Legal

Master Subscription Terms

Version March 12, 2026

These Master Subscription Terms (the “Terms”) are entered into by and between Alpacapalooza, Inc. d/b/a Melrose (“Melrose”) and the customer identified in the applicable Order Form (“Customer”). These Terms govern each Order Form executed by the parties that references these Terms. By executing an Order Form, Customer agrees to be bound by these Terms.

The applicable Order Form, any attached Statement of Work or exhibit, and these Terms together form the “Agreement.” If there is a conflict between these Terms and an Order Form or SOW, the Order Form or SOW controls solely with respect to the Services purchased under that Order Form, including scope, deliverables, pricing, usage rates, billing commencement, service capacity, implementation terms, and any expressly stated service-specific terms; otherwise, these Terms control.

The version of these Terms identified in the applicable Order Form will control for that Order Form. Any later changes to these Terms will apply only to future Order Forms unless the parties agree otherwise in a written amendment signed by both parties.

Any terms in any purchase order, procurement document, vendor onboarding form, portal, invoice portal, or similar customer document are void and of no effect unless expressly accepted by Melrose in a written amendment signed by both parties.

1. Definitions

“Authorized User” means an employee, contractor, or agent of Customer authorized by Customer to use the Services on Customer’s behalf.

“Customer Data” means non-public data, content, files, records, documents, messages, attachments, and other information submitted to, transmitted through, or made available to Melrose by or on behalf of Customer in connection with the Services.

“Documentation” means Melrose’s user or technical documentation for the Services, if any, made available by Melrose to Customer.

“Implementation Services” means onboarding, configuration, integration, mapping, testing, training, or other professional services identified in an Order Form or SOW.

“Order Form” means an ordering document, proposal, quote, or statement of work executed by the parties that references these Terms and describes the Services, fees, initial term, service capacity, implementation services, or other commercial terms.

“Service Data” means data and information relating to the provision, use, support, security, operation, or performance of the Services and related systems, including usage data, telemetry, logs, metadata, and data derived from Customer Data in de-identified or aggregated form. Service Data does not include Customer Data in identifiable form.

“Services” means the software, integrations, automation services, hosted services, support, and other offerings described in an Order Form.

2. Provision of Services

Subject to the terms of this Agreement, Melrose will provide the Services and any Implementation Services described in the applicable Order Form.

During the Term, Melrose grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business operations and solely in accordance with this Agreement.

Melrose may use affiliates, contractors, and subprocessors to perform the Services, provided Melrose remains responsible for their performance as required under this Agreement.

Melrose may modify, update, improve, or enhance the Services from time to time. Melrose will not materially reduce the core functionality of the Services purchased under an active Order Form during the applicable Term, except as required for security, legal, regulatory, or third-party dependency reasons.

3. Customer Responsibilities

Customer is responsible for all use of the Services under its accounts, including all acts and omissions of its Authorized Users.

Customer will:

1. provide timely cooperation, decisions, approvals, system access, credentials, endpoints, configurations, testing participation, and other information reasonably needed for Melrose to provide the Services;
2. designate a primary point of contact with authority to make decisions;
3. maintain the security and confidentiality of its accounts, credentials, systems, and devices;
4. ensure that Customer Data and Customer’s use of the Services comply with applicable laws and regulations; and
5. obtain and maintain all rights, licenses, consents, permissions, and authorizations necessary for Melrose to access, use, transmit, process, and integrate with Customer Data and any third-party systems, platforms, portals, or accounts used in connection with the Services.

Customer represents and warrants that it has the right to provide Customer Data to Melrose and to authorize Melrose to access Customer’s and applicable third-party systems as contemplated by this Agreement.

4. Restrictions

Customer will not, and will not permit any third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying ideas, structure, or algorithms of the Services;
2. modify, translate, copy, or create derivative works of the Services, except to the extent expressly permitted by applicable law and incapable of contractual waiver;
3. license, sublicense, sell, resell, rent, lease, transfer, distribute, time-share, or otherwise make the Services available to third parties, except for Authorized Users acting on Customer’s behalf;
4. use the Services to build, benchmark for public competitive comparison, or help create a competing product or service;
5. remove, obscure, or alter proprietary notices or labels;
6. bypass or circumvent security features, access controls, or usage limitations of the Services;
7. use the Services in violation of applicable law, including export control and sanctions laws; or
8. use the Services except as expressly permitted under this Agreement.

5. Third-Party Systems and Dependencies

The Services may connect to or interoperate with Customer systems and third-party systems, including TMS platforms, trade partner systems, email systems, portals, APIs, FTP or sFTP environments, cloud storage, and other software or infrastructure not controlled by Melrose.

Customer authorizes Melrose to access and interact with such systems as necessary to provide the Services.

Melrose is not responsible for outages, delays, failures, changes, data errors, format changes, credential issues, downtime, security restrictions, API limitations, deprecations, or other acts or omissions of Customer or third-party systems. Delays caused by Customer or third parties will reasonably extend Melrose’s performance timelines.

6. Confidentiality

Each party (the “Receiving Party”) may receive non-public business, technical, financial, or other confidential information of the other party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”).

Melrose’s Confidential Information includes the Services, Software, Documentation, pricing, non-public product information, and non-public information regarding the features, functionality, performance, and security of the Services. Customer’s Confidential Information includes Customer Data and Customer’s non-public business and technical information.

The Receiving Party will:

1. use the Disclosing Party’s Confidential Information only as necessary to perform or receive the Services or otherwise exercise its rights under this Agreement; and
2. protect such Confidential Information using reasonable care, and in no event less than the care it uses to protect its own similar confidential information.

The Receiving Party may disclose Confidential Information only to employees, contractors, affiliates, subprocessors, professional advisers, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available without breach of this Agreement;
2. was already lawfully known to the Receiving Party without restriction before disclosure;
3. is lawfully received from a third party without restriction; or
4. was independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives prior notice to the Disclosing Party when legally permitted and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or protective relief.

The confidentiality obligations in this Section will continue for five (5) years after disclosure, except that trade secrets will remain protected for so long as they qualify as trade secrets under applicable law.

7. Customer Data; Service Data; Intellectual Property

As between the parties, Customer owns all right, title, and interest in and to the Customer Data.

Customer grants Melrose a non-exclusive, worldwide, limited right during the Term to host, store, reproduce, transmit, display, adapt, parse, map, transform, use, and otherwise process Customer Data as necessary to provide, maintain, support, secure, and improve the Services and to perform any Implementation Services.

As between the parties, Melrose owns and retains all right, title, and interest in and to:

1. the Services, Software, Documentation, and all improvements, enhancements, modifications, configurations, mappings, workflows, templates, models, automations, know-how, and derivative works thereof;
2. all technology, software, inventions, tools, methods, and materials developed or used by Melrose in connection with the Services or Implementation Services; and
3. all intellectual property rights in and to the foregoing.

Service Data is not Customer Data. Melrose may collect, create, use, analyze, disclose, and otherwise exploit Service Data to provide, operate, secure, support, maintain, improve, and enhance the Services and other Melrose offerings, including to develop, train, validate, and improve algorithms and machine learning models, provided that Melrose will not disclose Customer Data in identifiable form and will not use Customer content across customers for model training except in de-identified or aggregated form or as otherwise expressly agreed in writing.

Customer may provide suggestions, comments, ideas, or feedback relating to the Services (“Feedback”). Customer grants Melrose a perpetual, irrevocable, worldwide, royalty-free right to use and exploit Feedback without restriction or obligation.

Except for the limited rights expressly granted in this Agreement, no rights or licenses are granted by either party, whether by implication, estoppel, or otherwise.

8. Security

Melrose will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Customer is responsible for maintaining the security of its own systems, accounts, credentials, devices, networks, and environments.

If Melrose becomes aware of a confirmed unauthorized access to Customer Data in Melrose’s systems that materially affects Customer, Melrose will notify Customer without unreasonable delay and provide reasonably available information concerning the incident.

9. Fees and Payment

Customer will pay the fees set forth in each Order Form.

Unless otherwise stated in the applicable Order Form:

1. implementation fees are invoiced at project kickoff;
2. subscription and recurring fees are invoiced monthly in advance;
3. usage-based fees are invoiced monthly in arrears; and
4. invoices are due net thirty (30) days from the invoice date.

If Customer’s use exceeds the purchased service capacity or otherwise results in additional fees under the applicable Order Form, Melrose may invoice Customer for such additional usage and Customer will pay those amounts in accordance with this Agreement.

Amounts not paid when due may accrue a finance charge of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is lower, plus reasonable costs of collection.

Customer must notify Melrose in writing of any good-faith fee dispute within sixty (60) days after the invoice date. Failure to do so waives the dispute. Customer will timely pay all undisputed amounts.

Fees are non-cancelable and non-refundable except as expressly stated in this Agreement.

Customer is responsible for all taxes, duties, levies, and similar governmental charges arising from the Services, excluding taxes based on Melrose’s net income.

10. Term; Suspension; Termination

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.

Each Order Form will remain in effect for its initial term and any renewal terms stated in that Order Form, unless earlier terminated in accordance with this Agreement.

Melrose may suspend access to the Services immediately upon notice if:

1. Customer is past due on undisputed amounts;
2. Customer’s use poses a security risk, legal risk, or risk of harm to the Services or others;
3. required by law or at the direction of a government authority; or
4. Customer materially breaches the restrictions in this Agreement.

Either party may terminate this Agreement or an affected Order Form for material breach by the other party if such breach remains uncured thirty (30) days after written notice, except that Melrose may terminate immediately for nonpayment or for breaches of Section 4.

Upon expiration or termination:

1. Customer’s right to access and use the affected Services ends;
2. Customer will pay all accrued fees and any amounts due for Services rendered through the effective date of termination; and
3. each party will return or destroy the other party’s Confidential Information upon written request, except as otherwise required by law or retained in routine backups.

For thirty (30) days after termination, if Customer requests it in writing and all amounts due have been paid, Melrose will use commercially reasonable efforts to make Customer Data available for export or retrieval in a reasonable format, if commercially feasible. After that period, Melrose may delete Customer Data except as prohibited by law.

Sections that by their nature should survive will survive expiration or termination, including payment obligations accrued before termination, confidentiality, intellectual property, disclaimers, indemnity, limitation of liability, and miscellaneous terms.

11. Limited Warranty

Melrose warrants that:

1. it will provide the Services in a manner consistent with reasonable industry standards; and
2. it will perform Implementation Services in a professional and workmanlike manner.

Customer’s exclusive remedy, and Melrose’s sole liability, for breach of this Section will be for Melrose to re-perform the nonconforming Services or Implementation Services, or if Melrose cannot do so within a commercially reasonable time, terminate the affected Order Form and refund any prepaid fees for the affected Services covering the period after termination.

12. Disclaimer

Except as expressly provided in Section 11, the Services, Implementation Services, Software, Documentation, and all related materials are provided “as is” and “as available.” Melrose disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

Melrose does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected, or that the Services will achieve any specific business outcome, unless expressly stated in an Order Form.

13. Indemnity

Melrose will defend Customer against any third-party claim alleging that the Services, as provided by Melrose and used by Customer in accordance with this Agreement, infringe a United States patent, copyright, or trade secret, and Melrose will pay damages finally awarded against Customer or amounts agreed in settlement by Melrose, provided that Customer:

1. promptly notifies Melrose in writing of the claim;
2. gives Melrose sole control of the defense and settlement; and
3. reasonably cooperates with Melrose at Melrose’s expense.

Melrose will have no obligation under this Section to the extent the claim arises from:

1. Customer Data;
2. third-party products, services, or systems not provided by Melrose;
3. Customer specifications, instructions, or configurations;
4. modifications not made by Melrose;
5. use of the Services in combination with items not provided by Melrose, where the claim would not have arisen but for the combination; or
6. use of the Services in violation of this Agreement or after Melrose has provided a non-infringing alternative.

If the Services are, or in Melrose’s opinion are likely to be, subject to such a claim, Melrose may, at its option:

1. modify the Services so they become non-infringing without materially reducing core functionality;
2. obtain the right for Customer to continue using the Services; or
3. terminate the affected Services and refund any prepaid, unused fees for the terminated portion.

This Section states Melrose’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any covered intellectual property infringement claim.

14. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business interruption, or loss, corruption, or inaccuracy of data, or costs of substitute goods or services, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Melrose’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Melrose under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

The exclusions and limitations in this Section do not limit:

1. Customer’s obligation to pay fees due under this Agreement;
2. either party’s liability for bodily injury, death, fraud, or willful misconduct to the extent such liability cannot be limited by law; or
3. either party’s liability for misuse or misappropriation of the other party’s intellectual property or Confidential Information, to the extent such liability cannot be limited by law.

15. Miscellaneous

This Agreement is the complete and exclusive statement of the parties’ agreement regarding its subject matter and supersedes all prior or contemporaneous proposals, understandings, and communications regarding that subject matter.

Except as expressly stated in these Terms regarding future versions for future Order Forms, any amendment, waiver, or modification of this Agreement must be in writing and signed by both parties.

Neither party is an agent, partner, joint venturer, or employee of the other. The parties are independent contractors.

Customer may not assign or transfer this Agreement without Melrose’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets involving Customer’s business to which the Services relate. Melrose may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, excluding payment obligations.

Any notice under this Agreement must be in writing and will be deemed given when received if delivered personally, when electronically confirmed if sent by email, the next business day if sent by recognized overnight courier, or upon receipt if sent by certified or registered mail.

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to that jurisdiction and venue.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

No waiver of any breach is a waiver of any other breach.

This Agreement may be executed in counterparts, including by electronic signature, and each counterpart will be deemed an original. Electronic signatures and electronic records will have the same force and effect as originals.