Master Subscription Agreement

Master Terms

1. Structure of the Agreement; Acceptance

1.1 Parties. This Master Subscription Agreement (the "Master Terms") is entered into between Incenti Solutions, Inc., a Delaware corporation ("Incenti"), and the entity identified on the applicable Order ("Customer"). Incenti's notice address is stated at § 27.1.

1.2 Structure. Incenti offers three Offerings — Incenti EDOS ("EDOS"), Incenti Insights ("Insights"; together with EDOS, "Incenti EDOS, Insights"), and Professional Services — orderable in any combination. The "Agreement" consists of, in each case to the extent applicable to what Customer has ordered: these Master Terms; Schedule A (EDOS); Schedule B (Incenti Insights); Schedule C (Professional Services), which applies whether or not Customer subscribes to a platform; Schedule D (Data Classification), which applies to every Customer; any executed or incorporated Addendum, including Addendum 1 (Public Sector Addendum) — Part A applying to every U.S. Public Entity Customer and the applicable State Rider where one is published; the DPA at https://incenti.co/legal/dpa where Customer Data includes Personal Data; the Security Annex made available under the Agreement; the Acceptable Use Policy at https://incenti.co/legal/aup; the Subprocessor List at https://incenti.co/legal/subprocessors; each Order; and each Statement of Work.

1.2.1 Services-only customers. Customer may contract solely for Professional Services. Where Customer has no Subscription Term, provisions expressed by reference to a subscription, an account or platform access apply as stated in Schedule C § C.20.

1.3 Acceptance. Customer accepts the Agreement by the earliest of executing an Order or SOW referencing it, clicking to accept, or accessing an Offering or receiving Services. The accepting individual represents authority to bind Customer and, for a Public Entity, that acceptance satisfies applicable approval, procurement and open-meetings requirements.

1.4 No third-party beneficiaries except as stated in Schedule B § B.8 (upstream licensors) and § 23 (indemnified parties). Integration Partners are not third-party beneficiaries of § 7 except as § 7.7 states.

2. Definitions

3. Order of Precedence

3.1 Conflicts resolve in this order, highest first: (a) an executed Addendum expressly stating it prevails; (b) Addendum 1 as to its subject matter — within it, a State Rider over Part A; (c) the DPA, as to Personal Data; (d) the Order or SOW; (e) Schedules A, B and C as to the Offering each governs, and Schedule D as to classification; (f) these Master Terms; (g) the Security Annex, AUP and Documentation.

3.1.1 Non-derogable. Notwithstanding § 3.1, no Order or SOW may modify §§ C.7, C.9, C.10 or C.22.4; those change only by written amendment signed by an officer of each party.

3.1.2 Where a Deliverable incorporates Insights Content, Schedule B governs the incorporated material, Schedule C the Deliverable, § C.8 reconciles them, and Schedule B controls an irreconcilable conflict as to the incorporated material.

3.1.3 For Platform Impact Reports, Schedule A § A.19 governs the feature and Schedule B §§ B.11–B.12 govern the model output; Schedule B controls an irreconcilable conflict as to output, assumptions, disclaimers or attribution.

3.2 Purchase orders and click-throughs. Additional or different terms in a purchase order, vendor portal, invoice acknowledgment or click-through presented by either party are rejected and void unless signed by both parties with express reference to this § 3.2. Purchase orders are for administrative convenience only; § 15.2 governs their timing.

4. Access Grant, Accounts and Authorized Users

4.1 Grant. Subject to the Agreement, Incenti grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Offerings during the applicable Subscription Term, solely for Customer's internal business operations, for the number of Authorized Users and within the limits stated in the Order. No software is delivered, and no right in software is granted. Incenti reserves all rights not expressly granted. Customer's account is a logically separated tenant; Customer Data is not accessible to another customer except as §§ 5.1.1, 5.1.2, 13 or Schedule A § A.6 expressly permit.

4.2 Authorized Users. Credentials are issued to single named individuals and may not be shared, simultaneously or rotationally, or use a generic, role-based or shared mailbox address, up to the seat and tier limits of the Order.

4.3 Administrators. Customer will designate one or more administrators to manage Authorized Users, configure controls (including §§ 12.8 and A.6.4) and receive notices under §§ 11 and 19. Customer is responsible for the acts and omissions of its Authorized Users and administrators as its own.

4.4 Credential security. Customer will keep credentials confidential, require MFA where supported, and notify Incenti promptly of unauthorized account access. Incenti is not liable for loss from Customer's failure to secure credentials, except to the extent it results from a Security Incident within Incenti's systems.

4.5 Contractors. Customer's consultants and contractors may be Authorized Users solely and exclusively for Customer's benefit; use of Customer's account to serve the contractor's other clients is prohibited.

5. Customer Data: Ownership and License Grants

5.1 CUSTOMER RETAINS OWNERSHIP of all right, title and interest in Customer Data. Incenti acquires only the limited licenses expressly granted in the Agreement.

5.1.1 PERMITTED RECIPIENTS AND FLOWS. Customer Data moves outside Customer's account only to the recipients, under the authority, and for the uses below. A flow not described is not permitted; adding one requires amendment of this § 5.1.1 and notice under § 26. Tier references are to Schedule D, which governs the scope of every flow.

5.1.2 CROSS-TENANT RULE. Exchange under § 5.1.1(c) is permitted only while all of the following are true: (a) the same customer holds accounts on both platforms; (b) that customer affirmatively authorized the link by an act separate from accepting these Master Terms; (c) the exchange occurs at that customer's direction through a control it can turn off at any time; and (d) it is scoped to that customer's own Customer Data. No exchange is blanket, on by default, or reaches another customer's data; Incenti will not transmit one customer's data to the partner in any form another customer can access. Customer may revoke a link at any time; on revocation Incenti stops transmitting and § A.9.3 applies to what was sent. A transmission in breach of this § 5.1.2 is a Security Incident under § 11 and a breach of § 20.2.

5.2 Service license. Customer grants Incenti and its Subprocessors a non-exclusive, worldwide, royalty-free license, for the Subscription Term only, to host, store, copy, transmit, index, display, back up and process Customer Data solely to (a) provide, maintain, secure and support the Offerings for Customer; (b) prevent or address service, security or technical problems; (c) comply with law; (d) perform acts Customer expressly instructs; and (e) move Customer Data between Incenti's own Offerings per § 5.1.1(a).

5.3 Property data sharing license. Only where Customer affirmatively enables sharing for a given Property Record under Schedule A § A.6 does Customer grant the additional license at § A.6.4. It attaches to no unenabled record, arises by no default, and ends when sharing is turned off.

5.4 Customer responsibilities. Customer is solely responsible for Customer Data — its accuracy, legality and Customer's right to submit it — and for all consents, licenses and lawful bases needed for Incenti to process it as contemplated.

5.5 No monitoring obligation, except as the Documentation states, as needed to enforce § 6 or § A.10, or as law requires.

5.6 Backup. Incenti maintains backups as described in the Security Annex. Backups are a disaster-recovery mechanism, not a records-retention system; Customer remains responsible for its own retention copies.

6. Acceptable Use

6.1 Customer will not, and will not permit anyone to:

(a) sell, sublicense, distribute, time-share or provide third-party access to an Offering, except as expressly permitted;
(b) use an Offering on behalf of, or to provide services to, third parties, except through Authorized Users under § 4.5;
(c) use an Offering, Incenti Data or AI Output to develop, train, benchmark or improve a competing product or service;
(d) reverse engineer, decompile, or attempt to discover source code, model weights, structure, algorithms, multipliers or coefficients;
(e) re-identify or attempt to re-identify any de-identified, aggregated or statistical data from an Offering — including Aggregated Data, Insights Output, State Benchmark values and any suppressed or summarized value — or combine any of them with other data to identify, or in a manner reasonably expected to identify, any person, company, project, property, prospect, applicant, award recipient, contributing organization or customer, or to attribute any portion to any of them;
(f) remove or alter any proprietary notice, watermark or attribution;
(g) use any automated means to access an Offering or circumvent a rate, access or export limit, other than a published API within its limits;
(h) interfere with an Offering's operation or conduct security testing without prior written consent (§ 9.6);
(i) benchmark or publish an Offering's performance;
(j) use or combine an Offering or Incenti Data so as to subject it to open-source or open-database license terms;
(k) upload malicious code or unlawful, infringing or unauthorized material;
(l) use an Offering in violation of law, including export, sanctions, employment, fair-housing, fair-lending and civil-rights law;
(m) use an Offering where failure could cause death, injury, or physical or environmental damage;
(n) upload Restricted Data in violation of § 25; or
(o) upload any biometric identifier or any measurement or embedding derived from one.

6.2 The AUP at https://incenti.co/legal/aup is incorporated; this § 6 controls a conflict.

6.3 Breach of § 6.1(a)–(g), § 12.7, § A.7, or Schedule B § B.7 or § B.9 is a material breach.

7. Confidentiality

7.1 "Confidential Information" is non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer's includes Customer Data, and specifically all Tier 2 and Tier 3 Data. Incenti's includes the Offerings, Incenti Data, Documentation, methodologies and non-public security materials. It excludes Public Data, Aggregated Data (§ 13.9), and the § 7.3 categories.

7.2 Each recipient will protect the other's Confidential Information with at least reasonable care, disclose it only to personnel, Affiliates, advisors and Subprocessors under equivalent obligations with a need to know, and use it only to perform or exercise rights under the Agreement.

7.3 Public records. (a) Subordination: § 7.2 is subject to public records, transparency, sunshine and open-meetings law; a Public Entity does not breach it by complying with such law. (b) Exclusions: Confidential Information does not include information publicly known through no breach; required to be disclosed on request under public records law; that Customer directs be made public (including § A.6 shared records); lawfully known without restriction before receipt; received from a third party entitled to disclose; or independently developed. (c) Public Data carve-out: Public Data is no one's Confidential Information; Customer does not breach the Agreement by releasing it; Incenti will not assert any provision of the Agreement as a basis to withhold it; and nothing here requires release, determines any record's status, or waives any exemption — that determination is Customer's alone (§§ 8.1, 8.5). (d) These limbs are cumulative; the one most favorable to disclosure by the Public Entity controls. Where § 7.5 also applies, § 7.5 governs process and this § 7.3 governs characterization.

7.4 Notice of requests; no veto. A party receiving a records request or legal process for the other's Confidential Information gives prompt notice (unless legally prohibited) so the other may seek protection or waive; the recipient otherwise performs what law requires of it. Nothing authorizes a Public Entity to delay or withhold a legally required disclosure.

7.5 Reverse-FOIA protocol. On Customer's § 7.4 notice regarding Incenti Confidential Information: (a) within five (5) business days (or the shorter statutory period Customer identifies), Incenti either identifies the claimed-exempt material with specificity and its statutory basis, or confirms no exemption is asserted — silence waives objection; (b) Incenti bears its own submissions and litigation; (c) Customer has no liability for a good-faith release after the period runs, per an AG or court determination, or as law requires, and does not indemnify Incenti in any records matter; (d) Incenti will not suspend service or claim breach over Customer's public-records compliance.

7.6 The Agreement's existence, terms, pricing, Subprocessor identities and performance information are not Incenti's Confidential Information.

7.7 Integration Partners are not third-party beneficiaries of this § 7, except as to their own confidential information disclosed to Customer through an Offering, which Customer treats as Incenti's Confidential Information.

7.8 § 7 survives termination for as long as the information remains confidential, and indefinitely for trade secrets.

7.9 Mixed customer base. Customer acknowledges Incenti serves both Public Entities subject to records law and private customers — site selectors, consultants, corporates — that are not, and that one customer's expected confidentiality can collide with another's required disclosure. Accordingly: (a) Incenti will not treat one customer's confidentiality designation as a basis to withhold or delay another customer's public records; (b) each customer's records obligations are determined solely by its own law and its own custody (§§ 8.1, 8.5); (c) a designation does not travel — when a site selector transmits an RFI to an EDO, the record in each account is that customer's own Customer Data under that customer's own obligations; (d) Incenti's duties run separately to each customer — it will not disclose one's Confidential Information to another (§ 7.2) or use it for another's benefit (§ C.10.4), and where a demand implicates several customers it gives each its § 7.4 notice; (e) this § 7.9 creates no rights between customers (§ 1.4).

8. Public Records, Open Records and Records Retention

8.1 Customer is the records custodian of Customer Data for all public records, archival, retention and open-meetings purposes, and is solely responsible for determining records status (including of AI Output), retention periods, responsiveness, exemptions, redaction, and litigation holds.

8.2 Incenti's assistance, at no charge: (a) export functionality for machine-readable, non-proprietary retrieval throughout the Subscription Term (for services-only engagements, § C.20.2); (b) on written request tied to a records request, production of responsive Customer Data within five (5) business days, and in any event eight (8); (c) notice to Customer's administrator within forty-eight (48) hours of any request, subpoena or demand directed to Customer Data; and (d) no response or production without Customer's prior written authorization, except under independent legal compulsion, with maximum lawful advance notice.

8.3 Two exit options. On termination, Customer elects (a) transfer — full export and delivery at no charge, then deletion per § 19.5; or (b) custodial retention — Incenti retains a designated archival copy for a Customer-specified period at the Order rate, solely for records purposes, under §§ 7 and 9. Absent a timely election, option (a) applies.

8.4 Customer will state in the Order whether it is a governmental body subject to a records law, and notify Incenti within thirty (30) days of a change.

8.5 No exemption promises. Incenti does not represent that any Customer Data is exempt, assert exemptions on Customer's behalf, or resist requests. §§ 7.4–7.5 are the parties' entire obligations regarding records requests.

8.6 AI records. AI Input, AI Output, prompts, logs and AI-assisted records may be public records; Customer determines their status and responds to requests; Incenti makes them exportable under § 8.2(a).

9. Security

9.1 Incenti maintains a written security program with administrative, technical, physical and organizational safeguards appropriate to the sensitivity of Customer Data, as described in the Security Annex, incorporated by reference and not to be amended during a Subscription Term to materially reduce protections.

9.2 The program is modeled on the NIST Cybersecurity Framework 2.0 and, for AI Features, the NIST AI Risk Management Framework 1.0.

9.3 Certifications. (a) The certifications Incenti holds, if any, are listed in the Security Annex, which states the position accurately, including where the answer is none; reports are available on request under confidentiality. (b) Roadmap items are statements of present intention, not commitments or representations, and carry no § 20.2 warranty. (c) Accuracy covenant: Incenti will not describe itself as certified, compliant, authorized or attested under any program it does not hold — including any "SOC 2 / FedRAMP / StateRAMP / TX-RAMP / ISO 27001 certified or compliant" formulation — and will describe hosting as "hosted on FedRAMP-authorized infrastructure" rather than attributing the provider's authorization to itself. (d) Where an Order or Rider makes a certification a condition, that instrument governs it.

9.4 Personnel. Background checks to the extent lawful, confidentiality agreements, and at least annual security training for personnel with Customer Data access.

9.5 Encryption. In transit, TLS 1.2+; at rest, AES-256 or stronger.

9.6 Customer testing requires prior written consent, not unreasonably withheld and not conditioned on a fee; no suspension for a good-faith test requested and pending response that does not degrade service for others.

9.7 Evidence. Annually on request (and after a Security Incident affecting Customer Data), Incenti provides evidence of § 9 compliance: current audit reports, penetration test summary, and a completed security questionnaire.

10. Subprocessors

10.1 Customer authorizes Subprocessors. The Subprocessor List at https://incenti.co/legal/subprocessors identifies each, its processing, its country — and each Integration Partner by name, with the § 5.1.1(b) and (c) capacities identified separately.

10.2 Incenti flows down protections no less protective than the Agreement and the DPA, and remains liable for Subprocessors' acts as its own.

10.3 Thirty (30) days' advance notice of additions or replacements, by email to the administrator and List update. On a reasonable, unresolved data-protection objection, Customer may terminate the affected Offering without penalty with a pro-rata refund of prepaid, unused fees.

10.4 AI Subprocessors are separately identified, with (a) whether inputs/outputs are retained, (b) the retention window, and (c) confirmation of the § 12.2 no-training commitment.

10.5 Incenti will not engage a Subprocessor or component on the Texas prohibited-technology list under Tex. Gov't Code ch. 620, re-verified at least quarterly.

11. Security Incident Notification

11.1 Notice to Customer without undue delay and within forty-eight (48) hours of confirming a Security Incident affecting Customer Data.

11.2 Initial notice includes what is then known — nature, data categories, measures, contact — and may be supplemented in phases; it is not an admission.

11.3 Customer owns the individual-notification decision. Incenti will not notify individuals, regulators or third parties about an incident affecting Customer Data without Customer's written consent, except as law or a governmental authorization program requires.

11.4 Incenti cooperates with Customer's investigation and notification obligations, preserves forensic evidence, and restores standard operation; notice may be delayed at law enforcement's determination.

11.5 These obligations apply regardless of root cause, including compromised credentials; liability remains subject to §§ 22 and 4.4.

12. Artificial Intelligence Features

12.1 AI Features are identified in the Documentation and may be added, modified or discontinued on notice; material reductions during a Subscription Term carry the § 26.3 remedy.

12.2 No training on Customer Data. (a) Incenti does not use Customer Data, AI Input or AI Output to train, fine-tune or develop any AI/ML model, and does not permit any AI Subprocessor to do so. (b) Use of AI Features grants Incenti no such right. (c) Carve-out — labeled feedback: where an Authorized User affirmatively submits feedback on an AI Output (rating, correction, comment), Incenti may use that feedback with the associated AI Input and AI Output to evaluate and improve the AI Features, including training; Customer may withdraw its account from this carve-out by written notice under § 12.8. (d) Carve-out — abuse and safety: AI Input/Output may be processed to detect abuse, security incidents and § 12.7 violations and to comply with law; retention windows are on the Subprocessor List.

12.3 Account-scoped; no browsing. AI Features, including the EDOS AI Assistant, operate on Customer Data within Customer's own account: an Authorized User may ask the Assistant to summarize, analyze, or surface trends and other information in that account's data, and the Assistant reads that data to respond. The Assistant does not access the public internet or any other customer's data; where a feature draws on Incenti Data, the Documentation says so. AI Input and AI Output are processed by the AI Subprocessors identified on the Subprocessor List solely to generate responses, and are never used by them to train or improve models (§§ 10.4, 12.2).

12.4 Ownership. AI Input and AI Output are Customer Data; Customer owns AI Output, subject to Incenti's and its licensors' rights in the Offerings and models, and Incenti assigns Customer any interest it may have in it.

12.5 Non-uniqueness. AI Output may not be unique; similar output generated for others is theirs, and § 12.4 does not reach it.

12.6 Accuracy; opinions; human review.

(a) AI FEATURES ARE PROBABILISTIC. AI OUTPUT MAY BE INACCURATE, INCOMPLETE, OUTDATED, BIASED, OR MAY FABRICATE FACTS, FIGURES AND SOURCES — INCLUDING OUTPUT WHOSE DETAIL MAKES IT APPEAR RELIABLE. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AI OUTPUT AND FOR EVERY DECISION MADE IN RELIANCE ON IT.

(b) Every AI grading, score, ranking, shortlist or estimate is a statement of opinion as of generation, not fact — dependent on model assumptions and the data supplied — and is not a substitute for the judgment of Customer's personnel in award, eligibility, ranking or site-selection decisions. Incenti does not verify or endorse any score.

(c) MANDATORY HUMAN REVIEW. Customer may not use AI Output in an automated decision process producing legal or similarly significant effects on any person or entity — including incentive eligibility, award, amount, disqualification, scoring, shortlisting, advancement or elimination — unless (i) the final decision is made by a qualified human considering factors beyond the AI Output, and (ii) Customer is transparent about the AI's role and logic, including explanation and a means to contest, to the extent law or Customer's procedures require. Customer will implement and document this process before enabling AI grading under § A.14.

(d) The AI Features are not designed to make automated decisions about individuals; they are designed to support human decision-makers. This limb is design intent and does not qualify (c) or § 12.7.

12.7 Prohibited AI uses. Customer will not use AI Features or AI Output: (a) as the sole basis for incentive eligibility, award amounts, disqualification, or site shortlisting; (b) to make or materially inform a decision about a natural person on the basis of, or as a proxy for, any legally protected characteristic; (c) for social scoring; (d) to make or materially inform employment, credit, insurance, housing, education or essential-services decisions about a natural person; (e) to train or develop any AI/ML model except per § 12.2(c); (f) to extract or bulk-export Incenti Data, multipliers, coefficients or benchmark values by any means; (g) to generate unlawful, infringing, harassing or deceptive content or impersonate anyone; (h) in violation of an underlying model provider's usage policy identified on the Subprocessor List. Breach is a material breach.

12.8 Controls. AI grading is disabled by default and must be affirmatively enabled by Customer for each form. Additional controls over AI Features, where offered, are described in the Documentation. Customer may withdraw its account from the § 12.2(c) feedback carve-out at any time by written notice to Incenti, effective prospectively within ten (10) business days.

12.9 On request, Incenti provides the AI documentation package at Addendum 1 § TX.3 for Customer's inventory, impact-assessment and disclosure obligations.

12.10 AI Features and AI Output are provided "AS IS," notwithstanding § 20.2.

12.11 Not a consumer reporting agency. Incenti is not a "consumer reporting agency" and the Offerings, Incenti Data and AI Output are not "consumer reports" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. Customer will not use any Offering, Incenti Data or AI Output to determine any natural person's creditworthiness, credit standing or financial status, or eligibility for credit, insurance, housing or employment, and will comply with the FCRA and the Equal Credit Opportunity Act in any use of data obtained through the Offerings. If a regulator or law of general application would treat data supplied through an Offering as a consumer report by reason of Customer's use, Incenti may suspend the affected data supply to Customer.

13. Aggregated Data

13.1 "Aggregated Data" is statistical data derived from Customer Data that, at creation and at all times after: (a) is de-identified — all direct and reasonably identifying indirect identifiers removed or irreversibly transformed, so it cannot reasonably identify Customer, any Authorized User, any natural person, or any company, project or property named in Customer Data; (b) is aggregated across customers into counts, rates, distributions, medians, ranges or indices; (c) satisfies § 13.2; and (d) cannot be used to attribute any portion to any identifiable customer.

13.2 Minimum-aggregation floor. No value is created, used or disclosed unless computed from records of at least ten (10) distinct contributing organizations and at least twenty (20) underlying records, with no cell or filtered view derived from fewer than five (5); no single organization contributes more than thirty-five percent (35%) of underlying records; and no granularity is published at which these fail. Failing values are suppressed, with complementary suppression against derivation by subtraction.

13.3 ABSOLUTE CARVE-OUT. Incenti will not derive Aggregated Data from, absent § 13.4 opt-in: (a) any Tier 3 Data (§ D.5) — active projects and prospects pre-announcement, unpublished budgets and pre-award amounts, contract and compliance records, NDA'd or Customer-designated-confidential material, and third-party non-public information; (b) CRM contact records and any Personal Data, excluded at every tier; (c) unclassified Customer Data (Tier 3 by default, § D.6); and (d) other Tier 2 Data except as Customer authorized. A record past its Publication Event (§ D.7) is Tier 1 and not excluded by limb (a); §§ 13.1–13.2 still apply to it in full.

13.4 Opt-in to any excluded category only by signed written notice specifying categories and conditions — never by acceptance of these Master Terms, clickwrap, an inconspicuous Order term, or non-response — withdrawable prospectively on thirty (30) days' notice.

13.5 Opt-out. Customer may opt out of any or all inclusion at any time, for any reason, by written notice, including by email to legal@incenti.co identifying the Customer and the data to be excluded. Effect within thirty (30) days, prospectively; no Offering, price, feature or support level is conditioned on the choice; published values need not be withdrawn but Customer Data comes out at the next recomputation.

13.6 Incenti will not re-identify Aggregated Data or attribute it to any customer, will bind every recipient to the same, and publicly commits to maintain it de-identified. 13.6.1 The customer-side mirror is § 6.1(e) — a material breach (§ 6.3), suspension trigger (§ 18.1(a)) and ten-day-cure item (§ 19.2); Schedule B §§ B.7(j) and B.15.6 are cumulative with it.

13.7 Never sell Customer Data. Incenti will never sell, rent or license Customer Data itself. § 13 rights extend only to conforming Aggregated Data. A § 5.1.1 flow is not a sale of Customer Data as a data product by Incenti; the statutory characterization of § 5.1.1(c) under the CCPA and TDPSA is addressed in the Privacy Policy.

13.8 Permitted uses. Subject to §§ 13.1–13.7, Incenti may use Aggregated Data to (a) operate, secure, support and improve the Offerings; (b) develop, publish and sell benchmarks, indices, peer comparisons and research products, whether or not to Offering customers; (c) perform research; (d) provide peer-comparison features, with each customer licensed to use Aggregated Data through Offering functionality. 13.8.1 Published or sold reports appear at global, national, state, regional or industry level only; no report is presented as, or reasonably identifiable as, an analysis of an individual customer's community or organization, and § 13.2(d) applies to every value.

13.9 The § 13 licenses do not affect Customer's ownership of Customer Data. Aggregated Data is not Customer Data, is not Customer's Confidential Information, and is outside §§ 19.4–19.5; Incenti owns it and its derivatives. Material failing any § 13.1–13.3 condition is not Aggregated Data and remains Customer Data and Confidential Information for all purposes.

13.10 Usage Data. Incenti may use Usage Data to operate, secure, support, meter, bill and improve the Offerings, and disclose it in aggregate form not identifying Customer.

14. Incenti Intellectual Property; Feedback

14.1 The Offerings, Incenti Data, Documentation, models, weights, multipliers, coefficients, indices, methodologies and all improvements remain Incenti's and its licensors'. All rights not expressly granted are reserved.

14.2 Customer will not seek any patent or similar right based on or incorporating any Offering, Incenti Data, model or methodology.

14.3 "Feedback" is voluntarily provided suggestions and improvement requests regarding the Offerings, excluding Customer Data and any AI Input/Output not submitted under § 12.2(c). Incenti may use Feedback without restriction, obligation, attribution or compensation.

14.4 Neither party uses the other's marks without written consent, except Incenti may identify Customer on a customer list subject to Customer's trademark guidelines, revocable on written notice.

15. Fees, Invoicing, Taxes

15.1 Customer pays the fees in the Order or SOW. Except per §§ 10.3, 17, 19.3, 26.3 and C.18.4, fees are non-refundable and non-cancelable. § C.4 additionally governs, and controls for, Professional Services fees.

15.2 Undisputed invoices are due net thirty (30) days, or on the longer terms prompt-payment law requires for a Public Entity. Customer may withhold a disputed amount by notifying Incenti of the basis before the due date and paying the balance. Purchase orders are for administrative convenience only: Incenti may invoice without one; where Customer requires one, Customer will issue it within thirty (30) days of execution, PO lead time does not extend any payment due date, and Incenti may suspend under § 18.1(c) mechanics if the PO's absence is used to withhold payment.

15.3 Undisputed amounts 30+ days past due accrue interest at the lesser of 1%/month or the legal maximum, except where a Public Entity's law specifies otherwise or prohibits interest.

15.4 Fees exclude taxes; Customer bears sales, use and similar taxes (not Incenti's income taxes), with valid exemption certificates where applicable.

16. Term, Renewal and Price Changes

16.1 The Agreement runs from the first Order or SOW until all have expired, terminated or completed.

16.2 Each Subscription Term is stated in its Order. Unless the Order states otherwise, a Subscription Term renews only if Customer affirmatively elects renewal in writing. 16.2.1 A SOW never renews — automatically or by election; continued Services require a new or amended SOW. §§ 16.3–16.4 do not apply to SOWs; § C.4.7 governs Services rates.

16.3 Incenti gives at least sixty (60) days' notice before term end of the end date, renewal fees, and any change in fees for the renewal term.

17. Non-Appropriation

17.1 Where law requires, Customer may terminate for non-appropriation on thirty (30) days' notice with evidence, effective no earlier than the end of the funded fiscal period. Fees for funded periods are non-cancelable and payments non-refundable. Not a substitute for termination for convenience.

17.2 No termination, early-termination, removal or de-installation fee applies.

18. Suspension

18.1 Incenti may suspend access where (a) Customer materially breaches § 6 (including § 6.1(e)), § 12.7, or Schedule B § B.7/B.9; (b) continued access poses a security risk or legal exposure; or (c) an undisputed invoice is 60+ days past due and uncured 15 days after notice.

18.2 Notice before suspension where practicable; narrowest scope and shortest duration reasonably necessary; prompt restoration on resolution. Suspension does not extend the Subscription Term, excuse fees, or suspend Incenti's §§ 8.2, 11 or 19 obligations.

18.3 This § 18 suspends platform access only. Stopping work under a SOW is governed exclusively by § C.4.4's notice-and-cure mechanics and never applies to disputed amounts.

19. Termination; Data Export, Return and Deletion

19.1 Either party may terminate an Order for convenience effective at term end on thirty (30) days' prior notice. Mid-term convenience termination yields no refund except per §§ 10.3, 17, 19.3, 26.3.

19.2 Either party may terminate for material breach uncured thirty (30) days after particularized written notice — ten (10) days for breach of § 6.1(a)–(g), § 12.7, or Schedule B § B.7/B.9, with § 18 additionally available.

19.3 On termination, Customer's licenses end except as Schedule A § A.11, Schedule B § B.14 and express survival provide. On Customer's for-cause termination, Incenti refunds prepaid, unused fees for the remainder of the terminated term.

19.4 Export Window. For sixty (60) days after termination, self-service export remains available at no charge (services-only: § C.20.2), plus a one-time assisted export on written request, at no charge, in a machine-readable non-proprietary format. Incenti notifies Customer fifteen (15) days before the Window closes.

19.5 Deletion. Absent a § 8.3(b) election, deletion from production within thirty (30) days after the Window closes and from backups within ninety (90) days in ordinary rotation, with officer-signed certification on request. Retention as law requires or a pending dispute necessitates remains subject to §§ 7 and 9.

19.6 On termination Customer stops using the terminated Offerings, clears client-side caches derived from them, and destroys Incenti Data copies (including modified or merged portions) except as § B.14 permits, certifying on request.

19.7 Survival. §§ 2, 5.1, 6.3, 7, 8, 12.2, 12.4–12.7, 12.11, 13, 14, 15, 19.3–19.7, 21, 22, 23, 24, 27; Schedule A §§ A.5.1, A.7, A.9, A.11, A.14.3, A.19.4, A.19.6–A.19.7; Schedule B §§ B.5.3, B.6, B.7, B.9, B.11, B.12, B.14, B.15.6; Schedule C §§ C.7, C.8, C.9, C.10.4, C.10.7, C.11.3, C.12.4, C.14, C.15, C.18.4–C.18.5, C.19, C.22.4, C.22.5, C.22.7.

20. Representations and Warranties

20.1 Each party has the power and authority to enter the Agreement through its accepting individual.

20.2 Incenti warrants that during the Subscription Term: (a) the Offerings perform materially per the Documentation; (b) it provides them professionally, consistent with industry practice; (c) it will not materially decrease Security Annex protections; (d) it complies with laws applicable to it as a provider generally; (e) to its knowledge, the Offerings do not infringe third-party IP.

20.3 The exclusive remedy for § 20.2(a) breach is commercially reasonable repair or workaround, failing which within thirty (30) days of notice, termination of the affected Offering with a refund of prepaid, unused fees.

20.4 Customer warrants it holds all rights, consents and lawful bases for Incenti's contemplated processing; Customer Data infringes no right and violates no law; its use complies with law, including records, privacy, civil-rights, fair-housing and procurement law; and it will comply with §§ 6, 12.6(c), 12.7, 25 and § A.7.

20.5 § 20.2(d) runs to laws applicable to Incenti generally. Customer determines whether the Offerings meet Customer's own regulatory, procurement, records and program requirements.

21. Disclaimers

21.1 EXCEPT AS STATED IN § 20.2, THE OFFERINGS, INCENTI DATA, AI FEATURES AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES DISCLAIMED — INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES FROM COURSE OF DEALING OR TRADE USAGE.

21.2 INCENTI DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE OR FAIL-SAFE OPERATION, CORRECTION OF ALL DEFECTS, OR THAT USE WILL PRODUCE CUSTOMER'S LEGAL COMPLIANCE. CUSTOMER MUST INDEPENDENTLY JUDGE SUITABILITY FOR ITS USE.

21.3 INCENTI DATA, THIRD-PARTY CONTENT, SAMPLE DATA, AI OUTPUT, BENCHMARKS, MULTIPLIERS, IMPACT ESTIMATES, FORECASTS, SCORES, MODEL RESULTS, AND ANY TRIAL, BETA OR NO-CHARGE OFFERING ARE PROVIDED "AS IS" WITHOUT WARRANTY.

21.4 Incenti Data and model outputs derive from government sources, licensed and proprietary datasets and customer inputs, using estimation and imputation where source data is suppressed or missing; estimates are subject to error and outputs may differ significantly from actual outcomes. Incenti makes no warranty of accuracy, completeness, currency or freedom from omission — to Customer or to any recipient of Customer's reports — and is not liable for misuse or for planning, budgeting, award or siting errors based on the data. Customer is fully responsible for its decisions and their outcomes.

21.5 One tool among many. EVERY ECONOMIC DEVELOPMENT, INCENTIVE, BUDGETING AND SITE-SELECTION DECISION IS AN ASSUMPTION OF RISK. INCENTI DOES NOT ASSUME CUSTOMER'S RISK; THE OFFERINGS ARE ONE TOOL IN CUSTOMER'S PROCESS. Customer acknowledges the data contains a degree of error and will apply its own skill and judgment.

21.6 The Offerings are not a system of record for FERPA, CJIS, IRS Pub. 1075, HIPAA or DFARS/CMMC-regulated data. See § 25.

21.7 The Offerings are not designed for environments where failure could cause death, injury, or physical or environmental damage.

22. Limitation of Liability

22.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OPPORTUNITY, LOST OR FORGONE INCENTIVES OR PROJECTS, GOODWILL, OR SUBSTITUTE-SERVICE COSTS, UNDER ANY THEORY.

22.2 EXCEPT PER §§ 22.3 AND C.19, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED 1x THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. § C.19 MEASURES THIS CAP FOR PROFESSIONAL SERVICES CLAIMS.

22.3 Uncapped: (a) Customer's payment obligations; (b) § 23 indemnification; (c) gross negligence, willful misconduct or fraud; (d) Customer's infringement or misappropriation of Incenti's or its licensors' IP, and unauthorized use or redistribution of Incenti Data breaching § B.7/B.9; (e) Customer's breach of § 12.7; (f) Incenti's breach of §§ 13.3, 13.6 or 13.7; (g) Incenti's breach of § C.10.4.

22.4 Incenti's aggregate liability for a Security Incident resulting from its breach of § 9 will not exceed 2x the applicable twelve-month fees.

22.5 Fees reflect this risk allocation as an essential basis of the bargain; limits apply notwithstanding advice of possible damages and any failure of essential purpose of any limited remedy.

22.6 No limitation applies beyond what law permits; some may not apply to Customer.

22.7 Except for payment obligations and § 22.3 carve-outs, claims must be brought within two (2) years of accrual, except where law — including Public Entity claims statutes — provides otherwise.

23. Indemnification

23.1 Incenti will defend Customer and its officers, officials, agents and employees against third-party claims that Customer's conforming use of an Offering infringes a U.S. patent, copyright, trademark or trade secret, and indemnify finally awarded damages and agreed settlements.

23.2 Incenti will defend and indemnify the same parties against third-party personal-injury or property-damage claims to the extent caused by Incenti's negligence, willful misconduct, or violation of law applicable to its performance.

23.3 § 23.1 excludes claims arising from Customer Data; non-Incenti modifications; combinations not provided by Incenti where the claim requires the combination; use after notice to stop; or Customer's breach of § 6, § 12.7 or Schedule B.

23.4 For an actual or likely infringement claim, Incenti may procure continued use, modify or replace while materially preserving functionality, or terminate the affected Offering with a refund of prepaid, unused fees. §§ 23.1, 23.3 and 23.4 are Incenti's entire IP-infringement liability and Customer's exclusive remedy.

23.5 Customer indemnity — self-severing. Unless prohibited or limited by Customer's state law, constitution, charter or enabling authority, and except where Customer is the United States, Customer will defend and indemnify Incenti against third-party claims to the extent arising from (a) breach of the § A.7 sharing representation; (b) breach of § 12.6(c) or § 12.7; (c) redistribution of Incenti Data breaching § B.7/B.9; (d) breach of the § C.6.3 representations. Where Customer's law prohibits or limits this, the obligation severs or limits accordingly and Customer instead remains responsible for its own acts as law provides; nothing requires payment beyond lawfully appropriated funds or creates unconstitutional debt.

23.6 The indemnified party promptly notifies (delay excuses only to the extent of prejudice), reasonably cooperates at the indemnifying party's expense, and cooperates on defense and settlement. Neither party must surrender control of its own defense, and no settlement imposing non-monetary obligations or fault admissions binds the indemnified party without written consent.

23.7 Customer has no indemnity obligation arising from any public records matter or § 7.5 release.

24. Governing Law; Venue; Dispute Resolution

24.1 (a) Public Entity Customer: the law of the Public Entity's state, venue in a competent court of that state. (b) U.S. federal Customer: U.S. federal law, venue in a competent U.S. district court; FAR 15.406-3(b) order of precedence. (c) Tribal Customer: governing law and venue as agreed in the Order. (d) Private or commercial Customer: Delaware law, exclusive jurisdiction and venue in the Superior Court of the State of Delaware and the U.S. District Court for the District of Delaware, with objections to venue and forum non conveniens waived.

24.2 The UN Convention on Contracts for the International Sale of Goods does not apply.

24.3 (a) Before suit (other than injunctive relief or undisputed-fee collection), executive escalation and good-faith conference for thirty (30) days. (b) Public Entities: court resolution per § 24.1; no arbitration, no jury waiver, no class waiver, no immunity waiver. (c) Commercial customers: disputes are resolved in the § 24.1(d) courts; the parties waive no jury right and do not agree to arbitration. (d) Either party may seek injunctive relief for IP or Confidential Information in any competent court, without bond and without § 24.3(a).

25. Compliance and Restricted Data

25.1 Customer will not submit to the Offerings, absent a signed written addendum: (a) CJI/CHRI from CJIS systems or criminal-history repositories; (b) FTI under IRS Pub. 1075, including derivatives; (c) PHI under HIPAA; (d) FERPA education records; (e) CUI, classified information, or ITAR/EAR-controlled information; (f) PCI cardholder data outside a designated PCI-scoped integration; (g) SSNs, government ID numbers, financial account numbers, precise individual geolocation, or under-13 children's data, except as the Documentation and DPA contemplate; (h) EEA/UK/Swiss personal data except per the DPA. Limb (h) does not apply to business contact information and submissions received from individuals and organizations outside the United States in the ordinary course of Customer's outreach, including responses to RFIs, RFPs and inquiries.

25.2 Customer screens before submission and promptly notifies Incenti of any Restricted Data found; the parties cooperate to remove or quarantine it.

25.3 Each party complies with export and sanctions law; Customer represents it is not a sanctioned party or in a sanctioned jurisdiction.

26. Changes to These Terms

26.1 Incenti may modify the Master Terms and Schedules; a modification takes effect for an existing Customer only at the start of the next Subscription Term, on at least sixty (60) days' notice.

26.2 Each published document is dated and versioned, with a public archive of superseded versions and a redline against the version each supersedes.

26.3 If a modification or discontinuation of a material feature materially and adversely affects Customer, Customer may terminate the affected Offering before it takes effect and receive a pro-rata refund of prepaid, unused fees.

27. General Provisions

27.1 Notices are written and effective on receipt: to Incenti at Incenti Solutions, Inc., c/o Onward HQ, 110 NW 2nd St, Bentonville, AR 72712, copy legal@incenti.co; to Customer per the Order or account. Routine operational notices (§§ 8.2(c), 10.3, 11, 19.4) may go by email to the administrator.

27.2 Assignment requires consent, except to a successor in a merger, acquisition or asset sale on notice. A Public Entity may terminate without penalty within sixty (60) days of notice of Incenti's assignment to a successor, with a pro-rata refund.

27.3 Subcontracting is permitted with Incenti remaining responsible; § C.13 governs Services subcontracting and Incenti-as-subcontractor.

27.4 Force majeure excuses non-payment obligations delayed by events beyond reasonable control, with mitigation and prompt resumption.

27.5 Independent contractors; no partnership, joint venture, agency or employment.

27.6 Severability with minimum necessary modification.

27.7 Waivers must be written; non-enforcement is not waiver.

27.8 Entire agreement, superseding prior proposals and understandings.

27.9 Interpretation. "Including" is non-limiting; headings are convenience; no construction against the drafter.

27.10 Counterparts and electronic signature permitted.

27.11 Federal acquisition. The Offerings are "commercial products" and "commercial services" under FAR 2.101, provided with only the rights granted to all customers, per FAR 12.212 and DFARS 227.7202.

Schedule A — Incenti EDOS

This Schedule applies where Customer subscribes to EDOS. Capitalized terms not defined here have the meanings given in the Master Terms.

A.1 Scope

EDOS is an operational workflow platform for economic development organizations, site selectors and their partners. It supports intake and management of first-party form submissions and media; ingestion of historical data archives; pipeline and project management; incentive program administration; compliance tracking and reporting; RFI, RFP and inquiry response management; property and available-site information; relationship management; in-platform economic and fiscal impact analysis (§ A.19); and AI-assisted analysis, summarization and grading — each as further described in the Documentation. The modules included in Customer's subscription are stated in the Order.

A.2 Data Categories

Customer Data in EDOS may include:

(a) Submissions — responses to forms created by Customer, including text, images, documents, video, audio and other media;
(b) Historical Archives — historical data an EDO, site selector or predecessor system contributes for centralized storage and analysis;
(c) Pipeline and Project Data — pipelines, projects and opportunities created manually or populated automatically, including prospect identities, project codes, deal stage, requirements and correspondence;
(d) Program Data — incentive program information, including budgets and appropriations, offered and awarded amounts, agreement terms, clawback and recapture provisions, compliance and performance status, reporting, and the identity of applicants and recipients;
(e) Property Records — property, building and available-site information, including location, attributes, ownership, availability, pricing, imagery, site plans and documents;
(f) CRM Data — names, titles, organizations, contact information, properties of interest, activity history, notes, documents and media relating to individuals and organizations;
(g) Site-Selector Data — where Customer is a site selector or its advisor: client RFIs and requirements, EDO responses in all media types, AI grading and shortlisting outputs, and compliance records; and
(h) AI Input and AI Output generated in EDOS; and

(i) Impact Analysis Data — the project descriptions, direct-effect inputs, assumptions, scenarios, geographies and results of Platform Impact Reports generated under § A.19.

A.2.1 Relationship to Schedule D. This § A.2 describes what EDOS holds. Schedule D classifies it and governs what may be done with it. A category named in this § A.2 is not confined to a single tier — a Property Record is ordinarily Tier 1 and Program Data is ordinarily Tier 3, but classification attaches to the record, not to the category name, and § D.7 moves individual records between tiers on a recorded event. Where this § A.2 and Schedule D are read together, Schedule D governs handling.

A.3 Submissions and Media

A.3.1 Customer controls the design of its forms and the fields it collects. Customer is responsible for ensuring that its forms collect only information Customer is authorized to collect, that appropriate notices and consents are presented to respondents, and that any required privacy notice is given.

A.3.2 Incenti processes Submissions and media on Customer's instructions. Incenti does not review or moderate Submissions except as provided in § A.10.

A.3.3 Customer is responsible for the licensing status of media in Submissions, including photographs, renderings, site plans, drone imagery and video, and for obtaining any release required for the depiction of identifiable individuals.

A.4 Historical Archives and Migration

A.4.1 Where Customer contributes Historical Archives, Customer represents that it holds the rights necessary to contribute them and that contribution does not breach an agreement with a predecessor vendor, a data provider, or a third party.

A.4.2 Incenti will perform migration and transformation services as stated in the Order. Incenti does not warrant the accuracy or completeness of migrated data and is not responsible for defects present in the source system.

A.4.3 Historical Archives are Customer Data and are subject to the Master Terms in full, including §§ 5, 7, 13 and 19.

A.5 Property and Site Records

A.5.1 Property Records are Customer Data. Customer retains ownership of Property Records, including all copyrights and other intellectual property rights in any listing text, photograph, rendering, site plan, brochure, video or other material it submits.

A.5.2 Property Records may also enter Customer's EDOS account from an Integration Partner, where Customer holds an account with that Integration Partner and has authorized the exchange. Property Records received from an Integration Partner are subject to that partner's terms as between Customer and that partner. Incenti transmits them as a conduit and makes no representation as to their accuracy, completeness or licensing status.

A.6 Property Data Sharing with an Integration Partner

A.6.1 The default is that no Property Record is shared. Master Terms § 5.1.1 applies to Property Records as it applies to all Customer Data, and a Property Record shared under this § A.6 flows under § 5.1.1(c) — the Integration Partner receives it as an independent recipient and uses it for its own purposes. No Property Record is shared with an Integration Partner, published, or otherwise disclosed outside Customer's account unless Customer enables the capability described in this § A.6, and Master Terms § 5.1.2 (cross-tenant rule) applies to every such exchange. The service license in Master Terms § 5.2 is otherwise limited to operating the Offerings for Customer and terminates with the Subscription Term.

A.6.2 The capability. Where Customer elects to enable it, Incenti may share property and site records from Customer's account with an Integration Partner, so that the properties and sites Customer wishes to market can be found through that partner's service.

A.6.3 Scope limit — Tier 1 only, and information already published externally elsewhere. Customer may enable sharing only for property and site information that is classified Tier 1 under Schedule D and is already published externally elsewhere. Incenti does not share, and Customer will not enable sharing for, any record or field that is not. No Tier 2 Data and no Tier 3 Data is shared under this § A.6 in any circumstance, and no setting, account-level default, bulk action or import may cause it to be (Schedule D §§ D.4, D.5).

A.6.4 License. For each Property Record for which Customer enables sharing, and only for so long as sharing remains enabled, Customer grants Incenti a non-exclusive, royalty-free license to reproduce, transmit and display the record and its associated media, to reformat it for display, and to permit the Integration Partner to display and distribute it — in each case solely for the purpose described in § A.6.2. Sharing transmits only the listing fields of the Property Record (Master Terms § 5.1.1(c)); the record's internal associations — its attachment to projects and pipelines, its status (including sold or under contract), and its links to organizations and persons in CRM Data or Site-Selector Data — are never transmitted or displayed. The record-level control is how Customer withdraws from shared display a property that is sold, under contract, or otherwise no longer available. The license (a) attaches to no other Customer Data, and never attaches to Pipeline and Project Data, Program Data, CRM Data or Site-Selector Data; (b) does not permit sale of the record as a standalone data product; (c) does not permit use of Customer's name, logo or marks except to identify Customer as the source of the listing; and (d) ends for a record when Customer turns sharing off for it, and ends entirely on expiration or termination of the Agreement.

A.6.5 Opt-in at the record level. Sharing is OFF by default. No Property Record is shared unless Customer affirmatively enables it for that record. Customer's administrator may set an account-level default, but an account-level default may not be applied to records created before it was set. EDOS displays the sharing status of each Property Record and logs changes to it.

A.7 Customer Representation for Shared Records

For each Property Record Customer enables for sharing, Customer represents that it has the right to share the record and its associated media, that the information in it is already published externally elsewhere (§ A.6.3), and that sharing it breaches no confidentiality obligation, no third party's rights, and no restriction on Customer's own authority to disclose it.

A.8 Accuracy and Currency

Customer will keep each shared Property Record accurate and current, and will turn sharing off for, or update, a record promptly when the property comes off market, is leased or sold, or when a material fact in the record changes.

A.9 Turning Sharing Off

A.9.1 Customer may turn sharing off for any Property Record, or for its account entirely, at any time and for any reason, through EDOS.

A.9.2 On disablement, Incenti will stop sharing the record and will ask the Integration Partner to remove it.

A.9.3 INCENTI CANNOT GUARANTEE THE REMOVAL OF COPIES THE INTEGRATION PARTNER HAS ALREADY DISTRIBUTED OR CACHED, AND DOES NOT WARRANT DOWNSTREAM DELETION.

A.10 Discretionary Removal; DMCA

A.10.1 Discretionary removal. Incenti may remove, stop sharing, or decline to share any Property Record or other Customer Data, at its discretion, where Incenti reasonably believes it (a) infringes a third-party right, (b) violates law or § 6 of the Master Terms, (c) contains confidential or exempt information, (d) is materially inaccurate or misleading, or (e) exposes Incenti or an Integration Partner to liability. Incenti will notify Customer promptly and, where the issue is curable, will give Customer a reasonable opportunity to cure before removal where circumstances permit.

A.10.2 Repeat infringers. Incenti maintains and enforces a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

A.10.3 DMCA notices. Incenti has designated an agent to receive notifications of claimed copyright infringement under 17 U.S.C. § 512(c). Notices should be sent to: DMCA Agent, Incenti Solutions, Inc., c/o Onward HQ, 110 NW 2nd St, Bentonville, AR 72712, legal@incenti.co.

A notification must include the elements required by 17 U.S.C. § 512(c)(3). Incenti will respond to valid notifications and counter-notifications in accordance with 17 U.S.C. § 512.

A.11 Effect of Termination on Shared Records

On expiration or termination, the license in § A.6.4 ends, Incenti stops sharing Customer's Property Records, and Incenti will ask the Integration Partner to remove them. § A.9.3 applies.

A.12 CRM, Personal Data and the DPA

A.12.1 CRM Data and Submissions may contain Personal Data. Where they do, the DPA at https://incenti.co/legal/dpa applies and is incorporated into the Agreement, and Customer is the controller (or, where applicable, the business) and Incenti is the processor (or service provider) with respect to that Personal Data.

A.12.2 Customer is responsible for (a) providing legally sufficient privacy notices to individuals whose Personal Data it submits, including any notice required under GDPR Art. 14 for data not collected from the individual; (b) establishing a lawful basis for its processing; (c) responding to individual rights requests; (d) compliance with public records, records-retention and open-government law; and (e) determining retention periods.

A.12.3 Incenti will assist Customer with (a) responding to individual rights requests, through export, correction, deletion and suppression functionality; (b) data protection impact assessments; and (c) security-incident notification under Master Terms § 11, in each case as further specified in the DPA.

A.12.4 California. Incenti is a "service provider" under the CCPA with respect to Personal Data it processes on Customer's behalf. Incenti does not sell or share such Personal Data, and will not retain, use or disclose it except to perform the Offerings, or as otherwise permitted by Cal. Civ. Code § 1798.140(ag).

A.13 Incentive Program Data

A.13.1 Program Data is Tier 3 Data under Schedule D § D.5 until a Publication Event occurs in respect of it (§ D.7). While it is Tier 3 Data it is Confidential Information of Customer under Master Terms § 7.1, is excluded from Aggregated Data by Master Terms § 13.3(a) absent an affirmative opt-in under § 13.4, and does not flow to the Integration Partner in either capacity. On a Publication Event, the published fields of the record become Tier 1 Data and are handled accordingly; the unpublished fields of the same record do not move and remain Tier 3 (§ D.7.4).

A.13.2 Customer is responsible for determining the public records status of Program Data. Incenti makes no representation that Program Data is exempt from disclosure.

A.13.3 Program Data is never exposed publicly through EDOS. It is accessible only to Authorized Users within Customer's account, subject to the role-based access controls the platform provides.

A.14 AI Grading

A.14.1 Function. Where enabled, EDOS applies AI Features to grade, score, summarize, rank or shortlist Submissions, RFI responses and related Customer Data according to criteria Customer configures.

A.14.2 Default off. AI grading is disabled by default and must be affirmatively enabled by Customer's administrator. Master Terms § 12.8 applies.

A.14.3 Human review is mandatory. Master Terms § 12.6(c) applies in full to AI grading. Customer will not use a grade, score, ranking or shortlist generated by EDOS as the sole or determinative basis for advancing, eliminating, qualifying, disqualifying or scoring any applicant, respondent, company or project. Customer will maintain a documented human review process and will retain records sufficient to demonstrate that the final decision was made by a qualified human being who considered factors beyond the AI Output.

A.14.4 Opinion, not fact. Master Terms § 12.6(b) applies to every grade, score, ranking and shortlist.

A.14.5 Configuration and criteria. Customer is solely responsible for the grading criteria it configures, including whether those criteria are lawful, non-discriminatory and consistent with Customer's own procurement, program and civil-rights obligations. Incenti does not review or approve Customer's grading criteria.

A.14.6 Transparency artifacts. EDOS will make available, for each graded item, the criteria applied, the score assigned, and where the model supports it, the rationale generated. Customer may export this record. Master Terms § 8.6 applies.

A.14.7 Site-selector grading. Where Customer is a site selector, §§ A.14.1–A.14.6 apply equally to grading and shortlisting of EDO responses and communities.

A.15 EDOS AI Assistant

A.15.1 The EDOS AI Assistant reads and analyzes Customer Data within Customer's own account — including Historical Archives and first-party Submissions — to answer questions and produce summaries, overviews, trends, correlations and other analysis of that account's data, and only that account's data. Master Terms § 12.3 applies, including its statement that AI Subprocessors process AI Input and AI Output solely to generate responses and never to train models.

A.15.2 The AI Assistant does not browse the public internet, does not retrieve external web content, and does not access the Customer Data of any other customer. Master Terms § 12.3 applies.

A.15.3 Analysis of trends, patterns and opportunities produced by the AI Assistant is AI Output and is subject to Master Terms §§ 12.4–12.7 and 21.

A.16 Storage, Media and Fair Use

A.16.1 Storage, media and API usage allowances are stated in the Order. Incenti will notify Customer before Customer exceeds an allowance and will not delete Customer Data for exceeding one. Overage is billed at the rate in the Order.

A.16.2 Incenti may impose reasonable technical limits on individual file size, video length, API request rate and concurrent sessions, published in the Documentation.

A.16.3 Incenti may apply fair-use limits to AI Feature consumption, published in the Documentation, and will notify Customer before applying a restriction.

A.16.4 Export formats. Incenti will make Customer Data available for export in the following machine-readable, non-proprietary formats: structured records in CSV and JSON; documents and media in their originally uploaded formats; and relationship, pipeline and program data with referential keys preserved.

A.17 Integrations and Integration Partners

A.17.1 EDOS supports integrations with third-party services. Customer's use of a third-party service is governed by Customer's agreement with that provider. Incenti is not responsible for a third-party service, its availability, its security, or its use of data Customer directs Incenti to transmit to it.

A.17.2 Enabling an integration constitutes Customer's instruction to Incenti to transmit the specified Customer Data to that service.

A.17.3 Integration Partners are identified in the Documentation and by name in the Subprocessor List. Master Terms § 10.3 (advance notice and objection) applies to the addition of an Integration Partner that receives Customer Data.

A.17.4 Incenti may discontinue an integration if the third party terminates it, changes its terms, or ceases to meet Incenti's security requirements. Incenti will give as much notice as reasonably practicable. If a discontinued integration was material to Customer's use of EDOS, Master Terms § 26.3 applies.

A.18 Support and Availability

A.18.1 Support. Incenti will provide support during 8:00 a.m. to 6:00 p.m. Central Time, Monday through Friday excluding U.S. federal holidays, with target initial response times of P1 (platform down or data at risk): 2 hours; P2 (material feature impaired): 4 hours; P3 (limited impairment): 1 business day; P4 (question or request): 3 business days. Support is provided at these levels to every Customer regardless of tier under § A.18.2.

A.18.2 Service levels are tiered. Availability commitments and service credits are tiered, and which tier applies to Customer is determined by the Order.

(a) Standard tier — commercially reasonable efforts, no service credits. Unless the Order expressly states an uptime commitment, Customer is on the standard tier. For the standard tier — which applies to self-serve, online and standard subscriptions — Incenti will use commercially reasonable efforts to make EDOS available and to minimize unscheduled unavailability, and Incenti publishes its availability history at https://status.incenti.co. No uptime percentage is committed and no service credit is payable. Customer's remedies for a persistent failure of availability are those in §§ 19.2 (termination for material breach), 20.3 and 26.3, and nothing in this § A.18.2(a) limits them.

(b) Committed tier — stated uptime target with capped service credits. Where the Order expressly states an uptime commitment, Incenti will make EDOS available at least the stated percentage of the time in each calendar month, measured monthly and not quarterly, and the service credit regime in § A.18.3 applies. The committed tier is available for negotiated enterprise and Public Entity agreements. The Order states (i) the uptime percentage, (ii) the credit rate and cap, (iii) the measurement method, and (iv) any exclusions additional to those in § A.18.2(c).

(c) Exclusions applicable to both tiers. Availability excludes scheduled maintenance announced at least 48 hours in advance; emergency maintenance necessary to address a security vulnerability or a risk of data loss, announced as far in advance as is practicable; events beyond Incenti's reasonable control (§ 27.4); unavailability caused by Customer's own systems, network, configuration or Authorized Users; unavailability of a third-party service, Integration Partner or Customer system (§§ A.17.1 and A.17.4); suspension permitted under § 18; and unavailability of a Custom Feature where § C.22.9(a)(ii) so provides. Incenti does not exclude any initial period of an outage from measurement.

A.18.3 Service credits — committed tier only. Where the Order places Customer on the committed tier and monthly availability falls below the stated target, Customer may request a service credit of 5% of the monthly fee for the affected Offering per full hour of unavailability, up to 100% of that month's fee. Requests must be made within thirty (30) days after the end of the affected month. Service credits are Customer's sole monetary remedy for failure to meet the committed uptime target, except that Customer may terminate the affected Order without penalty and receive a pro-rata refund of prepaid, unused fees if Incenti fails to meet the committed target for three (3) consecutive calendar months or for any four (4) calendar months within a rolling twelve (12)-month period, or if availability falls below 95.0% in any single calendar month. No service credit is payable on the standard tier.

A.18.4 What the tier does not affect. The tier under § A.18.2 does not affect §§ 8.2 (records assistance), 9 (security), 11 (security incident notification) or 19 (export and deletion), each of which applies in full to every Customer.

A.19 In-Platform Economic and Fiscal Impact Analysis

A.19.1 Function. EDOS includes an economic and fiscal impact analysis feature that allows Authorized Users to generate estimates of the direct, indirect and induced economic effects, and of the fiscal effects, of a project, program or scenario within a defined geography, on a self-service basis, using Incenti's RIMS II-based economic and fiscal impact models. A report so generated is a Platform Impact Report.

A.19.2 Two tiers of impact analysis. The feature described in this § A.19 is the in-platform tier of Incenti's impact analysis. A deeper analytical tier — performed by Incenti personnel, for larger or more complex projects, and reviewed before delivery — is a Professional Services engagement under Schedule C § C.21 and is not part of EDOS. The two tiers use related models. They may produce different results for the same project, because the inputs, assumptions, regionalization, adjustments and scenario structure differ, and because the advanced tier applies analytical judgment that the in-platform tier does not. A difference between the two is not an error in either, and neither supersedes the other unless a Statement of Work says so.

A.19.3 SELF-SERVICE; NO INCENTI REVIEW. A PLATFORM IMPACT REPORT IS GENERATED BY CUSTOMER, ON INPUTS AND ASSUMPTIONS CUSTOMER SELECTS, WITHOUT REVIEW, VALIDATION, APPROVAL, CORRECTION OR ENDORSEMENT BY ANY INCENTI PERSONNEL. NO INCENTI PROFESSIONAL REVIEWS A PLATFORM IMPACT REPORT BEFORE CUSTOMER RECEIVES IT, RELIES ON IT, PRESENTS IT, SUBMITS IT OR PUBLISHES IT. For the purposes of Schedule B §§ B.12.3 and B.12.4, the Authorized User who generates a Platform Impact Report is the analyst, and it is Customer's responsibility to ensure that the inputs are defined appropriately, are realistic and are documented. Where Customer requires that an impact analysis be prepared or reviewed by Incenti personnel, that is a Professional Services engagement under Schedule C § C.21 and requires a Statement of Work.

A.19.4 Model-output disclaimers apply in full, whether or not Customer subscribes to Incenti Insights. Master Terms §§ 12.6(b) (gradings, scores and model results are statements of opinion), 21.3, 21.4 and 21.5, and Schedule B §§ B.11 (accuracy and model-output disclaimer) and B.12 (economic and fiscal impact estimates — including the assumption list at § B.12.2, the analyst-responsibility rule at § B.12.3, the no-endorsement rule at § B.12.4, the not-a-determination rule at § B.12.5 and the required published disclaimer at § B.12.6), apply to every Platform Impact Report and to every estimate, projection and model result in it, whether or not Customer subscribes to Incenti Insights. A Platform Impact Report is Insights Output for the purposes of those sections. Schedule B § B.6 (attribution, including the data year and model region) applies to any Platform Impact Report Customer publishes or provides to a third party. § 3.1.3 supplies the tie-break.

A.19.5 Required disclaimer and attribution at the point of output. Every Platform Impact Report that is exported, printed, downloaded, shared, embedded or otherwise made available outside the generating user's session carries (a) Incenti's standard impact-estimate disclaimer, and (b) the attribution required by Schedule B § B.6.2, including the data year and the model region. Incenti generates that text automatically at the point of output, and Customer will not remove, obscure, alter or detach it. Schedule B § B.12.6 and Master Terms § 6.1(f) apply.

A.19.6 Not a determination; not the sole basis for a decision. A PLATFORM IMPACT REPORT IS A MODELED PROJECTION BASED ON STATED ASSUMPTIONS. IT IS NOT A DETERMINATION OF INCENTIVE ELIGIBILITY, AN APPRAISAL, A FISCAL NOTE, AN AUDIT, A CERTIFICATION, AN OFFICIAL COST ESTIMATE, OR A FORECAST OF TAX REVENUE, AND IT MUST NOT BE THE SOLE BASIS FOR ANY AWARD, APPROPRIATION, BOND, SITING OR BUDGETING DECISION. Schedule B § B.12.5 applies. Where a Platform Impact Report informs a decision producing legal effects or similarly significant effects concerning a person or entity, Master Terms § 12.6(c) (mandatory human review) applies to the extent an AI Feature was used to generate, populate or summarize it.

A.19.7 License to use and publish a Platform Impact Report. Customer may use, reproduce, display, distribute, publish and archive a Platform Impact Report in each of the ways permitted by Schedule B § B.5.1, subject to §§ B.6 (attribution) and B.7 (prohibited uses). That license is perpetual, is irrevocable as to a Platform Impact Report generated before termination, and survives termination on the same terms as the license in Schedule B §§ B.5.3 and B.14.2. Where Customer does not subscribe to Incenti Insights, this § A.19.7 supplies the license, and Schedule B §§ B.3 and B.4 do not apply to it.

A.19.8 Administrative control. The impact analysis feature is enabled by default. Additional controls over the feature, where offered, are described in the Documentation. Master Terms § 12.8 applies to any AI Feature used within it.

A.19.9 Incenti Data within a Platform Impact Report. Where a Platform Impact Report draws on Incenti Data — including multipliers, coefficients, regional parameters, model parameters or benchmark values — that data remains Incenti Data and Background IP, and Master Terms §§ 6.1(d) and 14.1 and Schedule B § B.7(g) apply. Customer may publish the result; Customer may not publish, extract, reconstruct or infer the model.

A.20 Incenti Contacts

A.20.1 Description. Incenti EDOS includes Incenti Contacts, a curated professional contact database. Availability varies by account type: economic development organization accounts see private-sector and site selection professionals; site selector, consultant and company accounts see professionals at economic development organizations. Incenti Contacts and every entry in it are Incenti Data, not Customer Data, and Incenti may add, correct, suspend or remove entries at any time.

A.20.2 Provenance. Every entry is submitted directly to Incenti by the individual it describes, on an opt-in basis, under Incenti's published sign-up notice. No entry is drawn from Customer Data or any customer's account, and Incenti does not purchase, scrape or license entries from third parties.

A.20.3 License. During the Subscription Term, Customer's Authorized Users may view entries and use them to contact the individuals described, for professional outreach reasonably related to their stated focus areas — RFPs, RFIs, project, site and program opportunities and similar economic development purposes. Customer will not: bulk-export, resell, redistribute or publish entries or the database; use entries to build, enhance or verify any contact database, directory or list provided to any third party, or any product that substitutes for Incenti Contacts; or add entries to general marketing lists unrelated to their stated focus areas. Master Terms § 6.1 applies.

A.20.4 Communications law. Customer is solely responsible for its outreach complying with applicable law, including CAN-SPAM, the TCPA and state telemarketing and text-messaging law. Entries are business contact records; inclusion in Incenti Contacts is not consent by the individual to receive any particular communication, and Customer will honor unsubscribe and do-not-contact requests it receives.

A.20.5 Withdrawal. Individuals may withdraw from Incenti Contacts at any time. Withdrawn entries are removed from the database, and Customer will not initiate new outreach based on a removed entry, including from copies previously retrieved.

A.20.6 No warranty; no eligibility use. Entries are provided "AS IS"; Incenti does not warrant their accuracy, currency or deliverability, and Master Terms § 21 applies. Incenti Contacts is not a consumer report, and Master Terms § 12.11 applies to any use of it.

A.20.7 Termination. Access to Incenti Contacts ends with the Subscription Term, and Master Terms § 19.6 applies to retained copies, except that Customer may retain its own records of outreach already made.

Schedule B — Incenti Insights

This Schedule applies where Customer subscribes to Incenti Insights. Capitalized terms not defined here have the meanings given in the Master Terms.

B.1 Scope

Incenti Insights is a data and benchmarking platform. It draws on (a) federal, state and local government and other public data sources; (b) commercial datasets Incenti licenses from third parties; (c) proprietary datasets Incenti has developed, including its incentives database and its economic and fiscal impact calculator based on the Bureau of Economic Analysis Regional Input-Output Modeling System (RIMS II); and (d) state-level benchmark content compiled exclusively from publicly available information, as described in § B.15.

B.2 Definitions

"Insights Content" means all data, datasets, records, tables, indices, benchmarks, multipliers, coefficients, model parameters, methodologies, documentation and other material made available through Insights, and all Insights Output.

"Insights Output" means the results generated by Customer's use of Insights, including query results, tables, charts, maps, reports, benchmark comparisons, estimates, projections, scores, rankings, model results and economic and fiscal impact analyses.

"Third-Party Content" means Insights Content licensed to Incenti by a third party and identified as such in the Documentation or at https://incenti.co/legal/data.

"Customer Work Product" means a report, analysis, presentation, prospectus, board or council memorandum, application, filing or similar deliverable created by Customer that incorporates Insights Output.

"State Benchmark" means the state-level benchmark content made available through Insights, which provides insight into companies, industries and incentive awards previously granted within a state, as described in § B.15. The State Benchmark is Insights Content.

"Publicly Available Information" means information lawfully made available to the general public, including information available from federal, state, local or tribal government records; from a governmental body's own publication, disclosure, register, dashboard, database, open-data portal or response to a public records request; from a public filing or public procurement or award record; from a public announcement, press release or public statement by an awarding body or an award recipient; from the minutes or agenda materials of a public meeting; or from widely distributed media. Information is not Publicly Available Information where it was obtained from Customer Data, from any customer's account, under an obligation of confidence, from a non-public source, or from a source that made it available only to a restricted audience.

B.3 License Grant

Subject to the Agreement, Incenti grants Customer a non-exclusive, non-transferable, non-sublicensable (except as stated in § B.5) license, during the Subscription Term, for Authorized Users to access and use Insights and Insights Content, and to generate, download and use Insights Output, for Customer's own economic development, research, planning, marketing, program administration and advisory purposes.

B.4 Permitted Internal Use

Customer may, within its own organization: query, filter, view, analyze and model Insights Content; download and print reasonable extracts; store Insights Output in Customer's own systems, including in EDOS; and combine Insights Output with Customer's own data for Customer's own analysis.

B.5 Publication of Outputs in Customer Deliverables

B.5.1 Permission. Subject to the restrictions in this Schedule and provided that Customer affixes an attribution statement in accordance with § B.6, Customer may:

(a) create representations of Insights Content and Insights Output in hard-copy or static electronic format (for example, PDF, PNG, JPEG, SVG or HTML), including tables, charts, graphs, maps and data summaries; and

(b) use and include such representations in Customer Work Product — including reports, briefs, memoranda, presentations, prospectuses, marketing studies, RFI and RFP responses, grant and incentive applications, board and council packets, press materials, and other documents — and make that Customer Work Product available to third parties, including by publishing it on Customer's website or in a public meeting packet.

B.5.2 Interactive display. Customer may display Insights Output in an interactive form only through functionality Incenti provides for that purpose (such as an embed or share link Incenti makes available). Customer may not build or publish an interactive, queryable or API-accessible interface to Insights Content.

B.5.3 Ownership of Customer Work Product. As between the parties, Customer owns all intellectual property rights in its own Customer Work Product. Incenti retains all rights in the Insights Content incorporated in it, and grants Customer a perpetual, irrevocable, royalty-free, non-exclusive license to use, reproduce, display and distribute the incorporated Insights Content solely within the context of that Customer Work Product.

B.6 Attribution

B.6.1 Required. Every representation of Insights Content or Insights Output that Customer publishes or provides to a third party must carry an attribution statement identifying Incenti and any applicable third-party licensor as the source.

B.6.2 Required elements. The attribution must state (a) "Incenti Insights"; (b) the data year or model year of the data used; and (c) the geography or model region of the analysis. Where a hyperlink is possible, the attribution must include a live hyperlink to [www.incenti.co] rather than plain text.

B.6.3 Form. The required form of attribution is published at https://incenti.co/legal/data and may be updated from time to time. An example:

Source: Incenti Insights, 2026 data year, for a model region comprising Dallas, Collin, Denton and Tarrant Counties, Texas. https://incenti.co

B.6.4 Notices follow the output. Customer will not remove or obscure any copyright, trademark, proprietary-rights notice, legend, watermark or attribution contained in or affixed to Insights Content, Insights Output, any metadata file, or any online or hard-copy attribution page, and will reproduce them in Customer Work Product.

B.6.5 No unattributed public use. No unattributed public use or presentation of Insights Content or Insights Output is permitted.

B.7 Prohibited Uses

Customer will not, and will not permit any Authorized User or third party to:

(a) sell, rent, lease, sublicense, distribute, publish, furnish or otherwise provide Insights Content or Insights Output to a third party, except as expressly permitted by § B.5;

(b) provide direct access to Insights, or credentials for Insights, to any person who is not an Authorized User;

(c) use Insights on behalf of, or to provide a product or service to, a third party, except through Authorized Users acting exclusively for Customer's benefit and except as permitted by § B.5;

(d) use Insights Content or Insights Output, or any data derived from either, for the purpose of compiling, enhancing, verifying, supplementing, adding to or deleting from a compilation of information that is sold, rented, published, furnished or in any manner provided to a third party;

(e) create, contribute to, or enable the creation of any dataset, database, index, model or product that is a functional substitute for Insights, or that could reasonably be expected to reduce or eliminate the need to obtain Insights Content from Incenti;

(f) cobrand Insights Content, use it in an unauthorized service or product, or offer it through or on behalf of a third party;

(g) publish, disclose or provide to any third party any multiplier, coefficient, model parameter, or methodology underlying Insights, whether obtained directly or derived by inference from Insights Output;

(h) scrape, spider, crawl, harvest, or use any robot, automated device, process or means to access Insights, or download Insights Content In Bulk (where "In Bulk" means downloading all or parts of Insights Content in a systematic or regular manner so as to create a collection comprising all or part of it, whether or not the collection is in electronic or print form);

(i) circumvent, or attempt to circumvent, any rate limit, export limit, watermark, access control or security measure;

(j) re-identify or attempt to re-identify any de-identified, aggregated, suppressed or summarized data — including any Aggregated Data, benchmark, index, peer comparison, State Benchmark value or suppressed cell — or combine, join, match or cross-reference any of them with other data, whether Customer's own or obtained from any other source, for the purpose of identifying, or in a manner that would reasonably be expected to identify, any natural person, company, project, property, prospect, applicant, award recipient, contributing organization or customer of Incenti, or of determining which portion of any such data is attributable to any of them. Master Terms §§ 6.1(e) and 13.6.1 apply and are cumulative with this limb;

(k) reverse engineer, decompile, disassemble or attempt to derive the source code, structure, algorithms, model weights or coefficients of Insights; or

(l) remove or obscure any proprietary notice.

B.8 Upstream Licensor Pass-Through

B.8.1 Certain licensors of Third-Party Content require Incenti to flow down additional attribution requirements, use restrictions and terms. Those terms supplement and amend the Agreement with respect to the applicable Third-Party Content and are available at https://incenti.co/legal/data. Customer will comply with them.

B.8.2 Where Customer licenses a subset of a dataset, Customer may use only the licensed subset and no other portion.

B.8.3 Where a licensor imposes a time limit on the retention of downloaded Third-Party Content, that limit is stated at https://incenti.co/legal/data and Customer will comply with it.

B.8.4 Licensors of Third-Party Content are third-party beneficiaries of §§ B.6, B.7, B.8 and B.11 to the same extent as Incenti.

B.8.5 Source continuity. Insights Content sourced from a government program, public dataset or Third-Party Content licensor is available for as long as Incenti maintains the corresponding source relationship or license. If a source is discontinued, materially repriced, restricted or terminated, Incenti may exclude or substitute the affected content without breach of the Agreement, will use commercially reasonable efforts to provide substantially comparable content or identify alternatives, and will update the page at https://incenti.co/legal/data. Exclusion or substitution of content is not itself a fee event; if an exclusion eliminates a material capability of Insights for the remainder of a paid Subscription Term and no substantially comparable substitute is provided, Customer may terminate the affected Order under Master Terms § 26.3 and receive a pro-rata refund of prepaid, unused fees.

B.9 No AI/ML Training on Incenti Data

B.9.1 Prohibition. Customer may not use Insights Content or Insights Output, in whole or in part, outside of the Offerings, to train, fine-tune, test, validate, ground, prompt-tune or otherwise develop any artificial intelligence, machine learning, neural network, large language model, generative model or similar system. Customer may not use Insights Content as an input to a generative AI system to create derivative works, compilations or collective works, and may not use outputs, insights or information derived from Insights Content to train or improve any such system. Customer may not permit or assist any third party to do any of the foregoing.

B.9.2 Carve-outs.

(a) This § B.9 does not restrict Customer's use of AI Features within the Offerings.
(b) This § B.9 does not apply to Customer's own Customer Data that Customer has exported from the Offerings through available export functionality, provided that data does not incorporate Insights Content.
(c) This § B.9 does not prohibit Customer from using a general-purpose AI assistant to help draft or edit Customer Work Product that contains Insights Output, provided Customer does not submit Insights Content in bulk and does not permit the assistant's provider to train on it.

B.9.3 Safeguards. Customer will implement and maintain reasonable technical, administrative and organizational measures to prevent a use prohibited by § B.9.1, including keeping Insights Content within a controlled environment and not placing it in a repository accessible to a model training pipeline.

B.9.4 Certification and audit. On Incenti's written request, not more than once per year, Customer will provide a written certification, signed by an officer or authorized representative, confirming compliance with this § B.9.

B.9.5 Reservation. Incenti reserves all rights to license the use of Insights Content and Insights Output for artificial intelligence and machine learning purposes. Nothing in this § B.9 grants any such right.

B.10 Enforcement and Monitoring

B.10.1 Incenti may embed watermarks, seed records, canary values and similar markers in Insights Content and Insights Output, and may monitor for their appearance, to detect unauthorized use or redistribution. Incenti will not use these techniques to monitor the substance of Customer's business activity.

B.10.2 A breach of § B.7 or § B.9 is a material breach, is subject to the ten-day cure period in Master Terms § 19.2, and is excluded from the liability cap under Master Terms § 22.3(d).

B.11 Accuracy and Model-Output Disclaimer

B.11.1 Master Terms §§ 21.3, 21.4 and 21.5 apply in full to Insights Content and Insights Output.

B.11.2 Sources and methods. Insights Content is compiled from government data sources, licensed commercial datasets and proprietary datasets, using proprietary analytical processes. Where source data points are suppressed, withheld, sampled, delayed, revised or missing, Incenti uses estimates and imputation, and those estimates are subject to error. Government sources revise their data; a value reported today may differ from the same value reported later.

B.11.3 INCENTI MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY AUTHORIZED USER OR ANY OTHER RECIPIENT OF CUSTOMER WORK PRODUCT, AS TO THE ACCURACY, COMPLETENESS, CURRENCY, VALIDITY, INTEGRITY OVER TIME, OR ADEQUACY OF — OR OMISSIONS FROM — ANY INSIGHTS CONTENT OR INSIGHTS OUTPUT, OR AS TO THE ADEQUACY OF ANY RESULT OBTAINED BY USING INSIGHTS. INSIGHTS CONTENT AND INSIGHTS OUTPUT ARE PROVIDED "AS IS" AND WITH ALL FAULTS.

B.11.4 INCENTI DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON INSIGHTS CONTENT OR INSIGHTS OUTPUT BY CUSTOMER, BY ANY AUTHORIZED USER, OR BY ANY OTHER PERSON WHO MAY BE INFORMED OF ANY OF IT.

B.12 Economic and Fiscal Impact Estimates

B.12.1 Incenti's economic and fiscal impact calculator estimates the direct, indirect and induced effects of an economic activity within a defined geography using an input-output model based on the Bureau of Economic Analysis Regional Input-Output Modeling System (RIMS II).

B.12.2 Assumptions. Customer acknowledges that any input-output model, including this one, rests on assumptions that will not hold perfectly in any real case, including:

(a) constant returns to scale;
(b) no supply constraints;
(c) a fixed input structure — production relationships do not change in response to the modeled activity;
(d) industry technology assumption — all firms in an industry use the same production technology;
(e) constant byproduct coefficients;
(f) the model is static — it estimates a total effect, not a time path;
(g) the model is backward-linked — it captures supply-chain effects, not forward-linked or induced-investment effects; and
(h) results are delineated to the model year and region and do not account for subsequent change.

B.12.3 Inputs are the analyst's responsibility. Estimates depend on the inputs Customer supplies. Where Customer does not specify a direct effect, Incenti's model may estimate it. It is the responsibility of the analyst using the model to ensure inputs are defined appropriately, are realistic, and are documented.

B.12.4 No endorsement. Studies, results and reports that rely on Insights Content or the impact calculator are limited by the analyst's assumptions concerning the subject or event modeled, and are in no way endorsed, reviewed or verified by Incenti unless expressly stated in writing by an authorized representative of Incenti.

B.12.5 Not a determination. An economic or fiscal impact estimate is a modeled projection based on stated assumptions. It is not a determination of incentive eligibility, an appraisal, a fiscal note, an audit, a forecast of tax revenue, or a representation that any projected effect will occur. It must not be the sole basis for any award, appropriation, bond, siting or budgeting decision.

B.12.6 Required disclaimer in published studies. Where Customer publishes or provides to a third party a study, report or analysis incorporating an impact estimate, Customer will include Incenti's standard impact-estimate disclaimer as it appears on the estimate, and will not remove, obscure or alter it.

B.13 Customer Contribution to Insights

B.13.1 Incenti does not incorporate Customer Data into Insights except (a) under Master Terms § 5.1.1(a), where Customer Data moves from EDOS into Insights to deliver project-management and site-selection functionality to that same Customer — such data remains Customer Data, remains subject to §§ 5.1 and 19.5, and is not visible to, and is not made available through Insights to, any other customer; (b) as Aggregated Data under Master Terms § 13; or (c) where Customer affirmatively opts in under a separate written contribution agreement.

B.13.2 If Incenti offers a contribution program in the future, participation will be voluntary and opt-in, will be governed by a separate written agreement stating the scope, attribution, compensation or benefit, and withdrawal rights, and will not be a condition of any Offering, price, feature or support level.

B.14 Effect of Termination on Extracts and Deliverables

B.14.1 Access ends. On expiration or termination, Customer's right to access Insights and to generate new Insights Output ends.

B.14.2 Customer Work Product survives — perpetual license. The license in § B.5.3 is perpetual and survives termination. Customer may continue to use, reproduce, display, distribute and archive Customer Work Product created before termination that incorporates Insights Output, subject to the attribution requirements in § B.6 and the restrictions in § B.7.

B.14.3 Archival retention. Customer is granted a perpetual, limited, non-transferable, non-assignable license to retain copies of Insights Content and Insights Output in hard copy or in non-operational systems, made in the ordinary course of business, solely for historical, archival, audit and records-retention purposes, and not for any other continuing use ("Retained Content"). Customer may not use Retained Content for any commercial purpose or as a substitute for a subscription to Insights. Where Customer is subject to a records-retention statute or schedule, this license extends for the full retention period required.

B.14.4 Delete the rest. Except for Customer Work Product under § B.14.2 and Retained Content under § B.14.3, Customer will, within thirty (30) business days after termination, cease using and delete all Insights Content and Insights Output in its possession or control, including any modified or merged portions thereof and any client-side cache derived from Insights. On Incenti's request, Customer will confirm deletion in writing.

B.14.5 Restrictions survive. §§ B.6, B.7, B.9, B.11 and B.12 survive termination and apply to Customer Work Product and Retained Content.

B.15 State-Level Benchmarks; Publicly Available Information

B.15.1 What the State Benchmark provides. The State Benchmark provides insight into companies, industries and incentive awards previously granted within a state, including, as publicly reported: the identity of award recipients, the awarding program and awarding body, the industry and location of the recipient, the reported type, magnitude and term of the award, and the reported jobs, wage and investment commitments associated with it, together with counts, rates, distributions, medians, ranges and comparisons derived from those records.

B.15.2 Sourcing — affirmative representation, scoped to the State Benchmark. Incenti represents that the State Benchmark is compiled exclusively from Publicly Available Information. This representation is made as to the State Benchmark and as to nothing else; § B.15.7 states what it does not reach. Without limiting that representation:

(a) every award record in the State Benchmark is traceable to an identified public source;

(b) the State Benchmark is not derived from Customer Data, and specifically is not derived from any customer's Program Data, Pipeline and Project Data, CRM Data or Site-Selector Data, or from any material within the absolute carve-out at Master Terms § 13.3;

(c) the State Benchmark is not Aggregated Data and is not derived from Aggregated Data, and Master Terms § 13 is not the source of any State Benchmark value; and

(d) the State Benchmark does not include information Incenti obtained under an obligation of confidence, from a non-public source, or from a source whose terms restrict its inclusion in a commercial product.

B.15.3 Provenance. Incenti maintains, for each award record in the State Benchmark, a record identifying the public source from which the record was obtained and the date of retrieval. On Customer's reasonable written request, Incenti will identify the public source of a specified award record.

B.15.4 Accuracy and completeness of public sources. §§ B.11 and Master Terms § 21.4 apply in full. Public sources are incomplete, lagged, revised, inconsistently defined and inconsistently maintained between jurisdictions and between programs. An award that has not been publicly reported does not appear in the State Benchmark, and the absence of a record is not evidence that no award was made, offered or paid. Incenti does not verify a public source against the underlying transaction, and does not represent that a publicly reported award was in fact approved, funded, paid, performed, amended, clawed back or still in effect.

B.15.5 Information relating to natural persons. Where a State Benchmark record includes the name of, or information relating to, a natural person — for example a signatory, officer, agent or contact named in a public award document, agenda item or filing — that information is drawn from the same public source as the award record and is Publicly Available Information. Incenti does not enrich, append to, or combine State Benchmark records with information about any natural person obtained from a non-public source, from Customer Data, or from a commercial source of personal information.

B.15.6 Use of the State Benchmark. §§ B.4, B.5, B.6, B.7 and B.9 apply to the State Benchmark as to all other Insights Content. In particular: Customer may publish State Benchmark outputs in Customer Work Product under § B.5.1 with the attribution required by § B.6; and Customer may not, under § B.7(d) and (e), use the State Benchmark or any data derived from it to compile, enhance, verify, supplement, add to or delete from a compilation provided to a third party, or to create anything that is a functional substitute for the State Benchmark. § B.7(j) and Master Terms §§ 6.1(e) and 13.6.1 apply in full to the State Benchmark: Customer may not re-identify, or attempt to re-identify, any natural person, company, project, prospect, applicant or award recipient from a suppressed, summarized or aggregated State Benchmark value, and may not join, match or cross-reference State Benchmark content against Customer's own records or any other source for that purpose.

B.15.7 Segregation — what the § B.15.2 representation does not reach

B.15.7.1 The boundary. The State Benchmark and Aggregated Data are separate data assets and are kept separate.

(a) The State Benchmark is compiled exclusively from Publicly Available Information, as § B.15.2 represents, and no Customer Data, Aggregated Data or other customer-derived material forms any part of it, at any level of derivation.

(b) Other features of Insights, and the reports Incenti publishes or sells under Master Terms § 13.8, may draw on Aggregated Data derived from Customer Data, and on Customer Data moved into Insights under Master Terms § 5.1.1(a). They are expressly excluded from the representation at § B.15.2, and nothing in § B.15.2 is a representation about them.

B.15.7.2 No joining. Incenti will not join, match, append, enrich or otherwise combine State Benchmark records with Customer Data, with Aggregated Data, or with any other material that is not itself Publicly Available Information, and will not present a State Benchmark value and a customer-derived value as a single value.

B.15.7.3 Where an Insights output draws on both, Incenti will identify which portion is State Benchmark content, and § B.15.2 applies only to that portion.

Schedule C — Professional Services

This Schedule applies where Customer engages Incenti to perform Professional Services, whether or not Customer subscribes to EDOS or Incenti Insights. Capitalized terms not defined here have the meanings given in the Master Terms.

C.1 Scope and Application

C.1.1 This Schedule applies to all Professional Services, for every category of Customer.

C.1.2 Incenti performs Professional Services only under a Statement of Work executed by both parties. Neither party is obligated by work not described in an executed SOW, except as § C.3.4 provides.

C.1.3 Professional Services may include: strategy and program design; economic and fiscal impact studies and advanced impact analysis (performed by Incenti personnel — the self-service impact feature in EDOS is a platform feature under Schedule A § A.19, not a Service); research and benchmarking studies drawing on public and licensed sources; custom development on EDOS (§ C.22); implementation, onboarding and configuration; data migration and historical archive ingestion; custom reporting; and training. The scope, deliverables and specifications of each engagement are stated in the SOW.

C.1.4 Professional Services are not a subscription and carry no service level, availability commitment or support commitment. Schedule A § A.18 does not apply to the Services; § C.22.9 states how it applies to a Custom Feature once deployed.

C.1.5 Purchasing Professional Services grants no right to access EDOS or Incenti Insights and extends no Subscription Term. Where Services are performed in connection with a platform Offering, Schedule A or B continues to govern that Offering.

C.2 Statements of Work

C.2.1 Each SOW must contain the elements in Exhibit 3 (SOW Template). A document lacking them is a proposal and binds no one.

C.2.2 The SOW controls scope, Deliverables, fees, schedule, assumptions, acceptance criteria and Key Personnel. Where the SOW is silent, this Schedule supplies the term.

C.2.3 Each SOW states the assumptions its fee and schedule depend on. If an assumption proves incorrect, § C.3 applies.

C.2.4 Each SOW is a separate obligation; terminating one does not terminate another or the Agreement.

C.2.5 A SOW may not modify §§ C.7, C.9 or C.10.

C.3 Change Control

C.3.1 Changes to a SOW are effective only by a written change order signed by both parties — not by email, verbal instruction, ticket or commencement of work.

C.3.2 A change order states the change and its effect on fees, schedule, assumptions and acceptance criteria.

C.3.3 If performance is delayed or its cost increased by Customer's failure to provide materials, personnel, access, decisions or approvals on schedule, by an incorrect assumption, or by a change in requirements: Incenti will notify Customer; the schedule extends by the delay plus reasonable remobilization; Incenti is not in breach; and on time-and-materials work Incenti is paid for time reasonably expended, while on fixed-fee work the parties will execute a change order adjusting the fee.

C.3.4 Out-of-scope work Customer requests in writing and Incenti elects to perform is billed at Incenti's then-current hourly rates, with a confirming change order to follow. Incenti is not obligated to perform out-of-scope work.

C.3.5 No accommodation, and no failure to insist on a change order, waives this § C.3 or establishes a course of dealing.

C.4 Engagement Model, Fees and Expenses

C.4.1 Services are performed on a fixed-fee or hourly basis, or a combination, as the SOW states. No other fee structure applies.

C.4.2 An estimate is not a cap. A not-to-exceed figure applies only where the SOW says so expressly. On hourly work, Incenti notifies Customer at eighty percent (80%) of a stated estimate and will not exceed it by more than ten percent (10%) without written authorization.

C.4.3 Rates, billing increments, expense rules and pre-approval thresholds are stated in the SOW. Expenses are reimbursed at cost, without markup, with receipts on request. Where Customer is a Public Entity, Incenti will not submit an expense Customer's policy or law prohibits reimbursing.

C.4.4 Invoicing follows the SOW; hourly work is invoiced monthly in arrears with hours by individual and task. Master Terms § 15.2 applies. Where Customer is a Texas governmental entity, Tex. Gov't Code ch. 2251 controls payment timing and interest. If an undisputed invoice is more than forty-five (45) days past due, Incenti may suspend the affected SOW on fifteen (15) days' notice, except as to disputed amounts, noticed appropriation delays, or where suspension would cause Customer to miss a noticed statutory deadline without first conferring.

C.4.6 (a) No fee is contingent on the award, amount or timing of any incentive, on any governmental action, or on any project outcome. Incenti charges no contingency, success, finder's or placement fee.
(b) Incenti does not lobby or advocate before any governmental body on Customer's behalf. It may present its own factual and analytical findings where a SOW provides.
(c) Incenti does not advise on, participate in or assist with the negotiation of any incentive, for any party. § C.9.6 states that exclusion in full.

C.4.7 Rate schedule changes take effect on sixty (60) days' notice, prospectively, and do not affect a fixed-fee SOW or an hourly SOW stating a rate for twelve (12) months after execution.

C.4.8 Master Terms § 15.4 (taxes) applies; professional services may be taxed differently from subscriptions.

C.5 Acceptance of Deliverables

C.5.1 Customer reviews each Deliverable against the SOW's acceptance criteria and accepts or rejects in writing within ten (10) business days (the "Review Period").

C.5.2 A rejection must identify with reasonable particularity each failure to conform to the acceptance criteria. Customer may not reject for failure to meet an unstated requirement, or because it disagrees with a conclusion properly derived from the agreed methodology and the Client-Furnished Materials.

C.5.3 A Deliverable is deemed accepted on the earliest of: written acceptance; expiry of the Review Period without an effective rejection; or Customer's use of it for its intended purpose, including publication, presentation to a governing body, or submission to a third party. On deemed acceptance, remaining fees for the Deliverable become due, and Incenti may charge at its then-current rates to incorporate feedback received after deemed acceptance.

C.5.4 On an effective rejection, Incenti corrects and redelivers, with a new Review Period, up to two (2) cycles per Deliverable.

C.5.5 If rejection persists after the cycles are exhausted, either party may extend by agreement, escalate under Master Terms § 24.3(a), or terminate the affected SOW; on termination Customer pays for Services performed and Deliverables accepted, and on fixed-fee work a pro-rata portion less amounts attributable to the non-conforming Deliverable.

C.5.6 Acceptance confirms conformance to the criteria. It is not a warranty that estimates will be realized or outcomes will follow. §§ C.9 and C.11 apply.

C.6 Client-Furnished Materials and Reliance

C.6.1 Customer provides the materials, personnel, access, decisions and approvals the SOW identifies, accurately and on schedule.

C.6.2 Incenti relies on Client-Furnished Materials without independent verification and has no duty to audit or validate them. Incenti is not responsible for any Deliverable that is inaccurate because a Client-Furnished Material was. Incenti asks for the actual source file rather than a derived version.

C.6.3 Customer represents that it has all rights and lawful bases to furnish the materials; that furnishing them breaches no third-party agreement; that they infringe no third-party right; that no Restricted Data is furnished (Master Terms § 25); and that where they contain Personal Data, Master Terms § 5.4 and the DPA apply.

C.6.4 Where Customer furnishes third-party-licensed data, Customer confirms its license permits Incenti's use and the contemplated Deliverable, and Incenti complies with restrictions identified in writing in advance.

C.6.5 If Incenti notices an apparent material inaccuracy it will say so; the notice is a courtesy and creates no duty of detection.

C.7 Ownership: Deliverables, Background IP and Residuals

C.7.1 On full payment under the applicable SOW, Incenti assigns to Customer all right, title and interest in the Deliverables in the form delivered, subject to §§ C.7.2, C.7.3, C.8 and C.22.4 (a Custom Feature is not a Deliverable). Before full payment, Customer holds a non-exclusive license to use Deliverables solely for the SOW's stated internal purpose.

C.7.2 Incenti retains all Background IP: its methodologies and frameworks; its RIMS II-based impact models, multipliers, coefficients and calibration; the incentives database; Insights Content and Insights Output (Schedule B governs); EDOS, Incenti Insights and all Incenti software including any Custom Feature (§ C.22.4); its templates and instruments; its know-how; and anything developed independently of the SOW or of general application.

C.7.3 Where a Deliverable embeds Background IP, Incenti grants a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use it as part of, and within the context of, that Deliverable — including internal use, distribution to Customer's governing body, staff, members, funders, auditors and advisors, publication, archival retention, and, for a site selector or advisory firm, delivery to the end client for whose engagement it was prepared (§§ C.8.4, C.13.3). The license does not permit extracting or reusing Background IP apart from the Deliverable.

C.7.4 Incenti personnel may use general knowledge, skills and experience retained in unaided memory, subject to Master Terms § 7, § C.10.4, § C.14 and obligations regarding Personal Data. No license under Customer's IP is granted and intentional memorization of Confidential Information is not permitted.

C.7.5 Customer will not use a Deliverable or embedded Background IP to build or train a competing product or AI system, to reverse-engineer any model parameter or methodology, or with any required attribution or disclaimer removed.

C.7.6 Customer retains all rights in Client-Furnished Materials and its pre-existing IP, and licenses them to Incenti solely to perform the Services, create the Deliverables, and maintain engagement records.

C.7.7 Incenti's working papers, drafts, engagement records and internal correspondence are not Deliverables, are Incenti's property, and are not delivered. §§ C.14 and C.15 govern their treatment.

C.8 Insights Content in Deliverables

C.8.1 This section applies where a Deliverable incorporates Insights Content or Insights Output, whether or not Customer subscribes to Incenti Insights.

C.8.2 Incenti grants a perpetual, irrevocable, royalty-free license to the Insights Content embedded in a Deliverable, solely within that Deliverable. The license requires no subscription, survives termination, and is conditioned on the attribution required by Schedule B § B.6. It grants no right to access Insights or generate new output.

C.8.3 Schedule B §§ B.6, B.7 (as modified below), B.9, B.11 and B.12 apply to embedded content; the subscription-specific provisions of Schedule B do not apply to a non-subscriber. B.7 does not prohibit the uses §§ C.7.3 and C.8.2 permit. B.8.1's upstream licensor pass-through applies, and Incenti will identify in the SOW or the Deliverable any Third-Party Content carrying a materially narrower restriction.

C.8.4 A site selector or advisory firm may deliver the Deliverable to the named end client for that engagement, provided attribution remains affixed, Incenti's authorship is not misrepresented, the end client receives no greater rights and no Insights access, and Customer answers for the end client's compliance as for its own.

C.8.5 Incenti affixes required attribution and disclaimers at delivery; Customer will not remove or alter them.

C.9 No Legal, Tax, Accounting, Appraisal or Engineering Advice; No Incentive Negotiation

C.9.1 Incenti is a consulting and technology company. It is not a law firm, CPA firm, appraisal firm, or engineering firm, and provides no service requiring a professional license.

C.9.2 The Services and Deliverables are not legal, tax, accounting, audit, investment, appraisal, engineering or environmental advice, and no Deliverable is a legal opinion, tax opinion, attestation, appraisal, engineering opinion, official fiscal note, or determination that any Customer action is lawful or within its authority.

C.9.3 Customer will engage and rely on its own counsel, tax advisors and licensed professionals; will have its own counsel review any incentive agreement, ordinance or filing before acting on it; acknowledges no privileged relationship exists with Incenti; and remains responsible for every decision it makes.

C.9.4 Where Customer's advisors participate, Incenti's Services run to Customer, and neither supervises the other.

C.9.5 Incenti affixes a legend to this effect on each Deliverable; Customer will not remove it.

C.9.6 No incentive negotiation. Incenti does not advise on, participate in, or assist with the negotiation of any incentive — for a granting agency or for any party seeking one. It does not represent any person in a negotiation, attend one in any capacity, advise what to offer, seek, accept or concede, develop or score a negotiating strategy or bargaining position, draft or mark up incentive agreement terms, or communicate with a counterparty on Customer's behalf. Incenti may model the economic or fiscal effect of a package Customer specifies and may describe a program's published terms — that is analysis, and it is what Customer is buying. Where a question can be answered only by advising a negotiating position, Incenti will decline it and say why; declining is performance, not breach.

C.10 Conflicts of Interest; Non-Exclusivity; Information Barriers

C.10.1 Incenti's engagement is non-exclusive. Nothing restricts Incenti from serving any other person, including competitors of Customer or parties on the other side of a location decision.

C.10.2 Customer acknowledges Incenti serves EDOs and public agencies on one side and site selectors and their clients on the other, sometimes on the same location decision; that it may serve multiple communities competing for the same project; and that because Incenti performs no negotiation role for any party (§ C.9.6), its role for each client is analytical and operational, never positional.

C.10.3 Before executing a SOW, and before commencing a matter Incenti reasonably believes involves a project or prospect it serves for another client, Incenti performs a conflict check and discloses in writing any engagement a client in Customer's position would consider material — at a generality that protects the other client's confidences — together with proposed barriers and staffing. Where meaningful disclosure would breach a duty to another client, Incenti declines the matter rather than proceed undisclosed.

C.10.4 Incenti will not use one client's Confidential Information — including prospect, project, pipeline, program and site information, and information held in a platform Offering — for the benefit of any other client. It maintains proportionate information barriers, enforced through platform access controls, including staffing separation where interests are directly and contemporaneously adverse; restricts engagement materials to need-to-know personnel; and binds personnel and subcontractors to this section. Breach of this § C.10.4 is excluded from the liability cap (Master Terms § 22.3(g)).

C.10.5 Customer may object in writing within ten (10) business days of a disclosure; the parties confer, and Incenti will adjust barriers, withdraw from the other engagement, or withdraw from Customer's matter — with orderly handover, delivery of work in progress under § C.18.5, charges only through withdrawal, and no termination fee. Incenti may decline any matter on conflict grounds without stating more than that ground.

C.10.6 The relationship is contractual. Incenti is an independent contractor and owes no fiduciary duty.

C.10.7 Nothing in this section acknowledges any negotiation role for opposing parties; Incenti performs none for anyone.

C.11 Standard of Performance; No Warranty of Results

C.11.1 Incenti performs the Services in a professional and workmanlike manner, by appropriately qualified personnel, to generally accepted consulting standards.

C.11.2 The exclusive remedy for breach of § C.11.1 is re-performance at no charge, on written notice within ninety (90) days; failing cure, Customer may terminate the affected SOW and receive a refund for the deficient Services.

C.11.3 Incenti does not warrant that any incentive will be awarded, any project won, any modeled outcome realized, any recommendation succeed, or any third party act in any particular way.

C.11.4 Every estimate, projection, score or model result in a Deliverable is a statement of opinion as of delivery, not fact, dependent on stated assumptions and Client-Furnished Materials, and is not a substitute for Customer's own judgment. Master Terms §§ 12.6(b) and 21, and Schedule B §§ B.11–B.12, apply.

C.11.5 Required disclaimers (Incenti's standard impact-estimate disclaimer; § C.8.5; § C.9.5) are affixed and not removed.

C.12 Personnel; Key Personnel; Non-Solicitation

C.12.1 Incenti personnel are not Customer's employees or agents, and vice versa; each party is solely responsible for its own personnel, and neither may bind the other. Where Customer is a Public Entity, no Incenti personnel becomes a public officer or employee or participates in its benefit systems.

C.12.3 A SOW may designate Key Personnel, whom Incenti will not reassign except on ten (10) business days' notice or on resignation, unavailability or a § C.10 removal; replacements will be reasonably comparable and introduced on request; Customer may require removal of an individual on reasonable written grounds; and Incenti will not charge ramp-up time for a replacement it initiated.

C.12.4 Mutual non-solicitation of personnel materially involved in an engagement, during it and for twelve (12) months after — excluding general postings and unsolicited approaches, and inapplicable to a Public Entity's open, competitive or merit-based hiring. A party breaching this section will pay the other fifty percent (50%) of the individual's first-year total cash compensation, as the parties' reasonable pre-estimate of recruiting and replacement cost and not as a penalty.

C.12.5 On-site personnel follow Customer's reasonable written policies provided in advance; Customer provides safe premises.

C.12.6 Master Terms § 9.4 applies; engagement-specific screening requirements, scope and cost allocation are stated in the SOW.

C.13 Subcontracting; Incenti as Subcontractor

C.13.1 Incenti may subcontract and remains fully responsible, binding each subcontractor to §§ 7, C.10.4 and C.14; a subcontractor Processing Personal Data is a Subprocessor under Master Terms § 10 and the DPA.

C.13.2 Incenti identifies, before work begins, any subcontractor with access to Customer's Confidential Information or performing a material portion of the Services; Customer may object on reasonable grounds within ten (10) business days.

C.13.3 Where Incenti is Customer's subcontractor or data-and-analysis partner — including for a site selector delivering to an end client: this Schedule and the Master Terms govern; prime-contract terms bind Incenti only where expressly incorporated in the SOW and accepted in writing; Incenti's obligations run to Customer only, and no end client or prime is a third-party beneficiary; § C.8.4 governs onward delivery; Customer pays regardless of whether it is paid — no pay-if-paid applies unless the SOW states one; and Customer discloses the end client's identity (or enough to run a conflict check) before execution.

C.14 Confidentiality of Engagement Materials

C.14.1 Master Terms § 7 applies to engagement materials. Client-Furnished Materials are Customer's Confidential Information; working papers and Background IP are Incenti's.

C.14.3 Incenti retains engagement working papers for seven (7) years after completion, as controller of its own engagement records, to evidence and defend its work. Privacy Policy § 14A.10 states the same retention publicly. This retention survives any deletion request directed at a platform account and is the resolution recorded at DPA § 12.6.

C.14.4 No deliverable, dataset or report produced for one client is made available to another party in a form containing individual-level client-furnished material.

C.15 Public Records over Deliverables and Working Papers

C.15.1 Where Customer is subject to public records law, Customer is the custodian of Deliverables in its possession and responds to requests for them; Master Terms § 8 applies, and where the records obligation conflicts with confidentiality, the records obligation controls and Customer is not liable to Incenti for disclosures it or its counsel deems legally required.

C.15.2 Incenti's working papers are Incenti's records, not Customer's, and in Incenti's view constitute trade secret and confidential commercial information — particularly where prepared in support of an incentive matter — and are not public information in Incenti's hands. Where a request or statute is asserted to reach them, Incenti will notify Customer, the parties will confer, and Customer asserts any exception available to it; the legal question of constructive custody, where genuinely presented, is resolved under Master Terms § 24.3(a) with each party reserving its position.

C.16 Government Contracting Provisions

C.16.1 Non-appropriation. Where Customer is a Public Entity funded by appropriation, Customer may terminate a SOW effective at the end of the fiscal period for which funds were appropriated, on written notice, paying for Services performed through the effective date; no penalty applies. Master Terms § 17 and Addendum 1 apply.

C.16.2 A Public Entity may terminate a SOW for convenience on thirty (30) days' written notice, paying for Services performed, expenses incurred or irrevocably committed, and reasonable, documented wind-down costs through the effective date.

C.16.3 The remaining government-contracting provisions — certifications, state riders, prohibited-technology, records and audit terms — are stated in Addendum 1 and apply to Professional Services as they apply to the Offerings.

C.17 [Reserved.]

C.18 Term, Termination and Work in Progress

C.18.1 A SOW runs from its effective date until the final Deliverable is accepted or deemed accepted, its stated end date, or termination. A SOW does not renew.

C.18.2 Master Terms § 19.2 (termination for uncured material breach on thirty days' notice) applies to each SOW.

C.18.3 A SOW may also terminate under §§ C.16.1, C.16.2, C.5.5, C.13.2 or C.10.5, or where performance has been suspended or excused for more than sixty (60) consecutive days.

C.18.4 On any termination, Customer pays for Services performed through the effective date (pro-rata on fixed-fee work) and expenses incurred or irrevocably committed. Where Customer terminates for Incenti's uncured breach, Incenti refunds fees for Services not performed and Deliverables not accepted. No termination, cancellation or demobilization fee applies in any case.

C.18.5 On request within thirty (30) days of termination, Incenti delivers completed Deliverables, work in progress as-is and without warranty, and all Client-Furnished Materials in a machine-readable non-proprietary format, plus a transition briefing at then-current rates unless termination was for Incenti's breach. Working papers are not delivered. Delivery is conditioned on payment of § C.18.4 amounts — except Client-Furnished Materials and already-paid Deliverables, which are never withheld over a payment dispute.

C.18.6 Termination of a SOW does not terminate the Agreement; termination of the Agreement terminates all SOWs, subject to §§ C.18.4–C.18.5.

C.18.7 §§ C.7, C.8, C.9, C.10.4, C.10.7, C.11.3, C.12.4, C.14, C.15, C.18.4, C.18.5, C.19 and C.22.4 survive termination.

C.19 Limitation of Liability for Professional Services

C.19.1 Master Terms § 22 applies in full to Professional Services.

C.19.2 For a Services claim, the § 22.2 cap is measured as the greater of the fees paid and payable under the SOW under which the claim arose, and the fees paid and payable under all Orders and SOWs in the preceding twelve months — in each case subject to a floor of $100,000 and a ceiling of $1,000,000.

C.19.3 The cap is a single aggregate across the Agreement; amounts paid on one claim reduce every other. A SOW may state a project-specific cap (Exhibit 3), which then controls for that project.

C.20 Application of Master Terms to Services-Only Customers

C.20.1 For a Customer with no Subscription Term: the platform-specific provisions of the Master Terms (accounts and Authorized Users, platform acceptable-use limbs directed at the product, suspension, self-service export, uptime and support, and Schedule A § A.18) do not apply; everything else applies as written, with § C.11 supplying the performance warranty, § C.19 the cap, § C.4 the payment mechanics, and § C.15 the records treatment.

C.20.2 In place of self-service export, Incenti will, on written request within sixty (60) days after the last SOW ends, deliver all Client-Furnished Materials and Deliverables in its possession, at no charge, in a machine-readable non-proprietary format, then delete per Master Terms § 19.5, subject to § C.14.3's working-paper retention.

C.20.3 Master Terms § 9 (security) applies to Client-Furnished Materials wherever held, including engagement file systems and analyst workstations outside a platform Offering.

C.20.4 Client-Furnished Materials held outside a platform are excluded from Aggregated Data entirely and are not used under Master Terms § 13 for any purpose.

C.20.5 Where Incenti uses AI tools in performing Services: it submits Customer's Confidential Information only to tools on the Subprocessor List bound by the no-training commitment (Master Terms § 12.2); no AI output enters a Deliverable without review by qualified personnel; Incenti remains fully responsible for the Deliverable; and on request it will describe the tools used. An internal AI-use policy governs the consulting practice and personnel are trained on it.

C.21 Advanced Economic and Fiscal Impact Analysis

Advanced impact analysis is performed and reviewed by Incenti personnel using Incenti's models, on the scope, methodology, model region, scenarios and deliverables stated in the SOW. §§ C.6, C.9, C.11 and Schedule B §§ B.11–B.12 apply in full, and Incenti's standard impact-estimate disclaimer is affixed to every impact estimate.

C.22 Custom Development on EDOS

C.22.1 Each item of Custom Development is classified in the SOW as Configuration (setup using tools the product exposes, no new platform code), a Custom Module (new functionality for Customer inside EDOS, not generally available), or a Platform Enhancement (functionality intended for the general product). Work requiring new platform code and not classified is a Platform Enhancement. Classification does not change ownership.

C.22.2 Custom Development is priced as a fixed price per project against the specification and assumptions in the SOW, payable on the SOW's milestone schedule (default: thirty percent (30%) on execution, forty percent (40%) on delivery for acceptance, thirty percent (30%) on acceptance). § C.3 governs changes — a request that in substance expands the specification is a change, however described. § C.5 governs acceptance, with criteria stated as testable acceptance tests where practicable; production use is acceptance. Incenti determines the technical design and implementation.

C.22.3 A Custom Feature runs inside EDOS, and Customer must hold an EDOS Order to use it.

C.22.4 Incenti owns the platform, including every Custom Feature. A Custom Feature is not a Deliverable and is not assigned; all code, schemas, interfaces, designs and technical documentation created in the build are Incenti's Background IP. Customer receives a perpetual, non-exclusive, royalty-free license to use the Custom Feature as part of its EDOS subscription, at no further license fee, exercisable for as long as its subscription is in effect. Customer's data, content, configurations, templates, branding and business rules remain Customer Data, owned by Customer and exportable. No payment, deployment or description of the work as "custom" or "commissioned" transfers platform code. Incenti will not incorporate open-source components on terms that would require any Offering to be open-sourced, and will identify material third-party components on request.

C.22.5 [Optional, priced in the SOW: an exclusivity window of twelve (12), eighteen (18) or twenty-four (24) months, as the SOW states, during which the Custom Feature is not made generally available, not restricting independently developed or underlying general-purpose capability, security or compliance changes, or similar work for others, and ending early on expiry of Customer's subscription or uncured breach.]

C.22.7 On expiry of Customer's EDOS subscription, access to the Custom Feature ends with access to EDOS; Customer Data in or produced by the feature is exportable under Master Terms § 19.4. The fixed price for an accepted feature is non-refundable except on termination for Incenti's uncured breach. Incenti does not deliver source code and has no obligation to host the feature outside EDOS. [Optional: source-code escrow releasable only on Incenti's cessation of business or permanent discontinuation of EDOS with no successor, at Customer's cost.]

C.22.8 Incenti warrants for ninety (90) days after acceptance that the Custom Feature performs materially per the specification; the exclusive remedy is repair, workaround, or a refund of the price attributable to the non-conforming functionality if not cured within thirty (30) days. Exclusions: Customer content or configuration, changes by others, third-party systems, off-specification use, declined updates. After the warranty period the feature is maintained as part of EDOS and the Master Terms' platform warranty applies to functionality described in the Documentation or the accepted specification.

C.22.9 Once deployed, the Custom Feature is part of the platform: Schedule A § A.18 support applies at the same levels; availability is measured on EDOS as a whole unless the SOW states a feature-specific level; and Incenti may refactor or re-platform the feature in the ordinary course, provided the accepted functionality is materially preserved (Master Terms § 26.3 applies to a material reduction).

C.23 Implementation and Data Services

Implementation, onboarding, configuration, data migration, historical archive ingestion and custom reporting are performed under a SOW stating scope, source systems, data mapping, cleansing rules, cutover plan, acceptance criteria and schedule. §§ C.5 and C.6 apply; migrated data is Customer Data on load; and a Customer receiving these Services holds or is concurrently entering an Order for the applicable Offering.

Schedule D — Data Classification

This Schedule applies to every Customer and to all Customer Data in every Offering, whether or not Customer subscribes to EDOS or Incenti Insights and whether or not Customer engages Incenti to perform Professional Services. Capitalized terms not defined here have the meanings given in the Master Terms.

D.1 Purpose and Application

D.1.1 This Schedule classifies Customer Data into three tiers and states, for each tier, where it may go and what may be done with it. Classification is the control that gives the permitted-flows table at Master Terms § 5.1.1 its scope, and it operates in every Offering and at every stage of the data's life in Incenti's systems.

D.1.2 The list is not exhaustive. The categories enumerated in §§ D.3, D.4 and D.5 are examples, not a complete inventory. Neither party may argue that Customer Data falls outside this Schedule because it is not named in it; unnamed Customer Data is governed by § D.6 and customer-defined fields by § D.6B.

D.1.3 Classification does not affect ownership. Customer retains ownership of all Customer Data at every tier (Master Terms § 5.1). Classification governs handling, not title.

D.1.4 Classification does not determine public-records status. Nothing in this Schedule determines whether any Customer Data is a public record, is Public Data, or is exempt from disclosure under any transparency law. That determination is Customer's alone under Master Terms §§ 7.3, 8.1 and 8.5. A Tier 3 classification is not an exemption and Incenti will not assert it as one (Master Terms § 7.3(c)(ii)); a Tier 1 classification does not oblige Customer to release anything.

D.2 The Three Tiers

D.3 Tier 1 — Open

Tier 1 Data may flow to every permitted recipient category at Master Terms § 5.1.1, may be included in Aggregated Data subject to §§ 13.1 and 13.2, and may be shared under Schedule A § A.6. Tier 1 Data includes:

(a) Property and site detail — site or building name, address, parcel identifier, utilities, and federal designations applying to the site;

(b) Published program information — program name, incentive type, and published program parameters;

(c) Award records already published by the granting authority, or public by operation of law;

(d) Public statistical data — population, education, labor force and similar published figures;

(e) URL and link fields; and

(f) Date fields on a record, other than the date, time and activity metadata at § D.4(h), except that a date field dating a Tier 3 event — an award date before publication — carries that event's classification until a Publication Event occurs (§§ D.6A, D.7).

D.3.1 Tier 1 classification is a statement about the record, not a warranty by Customer that the record is accurate or that Customer holds the rights to it. Schedule A §§ A.7 and A.8 continue to apply to any record Customer enables for sharing.

D.4 Tier 2 — Controlled

Tier 2 Data flows only at Customer's direction or with its authorization. It may move under Master Terms § 5.1.1(a) (between Incenti's own Offerings, to deliver the service to that same Customer), § 5.1.1(b) (to the Integration Partner acting as a Subprocessor, on Incenti's documented instructions) and § 5.1.1(d) (Subprocessors, Customer-connected services, legal compulsion). It does not flow under Master Terms § 5.1.1(c), and it is not shared under Schedule A § A.6. Tier 2 Data includes:

(a) Contact information and the fields that carry it — name, title, email address, telephone and fax numbers, and postal address, wherever configured and whether or not part of a contact record;

(b) CRM records;

(c) Member directories;

(d) Project name and non-confidential project metadata;

(e) Business goals, actions and deliverables;

(f) Research and reports produced for Customer;

(g) Signatures and attestations — see § D.9;

(h) Date, time and activity metadata;

(i) Documents whose contents are classified Tier 2 — see § D.8;

(j) Industries a Customer or its clients are focused on, interested in or serving. For a site selector this describes its book of business and is competitively sensitive; it is not a neutral taxonomy.

D.4.1 Personal Data. Most Personal Data in the Offerings is Tier 2 Data, principally under limbs (a), (b), (c) and (g). Tier 2 classification does not displace any obligation under the DPA, Schedule A § A.12 or applicable data protection law, and it does not authorize a flow that the DPA does not authorize. CRM records and Personal Data are excluded from Aggregated Data at every tier by Master Terms § 13.3(b).

D.5 Tier 3 — Restricted

Tier 3 Data does not leave Customer's tenant. It is excluded from Aggregated Data (Master Terms § 13.3(a)), from all Integration Partner flows in both capacities (Master Terms § 5.1.1(b) and (c)), and from any report Incenti publishes or sells (Master Terms § 13.8), in each case absent specific written authorization from Customer given in accordance with § D.5.1. It moves only under Master Terms § 5.1.1(a) and § 5.1.1(d). Tier 3 Data includes:

(a) Active project and prospect data prior to public announcement, including prospect and project identities, project codes and code names, RFI and RFP content, site-selector client identities, deal stage and requirements;

(b) Company and organization financials and growth data received from or about a prospect — see § D.10;

(c) Program budget amounts that have not been published;

(d) Award amounts prior to public award;

(e) Contract terms and compliance records, including negotiated terms, clawback and recapture provisions, compliance status and performance milestones;

(f) Anything received under a nondisclosure agreement, or designated confidential by Customer;

(g) Any third party's non-public information — see § D.10;

(h) Table and grid fields capturing financials or head count. Head count becomes Tier 1 as part of a published award under § D.7; the financial columns do not unless the granting authority published them (§ D.7.4); and

(i) Free-text and long-text fields defined by Customer — see § D.6B.

D.5.1 Specific written authorization. An authorization to use or disclose Tier 3 Data must be in writing, signed by an authorized representative of Customer, and must identify the data, the recipient and the purpose. It is not given by acceptance of these Master Terms, by clickwrap, by an Order or Statement of Work that does not separately and conspicuously identify it, or by non-response. Customer may withdraw it at any time on written notice, effective prospectively. Where the authorization is an opt-in to Aggregated Data, Master Terms § 13.4 governs.

D.5.2 Handling. Tier 3 Data is Confidential Information of Customer (Master Terms § 7.1), is subject to the role-based access controls and access logging at Schedule A § A.13.3, and travels with those requirements wherever a permitted flow takes it.

D.6 Unclassified Data Defaults to Tier 3

Customer Data that has not been classified under this Schedule is Tier 3 Data, and is handled as Tier 3 Data until it is classified. This applies however it arrived — historical archive or migration, bulk upload, integration, AI Feature, or a field Customer built. Neither the absence of a classification nor the failure of a process to apply one is a basis for treating Customer Data as Tier 1 or Tier 2.

D.6A Computed and Derived Fields

D.6A.1 A computed field takes the classification of its inputs. A computed, derived or calculated field — including a formula field configured in a form and any economic or fiscal impact figure calculated from field values — carries the most restrictive classification among the fields it consumes. It has no classification of its own.

D.6A.2 Reclassification propagates. Reclassifying an input reclassifies every output that depends on it, prospectively (§ D.11.2; Master Terms § 13.5).

D.6A.3 A single number is not a route out of Tier 3. A computed output any of whose inputs is Tier 3 Data may not be included in Aggregated Data, in a benchmark, in a report Incenti publishes or sells, or in any Integration Partner flow in either capacity, on the ground that the output is a number rather than the underlying data — absent authorization under § D.5.1.

D.6B Customer-Defined Fields

D.6B.1 What Incenti classifies. Incenti classifies the field types it makes available and the standard fields it defines.

D.6B.2 What Customer classifies. Every field Customer creates carries a classification selected at creation. The classification defaults to Tier 3 and remains Tier 3 until Customer changes it.

D.6B.3 Customer's responsibility. Customer is responsible for classifying each field it creates, and for not collecting through such a field data it has no authority to collect or is not permitted to hold (Schedule A § A.7; § D.10.2).

D.6B.4 Unclassified customer-defined fields. A customer-defined field that has not been classified is Tier 3 Data for every purpose under the Agreement, including eligibility for Aggregated Data (Master Terms § 13.3) and every Integration Partner flow (Master Terms § 5.1.1(b) and (c)).

D.7 The Status Rule — Publication Events

D.7.1 The rule. An incentive record moves from Tier 3 to Tier 1 when, and only when, a Publication Event occurs in respect of it. A Publication Event is:

(a) publication of the award by the granting authority, in any form the granting authority publishes — an award list, a board or council agenda or minutes, a press release, an open-data posting, a required statutory report, or an executed agreement the authority makes public; or

(b) the record otherwise becoming public by operation of law, including on release under a public records or transparency law.

D.7.2 The same fields carry opposite treatment before and after. Program name, incentive type and award amount are Tier 3 Data before the Publication Event and Tier 1 Data after it. Before the event they are excluded from Aggregated Data, from every Integration Partner flow and from every published report. After it they are not. Nothing else about the record changes, and no field is added or removed by the transition.

D.7.3 The transition is an event recorded in the product, not a judgment made at query time. A record moves from Tier 3 to Tier 1 only where a Publication Event has been recorded against it in the Offering, with the date of the event, the source relied on, and the user or process that recorded it. Incenti will not infer a Publication Event from the age of a record, from a project's stage, from the absence of a confidentiality designation, or from a determination made at the time a query, export, benchmark or report is run. A record for which no Publication Event has been recorded is Tier 3 Data, whatever its actual status in the world.

D.7.4 Partial publication. A Publication Event moves only the fields the granting authority has in fact published. Where an authority publishes a recipient name, a program name and an award amount but not the negotiated clawback terms, the published fields become Tier 1 and the unpublished fields of the same record remain Tier 3. A Publication Event is never a whole-record reclassification unless the whole record was published.

D.7.5 The transition runs in one direction. A Publication Event cannot be reversed by Customer, and Incenti is not required to withdraw a value already computed from a record that had been correctly reclassified. Where a Publication Event was recorded in error, Customer may notify Incenti and Incenti will restore the record to Tier 3 prospectively; Master Terms § 13.5's limitation on recomputation applies to anything already published.

D.8 Classification Is Metadata, Not File Format

D.8.1 No inference about the sensitivity of Customer Data may be drawn from its file type, extension, MIME type, storage location, folder, size or filename. A PDF may be a public site brochure or a signed and confidential incentive agreement, and the two are indistinguishable by any property of the file.

D.8.2 Classification attaches to the record as metadata, set at the point of upload or creation, and travels with the record thereafter, including through copy, export, transformation, indexing and inclusion in a Deliverable. A document inherits the classification of its contents, not of its container, and a document containing material at more than one tier is classified at the most restrictive tier present.

D.9 Signatures and Attestations

D.9.1 Signatures, electronic signature records and attestations are Tier 2 Data and are Personal Data.

D.9.2 Where an Offering captures an electronic signature or attestation, Incenti will retain the signature record and its associated audit information — signatory identity, date and time, and the document version signed — in a form capable of accurate reproduction for later reference, for the period stated in the Documentation or the applicable Order, and will make it available to Customer on request and on export under Master Terms § 19.4.

D.9.3 Customer determines whether an electronic signature is legally sufficient for its purposes. Incenti makes no representation that any signature, attestation or record captured in an Offering satisfies any statutory, evidentiary, procurement, notarization or recording requirement applicable to Customer.

D.10 Third-Party Confidential Information

D.10.1 Customer Data frequently includes information that is not Customer's own — most commonly prospect financials, growth data and site requirements, which are the prospect's information, held by Customer under a nondisclosure agreement and by Incenti at one further remove.

D.10.2 Customer representation. Customer represents that it has the authority to place in an Offering any third party's confidential information it submits, and that doing so breaches no obligation Customer owes to that third party.

D.10.3 Incenti's handling. Incenti treats any third party's non-public information as Tier 3 Data regardless of how it is labeled, where it is stored, or whether Customer has designated it confidential. § D.6 applies where its status is unclear.

D.11 How Classification Is Recorded and Changed

D.11.1 Classification is recorded on the record, is visible to Authorized Users with access to it, and is exportable with the record under Master Terms § 19.4.

D.11.2 Customer may reclassify any Customer Data in its account at any time, upward or downward, except that a change out of Tier 3 in respect of an incentive record is made only through § D.7. Incenti gives effect to a reclassification prospectively; Master Terms § 13.5's limitation on recomputation and Schedule A § A.9.3's limitation on downstream deletion apply.

D.11.3 Changes to classification are logged with the user, the date and the prior and new tier.

D.11.4 Incenti may classify Customer Data as Tier 3 where it reasonably believes a higher tier has been applied in error. Incenti will not reclassify Customer Data downward.

D.12 What Classification Controls

This table is a map of the cross-references, not an independent operative provision. Where it and the referenced section differ, the referenced section governs.

D.13 Adding Categories

D.13.1 A category of Customer Data is added to this Schedule by adding it to the enumeration in § D.3, § D.4 or § D.5. No other section requires amendment, because §§ 5.1.1, 7.1, 13.3, A.6.3, A.13.1 and every other provision that depends on classification operate by reference to the tier and not to the category. A field Customer creates is not added to this Schedule at all — it is governed by § D.6B.

D.13.2 Incenti will give notice of an amendment to this Schedule under Master Terms § 26. An amendment that moves an existing category to a less restrictive tier takes effect for an existing Customer only at the start of its next Subscription Term (§ 26.1). An amendment that adds a category, or moves a category to a more restrictive tier, takes effect on notice.

Addendum 1 — Public Sector and Texas Rider

This Addendum applies where Customer is a Public Entity. Part A applies to every Customer that is a Public Entity organized under, or created by, the law of a State of the United States or of the United States. Part B is a State Rider and applies only where Customer is located in the State it names. This Addendum prevails over the Master Terms and Schedules as to its subject matter, and within it a State Rider prevails over Part A as to the same subject matter (§ 3.1(b)).

PART A — GENERAL PUBLIC SECTOR TERMS

Part A applies where Customer is a Public Entity. It supplements the Master Terms and Schedules and prevails over them as to its subject matter.

PS.1 Scope and application

PS.1.1 This Part A applies where Customer is a Public Entity as defined in Master Terms § 2, organized under or created by the law of a State of the United States or of the United States, including a state agency, a county, a municipality, a special or improvement district, a public educational institution, a public authority or instrumentality, an economic development corporation, an industrial development authority, a public-private partnership, a chamber of commerce or other entity serving a public purpose, and an authorized non-governmental organization acting on behalf of any of them.

PS.1.2 Customer will state in the Order, or in a signed exhibit, whether it is a Public Entity and whether it is a governmental body subject to a public records law (Master Terms § 8.4), and the State whose law governs it, so that the applicable State Rider can be identified.

PS.1.3 Nothing in this Part A requires Customer to agree to anything its governing law, charter, enabling act, ordinance or procurement rules prohibit. Where a provision of this Part A is prohibited or limited by Customer's governing law, it is severed or limited to the extent necessary and the remainder continues in effect (Master Terms § 27.6).

PS.2 Public records, open records and records retention

PS.2.1 Master Terms §§ 7.3 (subordination, definitional exclusion and the Public Data carve-out), 7.4 (notice of records requests; no veto), 7.5 (reverse-FOIA protocol), 7.6 (pricing and contract terms are not confidential), 7.9 (mixed customer base), 8 (public records and records retention) and 8.6 (records status of AI Output) apply in full, and Schedule C § C.15 applies to Professional Services.

PS.2.2 No obstruction. Incenti will not assert the Agreement, any confidentiality obligation owed to Incenti or to any other customer, or any intellectual property right, as a basis for Customer to withhold, delay or refuse a disclosure that Customer's governing law requires. § 7.5(d) applies.

PS.2.3 Records-retention exit. Master Terms § 8.3's two exit options — transfer, or custodial retention for a period Customer specifies — apply, and Incenti will not apply a global deletion default to a Public Entity Customer.

PS.2.4 Export format. Schedule A § A.16.4 specifies the formats in which Customer Data is made available for export. Where Customer's governing law requires the contract to specify export formats, § A.16.4 is that specification, and any additional format required by that law will be stated in the Order.

PS.3 Non-appropriation

Master Terms § 17 applies in full, including § 17.2 (no termination fee, early-termination charge, removal fee or de-installation fee), and applies to a Statement of Work as Schedule C § C.16.1 provides. Where Customer's governing law or constitution requires a different non-appropriation mechanic — including a self-executing provision that voids the contract to the extent funds are not appropriated — that mechanic controls and the corresponding State Rider or the Order will state it.

PS.4 No automatic renewal for government customers

PS.4.1 A Subscription Term for a Public Entity Customer does not renew automatically. It renews only if Customer affirmatively elects renewal in writing before the end of the then-current term. Master Terms § 16.2 applies and, for the avoidance of doubt, an Order may not place a Public Entity Customer on evergreen or automatic renewal.

PS.4.2 Incenti will give the renewal notice required by § 16.3 at least sixty (60) days before the end of each Subscription Term, stating the term end date, the renewal fees and any price change under § 16.4.

PS.4.3 Renewal is in every case contingent on appropriation (§ 17).

PS.5 Governing law, venue and dispute resolution

Master Terms § 24 applies. Specifically: § 24.1(a) elects the law of the State in which the Public Entity is located, with venue in that State; § 24.3(b) provides that there is no arbitration, no jury-trial waiver, no class waiver, and no waiver of governmental or sovereign immunity or of any right or defense available to Customer under applicable law. No Order, Statement of Work or click-through may alter this PS.5 (§ 3.2).

PS.6 Indemnification limited to what Customer may lawfully agree

PS.6.1 Master Terms §§ 23.1 and 23.2 (Incenti's indemnities of Customer) apply in full.

PS.6.2 Master Terms § 23.5 (Customer's indemnity) is self-severing: it applies only to the extent Customer's governing law, constitution, charter or enabling authority permits, does not apply where Customer is the United States or an agency or instrumentality thereof, and does not require Customer to pay any amount in excess of funds lawfully appropriated and available or to create a debt in violation of any constitutional or statutory debt limitation. Where Customer may not indemnify, Customer instead remains responsible for its own acts and omissions to the extent its law provides.

PS.6.3 Master Terms § 23.6 does not require Customer to surrender control of its defense, and § 23.7 confirms that Customer has no indemnification obligation arising from any public records matter.

PS.7 Audit and records of fees

PS.7.1 Where Customer's governing law, procurement rules or prime contract require it, Incenti will retain records supporting the fees and expenses charged under an Order or a Statement of Work for four (4) years after final payment, and will make them available to Customer's auditor and to any state or federal auditor with statutory authority, on reasonable written notice.

PS.7.2 That audit right extends to records supporting the fees and expenses charged. It does not extend to Incenti's working papers, methodologies, Background IP, other customers' or clients' information, or Incenti's internal cost structure, margins or compensation data, except to the extent applicable law or an expressly accepted flow-down requires otherwise. The same scoping applies to Professional Services (Schedule C § C.16.3).

PS.7.3 Master Terms § 9.7 (evidence of security compliance) applies separately and is not an audit right.

PS.8 State Riders

PS.8.1 Incenti publishes State Riders for the States in which it has public-sector customers. A State Rider applies where Customer is located in the State it names, prevails over this Part A as to the same subject matter, and does not apply to a Customer located elsewhere.

PS.8.2 The State Rider in force as at the date of this document is Part B — State Rider TX (Texas).

PS.8.3 The absence of a State Rider for Customer's State does not mean that Customer's State imposes no requirement. Master Terms § 20.5 applies: Customer remains responsible for determining whether the Offerings meet its own regulatory, procurement, records and program requirements, and a state-specific requirement Customer identifies may be addressed in a negotiated addendum under § 3.1(a) or in the Order.

PART B — STATE RIDER TX (TEXAS)

This Rider applies where Customer is a Texas state agency or a Texas local government, and to the extent stated, where Customer is any other Texas Public Entity. It supplements Part A and prevails over Part A and over the Master Terms and Schedules as to its subject matter.

TX.1 Scope and definitions

TX.1.1 For purposes of this Addendum, "Texas Government Customer" means a Texas state agency as defined in Tex. Gov't Code § 2063.001, or a Texas local government, including a municipality, county, special district, public junior or community college, or other political subdivision.

TX.1.2 "AI-Enabled Software" means an Offering that includes an AI Feature. Incenti's AI-Enabled Software is identified in the AI Documentation Package described in § TX.3.

TX.2 Texas SB 1964 — vendor obligations

Where Customer is a Texas Government Customer and Incenti provides AI-Enabled Software, Incenti will, in accordance with Tex. Gov't Code ch. 2054, subch. S:

(a) Risk management framework. Implement and maintain an artificial intelligence risk management framework aligned to NIST AI Risk Management Framework 1.0, and maintain documentation of its implementation.

(b) Risk assessment. Provide Customer with a written risk assessment for each AI Feature deployed, addressing intended use, decisions the feature makes or assists, data sources, known limitations, accuracy and performance characteristics, foreseeable adverse consequences, and impact on the public.

(c) Mitigation plan. Provide Customer with a written mitigation plan describing measures to prevent, detect and remediate adverse consequences, including the human-review requirement at Master Terms § 12.6(c) and the default-off configuration at Schedule A § A.14.2.

(d) Quarterly reporting. Provide Customer, quarterly, a written report on the performance and testing of the AI Features deployed for Customer, including material changes to models or configuration, testing performed, known defects, and incidents.

(e) Inventory support. Provide Customer with the information it needs for its AI inventory reported to the Texas Department of Information Resources, including the vendor name, the product name, and a description of the purpose and function of the AI Feature, including what decisions it makes or assists.

(f) Public notice support. Provide Customer with model language and product configuration necessary for Customer's standardized public notice for public-facing or decision-critical AI.

(g) Cure. Cure any violation of subch. S within thirty-one (31) days after written notice from Customer. Customer's remedies on failure to cure are as provided by statute.

TX.3 AI Documentation Package

Incenti will develop and maintain an AI Documentation Package for each AI Feature, containing the risk assessment, mitigation plan, intended-use description, data sources, performance and limitation characteristics, testing methodology, human-review requirements, and configuration options. Incenti will provide the then-current package to Customer on request, and will update it on material change. Incenti will have the initial package in place for each AI Feature deployed for Customer no later than the effective date of the applicable Order.

Master Terms § 12.9 applies.

TX.4 TRAIGA — HB 149 (89R, 2025)

TX.4.1 Incenti does not develop or deploy the AI Features with intent to incite or encourage self-harm, harm to another, or criminal activity; with intent to unlawfully discriminate against a protected class; with intent to infringe a constitutional right; or to produce unlawful visual material.

TX.4.2 Incenti develops and maintains the AI Features with reference to the NIST AI Risk Management Framework 1.0 (Master Terms § 9.2), and maintains documentation of that alignment as part of the AI Documentation Package (§ TX.3).

TX.4.3 Customer acknowledges that, where Customer is a Texas governmental agency, the duty to disclose to a consumer that the consumer is interacting with an artificial intelligence system attaches to Customer as the deploying entity. Incenti will provide product configuration and model notice language to support that disclosure. Incenti does not assume that duty.

TX.5 Texas public information

TX.5.1 Master Terms §§ 7.3, 7.4, 7.5, 8.1 and 8.2 apply. Incenti will comply with Tex. Gov't Code ch. 552, subch. J, to the extent applicable to it as a contracting entity.

TX.5.2 Statutory notice. The following notice is included as required by Tex. Gov't Code § 552.372(b):

"The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter."

TX.5.3 Incenti will (a) preserve all contracting information related to the contract as provided by Customer's applicable records-retention requirements; (b) promptly provide to Customer any contracting information related to the contract that is in Incenti's custody or possession, on Customer's request; and (c) on contract termination, either provide at no cost, or preserve, all contracting information as directed by Customer under Master Terms § 8.3.

TX.5.4 Export format. Data export formats are specified at Schedule A § A.16.4, as required by Tex. Gov't Code § 2252.907(a)(2)(A).

TX.6 Texas contracting certifications

Where required by law and where Incenti meets the applicable thresholds, Incenti will provide the certifications required by:

(a) Tex. Gov't Code ch. 2271 (no boycott of Israel) — applies at 10 or more full-time employees and a contract value of $100,000 or more;
(b) Tex. Gov't Code ch. 2274 (no discrimination against a firearm entity or trade association) — same thresholds;
(c) Tex. Gov't Code ch. 2276 (no boycott of energy companies) — same thresholds;
(d) Tex. Gov't Code ch. 2275 (foreign-owned company / critical infrastructure) — no threshold; applies now;
(e) Tex. Gov't Code ch. 2252, subch. F (Iran, Sudan and foreign terrorist organizations);
(f) Tex. Gov't Code ch. 620 (prohibited technology) — see Master Terms § 10.5; and
(g) Texas Ethics Commission Form 1295 (disclosure of interested parties) under Tex. Gov't Code § 2252.908.

TX.7 TX-RAMP

TX.7.1 Where Customer is a Texas state agency, a public institution of higher education, a university system, or a public junior or community college subject to Tex. Gov't Code § 2063.408, Incenti will demonstrate the required TX-RAMP certification status before entering or renewing the contract.

TX.7.2 Where Customer is a city, county, economic development corporation, chamber of commerce or other entity not subject to § 2063.408, TX-RAMP certification is not a condition of the contract unless the Order states otherwise.

TX.7.3 Where TX-RAMP applies, Incenti will provide breach notice to TX-RAMP within 48 hours and significant-change notice within 30 days, as the program requires. These are program obligations and are separate from Incenti's contractual notice obligation to Customer under Master Terms § 11.

TX.8 Texas Data Privacy and Security Act

TX.8.1 Incenti does not sell sensitive personal data or biometric personal data.

TX.8.2 Where Incenti processes personal data on Customer's behalf, it does so as a processor under Tex. Bus. & Com. Code ch. 541 and in accordance with the DPA.

TX.9 Texas evidence of security compliance

Incenti will provide evidence of compliance with its security obligations in accordance with Master Terms § 9.7, which the parties agree satisfies "periodically provide to the agency evidence" under Tex. Gov't Code § 2054.138.