Subscription Agreement

Last Updated: September 2, 2026

This Subscription Agreement ("Agreement") governs the purchase of and access to the loyalty platform, managed loyalty services, software functionality, support, and related services provided by Castor Labs AI LLC d/b/a Castor Loop ("Castor Loop," "we," "us," or "our").

This Agreement is between Castor Loop and the person or entity purchasing or using the Services ("Customer," "you," or "your").

If you enter into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind that organization to this Agreement.

This Agreement becomes binding and effective when you accept it electronically, purchase or subscribe to the Services through a process that references this Agreement, execute an Order incorporating this Agreement, or otherwise expressly agree to it.

1. Services

Castor Loop provides a managed customer loyalty and engagement platform designed to help businesses create, operate, promote, and manage loyalty programs.

Depending on the applicable plan, configuration, and availability, the Services may include digital loyalty cards, customer management, PUSH notifications, automated communications, geolocation-based notifications, referrals, analytics, customer segmentation, email and SMS campaign functionality, APIs, scanning functionality, program configuration, design, onboarding, strategy, support, and other related functionality.

The specific Services included with your subscription are those described on the applicable pricing page, Order, proposal, invoice, or other written offer at the time of purchase.

2. Orders and Priority of Documents

An "Order" means an online purchase, checkout, order form, proposal, invoice, or other written agreement identifying the Services purchased by Customer.

Each Order is governed by this Agreement.

If an Order expressly conflicts with this Agreement, the Order controls with respect to that specific Customer and Order.

If there is a conflict between the Terms of Use and this Agreement concerning paid Services, this Agreement controls.

3. Access and Authorized Users

Subject to Customer's payment of applicable fees and compliance with this Agreement, Castor Loop grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes during its active subscription.

Customer may permit its authorized employees, owners, agents, or contractors ("Authorized Users") to access the Services where permitted by the applicable plan.

Customer is responsible for its Authorized Users' use of the Services and for maintaining the confidentiality and security of account credentials.

Customer must promptly notify Castor Loop if it becomes aware of unauthorized access to its account or Customer Data.

4. Managed Setup and Launch Services

Where included in Customer's plan, Castor Loop may provide managed setup and launch assistance.

This may include program configuration, branding, digital card configuration, reward-structure assistance, launch preparation, enrollment recommendations, and staff rollout guidance.

Customer is responsible for providing reasonably requested information, branding assets, business information, approvals, and access necessary for Castor Loop to perform these services.

Customer remains responsible for reviewing and approving its final loyalty program, rewards, offers, customer-facing terms, and business policies before launch.

5. Ongoing Support

Where included in Customer's plan, Castor Loop will provide reasonable ongoing assistance concerning use of the Services, program configuration, campaigns, promotions, and technical questions.

Support availability, communication methods, and response times may vary based on business hours, request complexity, technical dependencies, third-party availability, and other circumstances.

Unless expressly stated in an Order or separate written agreement, Castor Loop does not guarantee a particular support response or resolution time.

6. Strategy and Progress Calls

Where included in Customer's plan, Customer may book up to two (2) optional strategy and progress calls per calendar month, subject to scheduling availability.

Calls may be used to review program performance, discuss campaigns or promotions, evaluate loyalty strategy, address questions, or plan improvements.

Unused calls do not roll over to future months, have no cash value, and are not transferable unless Castor Loop expressly agrees otherwise in writing.

Scheduling, duration, rescheduling, and cancellation procedures may be established by Castor Loop from time to time.

7. Subscription Fees

Customer agrees to pay all fees displayed or otherwise agreed upon at the time of purchase.

Unless another price is specified in an Order, Castor Loop's standard Managed Loyalty subscription is currently offered at $297 per month.

Fees are stated in U.S. dollars unless otherwise specified.

Applicable taxes may be charged in addition to subscription fees where required by law.

8. Recurring Billing and Automatic Renewal

Unless otherwise expressly stated in an Order, subscriptions automatically renew at the end of each billing period until canceled.

By purchasing a recurring subscription, Customer authorizes Castor Loop and its payment processor to charge the payment method provided by Customer for recurring subscription fees, applicable taxes, and other authorized charges.

Customer is responsible for maintaining accurate billing information and a valid payment method.

If payment cannot be processed, Castor Loop may retry the payment and may suspend or terminate access to the Services until outstanding amounts are paid.

9. Cancellation

Unless otherwise stated in an Order, Customer may cancel its subscription at any time.

Cancellation stops future automatic renewals and becomes effective at the end of Customer's then-current paid billing period.

Customer may continue using the Services through the end of the paid billing period unless access is suspended or terminated under this Agreement.

Except where required by law, expressly stated in an Order, or otherwise agreed by Castor Loop in writing, fees already paid are non-refundable and partial billing periods are not prorated.

10. Price-Lock Guarantee

If Customer purchases a subscription expressly offered with Castor Loop's Price-Lock Guarantee, the base recurring subscription price applicable when Customer initially subscribes will remain unchanged while that subscription remains continuously active and in good standing.

The Price-Lock Guarantee ends if the subscription is canceled, terminated, or otherwise lapses.

If Customer later resubscribes, then-current pricing may apply.

The Price-Lock Guarantee applies to the base recurring subscription price only unless expressly stated otherwise.

It does not prevent additional charges resulting from optional products or services, third-party charges, taxes, additional usage, custom development, additional locations or accounts, separately purchased services, or other items outside the original base subscription.

Castor Loop may add new products, services, tiers, or optional features without being required to include those products, services, or features in a previously purchased subscription.

11. Third-Party Services

The Services may depend upon or integrate with software, infrastructure, telecommunications networks, email providers, payment processors, digital-wallet providers, APIs, hosting providers, and other products or services operated by third parties ("Third-Party Services").

Customer may also elect to connect its own third-party accounts to the Services.

Third-Party Services are governed by the applicable third party's terms, policies, availability, and pricing.

Castor Loop does not control and is not responsible for the operation, security, availability, pricing, policies, modifications, or discontinuation of Third-Party Services.

A third-party outage, restriction, modification, suspension, or discontinuation may affect functionality available through Castor Loop.

12. Email and SMS Services

The Services may include functionality allowing Customer to create, manage, schedule, or send email and SMS communications.

Sending email or SMS may require Customer to establish and connect an account with a supported third-party provider.

Unless expressly stated otherwise in an Order, third-party email, SMS, telecommunications, carrier, and usage fees are not included in Customer's Castor Loop subscription and are paid separately by Customer.

Customer is solely responsible for its communications and for compliance with laws, regulations, carrier requirements, industry standards, and third-party provider policies applicable to those communications.

Customer is responsible for obtaining, maintaining, and documenting all legally required recipient permissions, consents, and opt-ins and for honoring unsubscribe, STOP, revocation, and other opt-out requests.

Customer may not use Castor Loop to send unlawful, deceptive, abusive, or unauthorized communications.

13. PUSH Notifications and Marketing Communications

Customer is responsible for the content, recipients, timing, targeting, frequency, and legal compliance of PUSH notifications and other marketing communications created, configured, or authorized through Customer's account.

Customer agrees not to use the Services for deceptive, fraudulent, abusive, unlawful, misleading, or unauthorized marketing.

14. Customer Loyalty Programs

Customer, and not Castor Loop, is the operator of Customer's loyalty program and the provider of rewards, discounts, products, services, credits, memberships, cashback, coupons, gift benefits, or other offers made available to Customer's customers.

Customer is responsible for establishing and communicating the rules applicable to its loyalty program, including eligibility, earning rules, redemption requirements, exclusions, expiration policies, availability, and other applicable conditions.

Unless expressly agreed otherwise in writing, Castor Loop is not responsible for fulfilling Customer's rewards, discounts, offers, products, services, or other promises made to Customer's customers.

Customer is responsible for ensuring that its loyalty program, promotions, rewards, and related practices comply with applicable laws and regulations.

15. Customer Data

"Customer Data" means information submitted to, stored in, transmitted through, or otherwise processed through the Services by or on behalf of Customer, including information relating to Customer's loyalty-program participants.

As between Customer and Castor Loop, Customer retains its rights in Customer Data.

Customer grants Castor Loop and its service providers a limited right to host, process, store, transmit, reproduce, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, support, troubleshoot, and improve the Services and fulfill our obligations under this Agreement.

Customer represents and warrants that it has the rights, permissions, consents, notices, and lawful authority necessary to provide Customer Data to Castor Loop and cause it to be processed through the Services.

16. Customer Privacy Responsibilities

Customer is responsible for its relationship with its customers and other individuals whose personal information Customer collects, uploads, accesses, or processes through the Services.

Customer is responsible for providing legally required privacy notices and obtaining legally required permissions and consents.

Customer must not use the Services to collect or process information in violation of applicable privacy, data-protection, marketing, or communications laws.

Customer should not intentionally submit highly sensitive information to the Services unless the Services expressly support such information and Customer has independently determined that doing so complies with applicable law and any applicable contractual obligations.

17. Prohibited Uses

Customer and its Authorized Users may not:

• use the Services for unlawful, fraudulent, deceptive, abusive, or harmful purposes;
• send spam or communications for which Customer lacks legally required consent or authorization;
• infringe intellectual property, privacy, publicity, or other rights;
• upload, transmit, introduce, or distribute malware or malicious code;
• gain or attempt to gain unauthorized access to accounts, systems, networks, or information;
• interfere with the integrity, operation, availability, performance, or security of the Services;
• circumvent technical, account, usage, access, or security restrictions;
• reverse engineer, decompile, disassemble, or attempt to discover source code underlying the Services except where such restrictions are prohibited by applicable law;
• copy or use the Services for the purpose of developing a substantially competing product or service;
• scrape or systematically extract protected information from the Services without authorization;
• resell, sublicense, lease, distribute, or commercially provide the Services to another party unless expressly authorized by Castor Loop in writing; or
• use the Services in violation of applicable law, this Agreement, or applicable third-party provider requirements.

18. Suspension

Castor Loop may temporarily suspend Customer's access to some or all of the Services if we reasonably believe that:

• Customer has materially violated this Agreement;
• Customer's use poses a security, integrity, or operational risk;
• Customer's use may expose Castor Loop, its service providers, customers, or another party to legal liability;
• Customer is using the Services unlawfully;
• Customer's use violates applicable third-party provider requirements;
• payment is overdue or cannot be successfully processed; or
• suspension is reasonably necessary to protect the Services, Castor Loop, our providers, customers, users, or third parties.

Where reasonably practicable, Castor Loop will attempt to notify Customer and provide an opportunity to resolve the applicable issue.

19. Service Availability

Castor Loop will use commercially reasonable efforts to maintain the availability and functionality of the Services.

However, the Services may occasionally be unavailable due to maintenance, upgrades, technical problems, internet or telecommunications failures, third-party outages, security incidents, force majeure events, or circumstances beyond Castor Loop's reasonable control.

Unless expressly agreed in a separate written service-level agreement, Castor Loop does not guarantee a specific uptime percentage, response time, or service level.

20. Changes to the Services

Castor Loop may update, modify, replace, improve, or otherwise change features of the Services from time to time.

We may also discontinue features where reasonably necessary for technical, legal, security, operational, third-party, or business reasons.

Where reasonably practicable, Castor Loop will endeavor to avoid materially reducing the overall core functionality of an active paid subscription without reasonable notice or justification.

21. Managed Services and Customer Approval

Castor Loop may provide recommendations concerning rewards, campaigns, promotions, customer engagement, retention, program design, or other business strategies.

Customer retains final authority and responsibility for its business decisions.

Customer is responsible for reviewing and approving customer-facing campaigns, offers, rewards, program rules, communications, and other business materials before or after implementation, as applicable.

22. No Guarantee of Results

Castor Loop does not guarantee that Customer's use of the Services will result in any particular level of customer retention, repeat purchases, visits, engagement, revenue, profit, average order value, customer lifetime value, return on investment, or other business result.

Statistics, projections, examples, case studies, testimonials, benchmarks, and descriptions of potential results presented by Castor Loop are informational and do not constitute guarantees that Customer will achieve the same or similar results.

23. Intellectual Property

Castor Loop and its licensors retain all rights, title, and interest in and to the Services and related software, technology, interfaces, documentation, designs, systems, trademarks, branding, and intellectual property.

Except for the limited rights expressly granted under this Agreement, no intellectual property rights are transferred to Customer.

Customer retains ownership of Customer's trademarks, logos, content, Customer Data, and other materials supplied by Customer.

Customer grants Castor Loop a limited, non-exclusive right to use such materials as reasonably necessary to provide and support the Services.

24. Feedback

If Customer voluntarily provides ideas, suggestions, recommendations, bug reports, or other feedback concerning Castor Loop or the Services ("Feedback"), Customer grants Castor Loop a perpetual, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, develop, commercialize, and otherwise use such Feedback without restriction or compensation.

Castor Loop does not thereby obtain ownership of Customer's underlying Confidential Information or Customer Data.

25. Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

Each receiving party agrees to use the other party's Confidential Information only as reasonably necessary to perform its obligations or exercise its rights under this Agreement and to protect such information using reasonable care.

Confidential Information does not include information that:

• is or becomes publicly available through no violation of this Agreement;
• was lawfully known to the receiving party without confidentiality restrictions before disclosure;
• is lawfully received from another source without confidentiality restrictions; or
• is independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information where required by applicable law, subpoena, court order, or other legally binding process, subject to legally permissible notice to the other party where appropriate.

26. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

CASTOR LOOP DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CASTOR LOOP DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPATIBLE WITH EVERY THIRD-PARTY SERVICE, DEVICE, PLATFORM, SYSTEM, OR CUSTOMER REQUIREMENT.

CASTOR LOOP DOES NOT WARRANT THE CONTINUED AVAILABILITY, FUNCTIONALITY, PRICING, OR PERFORMANCE OF THIRD-PARTY SERVICES.

Nothing in this Agreement excludes warranties or rights that cannot lawfully be excluded.

27. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, USE, OR DATA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CASTOR LABS AI LLC'S TOTAL CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CASTOR LOOP FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether liability is asserted under contract, tort, negligence, strict liability, or another legal theory and regardless of whether Castor Loop was advised of the possibility of such damages.

Nothing in this Section limits liability to the extent it cannot lawfully be limited or excluded.

28. Customer Indemnification

To the maximum extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Castor Labs AI LLC and its affiliates, owners, officers, employees, contractors, and agents from and against third-party claims, liabilities, damages, losses, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

• Customer's violation of this Agreement;
• Customer's violation of applicable law;
• Customer's loyalty program, rewards, promotions, offers, products, or services;
• Customer Data or content supplied, uploaded, or authorized by Customer;
• Customer's marketing or customer communications;
• Customer's failure to obtain legally required consent, permission, authorization, or notice;
• Customer's infringement or violation of another person's intellectual property, privacy, publicity, or other rights; or
• Customer's or an Authorized User's unlawful or prohibited use of the Services.

Castor Loop will provide reasonable notice of an indemnifiable claim and reasonable cooperation in its defense.

29. Term and Termination

This Agreement remains in effect while Customer has an active subscription or Order.

Customer may terminate its subscription through cancellation as provided in Section 9.

Castor Loop may terminate this Agreement or an applicable subscription if Customer materially breaches this Agreement and fails to cure the breach within a reasonable period after notice where a cure is reasonably possible.

Castor Loop may terminate immediately where reasonably necessary because of fraud, unlawful activity, serious security threats, abuse of the Services, repeated payment failure, or circumstances where continued service would expose Castor Loop, its providers, customers, or others to material legal, security, or operational risk.

Upon termination, Customer's right to use the Services ends when the applicable paid service period ends or when termination otherwise becomes effective under this Agreement.

30. Effect of Cancellation or Termination

Customer is responsible for exporting or retaining information it reasonably requires before its access to the Services ends.

The availability and duration of post-termination access or data export may depend on platform functionality, applicable retention requirements, and third-party systems.

Castor Loop does not guarantee indefinite storage or availability of Customer Data following cancellation or termination.

Sections concerning accrued payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and other provisions that by their nature should survive will survive cancellation or termination.

31. Taxes

Fees are exclusive of applicable sales, use, excise, value-added, or similar taxes unless expressly stated otherwise.

Customer is responsible for taxes legally imposed on Customer's purchase or use of the Services, except taxes imposed on Castor Loop's net income.

32. Publicity

Castor Loop will not represent that Customer endorses Castor Loop without authorization.

Unless Customer requests otherwise, Customer grants Castor Loop permission to identify Customer as a Castor Loop customer using Customer's business name and logo in ordinary customer lists, portfolio materials, websites, sales materials, or similar promotional materials.

Customer may request that Castor Loop discontinue such use by contacting support@castorloop.com.

33. Force Majeure

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

Such circumstances may include natural disasters, fires, floods, severe weather, war, terrorism, civil unrest, governmental action, labor disruptions, utility failures, internet or telecommunications failures, cyberattacks, widespread technical failures, and failures or outages of third-party service providers.

34. Assignment

Customer may not assign or transfer this Agreement without Castor Loop's prior written consent, except in connection with a merger, reorganization, or sale of substantially all of Customer's relevant business or assets where the successor assumes Customer's obligations under this Agreement.

Castor Loop may assign or transfer this Agreement in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or similar business transaction.

35. Independent Parties

Customer and Castor Loop are independent contracting parties.

Nothing in this Agreement creates a partnership, employment relationship, joint venture, franchise, fiduciary relationship, or agency between the parties.

36. Electronic Communications and Signatures

Customer agrees that agreements, notices, disclosures, and other communications may be provided electronically where permitted by applicable law.

Electronic acceptance, electronic signatures, checkbox acceptance, online checkout acceptance, and other legally recognized electronic methods may have the same force and effect as physical signatures to the extent permitted by applicable law.

37. Governing Law and Venue

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles.

To the extent permitted by applicable law, any legal action or proceeding arising out of or relating to this Agreement or the Services shall be brought in the state or federal courts located in New Jersey, and each party consents to the jurisdiction and venue of those courts.

38. Changes to This Agreement

Castor Loop may update this Agreement from time to time by posting a revised version and updating the "Last Updated" date.

Material changes will apply prospectively.

For existing month-to-month subscribers, material changes will become effective no earlier than the next billing period following reasonable notice where required by applicable law.

Changes will not retroactively alter fees already paid or eliminate contractual rights that accrued before the revised Agreement became effective.

If Customer does not agree to a material revision, Customer may cancel its subscription before the revision becomes applicable to Customer.

39. Entire Agreement and Order of Precedence

This Agreement, together with the applicable Order, Privacy Policy, and any other written agreement expressly incorporated by reference, constitutes the agreement between Customer and Castor Loop concerning the Services.

In the event of a conflict, the following order of precedence applies:

1. a separately executed negotiated agreement or Order;
2. this Subscription Agreement;
3. the Privacy Policy with respect to privacy matters; and
4. the Terms of Use.

Any additional or different terms proposed by Customer do not modify this Agreement unless expressly accepted in writing by Castor Loop.

40. Severability and Waiver

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

A party's failure to enforce any provision of this Agreement does not waive that party's right to enforce the provision later.

41. Notices

Legal notices to Castor Loop should be sent to:

Castor Labs AI LLC d/b/a Castor Loop 3495 US-1, STE 34 #1222, Princeton, NJ 08540 United States

Email: support@castorloop.com Phone: +1 (888) 411-3396

Notices to Customer may be sent to the email address, mailing address, or other contact information associated with Customer's account or applicable Order.