MASTER SUBSCRIPTION AGREEMENT

(the "Agreement")

1. Subscription & Access

1.1 Subscription. Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS Services.
1.2 Authorized Users. Customer may permit its employees and contractors to use the Services.
1.3 Usage Limits. Usage is subject to the limitations specified in the Order Form.

2. Platform Features & AI Functionality

2.1 AI Components. Provider's Services may include AI or ML features documented in Schedule AI-1.
2.2 Training Data. Provider will not use Customer Data to train AI models without written consent.
2.3 Explainability & Controls. Provider shall provide documentation describing model logic and limitations.
2.4 Prohibited Uses. Customer shall not use AI Features for automated decision-making that produces legal effects without compliance with applicable laws.

3. Implementation & Support

3.1 Implementation Services. Per Schedule PS-1.
3.2 Support. Per Schedule SUP-1.
3.3 Service Levels. Per Schedule SLA-1.

4. Fees & Payment

4.1 Fees. Per Order Form.
4.2 Invoices. Late payments accrue interest at the maximum permitted under Hawaii law (HRS Section 478-2).
4.3 Taxes. Customer is responsible for applicable taxes including Hawaii GET.

5. Proprietary Rights

5.1 Ownership. Provider retains all rights in the Services; Customer retains rights in Customer Data.
5.2 Feedback. Provider may use Feedback to improve the Services.

6. Customer Obligations

6.1 Acceptable Use. Customer shall not reverse engineer the Services or use them in violation of law.
6.2 Credentials. Customer shall maintain the confidentiality of access credentials.

7. Warranties & Service Credits

7.1 Performance Warranty. Services will perform materially as described in Documentation.
7.2 Disclaimer. TO THE EXTENT PERMITTED BY HAWAII LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES.

8. Confidentiality

8.1 Trade Secrets. Hawaii Uniform Trade Secrets Act (HRS Section 482B-1 et seq.) governs trade secret claims.

9. Data Protection, Security & AI Governance

9.1 Data Processing Agreement. Per Schedule DPA-1.
9.2 Security Program. Provider maintains safeguards aligned with ISO 27001, SOC 2.
9.3 AI Governance. Provider shall perform AI impact assessments and implement bias safeguards.
9.4 Hawaii Data Breach Notification. Provider shall comply with HRS Section 487N-1 et seq.

10. Mutual Indemnification

10.1 By Provider. For IP infringement claims.
10.2 By Customer. For claims from Customer Data or AUP breaches.

11. Limitation of Liability

Each Party's aggregate liability is limited to [MULTIPLE] times the fees paid in the twelve (12) months preceding the claim.

12. Export Control, Sanctions & Compliance

Compliance with Hawaii Unfair and Deceptive Acts or Practices Law (HRS Section 480-2 et seq.).

13. Term & Termination

13.1 Term. Per Order Form.
13.2 Termination for Cause. For material breach uncured within [DAYS] days.

14. General Provisions

14.1 Governing Law. Laws of the State of Hawaii.
14.2 Venue. State or federal courts in [Honolulu County], Hawaii.
14.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY HAWAII LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
14.4 Electronic Signatures. Hawaii Uniform Electronic Transactions Act (HRS Chapter 489E) governs.

Schedules & Exhibits

• Schedule OF-1: Order Form Template
• Schedule SLA-1: Service Level Agreement
• Schedule SUP-1: Support Policy
• Schedule PS-1: Professional Services Statement of Work
• Schedule DPA-1: Data Processing Agreement
• Schedule AI-1: AI Feature Description & Controls

SIGNATURE BLOCK

☐ Provider has reviewed and agrees to the terms
☐ Customer has reviewed and agrees to the terms