Master Subscription Agreement

Effective as of 11/6/25 

MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (this “Agreement”) is entered into by and between Productiv, Inc., a Delaware corporation with offices at 477 Sutter St, Ste 405, San Francisco, CA 94108 (“Productiv”), and the entity or individual accepting this Agreement (“Customer”). This Agreement is effective as of the date Customer first accepts it by clicking “I agree,” signing up online, or executing an Order Form that references this Agreement (the “Effective Date”).

 

• Definitions. 
• 1. Affiliate means any company that controls, is controlled by, or is under common control with a party. “Control” means owning more than 50% of that company’s voting shares.
  2. Authorized User means an employee or contractor who is authorized by Customer to use the Services or submit Customer Data.
  3. Customer Data means information about your company and how your team uses software and AI tools. This includes things like usage activity, settings, spending, contracts, and related details (including any personal information). It covers anything you or your team upload or connect to the Services, such as through integrations or file uploads. It also includes your app and vendor contracts, AI tool information, and other related business data.
  4. Data Processing Addendum (DPA) means the addendum located at productiv.com/legal/dpa, which governs Productiv’s processing of Personal Data on behalf of Customer.
  5. Documentation means the online help guides and instructions for using Productiv’s services, available at help.productiv.com or any future website that replaces it.
  6. Effective Date means the date this Agreement is last signed by both parties.
  7. Non-Productiv Application means any third-party app or service that Productiv’s platform shows information about. Productiv doesn’t run, control, or provide support for these outside tools.
  8. Order Form means the document (or online order) that lists what you’re buying from Productiv — what services you’ll get, for how long, and at what price — and that both you and Productiv agree to.
  9. Personal Data means any information that identifies or can reasonably be used to identify an individual person as defined under applicable data-protection laws.
  10. Security Practices means Productiv’s published standards for keeping customer data safe and secure, which are available at trust.productiv.com.
  11. Services means Productiv’s cloud-based platform for discovering, analyzing, and managing software and AI tools across an organization, including capabilities for application discovery, usage insights, reviews, portfolio management, and contract analysis.
  12. Subscription Term means how long you can use Productiv’s services, as stated in your Order Form.
  13. Support means the help Productiv provides for your plan, like answering questions or fixing issues with the service.

 

• Productiv Obligations.

1. 1. Provision of Services. Productiv will (i) make the Services purchased under an Order Form available to Customer during the applicable Subscription Term and pursuant to this Agreement; (ii) provide standard Support to Customer at no additional charge; and (iii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime (of which Productiv gives prior electronic notice) and excluding beta or Evaluation features.  
   2. Changes. Productiv may change, modify, or republish the Services and reserves the right to modify or discontinue individual features within the Services from time to time, with notice to Customer via the Services web portal or website. Notwithstanding the foregoing, Productiv agrees that it will not materially diminish the core functionality of the purchased Services during a Subscription Term, and a breach of this commitment shall be deemed a material breach under Section 5(b) below. If Productiv discontinues a feature that materially impacts Customer’s use of the Services, Customer may terminate the affected Order Form upon thirty (30) days’ written notice and receive a pro-rated refund for any prepaid fees covering the unused portion of the applicable Subscription Term.    
   3. Data Security. Productiv will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data at a level not materially less protective than as described in the Security Practices.  While providing the Services to Customer, Productiv may process Customer Data that includes information relating to an identified or identifiable natural person (“Personal Data”). The parties agree that the Data Processing Addendum attached hereto as Exhibit A forms a part of and supplements this Agreement with respect to the processing of any such Personal Data.  
   4. Productiv Personnel. Productiv will be responsible for the performance of Productiv’s personnel (including Productiv’s employees and independent contractors) and their compliance with Productiv’s obligations under this Agreement.
   5. Evaluation Services. From time to time, Customer may be invited to try beta or evaluation versions of the Services. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by law, (i) the Evaluation Services are provided as is, without any warranties, express or implied, and (ii) Productiv will have no indemnification obligations or liability of any type with respect to the Evaluation Services, including their performance, speed, functionality, security, support, or availability.Unless otherwise stated on a relevant Order Form, Productiv may discontinue Evaluation Services at any time in its sole discretion. Customer is solely responsible for backing up and/or exporting Customer Data from the Evaluation Services prior to termination of Customer’s access to the Evaluation Services for any reason.

 

• Access and Use of Services.

1. 1. Use of Services and Documentation. Subject to the terms of this Agreement and the applicable Order Form, Productiv grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except in compliance with the Assignment clause) right during the applicable Subscription Term to allow its Authorized Users to access and use the Services and Documentation, solely for Customer’s internal business operations.
   2. Onboarding Assistance. Productiv may provide standard onboarding assistance as part of the Services, at no additional cost. 
   3. Customer Obligations and License. Customer will be responsible for: (i) all activities conducted under its account and its Authorized Users’ use of the Services; (ii) securing all access credentials provided by Productiv; (iii) access and use the Services in compliance with this Agreement, the applicable Order Form, and all applicable laws; (iv) the accuracy, quality and legality of Customer Data, and possessing sufficient rights to permit the use of such Customer Data as contemplated under this Agreement; (v) complying with its agreement(s) for any Non-Productiv Application with which Customer elects to use in connection with the Services; and (vi) not (a) accessing the Services for the purpose of building a competitive product or service, (b) copying or creating derivative works based on the Services, or any portion thereof, and (c) reverse engineering, modifying, adapting, or disrupting the proper operation of the Services, or otherwise attempting to gain unauthorized access to the Services or its related systems or networks.  Subject to Section 6, Customer grants Productiv and its Affiliates a worldwide, non-exclusive, royalty-free right and license to access, use, copy, host, and display Customer Data for the sole purpose of providing the Services to Customer during the Term.
   4. Removal Requests. Productiv has no obligation to monitor Customer’s use of the Services, but Productiv may do so and may prohibit any use of the Services or suspend access to content or data it believes in good faith violates Sections 3(a) or 3(c). 
   5. Future Functionality. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Productiv regarding future functionality or features.
   6. Non-Productiv Applications. If Customer wishes to use a Non-Productiv Application with a Service, Customer grants Productiv permission to connect the Service with the Non-Productiv Application to receive and process Customer Data on its behalf in accordance with this Agreement.
   7. Gen AI Based Features – Terms of Use.  Certain portions of the Services provided by Productiv may be facilitated or powered through the use of Generative AI derived from large language models (collectively, “Gen AI Based Features”). Productiv will not use Customer Data to train any Gen AI Based Features. The Services may generate summaries, classifications, or insights using automated models. These outputs are machine-generated and provided solely for informational purposes; they are not the result of human professional services, advice, or analysis. Customer remains responsible for reviewing and verifying all such outputs before relying on them. Customer acknowledges that responses or results produced by Gen AI Based Features are provided on an “as-is” basis, without warranties of any kind, whether express or implied, including any implied warranties of accuracy, reliability, fitness for a particular purpose, or non-infringement. Customer should verify the validity of results generated from the use of Gen AI Based Features. Productiv shall not be responsible for any loss or damage resulting from the use of results generated by Gen AI Based Features. A reduction or elimination of any Gen AI Based Feature that Productiv provides on a no-cost basis shall not be deemed a material reduction in the functionality of the Services.

 

1. Fees and Payment.
   1. Service Fees. Customer will pay Productiv the applicable fees for the Services specified in the relevant Order Form (collectively, the “Fees”). Except as expressly set forth in this Agreement or in any applicable Order Form: (i) Fees are quoted and are due and payable in United States Dollars, net of taxes; (ii) Fees paid are non-refundable; and (iii) payment obligations are non-cancelable. If Customer’s use of the Services exceeds any applicable limits (as described in the Order Form or Documentation) or otherwise requires the payment of additional fees as set forth in the Order Form, Customer shall be invoiced for such usage and Customer agrees to pay the additional Fees. 
   2. Invoices and Payment Terms. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Productiv will bill Customer through invoices sent via email to the billing contact designated by Customer. Unless otherwise agreed in the relevant Order Form, full payment for invoices issued must be received within thirty (30) days from the invoice date. 
   3. Taxes. All fees are exclusive of taxes. Except for those taxes based on Productiv's net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Services provided by Productiv be subject to withholding tax by any government, Customer will reimburse Productiv for such withholding tax. 
   4. Fee Disputes. Any good faith disputes regarding invoices must be raised by Customer in writing within thirty (30) days of receipt of such invoice. Customer and Productiv will diligently work to address such contested amounts, provided, however, that Customer will remain responsible for promptly paying any undisputed portion of an invoice. Unpaid amounts which are not disputed in good faith are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable costs of collection. 

 

1. Term. 
   1. Agreement Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated (the “Term”). The Services commence on the start date and continue for the Subscription Term specified in the applicable Order Form. Except as otherwise specified in an Order Form, all purchases will automatically renew for additional periods equal to the then-current Subscription Term, unless either party gives the other written notice of non-renewal (email permitted) at least thirty (30) days prior to the end of the relevant Subscription Term. If an Order Form is not renewed, Customer will lose access to the expiring Services within twenty-four (24) hours of the last day of the Subscription Term. The Fees during any automatic renewal term will be the same as the then-current fees, unless Productiv has provided notice prior to the end of the Subscription Term of a fee adjustment. Termination of this Agreement will terminate any and all Order Forms under this Agreement. 
   2. Termination for Cause. Either party may terminate this Agreement if the other party commits any material breach of this Agreement and fails to remedy such breach within 30 days after receipt of written notice together with a reasonably detailed description of such breach.
   3. Refund or Payment upon Termination for Cause. Upon any termination for cause by Customer, Productiv will refund Customer any prepaid fees of all subscriptions covering the remainder of the Subscription Term after the effective date of termination. Upon any termination for cause by Productiv, Customer will pay all outstanding invoices and any unpaid fees covering the remainder of the Subscription Term of all Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to Productiv for the period prior to the effective date of termination.
   4. Suspension of Service. If any undisputed charge owed by Customer (excluding amounts reasonably disputed in good faith) is thirty (30) days or more overdue, Productiv may, without limiting its other rights and remedies, suspend the Services without liability to Customer until such amounts are paid in full, provided Productiv has given Customer at least ten (10) days’ prior written notice that its account is overdue, which may be provided to Customer’s designated billing contact via email. Productiv will lift the suspension promptly upon receipt of past-due amounts.
   5. Portability and Deletion. If requested by Customer prior to the termination or expiration of the Term,  Productiv will permit Customer to access the Services for ten business days following the termination date solely as necessary to download a copy of the Customer Data then stored by Productiv. Within 60 days following the date of termination, Productiv will, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession. 
   6. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights,” “Confidentiality,” “Representations, Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination for Cause,” “Portability and Deletion,” “Surviving Provisions” and “General Provisions” shall survive any termination or expiration of this Agreement.

 

1. Proprietary Rights.
   1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, Productiv owns and reserves all rights, title and interest in and to the Services and Documentation, including all related intellectual property rights.
   2. Reservation of Rights in Customer Data. Subject to the limited rights expressly granted hereunder, Customer owns all rights, title and interest in and to its Customer Data. 
   3. Aggregate Usage Data.  Productiv may collect and aggregate de-identified Customer Data with data from other customers to generate aggregated or statistical information relating to the provision, performance, or improvement of the Services (“Aggregate Usage Data”). Productiv may use and disclose Aggregate Usage Data for its legitimate business purposes, provided that such data does not identify Customer or any individual and does not include any Customer Confidential Information. 
   4. Feedback. If Customer or any Authorized User provides Productiv any feedback or suggestions regarding the Services (“Feedback”), Productiv may freely use and incorporate such Feedback into its products and services without restriction or obligation to Customer.

 

• Confidentiality.

1. 1. Definition of Confidential Information. “Confidential Information” means any non-public information that a reasonable person would consider confidential, whether shared orally, in writing, or electronically. Customer’s Confidential Information includes its Customer Data (as defined in Section 1.3). Productiv’s Confidential Information includes the Services, Documentation, and any related technical or business information. Each party’s Confidential Information also includes this Agreement, all Order Forms, pricing, and any business, financial, or product plans. Confidential Information does not include information that (i) is or becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure; (iii) was lawfully received from a third party; or (iv) was independently developed without using the Disclosing Party’s Confidential Information.
   2. Protection of Confidential Information. Each party will protect the other’s Confidential Information using at least the same degree of care it uses to protect its own similar information, and never less than reasonable care. A party may use the other’s Confidential Information only to perform obligations or exercise rights under this Agreement. Confidential Information may be shared only with employees, affiliates, contractors, or advisors who have a legitimate need to know it and are bound by confidentiality obligations no less protective than those in this Agreement. If a party is legally required to disclose the other’s Confidential Information, it will give advance written notice (where allowed by law) and limit the disclosure to the minimum amount required. Each party will promptly notify the other of any unauthorized access or disclosure. Upon written request after termination or expiration of this Agreement, each party will return or securely destroy the other’s Confidential Information, except for information retained as required by law or in automatic archival systems, which will remain subject to ongoing confidentiality obligations.
   3. Publicity. Customer allows Productiv to use its name and logo in a reasonable, factual way to identify Customer as a Productiv customer (e.g., on the Productiv website or presentations). Productiv will follow Customer’s trademark guidelines if provided. Any other marketing use (such as press releases or case studies) requires Customer’s written approval. Productiv’s use of Customer’s name or logo will not imply Customer’s endorsement of Productiv or its Services.

 

• Representations, Warranties and Disclaimers.

1. 1. Mutual Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
   2. Productiv Warranty. Productiv warrants that (i) the Services will perform materially in accordance with the Order Form and any applicable Documentation, (ii) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry practices for similar SaaS providers, and (iii) Productiv will use commercially reasonable efforts to prevent the introduction of computer viruses or malicious code (“Harmful Code”) into the Services and will maintain tooling for detection and response if Harmful Code is introduced. For any breach of the above warranties, Customer’s exclusive remedies are those described in Sections 5(b) and 5(c). 
   3. Warranty Exclusions. The warranties in Section 8(b) do not apply to errors or defects in the Services to the extent caused by (i) Customer’s use of the Services in a manner not conforming with this Agreement or the applicable Documentation, (ii) modification of the Services by or on behalf of Customer without Productiv’s prior written consent, (iii) Customer Data or Customer Materials, or (iv) Customer’s use of any Non-Productiv Applications or portions of applications, products, or services not provided by Productiv.
   4. Customer Warranty.  Customer warrants that it has all necessary rights and permissions to provide and use Customer Data, Customer Materials, and Non-Productiv Applications in connection with the Services.
   5. Disclaimer. Except as expressly stated in this Agreement, the Services, Documentation, Support, and all related components and information are provided on an “as-is” and “as-available” basis. Productiv disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Productiv does not warrant that the Services will be uninterrupted or error-free, and Customer acknowledges that Productiv has no obligation or liability with respect to any Non-Productiv Application.

 

• Limitation of Liability.  

1. 1. Limitation on Indirect, Consequential, and Related Damages. Neither party nor its affiliates will be liable for lost profits, revenues, goodwill, data, or for any indirect, special, incidental, consequential, or punitive damages arising out of or related to this Agreement, whether based in contract, tort, or any other legal theory, even if the party was advised of the possibility of such damages. This limitation will not apply where prohibited by law.
   2. Limitation of Liability. The total aggregate liability of either party and its affiliates arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer under the applicable Order Form for the Services giving rise to the claim during the twelve (12) months before the event giving rise to the liability (the “General Liability Cap”). This limitation applies regardless of the form of action or legal theory.
   3. Exceptions to the Limitation of Liability. The limits in Sections 9(a) and 9(b) do not apply to (i) Customer’s payment obligations, (ii) either party’s indemnification obligations under Section 10, or (iii) damages caused by a party’s gross negligence or willful misconduct.
   4. Enhanced Liability Cap. A party’s aggregate liability arising from its breach of confidentiality obligations or of the DPA that results in unauthorized access to, use of, or disclosure of Customer Data will not exceed two (2) times the General Liability Cap.

 

• Mutual Indemnification.

1. 1. 1. Productiv Indemnification. Productiv will defend Customer and its affiliates, and their respective officers, directors, employees, and contractors, against any third-party claim alleging that Customer’s authorized use of the Services infringes, violates, or misappropriates a third party’s intellectual-property right (a “Claim Against Customer”). Productiv will pay any damages, attorneys’ fees, and costs finally awarded against Customer, and any amounts paid under a court-approved settlement of a Claim Against Customer. For clarity, Productiv’s obligations under this Section 10(a) apply only to portions of the Services developed or owned by Productiv and do not extend to third-party software, APIs, or AI models used within the Services. This obligation does not apply to the extent the claim arises from (i) Customer Data or any Non-Productiv Application, (ii) Customer’s negligence, misconduct, or breach of this Agreement, or (iii) any modification, combination, or development of the Services not performed by Productiv, including use of any APIs.
      2. Customer Indemnification. Customer will defend Productiv and its affiliates, and their respective officers, directors, employees, and contractors, against any third-party claim alleging that Customer’s use or provision of Customer Data violates a third party’s intellectual property right or applicable law (a “Claim Against Productiv”). Customer will pay any damages, attorneys’ fees, and costs finally awarded against Productiv, and any amounts paid under a court-approved settlement of a Claim Against Productiv. This obligation does not apply to the extent the claim arises from Productiv’s breach of this Agreement.
      3. Indemnification Procedure. The party seeking indemnification must promptly notify the other in writing of any claim, allow the indemnifying party to control the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes an obligation on the indemnified party without the indemnified party’s written consent, which will not be unreasonably withheld.
      4. Exclusive Remedy. The indemnification obligations described in this section are each party’s entire liability and the other party’s exclusive remedy for the claims they cover, to the extent permitted by law.

• Insurance. During the Term, Productiv will, at its own expense, maintain insurance coverage with carriers rated A- or better by A.M. Best Company. Such coverage will include: (i) commercial general liability on an occurrence basis with limits of at least $2,000,000 per occurrence and $4,000,000 in the aggregate, including coverage for premises operations, contractual liability, and products/completed operations; (ii) statutory workers’ compensation and employer’s liability as required by law with limits of not less than $500,000 per occurrence; and (iii) professional errors and omissions insurance, including cyber liability, covering acts, errors, or omissions in connection with the Services with limits of at least $5,000,000 per claim and in the aggregate. Upon reasonable written request (no more than once annually), Productiv will provide Customer with a certificate of insurance evidencing such coverage. Productiv may satisfy these requirements through self-insurance of comparable scope and limits, and maintaining this insurance does not limit Productiv’s liability under this Agreement.

• General Provisions.

1. 1. Compliance with Laws. Each party will comply with all applicable laws and regulations in performing this Agreement.  
   2. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them.
   3. No Third-Party Beneficiaries. This Agreement is solely between the parties and creates no rights for any other person or entity.
   4. Notices. Productiv may provide general notices for all customers through the Services or website. Legal notices must be in writing and sent to the addresses in the Agreement preamble (or as updated in writing) and will be deemed received when delivered by hand, email, or recognized overnight courier.
   5. Waiver. Failure or delay in exercising a right under this Agreement is not a waiver of that right.
   6. Severability. If any provision is found invalid or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be modified only to the extent necessary to make it valid and enforceable.
   7. Assignment. Neither party may assign this Agreement without the other’s written consent, except either party may assign it in full to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all its assets. Any permitted assignment binds and benefits successors and permitted assigns. 
   8. Governing Law and Venue. This Agreement is governed by Delaware law, excluding its conflict-of-law rules. The parties will resolve disputes exclusively in the state or federal courts of Delaware and consent to their jurisdiction. Either party may seek injunctive or equitable relief in any competent court for actual or threatened breaches of confidentiality. Each party waives any right to a jury trial. The prevailing party in any enforcement action may recover its reasonable attorneys’ fees and costs.
   9. Export Compliance. Each party will comply with applicable export and sanctions laws. Customer represents that neither it nor its owners are listed on any U.S. government restricted-party list, and Customer will not use or provide access to the Services in violation of U.S. embargoes or export restrictions.  
   10. Force Majeure. Neither party is liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or cyberattacks.
   11. Entire Agreement. This Agreement (including any exhibits and Order Forms) is the parties’ entire agreement and supersedes all prior agreements, including any prior non-disclosure agreement. It may be amended only in a writing signed by both parties. If there is a conflict between this Agreement and any exhibit, addendum, or Order Form, that document will control. No terms contained in a purchase order, vendor portal, or other customer documentation will apply, and any such terms are void.

 

This Agreement may be accepted either (i) by clicking “I agree,” signing up online, or otherwise using the Services, or (ii) by execution of an Order Form referencing this Agreement. In each case, the Agreement is effective as of the date of such acceptance.