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:

• Market Intelligence: Market intelligence gathering, competitive motion analysis, and trigger event identification.
• Narrative Synthesis: Production of role-specific assets for SDRs and AEs, including battle cards and door-opener content.
• Field Execution: Creation of marketing-layer assets including short-form video scripts, carousels, and infographics.
• Revenue Impact: Delivery of onboarding assets, account management tools, and partner enablement kits.

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 provided that the substantive value remains materially consistent.

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.

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.

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.

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.
• Exclusivity Scope: Exclusivity is limited to the specific defined category and does not preclude Ideafridge from serving Clients in adjacent markets.
• Duration: Exclusivity is maintained for the duration of the active Subscription.
• Verification: A positive availability confirmation is not a binding reservation of exclusivity; exclusivity is only secured upon execution of an Order Form.

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.
• Use Deliverables to make materially false, misleading, or deceptive claims.
• Use the Platform or Deliverables in violation of any applicable law (e.g., anti-spam, privacy laws).
• Reverse engineer, decompile, or attempt to extract Ideafridge's proprietary Narrative GTM methodology.
• Provide materially inaccurate, misleading, or fraudulent information to Ideafridge as inputs.

Ideafridge reserves the right to suspend service immediately upon discovery of a material Acceptable Use violation, pending investigation.

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.

Deliverables — Work for Hire: Subject to Client's full payment, Deliverables specifically created for Client are delivered as a work-for-hire under applicable copyright law.

Ideafridge Retained IP: Ideafridge retains all right, title, and interest in and to: (a) the Narrative GTM methodology; (b) any pre-existing tools, templates, or processes; (c) general market intelligence; and (d) any improvements or derivative works of Ideafridge's proprietary systems.

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.

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 narrative strategies, competitive intelligence, and technical methodologies.

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least reasonable care; (b) use Confidential Information solely for performing obligations under this Agreement; and (c) disclose Confidential Information only to employees or contractors with a legitimate need to know.

These confidentiality obligations survive termination of this Agreement for a period of three (3) years. With respect to trade secrets, obligations survive indefinitely.

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; and (c) its performance will not violate any applicable law.

Client representations: Client additionally represents that: (a) Client Content does not infringe the intellectual property or privacy rights of any third party; and (b) factual claims provided as input are accurate.

Ideafridge representations: Ideafridge represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

Ideafridge's total aggregate liability to Client for any claim arising out of or related to this Agreement 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.

Client indemnification: Client agrees to defend, indemnify, and hold harmless Ideafridge from any third-party claims arising out of: (a) Client's use of Deliverables in violation of applicable law; (b) Client Content infringing third-party rights; or (c) Client's breach of representations under this Agreement.

Ideafridge indemnification: Ideafridge agrees to defend, indemnify, and hold harmless Client from third-party claims alleging that Deliverables infringe the copyright or trademark rights of a third party, provided Client promptly notifies Ideafridge and provides reasonable cooperation.

Term: This Agreement commences on the date Client executes an Order Form and continues for the initial Subscription Period. Unless notice of non-renewal is provided 30 days prior, the Subscription automatically renews.

Termination for cause: Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within 15 business days.

Termination for convenience: Client may terminate a month-to-month Subscription with 30 days' written notice. Annual clients may terminate with 60 days' notice, subject to a 50% termination fee on the remaining balance.

Informal resolution: The parties agree to attempt in good faith to resolve any dispute through senior-level negotiation for up to 30 days.

Binding arbitration: If informal resolution fails, any dispute shall be finally resolved by binding arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) in Vancouver, British Columbia, Canada.

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

Governing law: This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

• Entire Agreement: This constitutes the entire agreement between the parties.
• Amendments: Must be in writing, except for Ideafridge's right to update Terms via Section 2.
• Severability: If any provision is invalid, it will be modified to make it enforceable.
• Assignment: Client may not assign this Agreement without prior written consent.
• Force Majeure: Neither party is liable for delays beyond reasonable control (excluding payments).
• Independent Contractors: Nothing creates a partnership or employment relationship.