1. DEFINITIONS

“Agreement” means this Master Subscription Agreement, together with any Order Form, Statement of Work, or incorporated policies.

“Customer” means the business entity entering into this Agreement.

“Platform” means Incline Labs, LLC’s proprietary back-office software, including all software, systems, architecture, interfaces, workflows, analytics, and documentation.

“Authorized Users” means Customer’s employees or contractors authorized to access the Platform solely for Customer’s internal business purposes.

“Order Form” means any executed document specifying subscription terms, pricing, or scope.

“Customer Data” means data submitted by Customer to the Platform.

2. SCOPE AND RELATIONSHIP TO OTHER DOCUMENTS

This Agreement governs Customer’s access to and use of the Platform.

The following documents are incorporated by reference and subordinate to this Agreement:

• Terms of Service

• Privacy Policy

• Any Reseller, Partner, or Implementation Agreement

In the event of any conflict, this Agreement controls.

3. SUBSCRIPTION GRANT

Subject to compliance with this Agreement, Incline grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Customer’s internal business operations during the subscription term.

No other rights are granted.

4. RESTRICTIONS AND PROHIBITED USE

Customer shall not, directly or indirectly:

• Copy, reproduce, scrape, or replicate the Platform or any portion thereof

• Reverse engineer, decompile, disassemble, or analyze the Platform

• Create derivative works, competing products, or functional equivalents

• Use the Platform for benchmarking, comparative analysis, or competitive intelligence

• Train AI models or automation systems using the Platform

• Expose the Platform to unauthorized third parties

• Remove or alter proprietary notices

These restrictions survive termination indefinitely.

5. TRADE SECRETS AND CONFIDENTIAL INFORMATION

5.1 Trade Secret Acknowledgment

Customer acknowledges that the Platform includes trade secrets, including but not limited to:

• System architecture

• Business logic

• Workflows and configurations

• Algorithms and data structures

• Non-public product decisions and roadmaps

These trade secrets derive independent economic value from not being generally known.

5.2 Confidentiality Obligations

Customer shall:

• Maintain all Confidential Information in strict confidence

• Use Confidential Information solely to exercise rights under this Agreement

• Prevent disclosure to any third party

6. OWNERSHIP

Incline retains all right, title, and interest in and to the Platform, including all intellectual property rights.

Customer retains ownership of Customer Data only.

No ownership transfers occur under this Agreement.

7. DATA AND PRIVACY ALIGNMENT

Customer Data is handled exclusively in accordance with Incline’s Privacy Policy.

Customer grants Incline the right to process Customer Data solely to operate, secure, and improve the Platform.

Incline may use aggregated or anonymized data that does not identify Customer.

8. AUDIT AND INSPECTION RIGHTS

Incline may audit Customer’s use of the Platform upon reasonable notice to verify compliance.

Audits may include:

• Access logs

• User activity

• Security controls

• Data usage patterns

If a material violation is found:

• Customer shall reimburse audit costs

• Incline may immediately suspend access

9. FEES AND PAYMENT

Fees are set forth in the applicable Order Form.

All fees are:

• Billed in advance

• Non-refundable

• Exclusive of taxes

Failure to pay constitutes a material breach.

10. LIQUIDATED DAMAGES

Customer agrees that unauthorized copying, reverse engineering, derivative works, or competitive use of the Platform would cause irreparable harm difficult to quantify.

Accordingly, Customer agrees to liquidated damages of $250,000 per violation, which the parties agree represents a reasonable pre-estimate of damages and not a penalty.

This does not limit Incline’s right to seek additional remedies.

11. INJUNCTIVE RELIEF

Customer agrees that any breach involving:

• Intellectual property

• Trade secrets

• Confidential Information

will cause irreparable harm.

Incline is entitled to immediate injunctive relief, without posting bond, in addition to all other remedies.

12. TERMINATION

Incline may terminate this Agreement immediately for material breach.

Upon termination:

• All access rights immediately cease

• Customer must discontinue all use

• Confidentiality and IP obligations survive

13. DISCLAIMERS

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

INCLINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL INCLINE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

15. INDEMNIFICATION

Customer shall indemnify and hold harmless Incline from any claims arising from:

• Customer’s misuse of the Platform

• Violation of this Agreement

• Unauthorized access or disclosure

16. RESELLERS AND PARTNERS

Any reseller or partner relationship requires a separate written agreement.

Resellers have no authority to bind Incline.

Customer acknowledges that implementation partners are independent contractors.

17. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Georgia.

All disputes shall be brought exclusively in courts located in Gwinnett County, Georgia.

18. MISCELLANEOUS

• Assignment without consent is prohibited

• Waivers must be in writing

• If any provision is unenforceable, the remainder survives

• This Agreement constitutes the entire agreement

19. CONTACT INFORMATION

Incline Labs, LLC
5430 Jimmy Carter Blvd #110
Norcross, GA 30093
contact@useincline.com