Business Terms

Business Terms for the Team and Enterprise plans Last Updated: [launch date to be confirmed] These Business Terms ("Terms") are between your organization or business ("you") and Topolo Technology Inc. ("we", "us", or "our") and govern your use of Topolo's services, including our website, software, and related services (collectively, the "Service"), on the Team plan or an Enterprise contract. They apply together with the Data Processing Agreement (the "DPA"), which is attached and forms part of these Terms, and the Privacy Policy. By accepting these Terms, creating a Team account or using the Service, you agree to be bound by them. If you accept for an organization, you confirm you have authority to bind it. If you use the Individual plan, the Individual Terms apply instead. See section 5.8 for moving between plans.

1. Acceptance of Terms

By creating an account, accessing, or using Topolo on a Team or Enterprise plan, you acknowledge that you have read, understood, and agree to be bound by these Terms, the DPA and our Privacy Policy. If you do not agree, you must not use our Service.

2. Description of Service

Topolo is a SaaS management platform that provides unified access to multiple software applications through a single subscription and authentication system. Our Service includes: • Access to included first-party applications and separately priced marketplace applications • Agent access through MCP, CLI, and APIs, subject to permissions and applicable limits • Single sign-on across Topolo applications • User management and analytics • Customer support and documentation

3. Account Registration and Security

3.1 Account Creation and Business Use. To use our Service, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials. You confirm that you use the Service for a business, trade, professional or organizational purpose. 3.2 Account Security. • Keep your login credentials secure and confidential • Notify us immediately of any unauthorized access • Be responsible for all activities under your account • Use strong passwords and enable two-factor authentication when available 3.3 Account Termination. We may terminate an account as set out in section 13. 3.4 Suspension and Holds. We may, to the extent reasonably necessary, (a) suspend paid usage, (b) place a hold on credits, or (c) pause or limit a user, agent, credential, organization, service or provider, where we reasonably suspect abuse, fraud, a stolen or unauthorized payment method, a payment dispute or a fraud warning from a payment network or processor, a security threat, runaway automated usage, or where the law requires it. Where it is lawful and safe we will tell your billing contact the reason in general terms and offer human review and a way to appeal, and we will lift the measure when the concern is resolved. A suspension of paid usage does not by itself remove access to read and export your data, or suspend seats, unless needed for security or legal reasons. If fraud is confirmed we may cancel credits obtained by it and terminate the account. We use fraud and abuse signals, including signals from our payment provider, as described in our Privacy Policy.

4. Acceptable Use Policy

4.1 Permitted Uses. You may use our Service only for lawful purposes and in accordance with these Terms. You agree not to: • Violate any applicable laws or regulations • Infringe on intellectual property rights • Transmit harmful or malicious code • Attempt to gain unauthorized access to our systems • Use the Service for any illegal or fraudulent activities • Harass, abuse, or harm other users 4.2 Content Standards. Any content you submit through our Service must comply with our content standards and not contain: • Illegal, harmful, or offensive material • Copyrighted material without permission • Personal information of others without a lawful basis • Spam, malware, or other malicious content

5. Subscription, Credits and Billing

5.1 Plans. The Team plan is purchased per seat for each business or organization, from 1 to 50 seats. It includes every current first-party app and agent access through MCP, CLI, and APIs, plus team features: admin and roles, pooled credits and storage, per-user limits and service credentials. Agents, API keys, and service identities do not add paid seats. Separately priced premium or third-party apps require an explicit purchase and are not included. Enterprise is for more than 50 seats or any custom need and is set by a signed order form. Current prices and included allowances are available on our pricing page. 5.2 Billing and Payment (Team). • Team subscriptions bought online are sold to you by Stripe, [Stripe legal entity name and address to be confirmed], as the merchant of record. Stripe charges your payment method, adds and pays over applicable taxes, issues your receipt and pays any refund that we approve or that these Terms or the law require. Topolo provides the Service • New Team subscriptions are billed monthly or annually in advance, according to the billing cycle, currency and amount selected at checkout • The 14-day trial requires a payment method and is described in section 5.6 • Installing an included first-party app adds no license charge, and self-service onboarding has no implementation fee • Provider consumption, including model inference and messaging, is separate from included agent access and is subject to the disclosed spending controls • Payment is due upon subscription or renewal • Prices are in US dollars. Stripe adds applicable taxes at checkout where required. If you provide a valid tax ID, business tax treatment applies where the law allows; if it cannot be validated, consumer-style tax treatment applies but these Business Terms still govern • If the law treats your purchase as a consumer purchase and gives you a right to withdraw, we show the cancellation information, the model withdrawal form and the "Withdraw from contract" function at checkout and in Settings, Billing, and we honor it • Fees are non-refundable except as stated in section 4 of the DPA (refund of unused prepaid fees after a subprocessor objection) and where applicable law gives you a right to a refund Included usage allowances are shared within each organization and reset monthly at 00:00 UTC on the first day of each month, independently of the selected seat billing cycle. The usage rate card identifies each unit, included allowance and additional-usage rate. By accepting the published rate-card version at checkout, you agree that usage above the included allowances is paid from your credit balance under section 5.5. An alert does not stop usage; a hard spending limit or a zero credit balance stops further paid usage. Trial usage stops at its included limits. Agent identities do not change the number of people covered by your subscription. Customer-funded provider charges must not be duplicated as Topolo model charges. Accepted rate-card versions are retained with the purchase record. Changed usage prices apply as set out in section 5.3. 5.3 Price Changes. We may increase seat prices or usage rates by giving at least 30 days' notice to your billing contact and in the Service. An increase applies from the later of the end of the notice period and the start of your next billing period. It does not apply to a period you have already paid for or to a written quote until that quote expires. Decreases and promotions may take effect immediately. We may suspend a service immediately where a provider cost change means we cannot offer it at its published rate; we will tell you and either restore it or give 30 days' notice of the new rate. 5.4 Cancellation. You may cancel your subscription at any time. Cancellations take effect at the end of the current billing period. 5.5 Credits. *5.5.1 What credits are.* Credits are a prepaid balance used to pay for eligible usage that is not covered by your seat subscription or included allowance. Credits have no cash value, earn no interest, cannot be transferred or sold, and cannot be exchanged for cash except as the law requires. The number of credits a unit of usage costs is set by the usage rate card in force when the work starts. *5.5.2 Buying credits.* Credit top-ups are not yet available. We will publish the terms for buying credits, including expiry and refunds, before top-ups open. *5.5.3 Promotional credits.* Credits we give you, including trial credits and included monthly seat credits (promotional credits), have no cash value, cannot be refunded, and expire on the date shown in your balance. Trial credits expire at the end of the trial. Monthly seat credits expire at the end of the month (UTC) in which they are granted. *5.5.4 Order of use.* Usage draws on promotional credits first (soonest expiry first). *5.5.5 Spending limits and zero balance.* Spending limits you or we set are hard limits. When your credit balance reaches zero, or a limit is reached, new paid usage stops immediately. Work already started may finish within the amount reserved for it, and long-running work may pause with its results saved rather than fail. We do not charge your payment method for usage beyond your credit balance. Reaching zero credits or a limit is not a suspension or termination of your account. While your balance is zero: your data stays readable and exportable; export, privacy and account-management functions are not blocked; and only paid usage and writes above your included allowance stop. 5.6 Trials. The trial lasts 14 days and requires a payment method, which we verify before trial credits are issued. We allow one trial per organization and per payment card. Trial credits (currently 500 a seat, pooled) are promotional credits and expire at the end of the trial. Unless you cancel before the trial ends, your subscription starts and the first seat fee shown at checkout is charged. We will remind you 3 days and 1 day before the trial ends. If you do not convert, the workspace becomes read-only and exportable, and we delete your data 30 days after the trial ends unless you ask us to delete or return it sooner or the law requires us to keep it. 5.8 Moving between plans. *(a) Individual to Team.* If your account is on the Individual plan and you invite a second user, buy a second seat, or choose to move to Team because you use the Service for your business, the account converts to the Team plan in place: same account, data, apps, credentials, history and storage. Before it converts, the account owner must accept these Business Terms and the DPA, confirm authority to bind the business or organization, and be shown this plain list of what changes, which we also show on the switch screen: • Disputes are resolved by binding arbitration, not in court, except in small claims court. The Individual Terms require no arbitration. • Individual-only rights, such as the right to withdraw from a new subscription within 14 days, apply to the Team subscription only if the law or our payment provider treats you as a consumer. Rights that have already arisen under your Individual plan are not affected. • You confirm you use the Service for a business, trade, professional or organizational purpose, and the consumer protections for that use no longer apply. • Your price and allowances change to the Team price and pooled allowances. • The Data Processing Agreement applies to personal data already in the account. A second user is not added until the owner accepts. From that date the Individual Terms stop applying for the future. Promotional and included credits for the month carry to month end, then the Team allowances (pooled) apply. If the owner does not accept, the account stays on the Individual plan with one user. *(b) Team to Individual.* A Team account can move to Individual only when one member remains and the owner chooses to. Team-only features (admin and roles) switch off and their data stays retained as set out in the DPA. Allowances shrink to the Individual allowances; data is never removed without the storage process that applies, and a zero balance alone never triggers deletion. The owner then accepts the Individual Terms. *(c) Team to Enterprise.* By signed order form, for more than 50 seats or any custom need. 5.9 Enterprise and contract invoices. For Enterprise contracts and any amount invoiced by Topolo under an order form, Topolo Technology Inc. is the seller. We issue the invoice, add applicable taxes, and any refund or credit is paid by us as the order form provides. Stripe's role, if you pay an invoice by card, is limited to processing the payment. Section 5.2 does not apply to those invoices.

6. Third-Party Applications

6.1 Integration Services. Our Service provides access to third-party applications. Your use of these applications is governed by their respective terms of service and privacy policies. 6.2 Third-Party Responsibility. We are not responsible for the availability, content, or policies of third-party applications. Any disputes regarding third-party services should be resolved directly with the service provider.

7. Intellectual Property

7.1 Our Rights. Topolo and its original content, features, and functionality are owned by us and are protected by copyright, trademark, and other intellectual property laws. 7.2 Your Rights. You retain ownership of any content you submit through our Service, subject to the license granted to us below. 7.3 License Grant. By using our Service, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display your content as necessary to provide the Service.

8. Privacy and Data Protection

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Data Processing Agreement is attached to these Terms, forms part of them and governs our processing of personal data on your behalf. You accept it when you accept these Terms. Its mandatory data-protection and transfer provisions prevail over conflicting terms to the extent required by applicable law.

9. Disclaimers and Limitations

9.1 Service Availability. We strive to provide reliable service but cannot guarantee 100% uptime. Usage that stops because your credit balance is zero, a spending limit is reached, or a measure under section 3.4 applies is not a failure of the Service. The Service is provided "as is" without warranties of any kind, to the extent the law allows. 9.2 Limitation of Liability. To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, or consequential damages arising from your use of the Service. 9.3 Maximum Liability. Our total liability to you for any claims arising from these Terms or your use of the Service shall not exceed the amount you paid in the 12 months preceding the claim. 9.4 Limits on these limits. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including for fraud, or death or personal injury caused by negligence.

10. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from your violation of these Terms or your use of the Service.

11. Dispute Resolution

11.1 Governing Law. These Terms are governed by the laws of the State of Delaware, United States of America, without regard to conflict of law principles. 11.2 Arbitration. Any disputes arising from these Terms shall be resolved through binding arbitration rather than in court, except for claims that may be brought in small claims court.

12. Changes to Terms

We may update these Terms from time to time. We will notify you of significant changes by email or through our Service. Continued use of the Service after changes constitutes acceptance of the new Terms. Price changes are governed by section 5.3.

13. Termination

13.1 Termination by You. You may terminate your account at any time by canceling your subscription through your account settings or contacting support. 13.2 Termination by Us. We may terminate your account immediately if you materially breach these Terms, commit fraud, create a security risk, or where the law requires. Otherwise we may terminate on 30 days' notice. Suspension is governed by section 3.4. 13.3 Effect of Termination. When your account ends, your right to use the Service ends, except that for 30 days (the export period) you may read and export your data. We will return or delete Customer Personal Data as set out in the DPA, and we will delete the rest of your data after the export period, subject to legal holds and the backup cycle described in the DPA. Running out of credits, reaching a spending limit or a suspension under section 3.4 does not end the account or start the export period. Unused credits end when the account closes.

14. Miscellaneous

14.1 Entire Agreement. These Terms, together with the DPA, our Privacy Policy and any order form, constitute the entire agreement between you and Topolo Technology Inc. 14.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. 14.3 Assignment. You may not assign your rights under these Terms without our written consent. We may assign our rights without restriction. 14.4 Contact Information. If you have questions about these Terms, please contact us at legal@topolo.io. Address: Topolo Technology Inc., 16958 Coastal Highway, Lewes, Delaware, 19952, United States.