundation models. When a response uses web-search grounding, Google may retain the search queries derived from your prompts and related results for a limited period under its Service Specific Terms (for grounding quality and abuse prevention — not for model training). EA does not use your content — including chats, voice input, character descriptions, and attachments — to train AI models; Section B2 of Addendum B carries this promise.

Attribution (required by CC BY 4.0): These General B2C Product Terms and the Product Schedules are part of the Terms of Service adapted from the Common Paper Cloud Service Agreement Standard Terms, Version 2.1, by Common Paper, Inc., licensed under Creative Commons Attribution 4.0 (https://creativecommons.org/licenses/by/4.0/; https://commonpaper.com/standards/cloud-service-agreement/2.1/). Adaptations were made for Equational Applications LLC. Common Paper is not affiliated with and does not endorse Equational Applications LLC.

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Addendum B — AI Product Terms Addendum

B1. Scope; Definitions

This AI Product Terms Addendum (this "Addendum") applies to a product only as incorporated through that product's applicable Product Terms (for products under Addendum A, via the product's Schedule), and governs the generative artificial intelligence features of any EA product to which it is so incorporated; it supplements the Base Terms. If this Addendum conflicts with the Base Terms, this Addendum controls for the AI features. "Prompts" means content submitted by Customer or its Users to AI features; Prompts are Customer Content. "Outputs" means content generated by AI features and delivered to Customer or its Users, including AI-generated chat replies, text, images, and audio responses. Outputs are not Customer Content.

B2. Machine Learning

Provider will not use Customer Content or Outputs to train, develop, or improve artificial intelligence or machine learning models.

B3. Outputs Ownership

Provider assigns to Customer, subject to third parties' rights and to Provider's non-exclusive licenses needed to provide and maintain the Product, all the right, title, and interest Provider may have in Outputs generated for that Customer. Outputs generated for other customers that are similar or identical are not assigned to Customer. For the avoidance of doubt, Outputs, as generated and delivered by Provider, are not subject to Section 2.1(a)(x) or Section 6.2 of the Base Terms (this carve-out does not extend to any Output resubmitted by Customer or its Users, which is treated as Customer Content), and claims arising solely from Provider's generation of Outputs are not Customer Covered Claims (claims arising from Customer's use of Outputs are treated like any other use).

B4. AI Disclaimers

Outputs may be inaccurate or may resemble third-party material. Provider does not warrant that Outputs are unique, free of third-party claims, or non-infringing.

B5. Indemnity Exclusion

Notwithstanding the Covered Claims Variable of the Key Terms, Provider Covered Claims do not include claims that an Output infringes or misappropriates any right, and Provider has no indemnity obligation for such claims.

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Addendum C — Professional Services Addendum

C1. Scope

"Professional Services" means the services Provider supplies as described in an Order Form or statement of work, including website audits and AI consulting. Provider may supply Professional Services as described in an Order Form or statement of work. This Addendum supplements the Base Terms and applies to all Professional Services; if it conflicts with the Base Terms, this Addendum controls for the Professional Services.

C2. Authorization

Before Provider scans or accesses any Customer system, Customer confirms — by an authorization checkbox at checkout or an equivalent confirmation in a signed statement of work — that Customer owns or is authorized to test each hostname or system named in the Order Form or statement of work.

C3. Passive Testing Only

Audits are passive, fetch-only reviews of publicly accessible pages. Provider performs no penetration testing, exploitation, load testing, or probing beyond ordinary page fetches.

C4. Not a Security Assessment

The professional services do not constitute a security assessment, penetration test, or certification of any kind, and Provider makes no representation that identified issues are exhaustive or that unreported issues do not exist.

C5. Data Handling and Redaction

Evidence collected during professional services is used solely to produce Customer's deliverables. Credential values, secrets, and personal data observed during the engagement are redacted from deliverables and retained by Provider only as needed to deliver the engagement, after which they are deleted. Provider publishes findings outside the engagement only with Customer's prior written consent.

C6. Cap

Liability for professional services is subject to the General Cap Amount (and, where no Fees were paid, the USD $100 amount that applies under the General Cap Amount).

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Addendum D — SynapseTree Product Terms

These SynapseTree Product Terms (this "Addendum") are the Product Terms for the SynapseTree cloud service (the "Service"), incorporated into the Equational Applications LLC Terms of Service (the "Base Terms") through Section 13.35 ("Product Terms"). This Addendum supplements the Base Terms; if it conflicts with the Base Terms, this Addendum controls for the Service. SynapseTree is a business-to-business product: this Addendum rides the Base Terms directly. It is not issued under Addendum A (General B2C Product Terms), adopts none of Addendum A's sections — including Section A7.5 (Dispute Resolution) — and the Base Terms' governing-law and dispute provisions (Sections 12.3 and 12.18) apply to the Service as written.

D1. The Service

SynapseTree hosts isolated tenant databases (each, a "Database") containing structured knowledge about your software projects, and provides access to them for you and for the AI coding tools you connect (via SDK or MCP server). EA does not operate its own models and does not store your prompts or inference traffic. When your tools use the Service's AI-assisted extraction, prompt and content requests are transmitted to the AI provider you configure, using your own API key, from EA's servers.

D2. Workspace Data — Ownership and Limited License

Content your tools write into a Database, and the Database file itself ("Workspace Data"), is yours. You grant EA only the limited license needed to operate the Service: to store, replicate, back up, and serve your Workspace Data to you and the connections you authorize. EA does not use Workspace Data to train artificial-intelligence or machine-learning models and does not use it for any other purpose. For the Service, this Section D2 replaces the license grant in Base Terms Section 1.5 (Customer Content); Customer remains responsible for the accuracy and content of Workspace Data as provided in Section 1.5. Workspace Data is excluded from Usage Data under Base Terms Section 1.4.

D3. Plans, Databases, and Billing

The Service is offered in plans (currently Hobby at no charge with 1 Database and about 50 MB of storage, Pro, and Team; paid plans are not yet offered and the Service is currently free at the Hobby tier). Plan limits and prices of record are those published at https://synapsetree.dev/pricing. Hobby requires no payment method. When paid plans are offered, they will be billed monthly in advance and may be cancelled at any time, effective at the end of the current billing period (consistent with Base Terms Section 5.3, Termination).

D4. API Keys and Acceptable Use

Access to a Database is authorized by API keys issued to your organization. You are responsible for keeping your keys confidential and for all activity under them. You may not use the Service to store content you have no right to store, to attack or probe other tenants, or to exceed your plan's limits. EA enforces database-per-tenant isolation; circumvention attempts are grounds for suspension under Base Terms Section 2.2.

D5. Isolation, Export, and Deletion

Each Database is a physically distinct SQLite database in dedicated storage; there are no shared tables between tenants and no query path that crosses tenants. You can export your Workspace Data from the dashboard while your Database is active, subject to the export size limits shown in the dashboard. You may delete a Database from the dashboard; deleted Databases are purged from storage after a 30-day grace period. You may request deletion of your account by emailing info@equationalapplications.com; account deletion removes the account, its memberships, and schedules its storage for deletion as described on the SynapseTree privacy page.

D6. Security and Audit Logs

EA keeps security audit logs for the Service: an audit event is recorded for each authentication state change the Service emits — registration, claim confirmation, token issuance, and key revocation (agent-created keys are tagged with their creating agent when they appear in the log), IP addresses in audit records are stored only as a keyed hash, never in raw form, and audit events are deleted on about a 365-day cycle (30 days for unclaimed registration events; storage expiry is best-effort and the read path enforces the window). Audit logs are accessible only to EA operators — there is no user-facing audit view — and they back key management and abuse prevention. On account deletion, audit records are pseudonymized; if every pseudonymization attempt fails, a raw email address can persist in an audit row until that row reaches storage expiry (the read path enforces the pseudonymized view). The SynapseTree privacy page carries this disclosure as well.

D7. Service Stage; No Service-Level Commitment

The Service is offered in a pre-general-availability stage. It is provided as-is under Base Terms Section 7 (Disclaimers), and EA does not yet commit to any availability target or service-level agreement. For any fee-bearing use, the Section 6.3 Provider warranty continues to apply. EA will announce any service-level commitments before general availability.

D8. Everything Else

All Base Terms not modified by this Addendum — including disclaimers of warranties, limitation of liability, governing law (Michigan; Kent County courts), dispute resolution, severability, and the entire-agreement clause — apply to the Service as written.

SCHEDULE D-1 — SynapseTree

Product: SynapseTree — a B2B cloud memory service for AI coding agents (isolated tenant Databases accessed by SDK or MCP server). Incorporation: This Schedule is a Product Term incorporated into the Base Terms through Section 13.35 ("Product Terms") and applies upon acceptance of the Base Terms for the Service. It rides the Base Terms directly; it is not a Schedule under Addendum A, adopts no Addendum A sections, and no §A8 adoption list applies. Additional Addenda incorporated: None. The Service has no generative-AI features of EA's own: EA operates no models, and all model calls during ingest and query go to the AI provider you configure, using your own API key (BYOI). Addendum B (AI Product Terms Addendum) is therefore not incorporated; EA's no-training commitment for Workspace Data is carried by Section D2 instead of Section B2. Security-log disclosure: stated in Section D6 and in the SynapseTree privacy page.

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Attribution (required by CC BY 4.0): These Terms — the Standard Terms and the Addenda (A, B, and C) — are adapted from the Common Paper Cloud Service Agreement Standard Terms, Version 2.1, by Common Paper, Inc., licensed under Creative Commons Attribution 4.0 (https://creativecommons.org/licenses/by/4.0/; https://commonpaper.com/standards/cloud-service-agreement/2.1/). Adaptations were made for Equational Applications LLC. Common Paper is not affiliated with and does not endorse Equational Applications LLC. Addendum D (SynapseTree Product Terms) is EA-original and is not a Common Paper adaptation.