Master Subscription Agreement

This Master Subscription Agreement (the "Agreement") is a contract between your organization ("Customer," "you," "your") and Exempt Me Now, Inc., doing business as Resilia ("Resilia," "we," "us"). It governs your organization's access to and use of the platform.

One fact governs it: what your organization puts in answers to your organization — nonprofit, grantmaker, or consultant — and nothing happens to it without your say.

Every individual who uses the platform — including the person who accepts this Agreement for you — is separately bound, in their own capacity, by the Terms of Service. This Agreement governs the organization. The two stack; §19 explains how.

This Agreement is the same whether your organization accepts it online or on paper — only the commercial details on an Order Form change. Your organization accepts it in either of two ways:

(a) By registration (online). When a person sets up an organization account — by providing the organization's legal name and choosing to provision an organization account during registration — that person agrees to this Agreement on the organization's behalf, and represents and warrants that they are authorized to bind the organization. If they do not have that authority, they must not provision an organization account. No separate signature is required; provisioning the organization account is the organization's agreement.

(b) By Order Form or signed agreement. Your organization also accepts this Agreement when an authorized representative signs an Order Form or other written agreement that references it. Where your organization negotiates and signs a separate agreement with Resilia, §19 governs which document controls.

The body of this Agreement is identical across both paths; whichever applies, the same terms govern, varied only by the Order Form. Resilia's direct competitors may not access the platform without our prior written consent, and the platform may not be accessed to monitor its availability, performance, or functionality, or for any other benchmarking or competitive purpose.

Resilia, we, us — Exempt Me Now, Inc. dba Resilia. The platform (also "the Services") — the Impact Lattice hosted software-as-a-service, including its code, design, lattice architecture, AI features, Documentation, and updates from time to time. Customer, you — the organization bound by this Agreement. Authorized Users — your employees, agents, contractors, or other individuals you authorize to use the platform under your account; each is also bound by the Terms of Service. Node — any organization on the platform (nonprofit, grantmaker, or consultant); your organization is a node. Your content — all data or information submitted by or on behalf of your organization or its Authorized Users to the platform. Outputs — what AI features generate from your content. Usage data — the technical record of running the software, never the substance of your content. A consent grant — a named, scoped, bounded, revocable permission to share a defined view of content with another node. The Commons — the Impact Lattice Commons, the mission-locked pool that holds the rights, if any, to Outputs. Documentation — the user guides and manuals we provide for the platform. Order Form — an ordering document or online order specifying the access and any paid plan, seats, fees, and Subscription Term, entered into between you and us, including addenda. Seat — one subscription to the platform for one node; your organization is one Seat, and any other node you provision access for is one Seat. Subscription Term — the period during which you may access the platform, as set on an Order Form or, for a free account, for as long as the account is open. The free tier — the no-cost level of service an account reverts to when payment stops. The protected commitments — the promises in §17 that no routine update can weaken. Taxes — any sales, use, VAT, GST, excise, or similar governmental assessments, excluding taxes on Resilia's net income or property.

During the Subscription Term, your organization and its Authorized Users may access and use the platform and Documentation for your own internal purposes and in compliance with applicable law. You will: use the platform in accordance with this Agreement and the Documentation; be responsible for your Authorized Users' compliance with this Agreement, the Terms of Service, and the Acceptable Use Policy; and use commercially reasonable efforts to prevent unauthorized access to your account, notifying us promptly at security@resilia.com of any you discover.

Restrictions. You will not, and will not allow any Authorized User or third party to: (a) rent, resell, sublicense, or provide access to the platform to anyone outside your organization except through a consent grant; (b) use the platform to build or help build a competing product or service; (c) reverse-engineer, decompile, or seek the platform's source code, except as the law expressly permits; (d) modify or create derivative works of the platform or Documentation; (e) send or store malicious code; (f) use the platform in a way that damages or interferes with it; (g) use it in violation of any law, regulation, or third-party right; or (h) remove or obscure any proprietary notice.

Who pays for access is independent of who is bound by it, and of what may be done with your content. This Agreement binds your organization whether your account is free or paid. Fees, seats, and any paid plan are set out on an Order Form — a separate commercial layer that attaches to whoever is paying.

The check buys access, never the data. Anyone may pay — your organization for itself, a funder for a grantee, a consultant for a client. Paying makes the payer no party to this Agreement and gives the payer no rights over your content. A payer receives an invoice and one fact back: whether the Seat it bought was activated. Everything else — usage, content, results — requires your consent.

Unpaid means downgrade, never lockout. Fees on an Order Form are due as the Order Form states; we may adjust fees on at least 45 days' notice before a renewal. If payment stops or an account goes unpaid, then after a warning the account reverts to the free tier — your data and consent grants intact, paid features off until payment resumes. We do not hold data hostage for payment. Except as expressly stated, fees paid are non-refundable, and undisputed late amounts may accrue a service charge of the lesser of 1.5% per month or the maximum the law allows. You are responsible for Taxes other than those on our net income or property.

We don't own your content. We never did. Your organization exclusively owns all rights in your content. We claim no ownership of it and acquire no rights in it except the limited license to operate the platform: to host, process, and display your content to you, your Authorized Users, and those you've consented to share with, as you direct. That license ends when you leave, surviving only long enough to finish the deletion the Privacy Policy describes.

Three kinds of data move through the platform. Your content — everything your organization puts in or creates; yours (this section), and each node owns its own, visible to another node only through a consent grant. Outputs — what AI features make from your content; yours to use and share, with the intellectual-property rights, if any, assigned to the Commons (§8). Usage data — the technical exhaust of running the software; we use it to keep the platform working, secure, and improving, never to reconstruct your content, and never to train a model on the substance of your content (§8).

Processing on your instructions. For your content we act only on your documented instructions — your processor, in legal terms. We process it solely to provide the platform; everyone at Resilia who touches it is bound to confidentiality; every vendor is bound to these same commitments, disclosed on request, and announced before being added. We help you answer requests from the people in your data. We notify you within 72 hours of confirming a breach that affects your content. We delete or return your content when you leave (§15). If your regulators or funders need a signed Data Processing Agreement, we'll provide one that says what this section says.

The people in your data. Your content is often about the people you serve, including children and people in vulnerable situations. You confirm you have the right to put in what you put in — that those people were told and, where the law requires, consented; that you hold the rights to anything you upload; and that your use follows the laws that apply to you. We give you the tools to honor consent; the underlying right to collect it is yours.

Every share is a consent grant your node makes: named, scoped, bounded, revocable. Both sides see it; audit trails run in both directions. No funder, consultant, or other node has any path past a consent grant. When our staff access an account to operate or support it, that lands in your audit trail too. Recipients may use a view only for its named purpose and may never attempt re-identification.

Revocation, honestly: it cuts off access going forward and flags every artifact built from your data in its owner's workspace — but it can't unwrite a memo already filed. Every node keeps what it creates — consultants their methodologies, funders their analyses. What no node ever holds is another node's data.

No training, except as you direct. We may not use your content or Outputs to train any AI model — not ours, not our vendors'. You can open exactly two paths, both in writing: commission a model built for your organization alone — it works only for you; or opt in to a named shared-model program (§9).

Outputs. You keep the right to use what AI features generate for you. Whatever intellectual-property rights exist in those Outputs are assigned to the Impact Lattice Commons — the mission-locked pool — so they become shared sector knowledge rather than anyone's private asset, ours included.

Honesty about AI. Outputs can be wrong; anything consequential needs a human who checks it, and the product tells you when AI helped. AI features are not legal, tax, or grant-compliance advice. One boundary is ours: the platform will not generate credibility scores, eligibility rankings, or should-fund recommendations about anyone. Consequential judgments stay with people.

Only if your organization opts in can your data join named, de-identified sector datasets, statistics, or shared models. Each program states its purpose up front. Identifiers come out before anything is computed; nothing traceable to you or the people in your data; no recipient may re-identify anyone. Research built on consent grants is free to the communities that consented. Participation never affects your service, and you can leave any program, going forward, any time. The default is that none of this happens.

Three things exist without a consent grant, all thin: operational counts from running the platform; a payer's receipt — Seat activation and nothing more; and analysis by nodes you've consented to — a funder comparing its own portfolio, visible to you.

The Acceptable Use Policy is part of this Agreement and binds your organization and every Authorized User. The short version: don't break the law with the platform, don't break the platform, and don't try to see past a consent grant. You also confirm your organization and its Authorized Users are not barred by U.S. sanctions or export rules (including the Export Administration Regulations and ITAR) from using the platform, and won't use it where those rules forbid.

The platform — its code, design, and lattice architecture — and all rights in it, including in usage data, Documentation, and the Commons, belong to Resilia and its suppliers. Your subscription is a right to use the platform, not a stake in it, and grants no rights except those expressly written here. Feedback is a gift: send ideas and we may use them, license-free and perpetually, without ever needing your content.

Confidentiality. Each party will protect the other's non-public business, technical, and financial information with reasonable care and use it only to perform this Agreement. This duty does not cover information that is or becomes public through no fault of the receiver, was already known, is independently developed, or is rightfully received from a third party; and it yields to a legal demand, but only to the minimum required and, where allowed, with notice. Your content is your confidential information and we treat it that way. These confidentiality duties survive the Agreement.

Each party warrants it has the legal power to enter this Agreement and will not knowingly transmit malicious code to the other. We warrant that during the Subscription Term the platform will perform in substantial conformance to its Documentation, and that any professional services will be performed in a workmanlike manner consistent with industry standards.

OTHERWISE THE PLATFORM IS PROVIDED "AS IS," AND ALL OTHER WARRANTIES — EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT — ARE DISCLAIMED to the fullest extent the law allows. Your exclusive remedy for a breach of the conformance warranty is that we will fix the non-conformance or, if we can't within a reasonable time, refund the fees for the affected period. No warranty claim may be brought more than one year after the Subscription Term in which it arose.

Neither party is liable for any indirect, special, incidental, punitive, or consequential damages, or for lost profits, however caused and under any theory, even if advised of the possibility.

Except for your breach of §4 (Restrictions), either party's indemnification obligations, or a party's infringement or misappropriation of the other's intellectual property, each party's total liability for all claims relating to this Agreement is limited to the greater of (a) the fees paid to Resilia in the 12 months before the claim, or (b) USD 500. These limits apply even if a limited remedy fails of its essential purpose. (A free-tier account has paid no fees; the floor in (b) is the practical cap there.)

By Resilia. We will defend you against a third-party claim alleging that the platform, used as allowed here, infringes that third party's intellectual-property rights, and we will pay the resulting costs and damages finally awarded or agreed in settlement.

By you. You will defend us against a third-party claim arising from your content or your use of the platform in violation of this Agreement — including a claim that your content infringes a third party's rights or has otherwise harmed a third party — and pay the resulting costs and damages finally awarded or agreed.

How it works. The party seeking defense must promptly notify the other, give the other sole control of the defense and settlement (no settlement that imposes a non-monetary obligation or admits fault without consent, and none that fails to fully release the indemnified party), and provide reasonable cooperation at the indemnifying party's expense. This section is each party's sole liability, and the other's exclusive remedy, for the claims it covers.

Term. This Agreement starts when the organization account is provisioned and continues until all Subscription Terms have ended or all Order Forms are terminated.

Renewal. A paid Order Form renews only by the parties' mutual agreement, at our then-current prices — it does not auto-renew without your agreement. A free account continues until closed.

Termination for cause. Either party may terminate for a material breach the other doesn't cure within 30 days of written notice (none for consent-grant violations, which may be acted on immediately), or immediately if the other becomes insolvent or enters bankruptcy or similar proceedings.

Leaving is complete. On termination or expiration, the right to use the platform ends and you must stop using it — except that any node may continue any free or freemium version generally available to the public, under the Terms of Service. For at least 60 days after the account closes, you may export every record, file, and report — nothing withheld, no premium tier, free. If you ask within that window, we will return or permanently delete your content; after it, we have no further obligation to keep it. If we terminate for our own uncured breach, we refund prepaid fees for the unused period. One honest note: the ledger is append-only — your content becomes unrecoverable, but entries showing a record existed, when, and under which consent grants remain, visible only to the parties of each grant. A departing funder keeps its own analyses and exports no grantee data; it never owned any. If the platform itself winds down: working export the whole way, and your data is never an asset in the wind-up.

If an account is actively harming the platform, breaking the law, or threatening other nodes' data — or if fees are materially overdue after notice — we may suspend access to stop the harm, narrowly and only as necessary, with notice as soon as we safely can and a path back once it's resolved. Suspension is a pause, not a deletion: your data and consent grants stay intact, and the export in §15 still applies if a suspension becomes a departure. We may access your account and content only as needed to operate the platform, resolve technical problems, or respond to your requests — logged in your audit trail — and we may remove content that violates the Acceptable Use Policy.

We may update this Agreement by posting a new version and notifying you. You have 30 days to object in writing; if you do, the change takes effect at your next renewal rather than immediately, and absent objection the change applies. But the protected commitments can't be weakened by any update you scroll past. They are: we won't sell your data, license it, train on it except as you direct, reach past your consent grants, or publish the meaning of your work without your consent — together with the two structural protections that make them hold: we claim no ownership over your content (§6) and research, benchmarks, and shared models are opt-in only (§9). Weakening any of them requires your affirmative consent; silence keeps the old terms governing your data.

If the company is acquired, this Agreement assigns, and these protected commitments bind the acquirer, unmodified, as a condition of the change of control. You get notice and a window to export and leave before it takes effect.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules and without the U.N. Convention on Contracts for the International Sale of Goods. The parties will first try to resolve any dispute through 45 days of good-faith discussion after written notice to legal@resilia.com. Unresolved disputes are then settled by binding, one-on-one arbitration seated in Delaware, under Delaware law — no class or representative proceedings, no jury. Either party may still seek injunctive relief or protect its intellectual property in the state or federal courts located in Delaware, and either party may use small-claims court for matters within its limits.

Relationship to the Terms of Service. Every individual who uses the platform is bound, in their own capacity, by the Terms of Service; this Agreement binds the organization. Where an individual acts on your organization's behalf, this Agreement governs the organization's use and the Terms of Service govern that individual's personal use. If the two conflict as to organizational use, this Agreement controls for the organization.

A signed agreement supersedes these online terms. If your organization and Resilia enter a separately negotiated agreement signed by both parties, that signed agreement governs your organization's use and supersedes this online Agreement to the extent of any conflict. Absent such a signed agreement, this online Agreement governs in full. This is how a self-serve organization can later move to a negotiated enterprise contract without ambiguity about which terms apply.

Assignment. Neither party may assign this Agreement without the other's consent (not to be unreasonably withheld), except that either party may assign it in full — not to a direct competitor of the other — in a merger, acquisition, reorganization, or sale of substantially all assets, subject to §17. It binds the parties' successors and permitted assigns.

Force majeure. Except for payment obligations and the protected commitments, neither party is liable for delays or failures caused by events beyond its reasonable control.

Independent contractors. The parties are independent contractors; this Agreement creates no partnership, agency, or employment.

Severability and waiver. If a court strikes one provision, the rest stands, and the struck provision is limited to the minimum necessary. Not enforcing a term once doesn't waive it.

Notices. Notices are in writing — to you at your account or billing contact, to us at legal@resilia.com — effective on delivery, or the next business day for email (legal notices must be clearly marked as such).

U.S. government and export. If you are a U.S. government entity, the platform is "commercial computer software" provided with only the rights granted here (FAR 12.211–12.212; DFARS 227.7202 as applicable). You will comply with U.S. export and sanctions laws.

Entire agreement; order of precedence. This Agreement, the Privacy Policy, the Acceptable Use Policy, any Data Processing Agreement, and any Order Form together are the entire agreement between the parties for organizational use, superseding prior agreements and any conflicting terms on a purchase order or business form. If these documents conflict, the order of precedence is: (1) a separately negotiated agreement signed by both parties; (2) an Order Form; (3) this Agreement; (4) the linked policies.

The promises that should outlast the Agreement do — payment for access already used (§5), ownership and processing duties (§6), confidentiality (§11), liability limits (§13), indemnification (§14), the leaving and export rights (§15), and the protected commitments (§17).