Last Updated: September 2026
This Master Subscription Agreement (“MSA”) sets forth the general terms and conditions governing the purchase, access to, and use of the ENSPACE platform provided by The Enlighten Technologies LLC (“Enlighten”).
This MSA applies to Customers that purchase or use ENSPACE, regardless of the subscription plan or commercial model selected, including purchases made through an Order Form, Proposal, subscription plan, Statement of Work, or other agreement executed between Customer and Enlighten.
By executing an Order Form, accepting a Proposal that incorporates this MSA, purchasing a subscription, or otherwise entering into an agreement that references this MSA, Customer agrees to be bound by this MSA.
For purposes of this MSA:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than fifty percent (50%) of the voting interests of the applicable entity.
“Authorized User” means an employee, officer, contractor, consultant, representative, or other individual authorized by Customer to access and use the Platform on Customer’s behalf or under Customer’s responsibility.
“Customer” means the legal entity or business identified in the applicable Order Form, Proposal, or other Contract Document that purchases or subscribes to the Platform.
“Customer Content” means data, information, records, files, documents, prompts, instructions, workflow information, databases, materials, and other content submitted to, uploaded to, transmitted through, generated within, or stored in the Platform by or on behalf of Customer or its Authorized Users.
“Contract Documents” means this MSA and, as applicable, any Order Form, Proposal, Statement of Work (“SOW”), Data Processing Agreement (“DPA”), ENSPACE Usage-Based Services Terms, ENSPACE Terms of Use, Privacy Notice, security addendum, or other agreement applicable to Customer’s subscription.
“Documentation” means Enlighten’s then-current user documentation made generally available to Customers relating to use of the Platform.
“Order Form” means an ordering document, Proposal, subscription confirmation, or other transaction-specific document identifying the applicable subscription, fees, term, capacity, functionality, usage allowances, Authorized Users, or other commercial terms.
“Platform” or “ENSPACE” means the ENSPACE cloud-based software platform, including applicable applications, modules, workflows, interfaces, APIs, integrations, artificial intelligence functionality, AI Agents, and related services provided by Enlighten.
“Subscription” means Customer’s time-limited right to access and use the Platform during the applicable Subscription Term and subject to the applicable Contract Documents.
“Subscription Term” means the subscription period stated in the applicable Order Form.
“Usage-Based Services” means Platform features or services for which charges are determined, in whole or in part, based on usage or consumption, as further described in the ENSPACE Usage-Based Services Terms.
Subject to Customer’s compliance with the Contract Documents and payment of applicable fees, Enlighten grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use ENSPACE as a Software-as-a-Service (“SaaS”) solution.
ENSPACE enables Customers to structure, automate, manage, and operate business processes through functionality that may include:
Customer receives a right to access and use the Platform and does not acquire a copy of the underlying software.
Nothing in the Contract Documents constitutes a sale, assignment, transfer of technology, or transfer of ownership of ENSPACE or Enlighten intellectual property.
Access to ENSPACE is provided on a subscription basis.
A Subscription may be based on one or more commercial metrics, including:
The specific commercial terms applicable to Customer will be set forth in the applicable Order Form.
During the Subscription Term and subject to Customer’s compliance with the Contract Documents, Enlighten grants Customer and its Authorized Users a limited right to access and use the Platform for Customer’s internal business purposes.
Customer’s access may be subject to the functionality, capacity, usage limits, number of Authorized Users, and other restrictions stated in the applicable Order Form.
All rights not expressly granted to Customer are reserved by Enlighten and its licensors.
Access to the Platform will generally occur through individual authentication or other security mechanisms made available by Enlighten.
Customer is responsible for:
Customer is responsible for activity performed through its Account by Authorized Users and other persons to whom Customer has granted access, except to the extent such activity results from a security breach attributable to Enlighten.
Customer will ensure that its Authorized Users comply with the then-current ENSPACE Terms of Use applicable to access and use of the Platform.
Customer will not, and will not permit any Authorized User or third party to:
Enlighten may take reasonable measures to prevent or stop activity that violates this Section.
Customer’s use of the Platform may be subject to limits corresponding to the applicable commercial model.
Such limits may include:
If Customer exceeds applicable subscription limits, Enlighten may, subject to the applicable Contract Documents:
Certain Platform functionality, including AI Agents, artificial intelligence processing, language models, document processing, automations, integrations, API usage, and other computing-intensive services, may be provided on a usage-based basis.
Unless expressly included in Customer’s fixed Subscription fees, Usage-Based Services are billed separately based on Customer’s actual usage.
Measurement, credits, Consumption Units, Included Usage, prepaid credits, AI Agent executions, usage monitoring, Hard Limits, billing, and other conditions applicable to Usage-Based Services are governed by the ENSPACE Usage-Based Services Terms, which are incorporated into this MSA by reference.
Customer is responsible for usage generated by its Authorized Users and by AI Agents, workflows, automations, integrations, APIs, and other configurations enabled within Customer’s Account.
Enlighten will provide technical support for the Platform through its official support channels.
Support channels, availability, response targets, and support levels may vary according to Customer’s plan or applicable Order Form.
Services outside standard Platform support, including configuration, implementation, migration, custom development, integration work, consulting, data transformation, or other professional services, may require a separate SOW or additional fees.
Enlighten will use commercially reasonable efforts to maintain availability of the Platform during the Subscription Term.
The Platform may experience temporary unavailability as a result of:
ENSPACE is continuously developed and improved.
Enlighten may modify Platform functionality, user interfaces, technical architecture, models, integrations, and components from time to time.
During an existing Subscription Term, Enlighten will not materially reduce the core functionality expressly purchased by Customer without providing a commercially reasonable alternative, except where modification is reasonably necessary because of law, regulation, security requirements, third-party provider changes, or circumstances outside Enlighten’s reasonable control.
Any specific uptime commitment or Service Level Agreement (“SLA”) applies only if expressly included in an applicable Order Form or separate SLA.
The Platform may enable Customer to connect or use third-party software, APIs, AI models, cloud infrastructure, databases, communication services, and other third-party technology.
Customer’s use of third-party products or services may be subject to separate terms between Customer and the applicable provider.
Enlighten is not responsible for failures, modifications, limitations, or discontinuation of third-party services outside Enlighten’s reasonable control.
If a third-party provider modifies, restricts, or discontinues technology necessary for a Platform feature, Enlighten may modify, replace, restrict, or discontinue that integration or functionality and, where commercially reasonable, offer an alternative.
ENSPACE may include functionality using artificial intelligence, machine learning, generative AI, large language models, and AI Agents.
AI Features may use technology developed by Enlighten or third-party providers.
Customer acknowledges that AI-generated outputs may be probabilistic and may contain errors, omissions, inaccuracies, hallucinations, or other inappropriate results.
Customer is responsible for reviewing and validating outputs before relying on them for business, legal, financial, operational, or other material decisions.
ENSPACE and its AI Features are software tools and do not constitute legal, accounting, tax, financial, medical, investment, or other regulated professional advice.
Unless Customer expressly agrees otherwise in writing, Enlighten will not use Customer Content to train generalized artificial intelligence models for the benefit of unrelated customers.
Customer Content may nevertheless be processed by third-party AI providers as reasonably necessary to perform functionality requested or enabled by Customer, subject to applicable Contract Documents and data protection arrangements.
Where Customer may choose among AI models, providers, AI Agents, tools, or configurations, Customer is responsible for selections made by its Authorized Users and administrators.
As between Customer and Enlighten, Customer retains all right, title, and interest it possesses in Customer Content.
Customer authorizes Enlighten to host, copy, transmit, organize, index, process, technically transform, and otherwise use Customer Content only as reasonably necessary to:
Customer represents that it has all rights, consents, and legal bases necessary to provide Customer Content to Enlighten and permit its processing as contemplated by the Contract Documents.
Enlighten may generate and use statistical information, telemetry, metrics, and other data derived from operation and use of the Platform for security, analytics, capacity planning, product improvement, benchmarking, and other legitimate business purposes.
Where such information is used outside the provision of services to Customer, it will be aggregated or de-identified so that it does not reasonably identify Customer, an Authorized User, or an identifiable individual or disclose Customer Confidential Information.
Each party will comply with privacy and data protection laws applicable to its respective activities under the Contract Documents.
Where Enlighten processes personal information on behalf of Customer, such processing will be governed by the applicable DPA.
Customer is responsible for determining whether its collection, use, disclosure, and submission of personal information to ENSPACE complies with applicable law.
Enlighten may use subprocessors and service providers to provide the Platform in accordance with the applicable DPA.
Enlighten will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure.
Customer acknowledges that no information system can guarantee absolute security.
If Enlighten becomes aware of a security incident affecting Customer Content for which notification is required under applicable law or the DPA, Enlighten will provide applicable notifications and reasonably available information in accordance with its legal and contractual obligations.
Additional security commitments may be established in a security addendum, DPA, Order Form, or other Contract Document.
“Confidential Information” means non-public technical, business, commercial, financial, security, strategic, operational, or other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that:
Customer Content constitutes Customer Confidential Information.
The Platform, non-public Documentation, security information, pricing, and proprietary technical information constitute Enlighten Confidential Information.
Receiving Party will:
Confidential Information does not include information that Receiving Party can demonstrate:
Receiving Party may disclose Confidential Information where required by law, regulation, subpoena, or court order, provided that, to the extent legally permitted, Receiving Party gives reasonable prior notice to Disclosing Party and reasonable assistance in seeking protective treatment.
The obligations in this Section survive termination for five (5) years, except that obligations relating to trade secrets will continue for so long as the information remains protected as a trade secret under applicable law.
During the Subscription Term, Customer may use ENSPACE’s standard export functionality to export Customer Content that the Platform makes available for self-service export, without additional support fees.
Standard export functionality will reflect the data structures, organization, relationships, and technical architecture supported by ENSPACE.
Documents stored or managed through ENSPACE may be exported through standard Platform functionality where such export capability is available.
If Customer requests Enlighten to perform an assisted export of Customer Content or documents, including preparation or delivery in a structured, separated, organized, and unencrypted format, Enlighten will perform such service within up to thirty (30) business days after a valid request.
Unless otherwise provided in the applicable Order Form, the assisted export fee will equal fifty percent (50%) of Customer’s then-current monthly Subscription fee.
Assisted export preserves, to the extent technically applicable, the existing architecture, structure, organization, and relationships of the data within ENSPACE.
Assisted export does not include:
unless separately purchased.
Following expiration or termination of Customer’s Subscription, Enlighten may retain Customer Content in active environments for up to thirty (30) calendar days to permit account closure, payment regularization, or a request for assisted export.
Retention during this period does not constitute continuation or extension of the Subscription and does not guarantee Customer continued access to the Platform.
If Customer did not export Customer Content before termination, Customer may request assisted export during the applicable retention period.
The assisted export fee will be calculated using Customer’s last applicable monthly Subscription fee.
To the maximum extent permitted by applicable law, Enlighten may condition assisted export services on payment of undisputed past-due amounts.
After the applicable retention period, Enlighten may delete Customer Content from active production environments, subject to:
Customer Content may remain in backups following deletion from active systems until overwritten or deleted through Enlighten’s ordinary backup lifecycle.
Such backup retention does not create an obligation to restore, retrieve, segregate, or individually export Customer Content from backup systems.
Enlighten and its licensors retain all right, title, and interest in and to the Platform, including:
Customer retains all rights it possesses in its Customer Content, documents, trademarks, proprietary materials, and other pre-existing intellectual property.
If Customer provides suggestions, recommendations, ideas, comments, or other feedback concerning ENSPACE, Enlighten may use such feedback without restriction to develop and improve its products and services.
Feedback does not include Customer Content or Customer Confidential Information.
Subscription fees, billing frequency, payment terms, pricing adjustments, and other commercial conditions will be stated in the applicable Order Form.
Customer’s charges may include fixed Subscription fees and variable charges for Usage-Based Services.
Enlighten may invoice Usage-Based Services together with fixed Subscription fees or separately.
Customer will pay all undisputed amounts when due in accordance with the applicable Order Form.
Customer will notify Enlighten promptly of any good-faith billing dispute.
Usage-based billing disputes are subject to the ENSPACE Usage-Based Services Terms.
Past-due undisputed amounts may accrue interest at the lesser of:
Customer will reimburse Enlighten for reasonable costs of collection of undisputed overdue amounts.
Customer purchase orders may be used for administrative convenience only.
Any additional or conflicting terms contained in a purchase order, procurement portal, vendor form, or similar Customer document will have no effect unless expressly accepted in writing by an authorized representative of Enlighten.
Fees do not include applicable sales, use, excise, value-added, withholding, or similar taxes, duties, or governmental assessments (“Taxes”), except for taxes imposed on Enlighten’s net income.
Customer is responsible for paying applicable Taxes associated with its purchases under the Contract Documents.
If Enlighten has a legal obligation to collect Taxes, Enlighten may invoice Customer for such Taxes unless Customer provides a valid exemption certificate.
If Customer is required by law to withhold taxes from payments to Enlighten, Customer will provide appropriate documentation regarding the withholding and cooperate in good faith regarding any available exemption, treaty benefit, or tax credit.
Each party represents and warrants that:
Enlighten warrants that during the Subscription Term:
(a) the Platform will perform in all material respects in accordance with the applicable Documentation; and
(b) Enlighten will provide the Platform in a professional and commercially reasonable manner.
If Customer notifies Enlighten of a material breach of the warranty above, Enlighten will use commercially reasonable efforts to correct the nonconformity.
If Enlighten cannot materially correct the nonconformity within a reasonable period, Customer may terminate the affected Subscription and receive a refund of prepaid fees attributable to the unused remainder of the terminated Subscription Term.
This Section states Customer’s exclusive contractual remedy for breach of the warranty in Section 21.2.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE CONTRACT DOCUMENTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
ENLIGHTEN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF:
ENLIGHTEN DOES NOT WARRANT THAT:
Nothing in this Section limits an express commitment contained in an applicable SLA, DPA, security addendum, or Order Form.
Enlighten will defend Customer against a third-party claim alleging that Customer’s authorized use of ENSPACE infringes a United States patent, copyright, or trademark, or misappropriates a third party’s trade secret, and will pay damages finally awarded against Customer or amounts agreed in a settlement approved by Enlighten.
Enlighten has no obligation under Section 23.1 to the extent the claim results from:
If ENSPACE becomes, or Enlighten reasonably believes may become, subject to an infringement claim, Enlighten may:
Customer will defend Enlighten and its Affiliates from third-party claims arising from:
and will pay damages finally awarded or amounts agreed in a settlement approved by Customer.
The indemnifying party’s obligations under Sections 23 or 24 are conditioned on the indemnified party:
Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced by the delay.
The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or materially restricts the business of the indemnified party without prior written consent, not to be unreasonably withheld.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY:
OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE CONTRACT DOCUMENTS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS PROVIDED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ENLIGHTEN UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
If the event giving rise to liability occurs during the first twelve (12) months of a Subscription, the cap will be based on the fees paid or payable for the first twelve (12) months of the applicable Subscription.
For liability arising from:
the applicable aggregate liability cap will be two (2) times the amount determined under Section 26.2.
The liability caps in Sections 26.2 and 26.3 do not limit:
The parties acknowledge that the fees charged under the Contract Documents reflect the allocation of risk established in this Section and that the limitations in this Section are an essential basis of the parties’ bargain.
Enlighten may suspend all or part of Customer’s access to the Platform if:
Where reasonably practicable, Enlighten will provide notice and an opportunity to cure before suspension.
Enlighten will use commercially reasonable efforts to limit a suspension to the scope and duration reasonably necessary to address the underlying issue.
Each Subscription begins and continues for the Subscription Term stated in the applicable Order Form.
Renewal terms, including any automatic renewal, will be stated in the applicable Order Form.
Either party may elect not to renew in accordance with the notice requirements specified in the applicable Order Form.
Either party may terminate an affected Order Form or this MSA for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice.
If the breach is not reasonably capable of cure, termination may be effective upon written notice.
Either party may terminate upon written notice if the other party:
If Customer terminates for convenience before expiration of a committed Subscription Term, Customer remains responsible for any non-cancellable fees, early termination charges, or remaining committed amounts specified in the applicable Order Form.
Upon expiration or termination:
Each party will comply with laws applicable to its respective performance under the Contract Documents.
Customer is responsible for determining whether its particular use of ENSPACE complies with laws, regulations, professional rules, internal policies, and industry requirements applicable to Customer.
Customer will not access, use, export, re-export, transfer, or make the Platform available in violation of applicable United States export control or economic sanctions laws.
Customer represents that it is not:
Customer will not use ENSPACE in connection with activities prohibited by applicable U.S. export control or sanctions laws.
Neither party will be liable for delay or failure to perform an obligation, other than payment obligations for amounts already due, to the extent caused by circumstances beyond its reasonable control, including:
The affected party will use commercially reasonable efforts to mitigate the impact of the event.
During the Subscription Term, Enlighten will maintain commercially reasonable insurance coverage appropriate to its business and the nature of the services it provides.
Upon reasonable request from an enterprise Customer, Enlighten may provide evidence of applicable insurance coverage, subject to confidentiality and administrative requirements.
Any specific insurance limits required by Customer must be expressly agreed in an applicable Order Form or other written Contract Document.
Neither party may issue a press release publicly announcing the commercial terms of the relationship without the other party’s prior written consent.
Unless the applicable Order Form states otherwise, Enlighten may identify Customer by name and logo in a factual list of customers solely to indicate that Customer uses ENSPACE.
Customer may opt out of such identification by providing written notice to Enlighten.
Use of Customer’s name or logo in a case study, testimonial, detailed marketing material, or endorsement requires Customer’s prior written approval.
Formal notices relating to:
must be in writing and delivered by email to the legal or contractual contact identified in the applicable Order Form, or by nationally recognized overnight courier to the applicable party’s business address.
Operational, product, billing, security, support, and administrative communications may be sent through email, the Platform, or Customer’s designated account contacts.
Email notices under Section 35.1 will be effective on the first business day after transmission, unless the sender receives notice of failed delivery.
Neither party may assign this MSA or an Order Form without the other party’s prior written consent, not to be unreasonably withheld.
Either party may assign the Contract Documents without consent:
provided that the assignee is capable of performing the assigning party’s obligations and is not a direct competitor of the non-assigning party where such assignment would create a material commercial or security concern.
Any prohibited assignment is void.
The parties are independent contractors.
Nothing in the Contract Documents creates a:
between the parties.
Neither party has authority to bind the other except as expressly agreed in writing.
Except for persons expressly entitled to indemnification under this MSA, the Contract Documents do not create rights enforceable by third parties.
If an irreconcilable conflict exists among the Contract Documents, the following order of precedence applies unless the applicable document expressly states otherwise:
A document with higher precedence controls only to the extent of the specific conflict.
Enlighten may update generally applicable online policies, including the ENSPACE Terms of Use and Usage-Based Services Terms, from time to time.
No update to an online policy will materially reduce Customer’s negotiated contractual rights or materially increase Customer’s economic obligations during an existing committed Subscription Term unless:
The Contract Documents constitute the entire agreement between Customer and Enlighten concerning their subject matter and supersede prior or contemporaneous agreements, proposals, representations, and understandings concerning that subject matter.
Customer acknowledges that it has not relied on any representation, warranty, or commitment not expressly included in the Contract Documents.
Except for online policies that may be updated as provided in Section 40, this MSA or an executed Order Form may be amended only by a written agreement signed or electronically accepted by authorized representatives of both parties.
Failure or delay by either party to enforce a provision of the Contract Documents does not waive that provision or any other right.
A waiver must be in writing and applies only to the specific circumstance for which it is given.
If any provision of a Contract Document is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where appropriate, modified to preserve its commercial intent.
The remaining provisions will remain in full force and effect.
The Contract Documents may be executed in counterparts, including electronically.
Electronic signatures, electronic acceptance, and copies of signatures will have the same effect as original signatures to the maximum extent permitted by applicable law.
This MSA and the Contract Documents will be governed by the laws of the State of New York, without regard to its conflict-of-laws principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to the Contract Documents will be brought exclusively in the state or federal courts located in New York County, New York.
Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS.
Except where an indemnification provision expressly provides otherwise, each party will bear its own attorneys’ fees and litigation costs unless applicable law or a final court order provides otherwise.
The provisions concerning:
Notices or questions concerning this MSA may be directed to Enlighten through the legal, contractual, or support contact information identified in the applicable Order Form or on Enlighten’s official website.
Customer’s purchase and use of ENSPACE may be governed by the following documents, as applicable:
Order Form / Proposal
Specific commercial terms for the applicable transaction.
Master Subscription Agreement
General commercial and legal terms governing the relationship between Enlighten and Customer.
Data Processing Agreement
Terms applicable to processing of personal information.
ENSPACE Usage-Based Services Terms
Terms governing usage-based features, AI consumption, AI Agents, credits, and other metered services.
ENSPACE Terms of Use
Rules governing access to and use of ENSPACE by Customer and Authorized Users.
Privacy Notice
Information regarding Enlighten’s privacy practices.
