SUBSCRIPTION AGREEMENT & END USER LICENSE AGREEMENT

Effective Date: June 26, 2026
Provider: We Are Aptly, Inc. (DBA Aptosi)

BY CLICKING “I AGREE,” SIGNING AN ORDER FORM, OR ACCESSING OR USING THE SERVICE, THE CUSTOMER ENTITY IDENTIFIED IN THE ORDER FORM (OR, IF NO ORDER FORM, THE ENTITY WHOSE PERSONNEL ACCESS THE SERVICE) AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY.

1. Definitions

As used in this Agreement:

“Agreement” means this Subscription Agreement & EULA, together with any Order Form, and Aptosi’s Privacy Policy (aptosi.com/privacy), each incorporated herein by reference.
“Aptosi,” “we,” “us,” or “our” means We Are Aptly, Inc., a Delaware corporation doing business as Aptosi, headquartered in Palo Alto, California.
“Customer,” “you,” or “your” means the entity or individual that has executed an Order Form or accepted this Agreement.
“Service” means the Aptosi AP fraud detection and document intelligence platform, including the Dashboard, API integrations with Google Workspace and Microsoft 365, the Chrome Browser Extension, and any associated AI agents (collectively, the “Aptosi Agent & Platform”), as well as any updates, enhancements, or new features Aptosi makes generally available.
“Customer Data” means all data, content, and materials submitted to or processed by the Service by or on behalf of Customer, including email content, invoice documents, vendor records, and extracted financial data.
“Authorized User” means Customer’s employees or contractors who are permitted to access the Service under Customer’s subscription.
“Subscription Term” means the period during which Customer has a valid paid or free-tier subscription, as specified in an Order Form or at sign-up.
“Order Form” means any written or electronic order, sales agreement, or statement of work specifying the subscription tier, commercial terms, and any other terms agreed upon by the parties.
“Aptosi IP” means the Service, underlying AI models and algorithms, software, documentation, and all intellectual property owned or licensed by Aptosi.

2. License Grant

2.1 Subscription License

Subject to Customer’s compliance with this Agreement and the terms of an executed Order Form, Aptosi grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes (accounts-payable fraud detection and document intelligence).

2.2 Chrome Extension

The Chrome Browser Extension component of the Service is licensed under the same terms as the broader Service. Installation and use is permitted for Authorized Users only.

2.3 No Implied Licenses

Except for the rights expressly granted in this Agreement, Aptosi reserves all rights in and to the Service and Aptosi IP. No implied licenses are granted.

3. Customer Data, Vendor Intelligence, and the Global Vendor Database

3.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Aptosi acquires no ownership rights in Customer Data by virtue of this Agreement.

3.2 License to Process Customer Data

Customer grants Aptosi a limited, non-exclusive license to access, process, and use Customer Data solely as necessary to: (a) provide and operate the Service; (b) monitor performance and availability; (c) respond to support requests; and (d) comply with legal obligations. This license terminates upon expiration or termination of the Subscription Term, subject to retention obligations in Aptosi’s Privacy Policy.

3.3 Global Vendor Database – Opt-In Contribution

Aptosi maintains a Global Vendor Database (“GVD”) that helps improve fraud detection accuracy across the platform. Contribution of Customer vendor data to the GVD is governed as follows:

All Tiers – Default Off: Contribution of Customer vendor data to the GVD is opt-in only across all subscription tiers. Aptosi will not incorporate Customer vendor data into the GVD without Customer’s affirmative election in account settings.
Opt-In: Customers who elect to contribute grant Aptosi a non-exclusive license to use de-identified and aggregated vendor data to train and improve fraud detection models. Upon opt-out, Aptosi will cease incorporating new Customer vendor data into the GVD and will use commercially reasonable efforts to remove previously contributed data within 90 days, except where removal is technically infeasible due to aggregation.
No Competitive Use: Aptosi will not use Customer Data to directly compete with Customer or to provide targeted intelligence about Customer’s specific vendor relationships to Customer’s competitors.
De-identification: Any vendor data incorporated into the GVD will be de-identified in accordance with reasonable industry standards such that it cannot reasonably be re-associated with Customer.

3.4 Aggregated Analytics

Aptosi may derive and use aggregated, anonymized statistical data from use of the Service (e.g., detection rates, document processing volumes) for benchmarking, product improvement, and marketing. Such aggregated data will not identify Customer or any individual.

4. Confidentiality

4.1 Obligations

Each party (“Receiving Party”) agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to exercise rights and fulfill obligations under this Agreement.

4.2 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Customer Data is Customer’s Confidential Information. Aptosi’s pricing, technology, and product roadmap are Aptosi’s Confidential Information.

4.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permissible) and cooperates with any protective order.

5. Subscription Terms

The Service is available on Standard and Enterprise subscription tiers. Fees, billing cadence, payment terms, auto-renewal provisions, and any applicable taxes are governed exclusively by the Order Form or sales agreement executed between Aptosi and Customer. In the event of any conflict between an Order Form and this Agreement with respect to commercial terms, the Order Form controls.

6. Acceptable Use

Customer and Authorized Users shall not:

Use the Service for any unlawful purpose or in violation of any applicable law or regulation
Attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from the Service or any Aptosi IP
Resell, sublicense, timeshare, or otherwise make the Service available to third parties outside Customer’s organization without Aptosi’s prior written consent
Use the Service to develop a competing product or service, or to benchmark the Service for publication without Aptosi’s written consent
Introduce malicious code, conduct penetration testing, or intentionally overload Service infrastructure without prior written authorization
Attempt to circumvent or disable any fraud detection, security, or access control features of the Service
Submit data to the Service that Customer does not have the right to process or that violates any third-party rights

Aptosi reserves the right to suspend access immediately (without prior notice) if it reasonably determines Customer is in material violation of this Section, and to provide written notice of such suspension within 24 hours.

7. Intellectual Property

7.1 Aptosi IP

Aptosi retains all right, title, and interest in and to the Service and all Aptosi IP, including all updates, enhancements, and derivatives thereof. No rights are transferred to Customer except the limited license in Section 2.

7.2 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Service (“Feedback”), Customer grants Aptosi a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Service or other products, without any obligation to Customer.

7.3 Customer Marks

Aptosi may identify Customer as a customer on its website and in marketing materials using Customer’s name and logo, subject to Customer’s reasonable trademark usage guidelines provided in writing. Customer may revoke this permission at any time with 30 days’ written notice.

8. Representations, Warranties, and Disclaimers

8.1 Mutual Representations

Each party represents that: (a) it has the legal authority to enter into this Agreement; and (b) its performance will not violate any agreement or obligation with a third party.

8.2 Aptosi Service Warranty

Aptosi warrants that during the Subscription Term the Service will perform materially in accordance with its then-current documentation. Customer’s sole and exclusive remedy for breach of this warranty is, at Aptosi’s option: (a) use of commercially reasonable efforts to correct the non-conformance; or (b) a pro-rata refund of prepaid fees for the affected period if Aptosi cannot correct the non-conformance within 30 days of notice.

8.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” APTOSI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. APTOSI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. THE SERVICE IS DESIGNED TO ASSIST HUMAN REVIEWERS IN FRAUD DETECTION; IT IS NOT A GUARANTEE AGAINST FRAUD LOSS. APTOSI MAKES NO WARRANTY REGARDING RESULTS OR OUTCOMES FROM USE OF THE SERVICE.

9. Limitation of Liability

9.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Direct Damages

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO APTOSI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (USD $100).

9.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section 9 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Aptosi would not enter into this Agreement without these limitations.

10. Indemnification

10.1 Aptosi Indemnification

Aptosi will defend Customer against any third-party claim alleging that the Service, as provided by Aptosi and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. Aptosi will pay resulting court-awarded damages or settlement amounts approved by Aptosi. This obligation does not apply if the claim arises from: (a) Customer’s modification of the Service; (b) combination of the Service with third-party products not provided by Aptosi; or (c) Customer’s use of the Service in violation of this Agreement.

10.2 Customer Indemnification

Customer will defend Aptosi against any third-party claim arising from: (a) Customer Data (including claims that Customer lacked rights to submit such data); (b) Customer’s breach of this Agreement; or (c) Customer’s violation of applicable law. Customer will pay resulting court-awarded damages or settlement amounts approved by Customer.

10.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without its consent); and (c) provide reasonable cooperation.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date and continues until all Subscription Terms expire or are terminated in accordance with this Section.

11.2 Termination for Convenience

Either party may terminate this Agreement for any reason by providing 30 days’ written notice to the other party. Refunds upon termination for convenience, if any, are governed by the applicable Order Form.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

11.4 Effect of Termination

Upon expiration or termination: (a) all licenses granted to Customer terminate; (b) Customer must cease all use of the Service; (c) Aptosi will make Customer Data available for export for 30 days following termination, after which Aptosi may delete Customer Data in accordance with its Privacy Policy; and (d) any accrued obligations under an Order Form and Sections 1, 4, 7, 8.3, 9, 10, 12, and 13 survive termination.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through escalation to senior management for a period of 30 days after written notice of the dispute.

12.3 Binding Arbitration

If the parties cannot resolve a dispute informally, it shall be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules, with a single arbitrator, conducted in Santa Clara County, California. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief in any court of competent jurisdiction without waiving arbitration rights.

12.4 Class Action Waiver

EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

12.5 Venue for Injunctive Relief

For interim or emergency relief not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in Santa Clara County, California.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any Order Forms and Aptosi’s Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

13.2 Order of Precedence

In the event of conflict, the order of precedence is: (1) any signed Order Form; (2) this Agreement; (3) Aptosi’s Privacy Policy. Customer purchase orders or similar documents have no legal effect and are for Customer’s administrative purposes only.

13.3 Amendments

Aptosi may update this Agreement from time to time. For material changes, Aptosi will provide at least 30 days’ advance notice via email or in-product notification. Continued use of the Service after the effective date of any update constitutes acceptance. If Customer objects to a material change, Customer may terminate this Agreement for convenience before the change takes effect; any refund for prepaid fees shall be governed by the applicable Order Form.

13.4 Assignment

Customer may not assign this Agreement or any rights hereunder without Aptosi’s prior written consent (not to be unreasonably withheld). Aptosi may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

13.5 Severability

If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

13.6 Waiver

Failure or delay by either party to enforce any provision does not constitute a waiver of future enforcement of that or any other provision.

13.7 Force Majeure

Neither party is liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, internet outages, or government actions, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

13.8 Notices

Legal notices must be in writing and delivered to legal@aptosi.com (for Aptosi) or to the email address on Customer’s account (for Customer). Notices are deemed received upon confirmed delivery.

13.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

13.10 Export Compliance

Customer agrees to comply with all applicable export and re-export control laws and regulations, including U.S. Export Administration Regulations. Customer represents that it is not located in, or a national of, any country subject to U.S. embargo.

14. Contact Information

For legal notices, contract inquiries, or questions about this Agreement:

Company: We Are Aptly, Inc. (DBA Aptosi)
Address: Palo Alto, CA, USA
Legal / Contracts: legal@aptosi.com
Privacy: privacy@aptosi.com
Support: support@aptosi.com