Terms of Service.

The following capitalized terms have the meanings set forth below throughout this Agreement:

By (a) clicking "Request Access" or a similar acceptance button, (b) executing an Order Form referencing this Agreement, (c) accessing or using any feature of the Platform, or (d) submitting an availability inquiry, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Protocol, which is incorporated herein by reference.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Platform.

We reserve the right to modify these Terms at any time. Material changes will be communicated with at least 30 days' advance written notice. Your continued use of the Platform following the effective date of any modification constitutes acceptance of the updated Terms.

Ideafridge provides a productized Narrative Operations service that functions as a continuous GTM intelligence and execution system. The core service operates across four phases:

• Signal Phase: Market intelligence gathering, competitive motion analysis, and trigger event identification to determine the priority narrative for each deployment cycle.
• Tip Phase (Direct Attack): Production of role-specific assets for SDRs and AEs, including battle cards, objection-handling frameworks, and prospect-specific door-opener content.
• Force Phase (Air Cover): Creation of marketing-layer assets including short-form video scripts, carousel structures, infographics, and whitepaper alternatives optimized for social-first distribution.
• Grip Phase (Retention): Delivery of onboarding assets, account management tools, and partner enablement kits designed to extend narrative coherence post-sale.

Specific deliverable volumes, deployment cadences, response SLAs, and included features are determined by the Client's active Subscription tier and set forth in the applicable Order Form. Ideafridge reserves the right to adjust or evolve specific service features, delivery formats, and supporting tools, provided that the substantive value and scope of services remains materially consistent with the Client's Subscription tier.

Ideafridge offers three subscription tiers. Pricing, SLAs, and included features for each tier are as follows (subject to the specific terms of your executed Order Form):

Billing: Subscriptions are billed monthly in advance, unless an annual billing arrangement is specified in the Order Form. All fees are due within 15 days of invoice date. Overdue balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Taxes: All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, GST, and similar taxes arising from the provision of services, except for taxes on Ideafridge's net income.

Fee Adjustments: Ideafridge may adjust subscription fees at any time upon 60 days' written notice. If Client does not agree to the revised fees, Client may terminate the Subscription effective at the end of the then-current Subscription Period by providing written notice within 30 days of receiving the fee adjustment notice.

Non-Refundable: All fees paid are non-refundable except as expressly set forth in Section 13 (Termination) or as required by applicable law.

A core element of the Ideafridge value proposition is its category exclusivity model. Ideafridge will not simultaneously provide services to more than one active Client operating in the same defined market category (e.g., SIEM, ERP, FinTech). This section governs the terms of that exclusivity.

• Category Definition: Each Client's exclusive category is defined and agreed upon at the time of onboarding and documented in the applicable Order Form. Category definitions are based on Client's primary product offering and target buyer persona.
• Exclusivity Scope: Exclusivity is limited to the specific defined category and does not preclude Ideafridge from serving Clients in adjacent, upstream, or downstream markets unless those markets are explicitly included in the defined category.
• Duration: Exclusivity is maintained for the duration of the active Subscription. Exclusivity lapses upon termination or expiration of the Subscription and a 30-day wind-down period.
• Verification: Ideafridge will verify category availability upon submission of an availability inquiry. A positive availability confirmation is not a binding reservation of exclusivity; exclusivity is only secured upon execution of an Order Form and receipt of the first payment.
• Disputes: In the event of a good-faith dispute regarding category overlap, the parties will negotiate in good faith to resolve the issue within 15 business days. If unresolved, the matter will be escalated to the arbitration process in Section 14.

Client agrees to use the Platform and all Deliverables solely for lawful, internal business purposes in connection with its own go-to-market operations. Client shall not, and shall not permit any third party to:

• Resell, sublicense, or commercially redistribute Deliverables or Platform access to third parties, including as part of a managed service offering, without prior written consent from Ideafridge
• Use Deliverables to make materially false, misleading, or deceptive claims about Client's products, services, or competitors
• Use the Platform or Deliverables in violation of any applicable law, including but not limited to laws governing unfair competition, false advertising, consumer protection, data privacy, and anti-spam
• Reverse engineer, decompile, or attempt to extract Ideafridge's proprietary NarrativeOps methodology, frameworks, or processes for the purpose of replicating or competing with the Platform
• Provide materially inaccurate, misleading, or fraudulent information to Ideafridge as inputs to the intelligence and content development process
• Attempt to access any system, database, or account of Ideafridge for which Client has not been expressly authorized

Ideafridge reserves the right to suspend service immediately upon discovery of a material Acceptable Use violation, pending investigation. Confirmed violations may result in permanent termination of the Subscription without refund.

Client Content: Client retains all right, title, and interest in and to Client Content. Client grants Ideafridge a limited, non-exclusive, royalty-free license to use, process, and reproduce Client Content solely for the purpose of delivering services under this Agreement. This license terminates upon the conclusion of the Subscription.

Deliverables — Work for Hire: Subject to Client's full payment of all applicable fees, Deliverables that are specifically created for Client under this Agreement (custom battle cards, branded narrative assets, Client-specific content) are delivered to Client as a work-for-hire under applicable copyright law. Upon full payment, Client owns the copyright in the final Deliverables.

Ideafridge Retained IP: Notwithstanding the foregoing, Ideafridge retains all right, title, and interest in and to: (a) the NarrativeOps methodology, including the four-phase framework, role-specific deployment architecture, and market signal processing models; (b) any pre-existing tools, templates, frameworks, or processes used in the creation of Deliverables; (c) general market intelligence and industry research that is not specific to Client; and (d) any improvements, enhancements, or derivative works of Ideafridge's proprietary systems arising from the performance of services.

License to Retained IP: Ideafridge grants Client a perpetual, non-exclusive, non-transferable license to use any Retained IP embedded in the Deliverables, solely as part of those Deliverables and for Client's internal business purposes.

Each party ("Receiving Party") acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party ("Disclosing Party") ("Confidential Information"), including but not limited to: narrative strategies, competitive intelligence, pricing terms, product roadmaps, customer data, business plans, and technical methodologies.

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or agents with a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is disclosed with the prior written consent of the Disclosing Party.

These confidentiality obligations survive termination of this Agreement for a period of three (3) years. With respect to trade secrets, obligations survive indefinitely or for the maximum period permitted by applicable law.

Mutual representations: Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation of such party; and (c) its performance under this Agreement will not violate any applicable law or regulation, or any agreement with a third party.

Client representations: Client additionally represents and warrants that: (a) Client Content does not infringe the intellectual property rights, privacy rights, or any other rights of any third party; (b) any factual claims Client provides as input to Ideafridge's intelligence process are, to Client's knowledge, accurate and not materially misleading; and (c) Client has all necessary rights and permissions to share Client Content with Ideafridge for the purpose of service delivery.

Ideafridge representations: Ideafridge represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards, and that to Ideafridge's knowledge, Deliverables will not infringe the intellectual property rights of any third party.

Ideafridge's total aggregate liability to Client for any claim arising out of or related to this Agreement — whether based on contract, tort, strict liability, or otherwise — shall not exceed the total fees actually paid by Client to Ideafridge in the three (3) months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the form of action and regardless of whether any limited remedy set forth in this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages; to the extent such limitations are prohibited by applicable law, they are modified only to the minimum extent necessary.

Client indemnification: Client agrees to defend, indemnify, and hold harmless Ideafridge and its officers, directors, employees, agents, and successors from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of Deliverables in violation of applicable law; (b) Client Content infringing the rights of any third party; (c) Client's breach of any representation, warranty, or obligation under this Agreement; or (d) any claims by Client's customers, prospects, or competitors arising from content deployed by Client using Deliverables.

Ideafridge indemnification: Ideafridge agrees to defend, indemnify, and hold harmless Client from and against third-party claims alleging that Deliverables infringe the copyright or trademark rights of a third party, provided that Client: (a) promptly notifies Ideafridge in writing of the claim; (b) gives Ideafridge sole control of the defense and settlement; and (c) provides reasonable cooperation. This indemnification does not apply to claims arising from Client's modification of Deliverables or combination of Deliverables with Client's own materials.

Term: This Agreement commences on the date Client executes an Order Form or otherwise accepts these Terms and continues for the initial Subscription Period specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Period, the Subscription will automatically renew for successive periods equal in duration to the initial Subscription Period.

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 15 business days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or liquidator appointed; or (c) commences or has commenced against it any bankruptcy or insolvency proceeding.

Termination for convenience: Client may terminate a month-to-month Subscription with 30 days' written notice. Annual Subscription clients may terminate for convenience upon 60 days' written notice, subject to a termination fee equal to 50% of the remaining prepaid fees for the unused balance of the annual term.

Effect of termination: Upon termination: (a) all licenses granted to Client survive solely to the extent of Deliverables already paid for and delivered; (b) Client will cease using any access credentials or platform tools; (c) each party will promptly return or destroy the other party's Confidential Information upon request; and (d) all payment obligations for services rendered through the termination date remain due and payable. Sections 7, 8, 10, 11, 12, 14, and 15 survive termination.

Informal resolution: Before initiating any formal dispute process, the parties agree to attempt in good faith to resolve any dispute through senior-level negotiation. Either party may invoke this process by sending written notice identifying the dispute. The parties will meet (in person or remotely) within 15 business days of such notice and negotiate in good faith for up to 30 days.

Binding arbitration: If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be finally resolved by binding arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) under its Domestic Commercial Arbitration Rules. The arbitration shall take place in Vancouver, British Columbia, Canada. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions: Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from the Supreme Court of British Columbia to prevent irreparable harm, including in connection with breaches of confidentiality or intellectual property obligations, pending the outcome of arbitration.

Class action waiver: ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Governing law: This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding any conflict of law principles that would apply the laws of another jurisdiction. The parties attorn to the exclusive jurisdiction of the courts of British Columbia for any matter not subject to arbitration.

• Entire Agreement: This Agreement, together with all executed Order Forms and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.
• Amendments: No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties, except for Ideafridge's right to update these Terms as described in Section 2.
• Waiver: A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
• Assignment: Client may not assign this Agreement or any of its rights or obligations hereunder without Ideafridge's prior written consent. Ideafridge may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to Client. Any purported assignment in violation of this section is void.
• Force Majeure: Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions, provided that the affected party provides prompt written notice and uses reasonable efforts to resume performance.
• Notices: All notices must be in writing and delivered by email with confirmation of receipt, or by nationally recognized overnight courier to Ideafridge's registered address in British Columbia. Notices to Ideafridge should be sent to legal@ideafridge.com. Email delivery is deemed received on the next business day following confirmed transmission.
• No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not create any third-party beneficiary rights.
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

For legal inquiries, contract matters, or to exercise any right under this Agreement, please contact Ideafridge using the details below. Please include a clear subject line and your company name in all correspondence.