Roster Master Subscription Agreement

This Master Subscription Agreement (the "Agreement") is entered into between Advantys Solutions Ltd located at 1250 Rene Levesque West Suite 2200, Montreal Quebec H3B 4W8 Canada and its affiliates ("Advantys", "we", "us") and the individual or entity that accepts it ("Customer", "you"). It governs Customer's access to and use of the Roster software under the self-serve Free and Pro plans. Enterprise plans are governed by a separately negotiated agreement.

Acceptance. You accept this Agreement by (a) checking the acceptance box at online checkout (clickwrap), or (b) downloading, deploying, or using the Software. If you accept on behalf of an entity, you represent that you are authorized to bind it. If you do not agree, do not use the Software.

1. Definitions

"Software" / "Roster" means the Roster Participant Resolution Agent distributed as the container image advantys/roster, together with its command-line interface, APIs, MCP server, web interface, and Documentation.

"Documentation" means the technical documentation published at docs.rosterresolve.ai, as updated from time to time.

"Plan" means the Free Plan or the Pro Plan as described in Section 4 and Exhibit A.

"Resolvable Human" means an active directory record of type "user" that is attached as a routing target within the Software — a person to whom the Software can resolve and route work. AI agents, service accounts, and the team members who operate the Software are not Resolvable Humans. Resolvable Humans are counted deduplicated and active-only.

"Plan Capacity" means the maximum number of Resolvable Humans permitted under the Customer's Plan, as encoded in the License Key (Pro) or built into the Software (Free).

"License Key" means the signed, offline-validatable credential that encodes a Plan, Plan Capacity, and term, which the Customer installs in its deployment to enable a paid Plan.

"Directory Data" means the directory, identity, organizational, and personnel data the Customer connects to or loads into the Software (e.g., via Microsoft Entra ID, Okta, Google Workspace, Workday, LDAP/Active Directory, or CSV).

"LLM Provider" means the third-party large-language-model provider whose model the Customer configures the Software to use (bring-your-own-model).

"Resolution" means a query processed by the Software to identify the right participant(s) for a task.

"Subscription Term" means, for the Pro Plan, the annual period for which fees have been paid, including renewals.

2. License Grant

Subject to this Agreement and payment of applicable fees, Advantys grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable Plan term, to install and run the Software on infrastructure Customer controls, for Customer's own internal business purposes, up to its Plan Capacity. The Software is licensed, not sold. Roster is a commercial-license-only product; no open-source license is granted.

3. License Restrictions

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

• resell, sublicense, rent, lease, or operate the Software as a service for third parties, or otherwise make it available to anyone other than Customer's own personnel and agents;
• copy, modify, or create derivative works of the Software except as expressly permitted;
• reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is prohibited by applicable law;
• circumvent, disable, or tamper with the License Key, Plan Capacity counting, or any usage-control mechanism;
• remove or obscure any proprietary notices; or
• publish benchmarks or performance results about the Software without Advantys' prior written consent.

4. Plans & Subscription

4.1 Free Plan

The Free Plan is provided at no charge for evaluation and small-scale production use. It is open: Customer may obtain and run the Software without an account or License Key. The Free Plan is limited to a hard cap of twenty (20) Resolvable Humans and five (5) team members (Customer-side users with access to the Software); the Software will prevent the addition of Resolvable Humans or team members beyond those caps, but will not interrupt Resolutions for those already configured. The Free Plan includes model-run observability; the audit log feature is reserved for the Enterprise plan. The Free Plan includes Community support only. Advantys provides the Free Plan "AS IS" (Section 13) and may modify, limit, or discontinue it at any time.

4.2 Pro Plan

The Pro Plan is a paid annual subscription available either self-serve through our payment processor (Stripe) or by requesting a quote for payment by invoice / PO. It includes an annual base fee plus progressive per-Resolvable-Human pricing as set out in Exhibit A, the full resolution product with model-run observability, and Standard support. The audit log feature is reserved for the Enterprise plan and is not included in Pro. Pro Plan capacity is enforced by a License Key as a hard cap (no buffer) and is subject to the certification and true-up mechanism in Section 5.

4.3 Plan Summary

The following summarizes the Plans. Exhibit A controls in the event of any conflict with this summary; current published pricing at rosterresolve.ai/pricing controls fee amounts.

Beyond 1,000 Resolvable Humans, or where managed cloud hosting, contractual service levels, or custom terms are required, Customer must move to an Enterprise plan under a separate agreement.

5. Resolvable-Human Capacity, Certification & True-Up

5.1 Measurement; local counting. Resolvable-Human usage is the count of currently active Resolvable Humans in Customer's deployment. The Software computes this count locally within Customer's environment and does not transmit usage data to Advantys (no telemetry / no phone-home). Records that are deactivated, removed, or detached from all routing targets do not count. The Software exposes the count to Customer's administrators.

5.2 Continuity of service. The Software will not interrupt Resolution or routing solely because the active Resolvable-Human count reaches Plan Capacity.

5.3 Hard cap and add-target limitation. Plan Capacity is a hard cap. The Software prevents the addition of further Resolvable Humans (i.e., rejects configuration changes that would increase the distinct active count beyond Plan Capacity) until Customer upgrades to a Plan whose Capacity accommodates the intended count. Removing or deactivating Resolvable Humans reduces the count and restores the ability to add. Runtime (Resolution, routing, audit, and other functions) is never restricted by the cap.

5.4 Free hard cap. The Free Plan add-target limitation applies at 20 Resolvable Humans, on the same basis as Section 5.3.

5.5 Backstop certification and true-up. Plan Capacity is enforced by the Software as a hard cap, so overage is not expected to occur. If Advantys nonetheless reasonably believes Plan Capacity has been exceeded (for example, due to tampering, defect, or circumvention of the License Key), Customer will, within thirty (30) days of written request, certify in writing its current active Resolvable-Human count and, if the count exceeds Plan Capacity, true up by upgrading to the Plan whose Capacity covers actual usage, prorated for the remainder of the then-current Subscription Term. Overage is resolved by Plan upgrade only; there are no per-unit overage charges.

6. Fees, Billing, Taxes & Renewal

6.1 Fees. Pro Plan fees are billed annually in advance in US dollars at the prices published at rosterresolve.ai/pricing at the time of purchase or renewal, either (a) through our payment processor (Stripe) for self-serve subscriptions, or (b) by invoice / PO against an Advantys-issued quote, payable net 30 days from invoice date unless otherwise stated on the quote. Pricing is progressive per Resolvable Human as set out in Exhibit A.

6.2 Taxes. Fees are exclusive of taxes. Applicable sales, use, VAT, GST, or similar taxes will be added and collected (via Stripe Tax) and are Customer's responsibility, excluding taxes on Advantys' net income.

6.3 Auto-renewal. The Pro Plan renews automatically for successive annual terms at the then-current price unless cancelled before the renewal date through the customer portal.

6.4 Upgrades. Customer may raise its Plan Capacity at any time through the customer portal; a new License Key reflecting the higher Capacity is issued and the change is prorated.

6.5 Non-payment. If a charge fails, the processor's dunning process applies. If fees remain unpaid past any grace period, or upon cancellation, at the end of the paid term the License Key lapses and the deployment downgrades to the Free Plan cap (20 Resolvable Humans); Resolution continues, capped, and never stops.

6.6 Refunds. Except where required by law, fees are non-refundable.

7. License Keys & Delivery

For the Pro Plan, Advantys issues a signed License Key encoding the Plan, Plan Capacity, and term. The Key is delivered by email and in the customer area, and is validated by the Software offline (no callback to Advantys). On renewal or upgrade, a refreshed Key is issued. A grace window applies so a deployment does not hard-expire at the moment of renewal. Customer is responsible for safeguarding its License Key; Keys are confidential.

8. Customer Responsibilities

• Deployment & infrastructure: Customer provisions, secures, operates, and maintains the environment in which the Software runs.
• Directory Data: Customer is responsible for the accuracy, legality, and rights to use the Directory Data it connects or loads, and for configuring access appropriately.
• Security: Customer secures its environment, administrator accounts, API keys, and License Key.
• LLM Provider: Customer supplies and pays its own LLM Provider account and API keys (Section 9).
• Lawful use: Customer uses the Software in compliance with applicable laws and this Agreement.

9. Third-Party LLM Providers (Bring-Your-Own-Model)

The Software is designed to use an LLM Provider that Customer selects and configures. Customer's use of any LLM Provider is governed by that provider's terms. Token and usage charges are billed directly by the LLM Provider to Customer and are never marked up by Advantys. Advantys does not control and is not responsible for the availability, performance, pricing, or outputs of any LLM Provider. Model outputs may be inaccurate or incomplete; Resolutions are decision-support outputs that Customer is responsible for reviewing before acting.

10. Data, Privacy & Security

The Software is self-hosted and does not phone home. Directory Data, Resolutions, audit history, and configuration remain within Customer's own environment. Advantys does not receive, access, store, or process Customer's Directory Data or personal data under the Free or Pro Plans, and is not a processor of such data for these self-serve Plans. As between the parties, Customer is the controller of and responsible for the personal data it processes using the Software, including providing any required notices and lawful bases. Where Advantys would process Customer personal data (e.g., certain Enterprise or managed-hosting arrangements), a separate data processing agreement applies.

11. Intellectual Property

Advantys and its licensors own all right, title, and interest in and to the Software, the Documentation, and all related intellectual property. Customer retains all rights in its Directory Data and other Customer data. No rights are granted except as expressly stated. If Customer provides feedback, Advantys may use it without restriction or obligation.

12. Confidentiality

Each party may receive the other's non-public information that is marked or reasonably understood to be confidential (including the License Key and non-public pricing). The receiving party will use it only to perform under this Agreement and will protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, or to disclosures required by law.

13. Warranties; Disclaimers

13.1 Limited warranty (Pro). During the Subscription Term, Advantys warrants that the Pro Plan Software will perform materially in accordance with the Documentation. Customer's exclusive remedy and Advantys' sole obligation for breach of this warranty is, at Advantys' option, to correct the non-conformity or refund the fees for the affected period.

13.2 AS IS. The Free Plan, and any beta or preview features, are provided "AS IS" without warranty of any kind. Except for Section 13.1, to the maximum extent permitted by law Advantys disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Software will be uninterrupted or error-free, or that any Resolution or model output will be accurate or suitable for any decision.

14. Indemnification

14.1 By Advantys. Advantys will defend Customer against third-party claims that the unmodified Software, as provided and used in accordance with this Agreement, infringes such third party's intellectual-property rights, and will pay resulting damages finally awarded, subject to the limits in Section 15. Advantys has no obligation for claims arising from Directory Data, LLM Provider outputs, modifications, or use outside this Agreement.

14.2 By Customer. Customer will defend and indemnify Advantys against claims arising from Customer's Directory Data, Customer's use of an LLM Provider, or Customer's breach of this Agreement or violation of law.

15. Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill; and (b) each party's total aggregate liability arising out of or related to this Agreement will not exceed the greater of the fees paid by Customer for the Pro Plan in the twelve (12) months preceding the claim, or, for the Free Plan, one hundred US dollars (US$100). These limits do not apply to amounts owed for fees, a party's indemnification obligations, or liability that cannot be excluded by law.

16. Term & Termination

16.1 Term. This Agreement starts on acceptance and continues while Customer uses the Software. The Pro Plan runs for its Subscription Term and renews per Section 6.3.

16.2 Termination for breach. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. Advantys may suspend issuance of new or renewed License Keys (but will not remotely disable a validly licensed running deployment) for non-payment or unlawful use.

16.3 Effect. On expiry or termination of a paid Plan, the License Key lapses and the deployment downgrades to the Free Plan cap; Customer may continue under the Free Plan or must stop using the Software if it terminates entirely. Sections that by their nature should survive (including 3, 9–15, 17–21) survive.

17. Acceptable Use

Customer will not use the Software to violate law, infringe rights, or process data it has no right to process. Advantys may take proportionate action (including suspending new Key issuance) for violations, consistent with the continuity principle in Section 5.2.

18. Compliance, Export & Anti-Corruption

Each party will comply with applicable export-control, sanctions, and anti-corruption laws. Customer represents it is not located in, or a national of, an embargoed jurisdiction and is not on a restricted-party list.

19. Changes to this Agreement

Advantys may update this Agreement from time to time. The current version is identified by version and date and is captured at checkout (clickwrap). For material changes, Advantys will provide reasonable notice; continued use after the effective date constitutes acceptance.

20. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Province of Quebec, Canada. Any claim or dispute which may arise between the parties with regard to the interpretation and/or execution of the Agreement shall be instituted only in courts located in the judicial district of Montreal, Province of Quebec, Canada.

21. General

Assignment: neither party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Force majeure: neither party is liable for delays beyond its reasonable control. Severability: if a provision is unenforceable, the rest remains in effect. Waiver: no waiver is effective unless in writing. Notices: by email to the addresses on file. Independent contractors: the parties are independent; this Agreement creates no partnership or agency. Entire agreement: this Agreement (with Exhibits and the published Plan pricing) is the entire agreement for the Free and Pro Plans and supersedes prior understandings.

Acceptance

By checking "I agree to the Roster Master Subscription Agreement" at checkout, or by deploying or using the Software, Customer agrees to this Agreement (version and date recorded at acceptance).

Exhibit A — Plan Specifications

Fee amounts reflect the launch meter as of the date above and are superseded by the current published prices at rosterresolve.ai/pricing.

Metric. Resolvable Humans, as defined in Section 1 — distinct, active directory users attached as routing targets; deduplicated; counted locally.

Free. $0. Hard cap 20 Resolvable Humans and 5 team members (Customer-side users with access to the Software). Full resolution product, self-hosted; MCP, CLI, REST, web; all connectors and SSO; Community support; model-run observability included. Audit log not included. Unlimited AI agents, service accounts, and Resolutions.

Pro. $990 base per year (includes 100 Resolvable Humans), then progressive per-Resolvable-Human pricing, applied per band to the people in that band:

Illustrative annual totals: 100 → $990; 250 → $2,190; 500 → $3,690; 750 → $4,690; 1,000 → $5,690. Hard cap at the purchased number (no Buffer). Model-run observability included; audit log reserved for Enterprise. Standard support included. Unlimited AI agents, service accounts, and Resolutions. Bring-your-own-LLM; tokens billed by the LLM Provider, never marked up.

Exhibit B — Support

This Exhibit describes the support services Advantys provides for the Free and Pro Plans. Support under these self-serve Plans is provided during business hours only; no 24×7 support is offered. Enterprise support — including contractual response and resolution service levels — is available only under a separate Enterprise agreement and is not part of the Free or Pro Plans.

B.1 Support Hours, Channels & Support Entity

Support hours are 8:30 AM – 5:00 PM Eastern Time (ET), Monday through Friday, excluding Advantys holidays. Support is provided by Advantys Solutions Ltd. Support channels by Plan are:

• Free · Community — Documentation at docs.rosterresolve.ai and Advantys community channels. No individual response commitment.
• Pro · Standard — Advantys online Help Desk (email), during support hours.

B.2 Scope of Support

For the Pro Plan, support includes:

• Online assistance to help the Software perform materially in accordance with the Documentation.
• Diagnosis and resolution of technical problems directly related to the Software.
• Releases, updates, corrections, and fixes made generally available during the Subscription Term.
• Notices of known problems, workarounds, and technical bulletins.

The following are out of scope and available only by separate quote:

• How-to questions and end-user training.
• Deployment, installation, and environment-configuration assistance.
• Architecture, integration, or solution-design consulting.
• Third-party product issues, including the availability, performance, pricing, or outputs of any LLM Provider (bring-your-own-model).
• Custom or unsupported plugins, modifications, or combinations with non-Advantys products.

B.3 Severity Levels & Target Response Times

The targets below are first-response (engagement) targets by severity. They are targets, not guarantees; they are measured during support hours and begin when a designated contact submits a reproducible issue with the detail required under Section B.5, on a supported version and deployment target. Resolution times are not committed under the Free or Pro Plans.

Free Plan issues are handled through community channels with no individual target. "—" indicates the severity is handled on a best-effort basis without a stated target at that level.

B.4 Designated Contacts

Only designated contacts may submit incidents. The number of designated contacts per Plan is:

• Free · Community — community participation; no named contacts.
• Pro · Standard — up to one (1) designated contact.

Customer may change its designated contacts on written notice to Advantys.

B.5 Submitting an Incident

A reportable incident must be submitted by a designated contact through the Help Desk and must be reproducible on a supported version and deployment target. Each submission must include: Customer name and organization; a full description of the issue; expected versus actual results; the issue category; reproduction steps; relevant logs and error messages; business impact; and a suggested severity.

B.6 Incident Handling

• Solvable issues are addressed by an explanation, recommended configuration, usage instructions, a workaround, or a Software fix.
• Where no direct fix is available, Advantys provides an explanation and, where possible, a workaround.
• For custom or unsupported plugins or modifications, Advantys may request their removal; if the issue no longer reproduces, it is considered resolved.
• Out-of-scope requests may be closed with notice that they fall outside support scope, or quoted separately.

B.7 Customer Responsibilities

• Operate, supervise, and maintain the Software and the environment in which it runs.
• Implement corrections, updates, and fixes as instructed by Advantys.
• Maintain its own backups; Advantys has no liability for loss of data.
• Provide and maintain the connectivity and access reasonably required for Advantys to deliver support.