Master Subscription Agreement
Last updated on March 4, 2026
This Master Subscription Agreement ("Agreement") is between Shanghai Xinchen Suben Intelligent Technology Co., Ltd. (dba Innflows) ("Innflows") and the entity identified as "Customer" in the order form signed by Innflows and Customer, the checkout page on Innflows' website, or the order confirmation email from Innflows, in each case referencing this Agreement (the "Order"). Innflows and Customer are each a "Party" and, collectively, the "Parties." Capitalized terms used but not defined in this Agreement will have the meanings set forth in the Order. The Parties hereto agree as follows:
1. Overview
Subject to the terms and conditions of this Agreement, Innflows will make available to Customer Innflows' software-as-a-service platform accessible at https://www.innflows.com, which provides services related to Generative Engine Optimization ("GEO"), including the analysis of certain third-party artificial intelligence platforms' ("AI Platforms") treatment of specified products, services, and brand assets, which may include AI visibility analytics, content optimization for AI engines, brand monitoring across AI platforms, and other features, all as identified in the applicable Order (each individually a "Service" and, collectively, the "Services"). Use of the Services may be subject to certain limitations, such as limits on the volume and type of queries that may be submitted to the Services by Customer or the number of reports that will be provided by the Services, as further described in the applicable Order.
2. Services
2.1 Ordering Process; Agreement
Subscriptions to Services are purchased pursuant to the Order. The Order will identify the Services to which Customer is subscribing and, as applicable, the number of queries permitted, limitations around the structure or scope of data to be returned in response to queries, and the time period for which such Order applies.
2.2 Access Grant
During the Term, subject to Customer's compliance with the terms of this Agreement, Customer may access and use the Services only for Customer's internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order. The foregoing license includes the right to access, view, and use the reports, information, content, insights, and other materials made available through the Services from time to time ("Service Content") for Customer's internal business purposes.
2.3 Users
"User" means an employee or contractor of Customer that Customer allows to use the applicable Innflows Technology on Customer's behalf, using the mechanisms designated by Innflows ("Log-in Credentials"). Innflows shall not permit the total number of Users who have accessed or used the Innflows Technology during the Term to exceed the maximum User quantity specified in the applicable Order. Customer will not make available the Innflows Technology to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Innflows' breach of this Agreement). Customer will promptly notify Innflows if it becomes aware of any compromise of any Log-in Credentials.
2.4 Restrictions
Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following:
(a) provide access to, distribute, sell, or sublicense the Services, Service Content, or related content or technology provided by or on behalf of Innflows (collectively, "Innflows Technology") to a third party (other than Users);
(b) use the Innflows Technology to develop a similar or competing product or service or to provide products or services to a third party;
(c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Innflows Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Innflows);
(d) modify or create derivative works of the Innflows Technology or copy any element of the Innflows Technology;
(e) remove or obscure any proprietary notices in the Innflows Technology;
(f) publish benchmarks or performance information about the Innflows Technology;
(g) interfere with the operation of the Innflows Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Innflows Technology;
(h) transmit any viruses or other harmful materials to the Innflows Technology;
(i) use the Innflows Technology to take any action that risks harm to others;
(j) intentionally harm the security, availability, or integrity of the Innflows Technology;
(k) access or use the Innflows Technology in a manner that violates any relevant local, state, federal or international laws, regulations, caselaw, or conventions, including those related to data privacy or data transfer, international communications, or export of data ("Law").
3. Service Levels and Support
During the Term, Innflows will (a) offer the Services to Customer in accordance with Innflows' then-current Service Level Agreement; and (b) use commercially reasonable efforts to support the Services in accordance with Innflows' then-current Support Policy, in each case as may be updated from time to time.
4. Data
4.1 Retention of Rights
Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Without limiting the foregoing, except for the limited licenses granted in this Agreement, (a) Customer retains all of its rights in and to the Customer Data and (b) Innflows and its licensors retain all of their rights in and to the Innflows Technology.
4.2 Use of Customer Data
Customer hereby grants Innflows a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable right to use, copy, store, disclose, transmit, transfer, modify, create derivative works from, and process any materials that Customer (including its Users) inputs or makes available to Innflows, including any queries submitted through the Services (collectively, "Customer Data") solely as necessary: (a) to provide the Services and otherwise perform its obligations set forth in this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws.
For the avoidance of doubt, Innflows does not train any artificial intelligence or machine learning models on Customer Data.
4.3 Telemetry
"Telemetry" means information, technical logs, data, metrics, and learnings generated from or related to Customer's and Users' use of the Services, such as feature usage, click-throughs, and dwell times, which information does not identify Users, Customer, or any natural human persons as the source thereof. Innflows may process Telemetry for Innflows' and its affiliates' business purposes.
4.4 Data Processing
To the extent Innflows will process Customer Data subject to applicable data protection laws in the provision of the Services to Customer, each Party will comply with its obligations under applicable data protection laws and any data processing agreement entered into between the Parties.
5. Customer Obligations
Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services, including those that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Innflows to process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
6. Suspension of Service
Innflows may immediately suspend Customer's access to any or all of the Innflows Technology if:
(a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations);
(b) Customer's account is 30 days or more overdue;
(c) changes to Laws or new Laws require that Innflows suspend the Innflows Technology or otherwise may impose additional liability on the part of Innflows; or
(d) Customer's actions risk harm to any of Innflows' other customers or the security, availability, or integrity of any of the Innflows Technology.
Where practicable, Innflows will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).
7. Third-Party Platforms
The Services may support integration with third-party platforms, add-ons, services, or products not provided by Innflows ("Third-Party Platforms"). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer's agreement with the relevant provider and not this Agreement. Innflows does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Innflows Technology or how the Third-Party Platforms or their providers use Customer Data.
8. Fees and Taxes
8.1 Fees
Customer will pay the fees for the Innflows Technology set forth in each Order ("Fees"). Unless otherwise provided in the Order, all Fees are due within 30 days of the invoice date. Fees for Order Renewal Terms are at Innflows' then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as may be set out in Section 9.2 (Product Warranty) and Section 13.4 (Mitigation).
8.2 Taxes
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than Innflows' income tax ("Taxes"). Fees are exclusive of all Taxes.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each Party represents, warrants, and covenants to the other Party that:
(a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;
(b) the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;
(c) this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;
(d) the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.
9.2 Product Warranty
Innflows warrants to Customer that, during the Term, the Services will perform materially as described in the then-current applicable documentation made available to Customer by Innflows ("Documentation") and Innflows will not materially decrease the overall functionality of the Services during the Term (the "Product Warranty"). If Innflows breaches the Product Warranty and Customer makes a written warranty claim identifying in reasonable detail the nature of the breach, then Innflows will use reasonable efforts to correct the breach and cause the Product Warranty to be satisfied. If Innflows cannot do so within 30 days after receipt of a warranty claim, either Party may terminate the Agreement. Innflows will then refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
9.3 Compliance with Laws
Innflows represents and warrants to Customer that Innflows' provision of the Services will comply with all laws and regulations applicable to Innflows in its delivery of the Services.
9.4 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 (MUTUAL WARRANTIES), 9.2 (PRODUCT WARRANTIES), AND 9.3 (COMPLIANCE WITH LAWS), THE INNFLOWS TECHNOLOGY, ANY SUPPORT, OR TECHNICAL SERVICES, AND ALL OTHER INNFLOWS SERVICES ARE PROVIDED "AS IS". INNFLOWS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. INNFLOWS DOES NOT WARRANT THAT CUSTOMER'S USE OF THE INNFLOWS TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS.
Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Services and Service Content are not professional advice; (b) the Services and Service Content may include inaccurate or erroneous information; (c) Customer is responsible for independently evaluating the Service Content and any other information Customer receives from the Services; and (d) due to the changing nature of AI Platforms and Third-Party Platforms, Innflows does not guarantee the Services will support or be compatible with specific AI Platforms and Third-Party Platforms.
10. Term and Termination
10.1 Term
The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the "Effective Date") and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). The term of each Order will continue for the initial term specified in the applicable Order (the "Order Initial Term") and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an "Order Renewal Term"), unless either Party gives the other Party notice of non-renewal at least 30 days before the start of the next Order Renewal Term.
10.2 Termination
Either Party may terminate this Agreement (including the Order) immediately upon written notice if the other Party:
(a) fails to cure a material breach of this Agreement (including, where Customer is the breaching Party, a failure to pay Fees) within 30 days after notice;
(b) ceases operation without a successor; or
(c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.
10.3 Effect of Termination
Upon expiration or termination of this Agreement, Customer's rights to access, and Innflows' obligations to provide, the Innflows Technology will cease. Following the date of expiration or earlier termination of this Agreement, Innflows will promptly return or delete Customer Data and other Customer Confidential Information, provided that Innflows may retain copies of Customer Data and other Confidential Information (a) as expressly agreed upon by the Parties, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement's confidentiality provisions.
10.4 Survival
These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4 (Data), 5 (Customer Obligations), 8 (Fees and Taxes), 9.4 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Feedback), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), 16 (Trials and Betas), and 17 (General Terms).
11. Feedback
To the extent Customer provides Innflows with feedback (including suggestions and comments for enhancements or functionality) regarding the Innflows Technology ("Feedback"), Innflows has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use and exploit the Feedback or incorporate Feedback into any of its products, services, technology, or other materials.
12. Limitations of Liability
12.1 Consequential Damages Waiver
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
12.2 Liability Cap
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY'S (AND ITS SUPPLIERS' AND LICENSORS') ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO INNFLOWS PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
12.3 Excluded Claims
"Excluded Claims" means: (a) either Party's breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Data); and (b) either Party's indemnification obligations under Section 13 (Indemnification).
12.4 Nature of Claims
The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
13. Indemnification
13.1 Indemnification by Innflows
Innflows will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees), or agreed in a settlement by Innflows, resulting from any third-party claim alleging that the Innflows Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights.
13.2 Indemnification by Customer
Customer will indemnify and hold harmless and, at Innflows' request will defend, Innflows from and against any third-party claim, including any damages and costs awarded against Innflows (including reasonable attorneys' fees) or agreed in a settlement resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer's breach of Section 5 (Customer Obligations), or (b) relating to Customer's business practices or use of Service Content.
13.3 Procedures
The indemnifying Party's obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party's expense for reasonable out-of-pocket costs.
13.4 Mitigation
In response to an actual or potential claim relating to infringement or misappropriation of intellectual property rights, if required by settlement or injunction or as Innflows determines necessary to avoid material liability, Innflows may at its option: (a) procure rights for Customer's continued use of the applicable Innflows Technology; (b) replace or modify the allegedly infringing portion of the applicable Innflows Technology to avoid infringement without reducing overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.
13.5 Exceptions
Innflows' obligations in this Section 13 do not apply: (a) to infringement resulting from Customer's modification of Innflows Technology or use in combination with items not provided by Innflows; (b) to unauthorized use of the Innflows Technology; (c) if Customer settles or makes any admissions about a claim without Innflows' prior consent; or (d) to Trials and Betas or other free or evaluation use.
14. Confidentiality
14.1 Definition
"Confidential Information" means information disclosed to the receiving Party ("Recipient") under this Agreement that is designated by the disclosing Party ("Discloser") as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Innflows' Confidential Information includes the terms and conditions of this Agreement and the Innflows Technology. Customer's Confidential Information includes Customer Data.
14.2 Obligations
As Recipient, each Party will: (a) hold Confidential Information in confidence and implement reasonable measures to prevent its disclosure to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement.
14.3 Exclusions
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving Party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.
14.4 Remedies
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14.
15. Required Disclosures
Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.
16. Trials and Betas
If Customer receives access to Innflows Technology or features thereof on a free or trial basis or as an alpha, beta, or early access offering ("Trials and Betas"), use is permitted only for Customer's internal evaluation during the period designated by Innflows (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Innflows may never release, and their features and performance information are Innflows' Confidential Information.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, INNFLOWS PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.
17. General Terms
17.1 Assignment
Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets. Any non-permitted assignment is void.
17.2 Governing Law, Jurisdiction and Venue
This Agreement is governed by the laws of the People's Republic of China. Any dispute arising from or in connection with this Agreement shall be submitted to the competent court in Shanghai, China. For customers located outside of China, this Agreement is governed by the laws of the State of Delaware, United States, and the jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Delaware.
17.3 Notices
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the address specified in the applicable Order, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email.
Innflows Contact:
- Email: sales@innflows.com
- Company: Shanghai Xinchen Suben Intelligent Technology Co., Ltd.
- Address: Shanghai, China
17.4 Entire Agreement
This Agreement, including the Order and other attachments referenced herein, is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter.
17.5 Amendments
Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party's authorized representatives. Innflows may from time to time notify Customer of updates to this Agreement. Such updated version will become effective on a going forward basis at the start of the first Order Renewal Term occurring at least 60 days after the date on which Innflows provided such notice to Customer.
17.6 Waivers and Severability
Waivers must be signed by the waiving Party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement.
17.7 Force Majeure
Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, change in Law, refusal of government license, or natural disaster.
17.8 Subcontractors
Innflows may use subcontractors and permit them to exercise Innflows' rights, but Innflows remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
17.9 Independent Contractors
The Parties are independent contractors, not agents, partners, or joint venturers.
17.10 Export
Customer will comply with all relevant export and import Laws in using any Innflows Technology.