LEGAL

Master Subscription Agreement

Last updated: February 2026

1. Parties and Effective Date

This Master Subscription Agreement (“Agreement”) is entered into between Incline Inc., a Delaware corporation with principal offices in Atlanta, Georgia (“Incline” or “Provider”), and the entity identified in the applicable Order Form (“Customer” or “Subscriber”). This Agreement is effective as of the date of the first Order Form executed by both parties (the “Effective Date”).

2. Definitions

The following terms have the meanings set forth below when used in this Agreement:

  • “Platform” means the Incline back-office management platform, including the Web BOS, Shift Console, Mobile Application, and Store Agent.
  • “Order Form” means the document specifying the services, fees, subscription term, and number of store locations covered.
  • “Subscription Term” means the period specified in the Order Form during which Customer may access and use the Platform.
  • “Authorized Users” means Customer’s employees and contractors authorized to access the Platform under Customer’s account.
  • “Store Location” means a physical gas station or convenience store location operated by Customer.

3. Subscription Grant

Subject to the terms of this Agreement and payment of applicable fees, Incline grants Customer a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term for the number of Store Locations specified in the Order Form. Customer may designate Authorized Users in accordance with the access controls provided by the Platform. This right does not include the right to sublicense, resell, or make the Platform available to any third party.

4. Onboarding and Setup

Incline will provide initial onboarding services including account configuration, Admin user provisioning, Store Agent installation, and training for Customer’s designated administrators. Onboarding scope and timeline are defined in the Order Form.

Customer is responsible for:

  • Providing accurate store information, including POS system details and location data.
  • Providing reasonable access to POS systems for Store Agent installation, including necessary credentials and on-site coordination.
  • Designating primary contacts for onboarding communication and ongoing account management.

5. Fees and Payment Terms

Customer shall pay the fees specified in the Order Form. Unless otherwise stated in the Order Form:

  1. Fees are billed monthly or annually as specified in the Order Form.
  2. Payment is due within thirty (30) days of the invoice date.
  3. All fees are stated and payable in US dollars.
  4. Fees are non-refundable except as expressly stated in this Agreement or the applicable Order Form.

Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Incline may suspend Customer’s access to the Platform after fifteen (15) days of non-payment following written notice to Customer.

6. Term and Renewal

The initial Subscription Term is specified in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term, the Agreement automatically renews for successive periods equal to the initial Subscription Term.

Fees for renewal terms may be adjusted by Incline with at least thirty (30) days’ written notice prior to the start of the applicable renewal term.

7. Service Levels

Incline targets 99.9% uptime for the Platform, measured on a monthly basis, excluding scheduled maintenance windows and force majeure events as defined in Section 18.

Scheduled maintenance will be performed during off-peak hours (12:00 AM – 6:00 AM Eastern Time) with at least twenty-four (24) hours’ advance notice when reasonably practicable.

If Platform uptime falls below 99.9% in a given calendar month, Customer may request a service credit equal to 5% of the monthly fee for that month, up to a maximum credit of 25% of the monthly fee. Service credit requests must be submitted within thirty (30) days of the end of the affected month.

8. Data Rights and Ownership

Customer retains all right, title, and ownership of Customer Data entered into or processed by the Platform. “Customer Data” includes all data, records, files, and information submitted by Customer or its Authorized Users to the Platform.

Incline receives a limited, non-exclusive license to use Customer Data solely to operate, maintain, and improve the Platform. Incline will not access Customer Data except as necessary to provide support, troubleshoot issues, or as directed by Customer. Incline will not share Customer Data with third parties except as described in the Privacy Policy.

Incline may generate and use aggregated, de-identified data derived from Customer’s use of the Platform for analytics, benchmarking, and product improvement purposes, provided that such data cannot reasonably be used to identify Customer or any individual.

9. Security and Compliance

Incline maintains industry-standard security practices including:

  • Encryption of data in transit (TLS 1.2+) and at rest (AES-256).
  • Role-based access controls for all Platform components.
  • Regular vulnerability assessments and penetration testing.
  • Secure software development lifecycle practices.
  • Documented incident response procedures.

Incline’s infrastructure is hosted on Amazon Web Services (AWS). Incline will notify Customer of any confirmed data breach affecting Customer Data within seventy-two (72) hours of discovery. Such notification will include the nature of the breach, the data affected, and the remediation steps being taken.

10. Customer Responsibilities

Customer is responsible for:

  1. Maintaining the confidentiality and security of all account credentials, including passwords and API keys.
  2. Ensuring that all Authorized Users comply with the terms of this Agreement and Incline’s Acceptable Use Policy.
  3. Providing accurate and complete business data, including fuel volumes, pricing, and inventory records.
  4. Maintaining adequate internet connectivity and compatible hardware at each Store Location, as specified in the Platform documentation.
  5. Promptly reporting any security incidents, unauthorized access, or suspected breaches to Incline at hello@useincline.com.

11. Intellectual Property

All rights, title, and interest in and to the Platform, including but not limited to software, source code, object code, documentation, user interfaces, designs, trademarks, service marks, and trade secrets, are and shall remain the exclusive property of Incline and its licensors.

Customer receives no ownership rights in the Platform under this Agreement. Nothing in this Agreement shall be construed as granting Customer any license or right to use Incline’s trademarks or branding without prior written consent.

Any feedback, suggestions, enhancement requests, or recommendations provided by Customer regarding the Platform (“Feedback”) may be freely used, incorporated, and commercialized by Incline without any obligation, compensation, or attribution to Customer.

12. Confidentiality

Each party (the “Receiving Party”) agrees to protect the other party’s (the “Disclosing Party”) Confidential Information using the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any third party except as expressly permitted herein.

“Confidential Information” includes, but is not limited to, business data, Customer Data, pricing and fee structures, technical specifications, product roadmaps, proprietary algorithms, and any information marked or reasonably understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.

Confidentiality obligations under this section survive for three (3) years after disclosure, or indefinitely with respect to trade secrets for as long as such information remains a trade secret under applicable law.

13. Warranties

Incline warrants that:

  1. The Platform will perform materially in accordance with its published documentation during the Subscription Term.
  2. Professional services will be provided in a competent and professional manner consistent with generally accepted industry standards.
  3. Incline has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses set forth herein.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PLATFORM IS PROVIDED “AS IS.” INCLINE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14. Limitation of Liability

INCLINE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

The limitations set forth in this section do not apply to: (a) either party’s breach of confidentiality obligations under Section 12; (b) either party’s indemnification obligations under Section 15; or (c) damages arising from willful misconduct or fraud.

15. Indemnification

15.1 Indemnification by Incline

Incline will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings alleging that the Platform, as provided by Incline and used in accordance with this Agreement, infringes any United States patent, copyright, or trademark. This obligation is contingent upon Customer: (a) promptly notifying Incline in writing of such claim; (b) granting Incline sole control of the defense and settlement of such claim; and (c) providing reasonable cooperation and assistance at Incline’s expense.

If the Platform becomes, or in Incline’s reasonable opinion is likely to become, the subject of an infringement claim, Incline may, at its option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify the Platform to make it non-infringing; or (iii) terminate this Agreement and refund any prepaid fees for the unused portion of the Subscription Term.

15.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Incline and its officers, directors, employees, and agents from and against any third-party claims arising from: (a) Customer Data, including any claim that Customer Data infringes or violates the rights of any third party; or (b) Customer’s use of the Platform in violation of this Agreement or applicable law.

16. Termination

Either party may terminate this Agreement under the following circumstances:

  1. By providing written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
  2. Immediately, if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.
  3. Immediately, if the other party becomes insolvent, makes an assignment for the benefit of creditors, or files for or is subject to bankruptcy, receivership, or similar proceedings.

Effects of Termination

Upon termination or expiration of this Agreement: (a) Customer’s access to the Platform shall immediately cease; (b) Customer Data will be available for export for thirty (30) days following the effective date of termination; (c) after the 30-day export period, Incline will delete Customer Data from its systems within ninety (90) days, except as required to be retained by applicable law; and (d) all fees owed through the termination date remain payable.

17. Governing Law and Disputes

This Agreement is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute remains unresolved after such period, it shall be resolved by binding arbitration administered by the American Arbitration Association in Atlanta, Georgia, under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, and the decision of the arbitrator shall be final and binding.

Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief, or other equitable relief, in the state or federal courts located in Fulton County, Georgia, to protect its intellectual property rights or Confidential Information.

18. General Provisions

Entire Agreement

This Agreement, together with all Order Forms and any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

Amendments

No modification or amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties, except that Incline may update the Terms of Service and Privacy Policy as described therein.

Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier to the addresses specified in the Order Form. Notices to Incline may be sent to hello@useincline.com.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by events beyond the party’s reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, pandemics, labor disputes, power outages, or widespread internet or telecommunications outages. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

19. Contact

For questions about this Master Subscription Agreement, please contact us:

Incline Inc.
Atlanta, Georgia
hello@useincline.com