MASTER SUBSCRIPTION AGREEMENT

1. Subscription & Access

• Provider grants Customer a non-exclusive, non-transferable right to access the SaaS Services.

2. Platform Features & AI Functionality

• Provider's Services may include AI features documented in Schedule AI-1.
• Provider will not use Customer Data to train AI models without written consent.

3. Implementation & Support

• Per Schedules PS-1 and SUP-1.

4. Fees & Payment

• Late payments accrue interest per Iowa Code Section 535.2.

5. Proprietary Rights

• Provider retains IP; Customer retains rights in Customer Data.

6. Customer Obligations

• Customer shall not reverse engineer the Services.

7. Warranties & Service Credits

• TO THE EXTENT PERMITTED BY IOWA LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES.

8. Confidentiality

• Iowa Uniform Trade Secrets Act (Iowa Code Chapter 550) governs trade secret claims.

9. Data Protection, Security & AI Governance

• Iowa Data Breach Notification: Provider shall comply with Iowa Code Chapter 715C within 60 days.
• Provider shall perform AI impact assessments.

10. Mutual Indemnification

• Mutual indemnification for third-party claims.

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 Iowa Consumer Fraud Act (Iowa Code Chapter 714H).

13. Term & Termination

• Termination for material breach uncured within [DAYS] days.

14. General Provisions

• Governing Law: Laws of the State of Iowa.
• Venue: State or federal courts in [Polk County], Iowa.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY IOWA LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
• Electronic Signatures: Iowa Uniform Electronic Transactions Act (Iowa Code Chapter 554D) governs.

Schedules & Exhibits

• Schedule OF-1, SLA-1, SUP-1, PS-1, DPA-1, AI-1, SEC-1

SIGNATURE BLOCK

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