SUPERAGENT AI, INC. SUBSCRIPTION AGREEMENT

Effective Date: August 11, 2026 

1. The Agreement

1.1 Parties and formation. This Subscription Agreement (this “Subscription Agreement”) is between SUPERAGENT AI, Inc., a Delaware corporation (“SUPERAGENT”), and the customer that subscribes to the Services (“Customer”). It is formed when Customer completes online checkout, accepts a Quote, or executes an Order that references it, and it takes effect on the date of that acceptance (the “Effective Date”).

1.2 Incorporation. This Subscription Agreement incorporates the SUPERAGENT Terms of Service, the SUPERAGENT Privacy Policy, the Acceptable Use Policy, and the Data Retention Policy. Capitalized terms not defined here have the meanings given in the Terms of Service. The Terms of Service contain a binding arbitration provision and a class action waiver at Section 22, and the compliance obligations that govern outbound calling, texting, email, and call recording at Sections 9 and 10.

1.3 Professional services. Configuration, integration, and consulting services are not included in a subscription. They are governed by the SUPERAGENT Professional Services Agreement and the applicable Statement of Work, and are purchased separately. See Section 11.

1.4 Order of precedence. As set out in Section 1.5 of the Terms of Service.

1.5 Scope: self-service and sales-led subscriptions. This Subscription Agreement governs every SUPERAGENT subscription, whether purchased through self-service checkout or through SUPERAGENT sales.

1. Self-service subscriptions. A subscription purchased through online checkout at getsuperagent.com without an executed Order (a “Self-Service Subscription”) is available on the Pro and Scale Plans only, and is billed month to month under Section 4.1 unless Customer selects an annual term at checkout.
2. Sales-led subscriptions. A subscription purchased through a SUPERAGENT sales representative, a Quote, or an executed Order (a “Sales-Led Subscription”), including every Enterprise Plan subscription, has an initial term of twelve (12) months under Section 4.2 unless the executed Order expressly states a different term. Sales-Led Subscriptions are not available month to month, and month-to-month billing is available only through self-service checkout.
   

2. Plans, Access, and Eligibility

2.1 The Services are sold by plan. SUPERAGENT offers the plans described below. Current pricing, feature sets, seat counts, SUPERcredit allotments, and included usage are published on the Pricing Page and are incorporated by reference. The plan Customer selects at checkout, or the plan stated in an executed Order, is Customer’s “Plan.”

2.2 Plan summary.

2.3 Starter Plan approval. The Starter Plan is priced below SUPERAGENT’s standard commercial rates and is reserved for the categories of business described on the Starter Plan page. Customer must submit an application and SUPERAGENT must approve it in writing before access is granted. Submitting an application does not create a subscription, does not entitle Customer to access, and does not obligate SUPERAGENT to approve. SUPERAGENT may approve or decline any application in its sole discretion. If SUPERAGENT determines that the eligibility information Customer provided was inaccurate or has ceased to be accurate, SUPERAGENT may, on thirty (30) days’ notice, move Customer to the Pro Plan at the then-current Pro Plan price, or terminate the subscription. No fee is charged before approval.

2.4 Enterprise Plan. The Enterprise Plan is available only through a sales process and an executed Order, and is a Sales-Led Subscription with an initial term of twelve (12) months unless the Order states otherwise. Terms in an executed Enterprise Order control over conflicting terms in this Subscription Agreement.

2.5 Plan changes. Customer may upgrade to a higher Plan at any time from account settings. An upgrade takes effect immediately, the new Plan fee is charged on a prorated basis for the remainder of the current billing period, and the SUPERcredit allotment for the new Plan is made available in accordance with Section 6. A downgrade takes effect at the start of the next billing period, and no refund or credit is issued for the current period. Customer on an annual term may upgrade at any time but may not downgrade during the term. Downgrading may result in loss of access to features, agents, integrations, seats, historical data views, and unused SUPERcredits above the lower Plan’s allotment.

2.6 Seats and usage limits. Each Plan carries the seat limits, if any, and the included usage published on the Pricing Page or stated in an executed Order. SUPERAGENT reserves the right to establish or enforce seat limits for any Plan on thirty (30) days’ notice, and to require an appropriate Plan where the scale of Customer’s deployment materially exceeds the intended use of the Plan. Use in excess of a Plan limit is billed under Section 7.

3. Free Trial

3.1 Availability. SUPERAGENT offers a fourteen (14) day free trial of the Pro Plan and the Scale Plan to eligible new customers. One free trial is available per agency, meaning per legal entity together with its Affiliates, regardless of the number of accounts, Authorized Users, brand names, or payment methods associated with that agency. Maintaining multiple accounts does not entitle an agency to more than one trial. Trials are not available on the Starter or Enterprise Plans. SUPERAGENT may modify, limit, or discontinue trials at any time for future customers, and may decline or terminate a trial it reasonably believes is a repeat or circumvention trial.

3.2 Payment method required. A valid credit or debit card is required to start the trial. The card is authorized, not charged, at sign-up.

3.3 THE TRIAL CONVERTS AUTOMATICALLY. AT THE END OF THE FOURTEEN (14) DAY TRIAL, CUSTOMER’S PAID SUBSCRIPTION TO THE PLAN CUSTOMER SELECTED AT SIGN-UP BEGINS AUTOMATICALLY, AND THE PAYMENT METHOD ON FILE IS CHARGED THE MONTHLY FEE FOR THAT PLAN ($499 FOR PRO OR $999 FOR SCALE) FOR THE FIRST MONTHLY BILLING PERIOD, AND THEN THE SAME AMOUNT EACH MONTH THEREAFTER, UNTIL CUSTOMER CANCELS. THE EXACT AMOUNT AND DATE OF THE FIRST CHARGE ARE DISCLOSED AT SIGN-UP. Customer may cancel at any time before the trial ends and will not be charged.

3.4 Disclosure and consent. Before Customer’s payment information is collected, SUPERAGENT discloses, clearly and conspicuously and immediately adjacent to the consent control: that the subscription continues automatically until cancelled; the length of the trial and the exact date of the first charge; the recurring amount and billing frequency; the deadline to cancel to avoid the charge; and how to cancel. Customer must give separate affirmative consent to the automatic renewal terms, through a control that is not pre-selected, in addition to accepting the Terms of Service and Privacy Policy. SUPERAGENT sends a retainable acknowledgment by email immediately after sign-up restating those terms and providing a direct cancellation link, and retains the record of consent in accordance with Section 12.7.

3.5 Pre-charge reminder. SUPERAGENT sends Customer a reminder by email at least three (3) days before the trial ends, stating the date of the first charge, the amount, and how to cancel. This notice is sent to every trial customer regardless of marketing preferences and is not suppressed.

3.6 Trial scope. The trial provides limited functionality. Unless SUPERAGENT states otherwise at sign-up, a trial account includes: [25,000] SUPERcredits, up to [100] leads, [1] active campaign, and [3] users, and does not include text messaging, Customer-owned sending domains, full outbound telephony provisioning, or connection to Customer’s agency management or customer relationship system. Features and limits available during a trial are those disclosed at sign-up and in the Documentation, and may change for future trials.

3.7 Provisioning during the trial. Certain capabilities require third-party approval that cannot be completed within the trial period, including A2P 10DLC messaging registration and the minimum two (2) week warmup of email sending domains. Customer acknowledges that these capabilities may not be available during the trial regardless of Plan, and that this is not a failure of the Services or a basis for a refund.

3.8 Trial data. If Customer does not convert, SUPERAGENT retains trial account data for thirty (30) days and then deletes it in accordance with Schedule B of the Terms of Service.

3.9 Trial disclaimer. Trials are provided “AS IS,” without warranty or support commitment, and SUPERAGENT’s total liability with respect to a trial is limited under Section 21.2 of the Terms of Service.

4. Term and Automatic Renewal

4.1 Monthly subscriptions. Monthly billing is available only for Self-Service Subscriptions, as described in Section 1.5. A monthly subscription begins on the Effective Date, or at the end of a free trial, and continues for successive one (1) month billing periods. It renews automatically each month, and Customer’s payment method is charged automatically each month, until Customer cancels in accordance with Section 5.

4.2 Annual subscriptions. Every Sales-Led Subscription is an annual subscription unless the executed Order states otherwise. An annual subscription has an initial term of twelve (12) months beginning on the Effective Date. It renews automatically for successive twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Customer is liable for the full twelve (12) month term. An annual subscription cannot be cancelled for convenience mid-term, and amounts paid or payable for the term are non-refundable. See Section 5.4.

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.3 Renewal reminders. SUPERAGENT sends a renewal reminder by email to Customer’s billing contact between thirty (30) and forty (40) days before the renewal date of every annual subscription, and at least once every twelve (12) months for continuing monthly subscriptions. The reminder states that the subscription will renew automatically, the renewal date, the amount, and how to cancel.

4.4 Enterprise terms. Enterprise term length, renewal, and notice periods are set in the Order.

5. Cancellation and Refunds

5.1 How to cancel. Customer may cancel at any time, directly in the Services, from account settings, without contacting support, without a phone call, and without providing a reason. Cancellation through the same channel used to subscribe is always available. If Customer subscribed through a SUPERAGENT sales representative, Customer may also cancel by email to billing@getsuperagent.com. SUPERAGENT confirms every cancellation in writing by email, stating the effective date and the date access ends.

5.2 Retention offers. If SUPERAGENT presents a retention or save offer during the cancellation flow, a control that immediately completes the cancellation is displayed with equal prominence next to it. Customer is never required to view or decline an offer to cancel.

5.3 Monthly subscriptions. Cancellation of a monthly subscription stops all future charges. Customer must cancel before the end of the current thirty (30) day billing period to avoid the next charge. The subscription and access continue through the end of the billing period that has already been paid, and terminate at the end of that period. Amounts already charged are non-refundable, and no partial month is refunded or prorated.

5.4 Annual subscriptions. Customer may cancel an annual subscription at any time by giving thirty (30) days’ written notice, which prevents automatic renewal and ends the subscription at the end of the then-current twelve (12) month term. Cancellation does not terminate Customer’s liability for the full twelve (12) month term. Amounts already paid are non-refundable, and any unpaid amounts for the remainder of the term remain due and are payable on the schedule set out in the Order or, if none, immediately. Access continues through the end of the paid term.

5.5 No refunds. Except where expressly stated in the Agreement or required by applicable law, all fees are non-cancellable and non-refundable, and SUPERAGENT does not provide refunds or credits for partial periods, unused SUPERcredits, unused seats, downgrades, or periods during which Customer did not use the Services. The limited exceptions are: Section 19.2 and Section 24.2 of the Terms of Service, Section 20.4 of the Terms of Service, and Section 9.3 of this Subscription Agreement.

5.6 Effect of cancellation. On the effective date of cancellation, access to the Services ends, all unused SUPERcredits are forfeited, campaigns and AI Agents stop, telephone numbers and sending domains provisioned through the Services are released and may be reassigned, and Customer Data is handled under Schedule B of the Terms of Service. Customer is solely responsible for exporting Customer Data and for porting or releasing telephone numbers before cancellation takes effect.

5.7 Chargebacks. Initiating a chargeback or payment dispute for Services rendered, rather than following the cancellation process, is a material breach. SUPERAGENT may suspend the account immediately, recover the disputed amount, any chargeback fee assessed to SUPERAGENT, and the reasonable costs of responding, and may require prepayment by wire or approved method as a condition of reinstatement.

6. SUPERcredits

6.1 What SUPERcredits are. SUPERcredits are the platform usage currency of the Services. Metered operations consume SUPERcredits, including outbound and inbound calls, text messages, campaign email, training practices, call analysis, telephone number purchases, sending domain purchases, and inbox warmup. Current consumption rates per operation are published in the Services and in the Documentation and may be adjusted on thirty (30) days’ notice.

6.2 SUPERcredits have no cash value. SUPERcredits are a prepaid usage measure only. They are not currency, not a stored value instrument, not property, not securities, and not redeemable for cash. They cannot be sold, transferred, assigned, or exchanged, and they carry no cash or refund value on cancellation, expiration, suspension, or termination.

6.3 Allotment and expiry.

1. Monthly plans. The Plan SUPERcredit allotment is made available at the start of each monthly billing period and expires at the end of that billing period. Unused allotment SUPERcredits do not roll over.
   
2. Annual plans. The full annual SUPERcredit allotment is made available on payment of the annual fee and expires at the end of the twelve (12) month term. Unused allotment SUPERcredits do not roll over into a renewal term.

6.4 Annual bonus capacity. Customer on an annual subscription receives, at no additional charge, an additional two (2) months’ worth of the Plan SUPERcredit allotment, so that a twelve (12) month annual subscription carries fourteen (14) months’ worth of SUPERcredits for the twelve (12) month fee. The bonus capacity is additional platform capacity, not a discount on the subscription fee. It has no cash value, is not refundable, is not creditable against fees, expires at the end of the term with the rest of the allotment, and is forfeited on early termination.

6.5 Purchased SUPERcredits. Customer may purchase additional SUPERcredits at any time in bundles of fifty thousand (50,000), at the price for Customer’s Plan published on the Pricing Page. Purchased SUPERcredits are consumed after the Plan allotment for the period is exhausted, and expire three (3) months after the date of purchase if unused. Purchased SUPERcredits are non-refundable.

6.6 Consumption order. SUPERcredits are consumed in this order: current period Plan allotment, then annual bonus capacity, then purchased SUPERcredits in order of earliest expiry.

6.7 Balance and transparency. The Services provide a usage ledger showing the renewal date, SUPERcredits spent and remaining, and the charge for each individual operation, drillable by date, AI Agent, and campaign. Customer is responsible for monitoring its own balance and consumption.

6.8 Spending controls. Customer may set per-campaign SUPERcredit spending limits in the Services. Customer is responsible for configuring them. SUPERAGENT is not responsible for SUPERcredit consumption resulting from Customer’s configuration, including campaign volume, calling frequency, message length, retry behavior, or the number of telephone

numbers or sending inboxes provisioned.

7. Overage

7.1 Notice. SUPERAGENT sends an email alert to Customer’s billing contact as SUPERcredit consumption approaches the Plan allotment for the period, offering the option to purchase additional SUPERcredits or upgrade the Plan.

7.2 Automatic overage purchase. Unless Customer notifies SUPERAGENT in writing before exceeding the allotment that Customer does not wish to purchase additional SUPERcredits, SUPERAGENT will automatically purchase and bill additional SUPERcredits in fifty thousand (50,000) credit bundles, at the rate for Customer’s Plan, as required to allow Customer’s configured operations to continue. Customer may disable automatic overage purchasing at any time in account settings, in which case metered operations stop when the balance is exhausted, and campaigns, calls, and messages will not run.

7.3 Overage rates. Overage bundle rates by Plan are published on the Pricing Page. As of the Effective Date, additional SUPERcredits are priced per fifty thousand (50,000) credit bundle at [$59] for Starter, [$49] for Pro and Scale, and [$45] for Enterprise, or as stated in an executed Order. SUPERAGENT may change overage rates on thirty (30) days’ notice.

7.4 Third party pass-through. Certain third-party costs are passed through and consume SUPERcredits or are billed separately, including telephone numbers, number porting, messaging campaign registration, sending domains, and carrier surcharges. These are disclosed in the Services before purchase.

8. Fees, Billing, and Payment

8.1 Payment authorization. Customer authorizes SUPERAGENT and its payment processor to charge the payment method on file for all fees, taxes, overage, purchased SUPERcredits, professional services, and any other amounts due under the Agreement, on a recurring basis, without further authorization, until the subscription is cancelled and all amounts are paid.

8.2 Billing in advance. Monthly subscription fees are billed in advance each month. Annual subscription fees are billed in advance for the full term. Usage-based amounts, including overage, are billed in arrears or at the time of purchase.

8.3 Payment method. Customer must keep a valid payment method on file at all times and must promptly update it on expiry or change. Where SUPERAGENT agrees to invoice, payment is due net thirty (30) days from the invoice date unless the Order states otherwise.

8.4 Failed payments and dunning. If a charge fails, SUPERAGENT will retry the payment method and notify Customer. If payment is not received within [ten (10)] days of the due date, SUPERAGENT may suspend access under Section 9. Reinstatement may require payment of all outstanding amounts.

8.5 Late charges. Amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid in full.

8.6 Disputed amounts. Customer must notify SUPERAGENT in writing of any good faith billing dispute within thirty (30) days of the invoice or charge date, with reasonable detail. Undisputed amounts remain due. Amounts not disputed within that period are deemed accepted.

8.7 Taxes. As set out in Section 5.3 of the Terms of Service.

8.8 Price changes. SUPERAGENT may change Plan prices, included allotments, and overage rates. SUPERAGENT will give

at least thirty (30) days’ advance notice by email to the billing contact and by notice in the Services. A price change takes effect at the start of the next billing period for monthly subscriptions and at the start of the next renewal term for annual subscriptions. If Customer does not accept a price increase, Customer’s exclusive remedy is to cancel before it takes effect, in accordance with Section 5.

8.9 Currency. All amounts are in United States dollars.

9. Suspension for Non-Payment and Collections

9.1 Payment notification at thirty (30) days. If an amount remains unpaid thirty (30) days after its due date, SUPERAGENT sends Customer a written payment notification stating the amount due, the interest accruing, and the consequences of continued non-payment, and SUPERAGENT may suspend Customer’s access to the Services until the account is brought current.

9.2 Referral to collections at ninety (90) days. If an amount remains unpaid ninety (90) days after its due date, SUPERAGENT may refer the account to a third-party collection agency or to legal counsel, and may terminate the Agreement. Customer remains liable for the full amount owed, including all accrued fees for the remainder of any annual term, interest under Section 8.5, and all reasonable costs of collection, including collection agency fees, court costs, and reasonable attorneys’ fees. In any action or arbitration brought by SUPERAGENT to collect amounts due under the Agreement, SUPERAGENT is entitled to recover its reasonable attorneys’ fees and costs in addition to the amounts owed.

9.3 Effect of suspension. During suspension, campaigns stop, AI Agents stop, and Customer Data is retained but inaccessible. Fees continue to accrue during suspension for non-payment. SUPERAGENT will restore access promptly after all outstanding amounts, including interest, are received. If a suspension is later determined to have been caused solely by SUPERAGENT’s error, SUPERAGENT will credit Customer for the affected period.

9.4 Data during collections. SUPERAGENT will retain Customer Data for the period stated in Schedule B of the Terms of Service measured from termination. SUPERAGENT is not obligated to provide export access to a suspended account until the account is brought current, except where required by law.

9.5 Fair dealing. SUPERAGENT and any agency acting on its behalf will conduct collections in compliance with applicable law. Nothing in this Section authorizes any misrepresentation, threat of criminal prosecution, or communication prohibited by applicable law.

10. Publicity and Marketing

10.1 Identification as a customer. Unless Customer opts out in writing, Customer grants SUPERAGENT a limited, non-exclusive, royalty-free, revocable license to use Customer’s name and logo on SUPERAGENT’s website, in marketing materials, on social media, in sales materials, and in investor communications, for the sole purpose of identifying Customer as a user of the Services, in accordance with any brand guidelines Customer provides.

10.2 Stories and results. SUPERAGENT may reference Customer’s use of the Services in case studies, press releases, and

other promotional content, including generalized descriptions of use cases and outcomes, provided that no individual is named or identifiable without that individual’s prior written consent, and no case study, quotation, or named result is published without Customer’s prior written approval of the specific asset.

10.3 Aggregated insights. SUPERAGENT may publish anonymous, aggregated, and de-identified insights derived from platform usage, provided they do not identify Customer or any individual.

10.4 Accuracy and revocation. SUPERAGENT will not misrepresent Customer’s relationship with SUPERAGENT or Customer’s results. Customer may revoke or modify the permissions in this Section at any time by written notice to marketing@getsuperagent.com, and SUPERAGENT will comply promptly, provided that SUPERAGENT is not required to recall printed materials already distributed or to alter materials already published to third-party platforms outside its control, and will remove them on the next reasonable update cycle.

11. Professional Services

11.1 Separate purchase. Account setup and configuration, integration, and ongoing consulting and managed services are not included in any Plan and are purchased separately. As of the Effective Date SUPERAGENT offers:

11.2 Governing terms. All professional services are governed by the SUPERAGENT Professional Services Agreement and the applicable Statement of Work, which are incorporated into the Agreement only if and when Customer purchases professional services. Nothing in this Section obligates Customer to purchase professional services, and no Plan is conditioned on purchasing them.

11.3 Independent of the subscription. Professional services fees are separate from and additional to subscription fees, are non-refundable once the applicable services have been delivered, and do not entitle Customer to any change in Plan, SUPERcredit allotment, or subscription term. Termination of professional services does not terminate the subscription, and termination of the subscription terminates any Managed Service retainer at the end of the then-current retainer month.

11.4 No guaranteed outcome. Professional services are performed on a reasonable efforts basis. SUPERAGENT does not guarantee any business result, approval by any third party, timeline dependent on a third party, or level of deliverability, contact rate, or conversion. See Section 8 of the Professional Services Agreement.

12. Compliance Support and Records

12.1 What SUPERAGENT operates. SUPERAGENT operates the compliance controls described in Section 10.3 of the Terms of Service, and provides the reseller telephony arrangements, carrier attestation, and registration support described in the Documentation.

12.2 What Customer must do. Customer remains solely responsible for the obligations in Sections 9 and 10 of the Terms of Service, including consent, do-not-call scrubbing, opt-out honoring, calling windows, state registrations, licensing, and recording consent.

12.3 Messaging registration. Where SUPERAGENT submits an A2P 10DLC brand and campaign registration on Customer’s behalf, Customer must provide accurate business information and must publish, on Customer’s own website, the privacy and messaging disclosures the carriers require, including the statement described in Section 10.2(i) of the Terms of Service. SUPERAGENT does not warrant approval or any approval timeline. Registration is performed by carriers and third-party registries.

12.4 Consent records. Customer must retain consent records as required by Section 10.2(b) of the Terms of Service and produce them within five (5) business days of request.

12.5 Regulatory cooperation. Each party will notify the other promptly of any regulatory inquiry, carrier complaint, subpoena, or claim relating to Communications sent through the Services, to the extent legally permitted, and will cooperate reasonably. SUPERAGENT may respond to a regulator, carrier, or registry directly with respect to its own platform and infrastructure.

12.6 Insurance regulatory cooperation. Where Customer’s carrier partners or a state insurance regulator requires vendor information about SUPERAGENT’s artificial intelligence systems, SUPERAGENT will, on reasonable request and subject to confidentiality, provide a description of intended uses, known limitations, human review points, and governance practices, and will cooperate reasonably with a market conduct examination or regulatory inquiry that concerns the Services.

12.7 Consent artifact retention. SUPERAGENT retains the record of Customer’s acceptance of the Agreement and of Customer’s affirmative consent to automatic renewal, including the timestamp, account identifier, internet protocol address, and the version of the documents presented, for three (3) years, or one (1) year after termination, whichever is longer.

13. Changes to This Subscription Agreement

Changes to this Subscription Agreement are governed by Section 24 of the Terms of Service. Price changes are additionally governed by Section 8.8 of this Subscription Agreement.

14. General

Sections 19, 20, 21, 22, 23, and 25 of the Terms of Service apply to this Subscription Agreement and are incorporated by reference, including the binding arbitration provision, the class action waiver, and Delaware governing law.

15. Contact

Billing and cancellation: billing@getsuperagent.com — Legal notices: legal@getsuperagent.com — SUPERAGENT AI, Inc., 2 Embarcadero Center, San Francisco, CA 94111

EXHIBIT 1: PLAN AND BILLING DISCLOSURE SUMMARY

This summary is provided for clarity and does not replace the terms above. Where this summary conflicts with the body of the Agreement, the body controls.