Version 10012026 — Effective October 1, 2026.

Published at https://innovativesol.com/mrsterms (or such successor URL as Innovative may designate).

ARTICLE 1 — RELATIONSHIP TO STANDARD TERMS

1.1 Incorporation of Standard Terms

These Managed Routing Service Terms and Conditions (these “MRS Terms”) supplement the Innovative Standard Terms and Conditions located at https://innovativesol.com/terms (or such successor URL as Innovative may designate) (the “Standard Terms”), which are incorporated herein by reference. Capitalized terms used but not defined in these MRS Terms have the meanings given to them in the Standard Terms.

1.2 Scope

These MRS Terms apply to every Agreement under which Innovative provides the Managed Routing Service (the “MRS Services”) to Customer. The MRS Services are a managed service of Innovative and constitute an “Engagement” under the Standard Terms. The MRS Services are subject to all provisions of the Standard Terms applicable to Engagements generally, except as expressly modified by these MRS Terms.

1.3 Order of Precedence

(a) In the event of any conflict between these MRS Terms and the Standard Terms, these MRS Terms govern, but only with respect to the specific provisions of the Standard Terms identified in Article 13 as express overrides. For all matters not expressly overridden, the Standard Terms control.

(b) Each Order Form for MRS Services incorporates these MRS Terms. By doing so, the Order Form expressly and specifically identifies each provision of the Standard Terms listed in Article 13 and states a clear intent to supersede or supplement that provision only, as and to the extent described in Article 13, for purposes of Section 1.3 of the Standard Terms.

1.4 Order Form

The commercial variables of the MRS Services, including the Savings Share Rate, the Standard Savings Share Rate, any optional Commitment, the BYOK Savings Share Rate, the Initial Credits Purchase, and the initial Recharge Threshold and Recharge Amount (which Customer may later change in Darcy Dispatch under Section 7.6), are set forth in the Order Form, which may be an Online Order, the elements of which are described in Exhibit A. Where these MRS Terms state that a matter is “as specified on the Order Form,” the Order Form controls as to that matter. Where the Order Form is silent, the default stated in these MRS Terms or in Exhibit A applies.

1.5 General Legal Framework

Except as expressly modified in Article 13, the following matters are governed exclusively by the Standard Terms and are not restated in these MRS Terms: intellectual property (Article 3), cooperation (Article 7), payment (Article 9), termination (Article 10), warranties, disclaimers, and limitation of liability (Article 11), confidentiality (Article 12), data privacy (Article 13), Innovative personnel and non-solicitation (Article 14), delays, defaults, and force majeure (Article 15), intellectual property infringement (Article 16), and general provisions (Article 18).

1.6 Versions of These MRS Terms

The version of these MRS Terms in effect on the first signature date of an Order Form applies to that Order Form during its Initial Term. Innovative may publish updated versions of these MRS Terms at the URL identified above. An updated version applies to an existing Order Form beginning with the first Renewal Term that starts at least thirty (30) days after the updated version is published. Changes to the Published Rates, the Reference Model designations, the Underlying Model Providers, and the Acceptable Use Policy are governed by Sections 4.2, 5.2, 9.4, and 10.4(a), respectively, and not by this Section 1.6 or by Section 18.5 of the Standard Terms.

ARTICLE 2 — MRS-SPECIFIC DEFINITIONS

The following definitions apply to these MRS Terms in addition to the definitions in Article 2 of the Standard Terms.

2.1 Account Dormancy

(a) A “Dormant Day” is any calendar day on which (i) no Metered Request is submitted under Customer’s credentials, (ii) Customer has no Payment Method on file, or (iii) the Payment Method on file is not valid, including because it has expired, been canceled, or been declined. In addition, if three (3) consecutive attempts to charge the Payment Method fail within any thirty (30) day period, each calendar day from the third failed attempt until the next successful charge is a Dormant Day.

(b) “Account Dormancy” occurs on the thirtieth (30th) consecutive Dormant Day.

2.2 Baseline Cost

For any Metered Request, the amount Customer would have paid for that request’s Submitted Tokens at the Reference Rates for the Dispatch Model Tier that served the request, calculated as set forth in Section 5.3.

2.3 Baseline Model; Reference Models

(a) A “Baseline Model” is the set of Reference Models against which a Metered Request is compared, determined by the Dispatch Model Tier that served the request under Section 5.2. Customer does not select Baseline Models, and they are not stated on the Order Form.

(b) The “Reference Providers,” “Reference Models,” “Frontier Reference Models,” “Swift Reference Models,” “Premium Models,” and “Reference Prices” have the meanings given in Section 5.2.

2.4 Billing Month

Each calendar month during the term of the Order Form, except that the first Billing Month begins on the date Innovative activates Customer’s credentials and the last Billing Month ends when the MRS Services end.

2.5 BYOK; BYOK Request; BYOK Inference Cost; BYOK Savings Share Rate

(a) “BYOK” (bring your own key) means Customer’s use of the MRS Services with model provider accounts and credentials that Customer obtains and pays for directly and adds in Darcy Dispatch (“Customer Provider Keys”).

(b) A “BYOK Request” is a Metered Request that Darcy Dispatch serves using a Customer Provider Key. Innovative charges no Dispatch Charges for BYOK Requests, and Customer pays its model provider directly for them.

(c) The “BYOK Inference Cost” of a BYOK Request is the cost of its Metered Tokens at the standard, on-demand per-token prices published by the provider of the Underlying Model that served it, as described in Section 5.9(c).

(d) The “BYOK Savings Share Rate” is the Savings Share Rate that applies to BYOK Requests, as specified on the Order Form or, if not specified, the Standard Savings Share Rate.

2.6 Commitment

Customer’s optional commitment to a Minimum Term of twelve (12) months and a Minimum Monthly Credits Purchase, if Customer elects one on the Order Form. A Commitment is not required to purchase or use the MRS Services. Customer may use BYOK with or without a Commitment.

2.7 Credit Balance

The total unexpired, unconsumed Credits across all of Customer’s Credit Buckets at any given time.

2.8 Credit Bucket

The Credits acquired in a single purchase, whether the Initial Credits Purchase, a Scheduled Credits Purchase, or a Recharge, each with its own purchase date.

2.9 Credits

Prepaid units of value, denominated in United States dollars, that Customer purchases from Innovative and that are applied only against Dispatch Charges. Credits are not tokens, are not a deposit, and have no cash value. Managed Services Fees are not paid with Credits and are charged to the Payment Method under Section 5.4.

2.10 Customer Content

All prompts, instructions, files, images, context, and other inputs that Customer or its users submit to Darcy Dispatch, and all outputs that Darcy Dispatch returns in response. Customer Content does not include Routing Telemetry.

2.11 Customer Share

The portion of Realized Savings retained by Customer, equal to one hundred percent (100%) minus the Savings Share Rate.

2.12 Darcy Dispatch

Innovative’s hosted inference-routing platform, including the Dispatch Endpoint and the Dispatch Console (each as defined in Section 3.3(b)), routing logic, metering, and documentation, which Innovative operates to deliver the MRS Services.

2.13 Dispatch Charges

The charges for inference for any Metered Request, equal to the Metered Tokens of that request multiplied by the Published Rates of the Dispatch Model Tier that served it, calculated separately for each Token Type. Dispatch Charges are the price of the inference itself, are not a fee for Innovative’s managed service, and are payable for every Metered Request whether or not it produces Realized Savings. BYOK Requests have no Dispatch Charges.

2.14 Dispatch Model Tier

Each class of inference service offered through Darcy Dispatch and listed on the Rate Page, which are the models Customer uses through the MRS Services. As of the effective date of these MRS Terms, the Dispatch Model Tiers are Darcy Frontier and Darcy Swift. Each Dispatch Model Tier is served by one or more Underlying Models that Innovative selects and does not disclose, and is not a commitment to any particular Underlying Model.

2.15 Early Termination Fee

Has the meaning given in Section 2.11 of the Standard Terms, calculated for the MRS Services as set forth in Section 11.3.

2.16 Expiration Date

For the Credits in each Credit Bucket, the earlier of (a) the date of Account Dormancy and (b) the date three (3) years after that Credit Bucket’s purchase date, as described in Section 7.9.

2.17 Initial Credits Purchase

The Credits that Customer purchases before Innovative activates Customer’s credentials for inference provided by Innovative. With a Commitment, the Initial Credits Purchase is fifty percent (50%) of the Minimum Monthly Credits Purchase. Otherwise, it is the amount stated on the Order Form or, for an Online Order, the amount of Customer’s first Credit purchase. A Customer that uses only BYOK may have an Initial Credits Purchase of zero.

2.18 Managed Services Fee

Innovative’s fee for the managed service, equal to Realized Savings multiplied by the applicable Savings Share Rate, calculated and charged as set forth in Section 5.4. The Managed Services Fee is the only fee Innovative charges for the managed service, and it is zero whenever there are no Realized Savings. Any reference in the Agreement to a “Savings Share Fee” means the Managed Services Fee.

2.19 Metered Request; Metered Tokens; Avoided Tokens; Submitted Tokens

(a) A “Metered Request” is each request submitted to Darcy Dispatch under Customer’s credentials, together with the response returned, including each BYOK Request.

(b) “Metered Tokens” are the tokens of a Metered Request as sent to and returned by the model that served it, counted by Innovative under Section 4.6. “Input Tokens” are Metered Tokens submitted to a model, other than Cached Input Tokens; “Cached Input Tokens” are Metered Tokens submitted to a model that are read from a prompt cache; and “Output Tokens” are Metered Tokens generated by a model, each as described in Section 4.6. Input Tokens, Cached Input Tokens, and Output Tokens are each a “Token Type.”

(c) “Avoided Tokens” are tokens of content that Customer submitted in a Metered Request and that Token Optimization under Section 4.8 removes before the request is sent to a model, counted under Section 4.6 as if they had been sent. Avoided Tokens are Input Tokens, except that Avoided Tokens that would have been read from a prompt cache are Cached Input Tokens. “Submitted Tokens” are the Metered Tokens of a Metered Request plus its Avoided Tokens, for each Token Type. For a Metered Request to which Token Optimization does not apply, Submitted Tokens equal Metered Tokens.

2.20 Minimum Monthly Credits Purchase

The dollar amount of Credits that Customer commits to purchase in each Billing Month of the Minimum Term, if Customer elects a Commitment on the Order Form, charged as a Scheduled Credits Purchase under Section 7.13. Recharges are purchased in addition to the Minimum Monthly Credits Purchase.

2.21 Minimum Term

Has the meaning given in Section 2.21 of the Standard Terms. For the MRS Services, a Minimum Term exists only if Customer elects a Commitment on the Order Form. If it does, the Minimum Term is twelve (12) months from the effective date of the Order Form, which is the Initial Term, and each Renewal Term. If Customer does not elect a Commitment, there is no Minimum Term.

2.22 Order Form

The ordering document for the MRS Services that incorporates these MRS Terms and states the elements described in Exhibit A, including the Savings Share Rates and any Commitment. An Order Form is either (a) a separate ordering document signed by Customer and Innovative, including by electronic signature, or (b) if Customer has not signed one, the online registration, account creation, trial enrollment, or Credit purchase through which Customer, or any of its personnel on its behalf, accepts the Darcy Dispatch Account Terms (the “Account Terms”) (an “Online Order”). Any element an Online Order does not state takes the default in Exhibit A. An Order Form, including an Online Order, is an Agreement under the Standard Terms, and Customer’s electronic acceptance of an Online Order is its signature for all purposes of the Agreement.

2.23 Payment Method

The credit card, debit card, ACH debit authorization, or other payment method accepted by Innovative that Customer adds in Darcy Dispatch for Credit purchases, Scheduled Credits Purchases, Managed Services Fees, and other amounts payable under these MRS Terms.

2.24 Provider Standards

The minimum standards that every Underlying Model Provider must meet before Innovative routes Customer Content to it, as set forth in Section 9.4(a). The Provider Standards do not apply to Customer Provider Keys, as described in Section 9.7.

2.25 Published Rates

The per-one-million-token prices for each Token Type of each Dispatch Model Tier, and any other billable units, as posted by Innovative on the Rate Page from time to time.

2.26 Rate Page

The page at https://dispatch.darcyiq.com/models (or such successor URL as Innovative may designate), available to Customer’s Authorized Users through their Darcy Dispatch login, on which Innovative posts the Published Rates and, for each Dispatch Model Tier, the Reference Models and their Reference Prices.

2.27 Realized Savings

For any Metered Request, the amount, if any, by which the Baseline Cost exceeds the Dispatch Charges or, for a BYOK Request, the BYOK Inference Cost, calculated as set forth in Section 5.3. Realized Savings are never less than zero.

2.28 Recharge; Recharge Threshold; Recharge Amount

(a) A “Recharge” is an automatic purchase of a new Credit Bucket under Section 7.5.

(b) The “Recharge Amount” is the amount of each Recharge. It is initially thirty-five percent (35%) of the Minimum Monthly Credits Purchase with a Commitment or the Initial Credits Purchase otherwise, as stated on the Order Form, and after that is the amount Customer sets in Darcy Dispatch under Section 7.6.

(c) The “Recharge Threshold” is the Credit Balance at or below which a Recharge is triggered. It is initially twenty percent (20%) of the Minimum Monthly Credits Purchase with a Commitment or twenty percent (20%) of the Initial Credits Purchase otherwise, as stated on the Order Form, and after that is the amount Customer sets in Darcy Dispatch under Section 7.6.

2.29 Reference Rates

The per-one-million-token rates for each Token Type against which a Metered Request is compared, equal to the Reference Prices of the Reference Model that produces the higher cost for that request under Section 5.2(d), determined at the time of each Metered Request. Reference Rates are not stated on the Order Form and are not fixed.

2.30 Resale Benefits

Any discount, rebate, credit, committed-use or volume pricing, marketplace or partner-program incentive, promotional allotment, operational efficiency (including from caching or batching, but not the value of Avoided Tokens, which is part of Realized Savings under Section 5.3), margin, or other economic benefit that Innovative or its affiliates receive or realize in connection with procuring, operating, or reselling inference capacity, whether from Underlying Model Providers, cloud providers, marketplaces, or any other source.

2.31 Routing Telemetry

Metadata generated by the operation of Darcy Dispatch, such as token counts, Dispatch Model Tier selected, latency, error rates, request size and type, cost, and performance and quality signals. Routing Telemetry does not include the content of prompts or outputs.

2.32 Savings Share Rate

The percentage of Realized Savings payable to Innovative as the Managed Services Fee, as specified on the Order Form and set under Section 5.8 according to whether Customer elects a Commitment and, for BYOK Requests, under Section 5.9. Every Order Form that states a Commitment will state its Savings Share Rate. If one does not, the Standard Savings Share Rate applies.

2.33 Savings Statement

The report or dashboard view described in Section 5.5.

2.34 Scheduled Credits Purchase

The purchase of Credits equal to the Minimum Monthly Credits Purchase that Innovative charges to the Payment Method in each Billing Month of the Minimum Term, as described in Section 7.13.

2.35 Standard Savings Share Rate

The Savings Share Rate that applies to Metered Requests other than BYOK Requests when Customer has no Commitment or does not maintain its Commitment, as specified on the Order Form or, if not specified, fifty percent (50%).

2.36 Underlying Model; Underlying Model Provider

An “Underlying Model” is any third-party or Innovative-hosted model that Innovative uses to serve a Dispatch Model Tier. An “Underlying Model Provider” is the developer or provider of an Underlying Model, the provider of the infrastructure on which it runs, or any aggregator, marketplace, or routing service through which Innovative accesses it. For a BYOK Request, the Underlying Model Provider is the provider of the Customer Provider Key used for that request.

2.37 Unused Credit Amount

Has the meaning given in Section 12.8(a).

2.38 Workload

Each application, API key, route, team, project, client, or other category of Customer usage that Customer identifies to Innovative or that is identified through tags or other configuration in Darcy Dispatch. Workloads are used for reporting, routing controls, and the other purposes stated in these MRS Terms, and do not determine the Baseline Model for any Metered Request.

ARTICLE 3 — DESCRIPTION OF MRS SERVICES

3.1 Overview

The MRS Services are a managed service. Innovative runs Darcy Dispatch on Customer’s behalf as the inference router for Customer’s AI tools and applications, selects in the background the models that serve Customer’s requests, pursues cost-savings opportunities, and assigns a Technical Account Manager responsible for Customer’s configuration, implementation, support, reporting, savings realization, and forecasting. Customer purchases its large language model inference through Innovative or, under Section 5.9, uses its own model provider keys (BYOK), and Innovative shares the resulting Realized Savings with Customer at the applicable Savings Share Rate. Customer is purchasing a managed service, not a software product; Darcy Dispatch is the hosted platform through which Innovative delivers that service.

3.2 Service Components

Innovative will assign a named Technical Account Manager (“TAM”) as Customer’s primary point of contact for the MRS Services. The TAM is responsible for coordinating the following service components, which Innovative performs using Darcy Dispatch:

(a) Inference Routing. Operation of the Dispatch Endpoint as the inference router for Customer’s AI tools and applications, including background selection of the Dispatch Model Tier and Underlying Model that serve each Metered Request, as described in Section 4.4.

(b) Configuration and Implementation. Configuration of Customer’s Workloads, credentials, and any routing preferences specified on the Order Form, and guidance to Customer in pointing its AI tools and applications to the Dispatch Endpoint and validating that its traffic is being received and routed correctly.

(c) Routing Management and Savings Realization. Ongoing monitoring of routing performance, quality signals, and cost; tuning of routing policies; and identification and pursuit of opportunities to increase Realized Savings, including recommendations to Customer about Workload configuration and routing controls.

(d) Reporting and Forecasting. Savings Statements and Credit Balance visibility under Section 5.5, periodic savings reviews with Customer, and forecasts of Customer’s expected consumption, Credit usage, and Recharge cadence, including Recharge Amount recommendations.

(e) Dispatch Console. Access for Customer’s authorized users to the Dispatch Console described in Section 3.3.

(f) Support. Support for the MRS Services during normal business hours, as defined in Section 17.3.1 of the Standard Terms, through the TAM or any other channel identified on the Order Form.

(g) TAM Changes; Advisory Role. Innovative may change the individual serving as TAM upon notice to Customer. Recommendations, forecasts, and guidance from the TAM are advisory. Customer decides whether to adopt them and is responsible for configuring and changing its own AI tools, applications, and systems. Innovative does not access or modify Customer’s systems unless the parties agree in writing.

(h) Customer Contact. Customer shall designate a primary contact authorized to approve configuration changes, routing preferences, and Workload assignments on Customer’s behalf. That individual is Customer’s Product Owner for purposes of Section 17.3.2 of the Standard Terms.

3.3 Access to Darcy Dispatch

(a) Hosted Service; No Software Delivered. Innovative hosts and operates Darcy Dispatch in its own environment. Innovative does not deliver, and Customer does not receive, download, or install, any software, object code, or source code for Darcy Dispatch. Customer uses the MRS Services by directing requests from its own AI tools, applications, and agents to the Dispatch Endpoint using the API formats Innovative supports, and by accessing the Dispatch Console through a web browser.

(b) Dispatch Endpoint and Dispatch Console. The “Dispatch Endpoint” is the API endpoint or endpoints, and the associated credentials, that Innovative issues to Customer for submitting requests. The “Dispatch Console” is the web interface through which Customer’s authorized users view and manage MRS settings, routing controls, credentials, Payment Method and Recharge settings, the Credit Balance, Savings Statements, and reports.

(c) Right of Access. Subject to these MRS Terms and, for inference provided by Innovative, a positive Credit Balance, Innovative grants Customer, during the term of the Order Form, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (i) submit Metered Requests to the Dispatch Endpoint and (ii) permit its authorized users to use the Dispatch Console, in each case solely to receive the MRS Services for Customer’s internal business purposes and within Customer Applications as permitted by Section 10.7. This is a right to access and use a hosted service. It is not a license to any copy of software, and no other right in Darcy Dispatch is granted or implied.

(d) Authorized Users. Customer shall designate the individuals authorized to use the Dispatch Console, shall ensure that each has individual login credentials that are not shared, and is responsible for their actions. Authorized users must be Customer’s employees or contractors acting on Customer’s behalf, and may not be employed by or acting for a competitor of Innovative.

(e) Restrictions. Customer shall not, and shall not permit any third party to: (i) resell, sublicense, or provide standalone access to Darcy Dispatch, the Dispatch Endpoint, the Dispatch Console, or any Dispatch Model Tier; (ii) reverse engineer, decompile, or attempt to derive the routing logic, Underlying Model selection, or metering methods of Darcy Dispatch; (iii) circumvent metering, rate limits, or credential controls; (iv) use Darcy Dispatch or its outputs to develop, train, or improve any model or service that competes with Darcy Dispatch or with any Underlying Model; (v) scrape or systematically extract data from the Dispatch Console other than through export features Innovative provides; or (vi) use Darcy Dispatch in violation of Article 10.

(f) Treatment Under the Standard Terms. Darcy Dispatch is Innovative Licensed Software. Innovative’s operation of Darcy Dispatch to deliver the MRS Services is for Innovative’s own account, consistent with Section 3.9.4 of the Standard Terms. To the extent Customer’s right of access under paragraph (c) is a right in Innovative Licensed Software for purposes of Sections 2.18 and 3.7 of the Standard Terms, each Order Form for MRS Services (i) identifies Darcy Dispatch by name, (ii) specifies the applicable fees, because the right of access is included in the Dispatch Charges and Managed Services Fees and no separate license fee applies, and (iii) incorporates this Section 3.3 as the terms governing that access. The right of access ends when the MRS Services end, and Customer has no right to continued access to Darcy Dispatch afterward.

3.4 Ownership

(a) Innovative and its licensors own Darcy Dispatch, the routing logic, the metering and savings-calculation methods, the Rate Page, Routing Telemetry, and all improvements to any of them.

(b) As between Customer and Innovative, Customer owns Customer Content, including outputs, subject to the restrictions in Section 3.3(e) and Article 10. Innovative acquires no rights in Customer Content except as necessary to provide the MRS Services and as described in Article 9.

(c) The MRS Services do not produce Deliverables or Work Product. Outputs returned by Darcy Dispatch are Customer Content and are not Engagement Output for purposes of Articles 3 and 8 of the Standard Terms. Savings Statements, reports, forecasts, and recommendations that Innovative provides under the MRS Services are for Customer’s internal business use, and Customer may copy and share them internally. They are not Work Product and are not assigned to Customer, and Innovative retains ownership of its methods, templates, and underlying data.

3.5 Relationship to Other Innovative Services

(a) No Automatic Cloudline Enrollment. Notwithstanding Section 5.1 of the Standard Terms, entering into an Order Form for MRS Services does not enroll Customer in Cloudline Services, and participation in Cloudline Services is not a condition of the MRS Services.

(b) AWS Infrastructure Terms. The MRS Services are hosted by Innovative and are not deployed in Customer’s AWS environment. Section 17.1 of the Standard Terms does not apply to the MRS Services unless the Order Form expressly provides otherwise.

(c) Separate Offerings. The MRS Services are separate from the MCS Services, Cloudline Services, AWS resale under Article 4 of the Standard Terms, and any other license to DarcyIQ. Credits may be applied only to the MRS Services.

(d) Technical Account Manager. The TAM assigned for the MRS Services is separate from any Technical Account Manager assigned under the MCS Services, and MCS Time does not apply to the MRS Services.

3.6 Changes to the MRS Services

Innovative may modify, add, or remove features, endpoints, Dispatch Model Tiers, and Underlying Models at any time. Innovative will use commercially reasonable efforts to give Customer at least thirty (30) days’ notice before removing an API endpoint or making an incompatible change to an API interface that Customer is then using, except where a shorter period is required by an Underlying Model Provider, by law, or for security reasons. Changes to Dispatch Model Tiers and Underlying Models under this Section and Section 4.5 do not diminish the scope of the MRS Services for purposes of Section 17.8.9(c) of the Standard Terms.

ARTICLE 4 — PUBLISHED RATES, ROUTING, AND METERING

4.1 Published Rates

Customer is charged Dispatch Charges for each Metered Request at the Published Rates of the Dispatch Model Tier that served it. Published Rates are stated separately for each Token Type, per one million (1,000,000) tokens, and are posted on the Rate Page.

4.2 Changes to Published Rates and Metering

(a) Frequent Upstream Changes. Customer acknowledges that Underlying Model Providers change their prices, billing units, and model offerings frequently, sometimes with little or no notice, and that Innovative must be able to adjust the Published Rates without delay to continue providing the MRS Services.

(b) Changes at Any Time. Innovative may change the Published Rates at any time, as often as it chooses, and in its sole discretion. Changes may include (i) increasing or decreasing any rate; (ii) adding, renaming, splitting, merging, or retiring Dispatch Model Tiers; (iii) setting different rates within a Dispatch Model Tier for different Underlying Models, request types, context lengths, processing speeds or priority levels, or features; and (iv) adding new billable units or charges, such as charges for long-context requests, tool use, web search, images, or audio.

(c) Immediate Effect; No Notice or Consent. A change takes effect when Innovative posts it on the Rate Page, or at any later time stated there. No advance notice, consent, Change Order, amendment, or waiting period is required. Innovative may, but need not, announce changes by email, in the Dispatch Console, or in API responses, and Section 18.9 of the Standard Terms does not apply to rate changes.

(d) Rate Applied to Each Request. Each Metered Request is charged at the Published Rates in effect when Innovative receives it. If the Rate Page is unavailable, the rates shown in the Dispatch Console or otherwise recorded by Innovative apply. Innovative’s records of the Published Rates in effect at any time, and of the rates applied to any Metered Request, are conclusive absent manifest error.

(e) Metering Changes. Innovative may change the method used to count Metered Tokens under Section 4.6, including to reflect a change in an Underlying Model’s tokenizer or billing units, effective in the same manner as a rate change. Because Submitted Tokens and Avoided Tokens are counted by the same method as Metered Tokens, a metering change applies equally to Baseline Cost and Dispatch Charges.

(f) Effect on Credits and Savings. Because Credits are denominated in dollars, rate and metering changes change the number of tokens that existing Credits will cover. Realized Savings are calculated using the Published Rates in effect for each Metered Request, and the Reference Rates are determined under Section 5.2 at the time of each Metered Request. No change entitles Customer to any adjustment of, or refund for, Credits already purchased.

(g) No Obligation to Mirror Upstream Prices. Innovative is not required to change the Published Rates when an Underlying Model Provider changes its prices. Any difference between an upstream price and the Published Rates is a Resale Benefit under Article 6.

(h) Pricing Errors. Innovative may correct a manifest error in the Published Rates at any time, and the corrected rate applies from the time the error was posted. Customer may dispute a correction under Section 5.6.

(i) Customer’s Remedy. If Customer does not accept a change, Customer’s sole remedy is to stop submitting Metered Requests, adjust its routing controls under Section 4.4(b), or terminate under Section 11.4. Customer’s submission of Metered Requests after a change takes effect is acceptance of the change.

(j) Pricing Mechanism, Not an Amendment. Changes to the Published Rates, Dispatch Model Tiers, and metering under this Section 4.2, changes to Underlying Model Providers under Section 9.4, and updates to the Acceptable Use Policy under Section 10.4(a) are made under the Agreement. They are not amendments of these MRS Terms or of the Standard Terms for purposes of Section 18.5 of the Standard Terms, and Section 17.3.4(d) of the Standard Terms, including the Price Escalation Cap, does not apply to them.

(k) Current Prices and Transparent Savings. Darcy Dispatch shows the Published Rates in effect, the Reference Models and Reference Rates in effect under Section 5.2, and, for each of Customer’s Metered Requests, the Submitted Tokens, Avoided Tokens, and Metered Tokens, the Dispatch Charges, the Baseline Cost, and the Realized Savings, and the Savings Statement shows the Managed Services Fees calculated from them under Section 5.4, so that Customer can see the current prices and how its savings are calculated at any time. Innovative has no obligation to notify Customer of any change to the Published Rates, the Reference Models, or the Reference Rates, and Customer is responsible for reviewing the Rate Page and Darcy Dispatch.

4.3 Charges by Dispatch Model Tier

Dispatch Charges are calculated and reported by Dispatch Model Tier. Customer is charged the Published Rates of the specific Dispatch Model Tier that served each Metered Request, and no averaged or blended rate applies to Customer’s usage. BYOK Requests have no Dispatch Charges, and their BYOK Inference Cost is calculated under Section 5.9(c).

4.4 Routing

(a) Innovative Discretion. Unless the Order Form or a routing control under paragraph (b) specifies otherwise, Innovative determines in its discretion which Dispatch Model Tier serves each Metered Request. Innovative will make routing decisions with the objective of serving each request at a quality level suited to the request while reducing Customer’s cost, but Innovative does not guarantee any particular routing outcome.

(b) Customer Routing Controls. Where Darcy Dispatch makes routing controls available, Customer may direct that certain Workloads or requests be served only by a specified Dispatch Model Tier or excluded from a Dispatch Model Tier. Customer acknowledges that such controls may reduce Realized Savings.

(c) Provider Eligibility. Underlying Model Providers may restrict access to their models based on a customer’s identity, ownership, industry, location, End Users, or use case, and may change those restrictions at any time. If Customer, any End User, or any Workload is or becomes ineligible for an Underlying Model, Innovative may route the affected requests only to Underlying Models for which they remain eligible, or may restrict the affected Dispatch Model Tier or Workload. Doing so is not a breach by Innovative, does not change any Commitment, and may reduce Realized Savings.

(d) Tier Unavailability. If a Dispatch Model Tier is unavailable or rate limited, Innovative may serve a request with another Dispatch Model Tier, and the Published Rates of the Dispatch Model Tier that actually served the request apply.

4.5 Dispatch Model Tiers and Underlying Models

(a) What Customer Uses. The models Customer uses through the MRS Services are the Dispatch Model Tiers, currently Darcy Frontier and Darcy Swift. Each Dispatch Model Tier is a class of service defined by Innovative.

(b) Underlying Models Behind Each Tier. Behind each Dispatch Model Tier, Innovative uses one or more Underlying Models from one or more Underlying Model Providers. As part of the managed service, Innovative selects, adds, removes, and substitutes Underlying Models and Underlying Model Providers at any time and without notice, subject to the Provider Standards in Section 9.4. For BYOK Requests, Innovative routes only among the models available through Customer Provider Keys.

(c) Identities Not Disclosed. Innovative does not disclose, and has no obligation to disclose, which Underlying Models or Underlying Model Providers serve any Dispatch Model Tier or any Metered Request. Their identities, and Innovative’s routing and sourcing arrangements, are Innovative’s Confidential Information under Article 12 of the Standard Terms. This paragraph does not apply to the providers of Customer Provider Keys, which Customer knows.

(d) Model Self-Identification. An output may name or describe an Underlying Model or its provider. Any such statement is not a representation by Innovative, does not waive paragraph (c), and creates no commitment about which Underlying Models serve Customer’s requests.

4.6 Metering

(a) Method. Innovative counts Metered Tokens using its metering systems, which count tokens using the tokenization method applicable to the Underlying Model that served the request or such other method as Innovative applies consistently across customers.

(b) Input Tokens. Input Tokens include all content submitted to a model in connection with a Metered Request, including prompts, system instructions, tool and function definitions, conversation history, retrieved or attached context, and images, audio, or files as converted to tokens, other than Cached Input Tokens.

(c) Output Tokens. Output Tokens include all content generated by a model in connection with a Metered Request, including text, structured output, tool or function calls, and any reasoning or intermediate tokens that the Underlying Model generates, whether or not returned to Customer.

(d) Cached Input Tokens. Cached Input Tokens are content submitted to a model in connection with a Metered Request that the Underlying Model that served the request reads from a prompt cache instead of processing anew, as reported by the Underlying Model Provider that served the request. Darcy Dispatch shows the count of Cached Input Tokens for each Metered Request. Whether content is read from a cache depends on the Underlying Model, the routing of each request, and cache availability. Because Darcy Dispatch may route successive requests to different Underlying Models, Customer may receive fewer Cached Input Tokens than it would if it sent the same requests directly to a single provider. The Baseline Cost is calculated using the Cached Input Tokens actually reported for each request, and Innovative does not guarantee that any content will be cached.

(e) Logical Request Basis. Metered Tokens are counted on the basis of each Metered Request as sent to and returned by the model that served it. Each Metered Request is metered and priced separately, including requests within the same conversation, session, or agent run, which may be served by different Dispatch Model Tiers or Underlying Models. Except for Cached Input Tokens reported under paragraph (d) and Avoided Tokens under Section 4.8, Metered Tokens are not reduced by, and Customer is not credited for, any caching, batching, compression, deduplication, or other optimization that Innovative or any Underlying Model Provider applies. The economic effect of any such other optimization is a Resale Benefit under Article 6.

(f) Records. Innovative’s metering records are conclusive as to Metered Tokens, Avoided Tokens, and Submitted Tokens absent manifest error, subject to Section 5.6.

(g) Avoided Tokens. Innovative counts Avoided Tokens using the same method as Metered Tokens under paragraph (a), applied to the content as Customer submitted it, before Token Optimization.

4.7 Rate Limits and Capacity

Innovative may impose and change rate limits, concurrency limits, request size limits, and other capacity controls on Darcy Dispatch, whether required by Underlying Model Providers or reasonably necessary to protect the service. Requests that exceed these limits may be rejected, queued, or throttled.

4.8 Token Optimization

(a) Feature. “Token Optimization” is a feature of Darcy Dispatch that shortens content in a Metered Request, such as command output and tool results, before the request is sent to a model, so that fewer tokens are sent. It is off unless Customer turns it on. Customer’s administrators may turn it on or off for Customer’s account, or for particular Authorized Users, at any time in Darcy Dispatch, and each change applies to Metered Requests submitted after it takes effect.

(b) Customer Authorization. While Token Optimization is on, Customer authorizes Innovative to modify Metered Requests as described in paragraph (a). Innovative sends error messages and file contents unchanged, and sends content unchanged when it cannot shorten it reliably. Innovative does not guarantee that Token Optimization will reduce Customer’s costs or that any output will be the same as it would have been without Token Optimization, and Article 12 applies to Token Optimization as it applies to the rest of the MRS Services.

(c) Effect on Charges and Savings. Avoided Tokens are not Metered Tokens, so Customer pays no Dispatch Charges and no BYOK Inference Cost for them. Avoided Tokens are part of the Submitted Tokens, so their cost at the Reference Rates is included in the Baseline Cost and in the Realized Savings under Section 5.3, on which the Managed Services Fee is calculated.

(d) Records. Darcy Dispatch shows the Avoided Tokens for each of Customer’s Metered Requests, by the category of content shortened. Token Optimization processes Customer Content only transiently while serving the request and does not change Innovative’s obligations under Section 9.2.

ARTICLE 5 — SAVINGS SHARE AND MANAGED SERVICES FEE

5.1 Customer Pays Only for Savings Delivered

(a) Fee Only on Savings. Innovative’s only fee for its managed service is the Managed Services Fee, which is a share of the Realized Savings that Innovative delivers on Customer’s behalf. Customer pays no subscription, platform, seat, setup, or management fee for the MRS Services.

(b) No Savings, No Fee. If the Realized Savings for a Metered Request are zero, or would be negative because the Dispatch Charges or BYOK Inference Cost equal or exceed the Baseline Cost, no Managed Services Fee applies to that request, and Customer pays nothing for Innovative’s managed service with respect to it.

(c) Inference Is Always Payable. Customer pays the Dispatch Charges for every Metered Request other than a BYOK Request, and pays its own model provider for every BYOK Request, whether or not the request produces Realized Savings. Inference charges are the price of the inference itself and are not a fee for Innovative’s managed service.

(d) Customer Share. Customer receives the Customer Share of Realized Savings in the form of lower charges, and no payment of the Customer Share is made to Customer. The division of Realized Savings between Customer and Innovative is set by the Savings Share Rate under Sections 5.8 and 5.9.

5.2 Reference Models and Reference Rates

(a) Baseline Determined by Tier. Customer does not select Baseline Models, and the Order Form does not identify them. Each Metered Request is compared against the Reference Models for the Dispatch Model Tier that served it: one model from each Reference Provider for Darcy Frontier (the “Frontier Reference Models”), one model from each Reference Provider for Darcy Swift (the “Swift Reference Models”), and, for any other Dispatch Model Tier, the Reference Models that Innovative designates for it on the Rate Page. The tier that actually served a request determines its Reference Models, including when the request was served under a routing control under Section 4.4(b) or by another tier under Section 4.4(d). Neither Customer nor the Order Form chooses a Reference Model or a rate.

(b) Reference Providers. The “Reference Providers” are Anthropic and OpenAI. If a Reference Provider has no model that meets paragraph (c) for a Dispatch Model Tier, the other Reference Provider’s Reference Model alone applies to that tier until it does. If a Reference Provider stops offering generally available models through a public API, Innovative may replace it with another leading developer of foundation models by posting the change on the Rate Page.

(c) Selecting Reference Models. For each Reference Provider and each Dispatch Model Tier, Innovative designates one model (a “Reference Model”), as it reasonably determines under the following standards: (i) the model is generally available through the provider’s public API at standard on-demand rates to all API customers, and is not a preview, beta, experimental, limited-access, or deprecated release; (ii) the model is the provider’s current release in its capability position, and not a version the provider has superseded; (iii) the Frontier Reference Model is the provider’s most capable model that meets clauses (i) and (ii), other than a Premium Model; (iv) the Swift Reference Model is the provider’s most capable model that meets clauses (i) and (ii) and that the provider offers at lower standard input and output prices than its Frontier Reference Model; and (v) a “Premium Model” is a model whose standard input and output prices are each more than two (2) times those of the same provider’s next most capable model that meets clauses (i) and (ii). Innovative may consider the provider’s own positioning of its models and independent benchmarks, such as the Artificial Analysis Intelligence Index. Innovative may designate a new Reference Model at any time, without notice, including when a provider releases a new model, and until it does, the prior designation continues to apply. Customer cannot require Innovative to designate, or to keep, any particular Reference Model.

(d) Higher of the Reference Providers. For each Metered Request, Innovative calculates what its Submitted Tokens would cost at the Reference Prices of each Reference Model for the Dispatch Model Tier that served it, as the sum, for each Token Type, of the number of Submitted Tokens of that type ÷ 1,000,000 × the Reference Model’s Reference Price for that type. Where no Token Optimization applies, the Submitted Tokens are the same counts of each Token Type used for the Dispatch Charges or the BYOK Inference Cost. The Baseline Cost is the higher of those amounts, and the Reference Rates for the request are the Reference Prices of the Reference Model that produced it. A Reference Model’s “Reference Prices” are the standard, on-demand per-token prices its provider publishes at the time of the request for input tokens, for input tokens read from a prompt cache, and for output tokens, including any different standard rate the provider publishes for the request’s context length. If a provider publishes no standard price for input tokens read from a prompt cache for a Reference Model, that model’s input Reference Price applies to Cached Input Tokens. If only one Reference Provider has a Reference Model for a tier, that Reference Model’s Reference Prices are the Reference Rates. For example, if a Swift request of 10,000 Input Tokens and 2,000 Output Tokens would cost $0.040 at one Swift Reference Model’s Reference Prices and $0.002 at the other’s, its Baseline Cost is $0.040.

(e) Promotional and Discounted Prices Excluded. Reference Prices never include promotional, introductory, or limited-time prices, or batch, cache-write, committed-use, volume, regional or data-residency, priority or fast-mode, or customer-specific pricing. If a provider offers a promotional or introductory price for a Reference Model, the Reference Price is the standard price the provider has published to apply without the promotion or, if it has published none, the model’s most recent standard price. If a provider does not publish prices for a Reference Model, Innovative will use the standard price reported for that model by a widely used public model marketplace or pricing index that Innovative selects. A provider’s standard price for input tokens read from a prompt cache is not a discounted price for purposes of this paragraph and is the Reference Price for Cached Input Tokens.

(f) Changes Apply Automatically; No Notice. Innovative may change Reference Model designations at any time, in its discretion consistent with paragraph (c), effective when posted on the Rate Page. New releases, changes to providers’ published prices, and changes in designation apply to the Reference Rates automatically, without notice to Customer and without amendment of the Order Form, and may increase or decrease Realized Savings. They are not amendments of these MRS Terms or of the Standard Terms for purposes of Section 18.5 of the Standard Terms.

(g) Transparency. The Rate Page and Darcy Dispatch show the current Reference Models and their Reference Prices for each Dispatch Model Tier, and Darcy Dispatch shows, for Customer’s Metered Requests, the Baseline Cost and the Reference Model that produced it, the Submitted Tokens, Avoided Tokens, and Metered Tokens, the Dispatch Charges or BYOK Inference Cost, and the Realized Savings, and the Savings Statement shows the Managed Services Fees calculated from them, so that Customer can see at any time the prices applied and how its savings were calculated. Innovative has no obligation to notify Customer of any change.

(h) Records Fixed at the Time of Each Request. When Innovative processes each Metered Request, it records the Dispatch Model Tier and Underlying Model that served it, the country in which it was processed, the Metered Tokens, Avoided Tokens, and Submitted Tokens of each Token Type, and the Published Rates, Reference Models, and Reference Prices then in effect. Those records are fixed when made, are not affected by any later change to the Published Rates, Reference Models, Reference Prices, or Underlying Models, and are conclusive absent manifest error, subject to Section 5.6. Except for BYOK Requests, the identity of the Underlying Model is Innovative’s Confidential Information and is not included in Savings Statements. Each Savings Statement identifies, for each Dispatch Model Tier, the Reference Models, Reference Prices, and Reference Rates applied during the period.

5.3 Calculation of Realized Savings

For each Metered Request, Innovative calculates:

(a) Baseline Cost = the higher, across the Reference Models for the Dispatch Model Tier that served the request, of the sum, for each Token Type, of (Submitted Tokens of that type ÷ 1,000,000 × the Reference Price for that type), as described in Section 5.2(d).

(b) Dispatch Charges = the sum, for each Token Type, of (Metered Tokens of that type ÷ 1,000,000 × the Published Rate for that type), using the Published Rates of the Dispatch Model Tier that served the request. For a BYOK Request, the BYOK Inference Cost under Section 5.9(c) is used in place of Dispatch Charges.

(c) Realized Savings = Baseline Cost minus Dispatch Charges or BYOK Inference Cost, as applicable, but not less than zero.

Because Avoided Tokens are included in Submitted Tokens but not in Metered Tokens, Customer pays no Dispatch Charges for them, and their cost at the Reference Rates is part of Realized Savings.

Innovative may perform these calculations request by request or in aggregate over intervals of not more than one day, with the same result. If Dispatch Charges or BYOK Inference Cost exceed Baseline Cost for any request or interval, Realized Savings for that request or interval are zero, no Managed Services Fee applies to it, and the difference is not carried forward against savings in any other request or interval.

5.4 Managed Services Fee

(a) Amount. The Managed Services Fee for each Billing Month equals the Realized Savings of the Metered Requests in that month multiplied by the applicable Savings Share Rate: for BYOK Requests, the BYOK Savings Share Rate, and for other Metered Requests, the Savings Share Rate that applies under Section 5.8 when each request is made. Innovative’s billing systems calculate Managed Services Fees from the records described in Section 5.2(h) and the terms of the Order Form, and the Savings Statement shows them.

(b) Monthly Charge. Innovative will charge the Managed Services Fees for all Metered Requests in each Billing Month, plus applicable taxes, to the Payment Method on the first business day of the following month. Managed Services Fees are not deducted from Credits. This applies to every Customer, with or without a Commitment and whether or not Customer uses BYOK.

(c) Failed Charges. If a charge for Managed Services Fees fails, Innovative may retry it and may suspend the MRS Services under Section 8.6. Any amount that cannot be collected from the Payment Method is invoiced and payable under Article 9 of the Standard Terms.

(d) Nature of Fee. The Managed Services Fee is a fee for Innovative’s managed service in delivering Realized Savings. It is separate from, and in addition to, the Dispatch Charges and any Scheduled Credits Purchase.

5.5 Savings Statements

Innovative will make available to Customer, through Darcy Dispatch or by periodic report not less often than monthly, a Savings Statement showing for the applicable period: (a) Submitted Tokens, Avoided Tokens, and Metered Tokens by Dispatch Model Tier and by Workload, separately for each Token Type; (b) Dispatch Charges and, for BYOK Requests, BYOK Inference Cost; (c) Baseline Cost, with the Reference Models, Reference Prices, and Reference Rates applied; (d) Realized Savings; (e) Managed Services Fees; (f) the Customer Share of Realized Savings; and (g) Credit purchases, Scheduled Credits Purchases, Credit consumption, Credit expirations, and the Credit Balance. Savings Statements do not include Innovative’s costs, supplier pricing, or Resale Benefits.

5.6 Statement Disputes

(a) Customer may dispute a Savings Statement in writing within thirty (30) days after it is made available, specifically identifying the Metered Requests or amounts disputed and the basis for the dispute. Disputes are limited to errors in metering, in the application of the Published Rates or Reference Rates, or in the arithmetic of the calculations in Sections 5.3 and 5.4.

(b) A Savings Statement not disputed within that period is deemed accepted, absent manifest error or fraud.

(c) If Innovative confirms an error, Innovative’s sole obligation, and Customer’s exclusive remedy, is to credit the amount overcharged: for Dispatch Charges, by adding Credits to Customer’s Credit Balance, and for Managed Services Fees, against the next Managed Services Fee or, if Innovative expects none, by refund to the Payment Method. Credits added under this Section expire under Section 7.9.

(d) Article 8 of the Standard Terms does not apply to the MRS Services. Section 9.4 of the Standard Terms continues to apply to invoices or receipts for Credit purchases.

5.7 Estimates and Projections

Any savings projections, consumption or Credit forecasts, cost models, token-volume estimates, or pricing comparisons provided by Innovative before or during the term of an Order Form are estimates only. They are based on information provided by Customer and assumptions made at the time, do not constitute guarantees or binding representations, and do not create any minimum savings commitment.

5.8 Optional Commitment and Savings Share Rate

(a) Commitment Optional; Better Rate. Customer is not required to make a Commitment. Without one, the Standard Savings Share Rate applies. Customer may instead elect a Commitment on the Order Form in exchange for a lower Savings Share Rate, so that Customer keeps a larger Customer Share. The Order Form may set lower Savings Share Rates for longer Minimum Terms and higher Minimum Monthly Credits Purchase levels.

(b) Reduced Commitment. If the Commitment is reduced, whether by amendment of the Order Form, at renewal, or otherwise, Innovative may apply the Savings Share Rate that the Order Form assigns to the reduced Commitment or, if the Order Form assigns none, the Standard Savings Share Rate, beginning with the first Billing Month after the reduction.

(c) Missed Scheduled Credits Purchases. If any Scheduled Credits Purchase is not successfully charged when due, Innovative may apply the Standard Savings Share Rate beginning with the next Billing Month and for the remainder of the then-current term, and will show the change in Darcy Dispatch.

(d) No Commitment. If the Order Form does not state a Commitment, the Standard Savings Share Rate applies to Metered Requests other than BYOK Requests, the BYOK Savings Share Rate applies to BYOK Requests, there is no Minimum Term, Minimum Monthly Credits Purchase, Scheduled Credits Purchase, or Early Termination Fee, and Customer may terminate as provided in Section 11.4.

(e) Adding or Increasing a Commitment. Customer may request to add a Commitment, or to increase its Commitment, by an amended Order Form. Any lower Savings Share Rate the Order Form assigns to the new or increased Commitment applies beginning with the first Billing Month after the amendment takes effect.

5.9 Bring Your Own Key (BYOK)

(a) Availability. Customer may add Customer Provider Keys in Darcy Dispatch, with or without a Commitment, and may use them for some or all of its requests. Darcy Dispatch serves requests through those keys as Customer configures it, and serves Customer’s other requests with inference provided by Innovative against Credits. Customer may add or remove Customer Provider Keys at any time. Doing so is a setting in Darcy Dispatch and is not an amendment of the Order Form.

(b) Charges. Innovative charges no Dispatch Charges for BYOK Requests, and BYOK Requests do not consume Credits. Customer pays its model provider directly under its own agreement with that provider. For BYOK Requests, Innovative charges only the Managed Services Fee, at the BYOK Savings Share Rate, under Section 5.4.

(c) BYOK Inference Cost. The BYOK Inference Cost of a BYOK Request is the sum, for each Token Type, of the number of its Metered Tokens of that type ÷ 1,000,000 × the standard, on-demand per-token price for that type that the provider of the Underlying Model that served the request publishes at the time of the request, excluding the prices described in Section 5.2(e). It does not reflect any discount, commitment, or other pricing Customer has negotiated with its provider, so Customer’s actual payments to its provider may differ from it.

(d) Customer’s Provider Relationship. Customer is solely responsible for its Customer Provider Keys, the security of those keys, its agreements with and payments to its providers, and its providers’ terms, usage limits, and availability. Section 9.7 governs Customer Content in BYOK Requests.

(e) Credits Not Required. A Customer with no Commitment that uses only BYOK need not maintain a Credit Balance, and Article 8 does not stop BYOK Requests when the Credit Balance is zero. A Customer with a Commitment remains subject to Section 7.13 whether or not it also uses BYOK, and BYOK Requests do not reduce any Scheduled Credits Purchase. Every Customer must maintain a valid Payment Method for Managed Services Fees.

ARTICLE 6 — RESALE BENEFITS

6.1 Innovative as Principal

Innovative procures inference capacity from Underlying Model Providers, cloud providers, marketplaces, and other sources for its own account and resells access to that capacity to Customer as part of the MRS Services. In doing so, Innovative acts as a principal and independent contractor. Innovative is not Customer’s agent, broker, fiduciary, or purchasing representative, and owes Customer no duty to procure inference at any particular price or to pass through any cost Innovative incurs. This Article 6 does not apply to BYOK Requests, for which Innovative does not procure or resell inference.

6.2 Disclosure of Resale Benefits

Customer acknowledges that, as a reseller of inference capacity, Innovative may receive or realize Resale Benefits in addition to the Managed Services Fee. Resale Benefits may arise from, among other things, Innovative’s aggregate purchasing volume, committed-use and partner agreements, marketplace and partner-program incentives, promotional allotments, and the efficiency of Innovative’s operation of Darcy Dispatch, including caching and batching. As a result, Innovative’s cost of serving any Metered Request may be materially lower than the Published Rates charged to Customer.

6.3 Retention by Innovative

All Resale Benefits belong exclusively to Innovative. Resale Benefits:

(a) are not included in, and do not increase or decrease, the calculation of Baseline Cost, Dispatch Charges, Realized Savings, or the Managed Services Fee;

(b) are not shared with, credited to, or passed through to Customer; and

(c) need not be disclosed to Customer, whether as to their existence, amount, source, or terms.

Customer waives any claim to an accounting of, share in, or credit for any Resale Benefit.

6.4 Published Rates Are Not Cost-Based

The Published Rates are Innovative’s prices for the MRS Services. They are not determined by, and do not represent, Innovative’s cost or any mark-up over cost. Realized Savings are measured solely by comparing the Reference Rates to the Published Rates, and not by reference to Innovative’s cost.

6.5 Confidentiality; No Audit of Costs

Innovative’s costs, the identities of its Underlying Models and Underlying Model Providers, supplier pricing and terms, and Resale Benefits are Innovative’s Confidential Information under Article 12 of the Standard Terms. Customer has no right to audit or receive information about Innovative’s costs, Underlying Model Providers, supplier arrangements, or Resale Benefits. Customer’s verification rights are limited to the Savings Statement dispute process in Section 5.6.

6.6 Acknowledgment

Customer acknowledges that it has had the opportunity to evaluate the Published Rates, the Savings Share Rate, and the allocation of Resale Benefits described in this Article 6, and that this allocation is part of the bargained-for consideration for the MRS Services.

ARTICLE 7 — PREPAID CREDITS AND PAYMENTS

7.1 Prepayment Required

Inference provided by Innovative is available on a prepaid basis only. Customer shall purchase the Initial Credits Purchase before Innovative activates Customer’s credentials for inference provided by Innovative. Innovative does not provide inference on credit or on invoice terms, and Section 9.1 of the Standard Terms does not apply to Dispatch Charges. Scheduled Credits Purchases and Managed Services Fees are charged to the Payment Method when due under Sections 5.4 and 7.13. Because inference is prepaid and other amounts are charged to the Payment Method when due, Article 19 of the Standard Terms does not apply to the MRS Services, and no Guaranty, Credit Application, credit review, or adequate-assurance demand under Article 19 is required.

7.2 Nature and Application of Credits

(a) Credits are denominated in United States dollars and are applied, as consumed, only against Dispatch Charges.

(b) Credits are a prepayment for the MRS Services. They are not a deposit, are not held in trust or escrow, do not bear interest, and may be commingled with Innovative’s other funds.

(c) Credits may be used only for the MRS Services under the Order Form for which they were purchased. They may not be applied to any other Innovative service, transferred to any other person or account, or redeemed for cash, except as Innovative may agree in writing.

7.3 Credit Buckets

Each purchase of Credits, whether the Initial Credits Purchase, a Scheduled Credits Purchase, or a Recharge, creates a separate Credit Bucket with its own purchase date.

7.4 Order of Consumption

Credits are consumed from the Credit Bucket with the earliest purchase date first, and then from each later Credit Bucket in order of purchase date, except that Promotional Credits are consumed first under Section 7.14(b).

7.5 Automatic Recharge

(a) Trigger. Whenever the Credit Balance falls to or below the Recharge Threshold, Innovative will charge the Payment Method for the Recharge Amount, plus applicable taxes, and will add a new Credit Bucket upon successful payment. The Order Form states the initial settings: with a Commitment, a Recharge Threshold of twenty percent (20%) of the Minimum Monthly Credits Purchase and a Recharge Amount of thirty-five percent (35%) of the Minimum Monthly Credits Purchase; otherwise, a Recharge Threshold of twenty percent (20%) of the Initial Credits Purchase and a Recharge Amount equal to the Initial Credits Purchase. Those are starting settings only. The Recharge Threshold and Recharge Amount in effect at any time are those configured in Darcy Dispatch under Section 7.6. No Recharge occurs while the Recharge Amount is zero.

(b) Authorization. Customer authorizes Innovative, and its payment processors, to charge the Payment Method for the Initial Credits Purchase, each Recharge, each Scheduled Credits Purchase, each Managed Services Fee, and any other amount payable under these MRS Terms, in variable amounts consistent with these MRS Terms and without further approval from Customer for each charge. This authorization is a recurring-payment authorization and remains in effect until Customer revokes it by written notice to Innovative. Revocation takes effect three (3) business days after Innovative receives it.

(c) Effect of Revocation. If Customer revokes its authorization or disables automatic Recharge where Darcy Dispatch allows it, no further Recharges will occur, and inference provided by Innovative will stop when the Credit Balance reaches zero under Article 8. Revocation does not relieve Customer of any Managed Services Fee or Scheduled Credits Purchase, and each day without a valid Payment Method is a Dormant Day. Customer may purchase Credits manually through any method Innovative makes available.

7.6 Recharge Settings and Recharge Frequency

(a) Customer Changes. Customer, with or without a Commitment, may change the Recharge Threshold and the Recharge Amount, or turn off automatic Recharge, at any time in Darcy Dispatch, subject to any minimum Innovative states on the Rate Page or in Darcy Dispatch. A change takes effect when Customer saves it. The settings configured in Darcy Dispatch control over the initial settings stated on the Order Form, and a change to them is not an amendment of the Order Form. Customer cannot change the Minimum Term, the Minimum Monthly Credits Purchase, any Scheduled Credits Purchase, or any Savings Share Rate in Darcy Dispatch, and those can change only as these MRS Terms provide. Changes under this Section 7.6, adding or removing Customer Provider Keys under Section 5.9, turning U.S.-Only Processing on or off under Section 9.8, changes to routing controls under Section 4.4(b), and Workload changes under Section 10.11 are not Customer Changes and are not subject to Section 17.7.1 of the Standard Terms.

(b) Frequent Recharges. If more than eight (8) Recharges occur in any thirty (30) day period, Innovative may notify Customer that the Recharge Amount must be increased. Until Customer increases it, Innovative may limit Recharges to two (2) per calendar day, which may cause inference provided by Innovative to stop under Article 8.

7.7 Failed Charges

If a charge for the Initial Credits Purchase, a Recharge, a Scheduled Credits Purchase, or a Managed Services Fee is declined or fails, Innovative will use commercially reasonable efforts to notify Customer and may retry the charge. Inference provided by Innovative continues until the Credit Balance reaches zero and then stops under Article 8. A failed Recharge does not create any amount owed by Customer, but a failed Scheduled Credits Purchase or Managed Services Fee remains owed under Sections 7.13 and 5.4. Three (3) consecutive failed charges within any thirty (30) day period create Dormant Days under Section 2.1.

7.8 Payment Methods

Customer shall add a valid Payment Method in Darcy Dispatch before Innovative activates Customer’s credentials, shall maintain it for so long as the MRS Services are in effect, and shall promptly update it when it changes or expires. Innovative may use card-updater and similar services offered by payment networks. Innovative does not invoice for Credits, Scheduled Credits Purchases, or Managed Services Fees, except to collect an amount that cannot be charged to the Payment Method.

7.9 Expiration

(a) Account Dormancy. All Credits in Customer’s Credit Balance expire at 11:59 p.m. Eastern Time on the date of Account Dormancy, which is the thirtieth (30th) consecutive Dormant Day.

(b) Three-Year Limit. Regardless of Customer’s activity, the Credits in each Credit Bucket expire at 11:59 p.m. Eastern Time on the date three (3) years after that Credit Bucket’s purchase date.

(c) Effect of Expiration. Expired Credits are forfeited and removed from the Credit Balance. Expiration is not delayed or extended by any suspension, service interruption, termination, or other event, and Innovative has no obligation to notify Customer before Credits expire.

7.10 No Refunds; Use It or Lose It

(a) Except for refunds under paragraph (c) and Section 12.8(b), and to the maximum extent permitted by applicable law, all purchases of Credits are final, non-cancelable, and non-refundable, in whole or in part, including Credits that expire unused and Credits that remain in the Credit Balance upon the suspension, expiration, or termination of the MRS Services or any Order Form for any reason, whether by Customer or by Innovative.

(b) Customer acknowledges that the Published Rates and the Savings Share Rate are offered in reliance on the prepaid, non-refundable, and expiring nature of Credits.

(c) Refund When Innovative Ends the Services. If the MRS Services terminate in their entirety because (i) Innovative terminates at will under Section 11.5(a), (ii) Innovative gives notice of non-renewal under Section 11.2, (iii) Innovative terminates under Section 10.3(f) because a change in law or government action prevents it from providing the MRS Services, or (iv) Customer terminates for cause under Section 10.4 of the Standard Terms, Innovative will refund the Unused Credit Amount as of the effective date of termination, less any amounts Customer then owes Innovative. Innovative will make the refund to the Payment Method, or by another method Innovative selects, within thirty (30) days after the effective date of termination.

(d) No Refund in Other Cases. No refund is due when the MRS Services end for any other reason, including Customer’s termination for convenience or non-renewal, or Innovative’s termination for Customer’s breach, non-payment, violation of Article 10, or a payment reversal under Section 7.12. A termination as to one or more Workloads, rather than the MRS Services as a whole, does not trigger a refund, and remaining Credits stay available for Customer’s other Workloads.

7.11 Taxes

Taxes under Section 9.6 of the Standard Terms are calculated and charged at the time of each Credit purchase and each charge for Managed Services Fees, unless applicable law requires that they be determined at the time of consumption, in which case Innovative may deduct them from the Credit Balance as Credits are consumed.

7.12 Chargebacks and Payment Reversals

Sections 9.4(b) through 9.4(d) of the Standard Terms apply to Credit purchases and to charges for Managed Services Fees. If a Credit purchase is charged back, reversed, or otherwise not completed, Innovative may immediately remove the associated Credits from the Credit Balance and suspend the MRS Services. Customer remains liable to pay for any Credits from that purchase that were consumed before the removal, and Article 8 does not limit that liability.

7.13 Minimum Monthly Credits Purchase (Commitment Only)

(a) Commitment. This Section 7.13 applies only if Customer elects a Commitment. During the Minimum Term, Customer commits to purchase Credits equal to the Minimum Monthly Credits Purchase in each Billing Month.

(b) Scheduled Credits Purchase. On the business day on or next following the first (1st) calendar day of each Billing Month of the Minimum Term, Innovative will charge the Minimum Monthly Credits Purchase, plus applicable taxes, to the Payment Method and add a Credit Bucket of that amount to the Credit Balance. The first Scheduled Credits Purchase occurs in the first Billing Month that begins after Innovative activates Customer’s credentials. The Initial Credits Purchase, equal to fifty percent (50%) of the Minimum Monthly Credits Purchase, is made before activation.

(c) Recharges Continue. Recharges under Section 7.5 apply during the Minimum Term in addition to Scheduled Credits Purchases, and no Recharge reduces any Scheduled Credits Purchase.

(d) Commitment Continues. Each Scheduled Credits Purchase is owed whether or not Customer submits Metered Requests, including while inference provided by Innovative is stopped under Article 8 or suspended. If a Scheduled Credits Purchase cannot be charged to the Payment Method, Innovative may retry it, any amount not collected is invoiced and payable under Article 9 of the Standard Terms, and Section 5.8(c) applies.

(e) Reporting. Each Savings Statement will show each Scheduled Credits Purchase for the applicable period.

7.14 Trial and Promotional Credits

(a) Promotional Credits. Innovative may provide Credits at no charge or at a discount, including for a free trial, a limited-token account, or a promotion (“Promotional Credits”). Promotional Credits have no cash value, are not refundable, cannot be transferred, are not included in the Unused Credit Amount, and expire on the earlier of the date Innovative states when providing them and fourteen (14) days after they are provided.

(b) Use. Promotional Credits are applied against Dispatch Charges in the same way as purchased Credits, before any purchased Credits. Unless the Order Form states otherwise, no Commitment applies to an account funded only with Promotional Credits, and the Standard Savings Share Rate applies.

(c) Trials. Innovative may limit, suspend, or end any trial or Promotional Credits at any time, without notice, and may decline to convert a trial to a paid account. Ending a trial or Promotional Credits is not a termination by Innovative under Section 11.5 and creates no refund obligation under Section 7.10(c). A trial is subject to these MRS Terms, the Account Terms, the Standard Terms, and the Acceptable Use Policy in full.

ARTICLE 8 — ZERO BALANCE; NO CUSTOMER INDEBTEDNESS

8.1 Service Stops at Zero

When the Credit Balance reaches zero, or is insufficient to cover a Metered Request, Innovative may, immediately and without further notice, reject, queue, or stop processing requests other than BYOK Requests and suspend inference provided by Innovative until Customer purchases additional Credits. A stop or suspension under this Section is not a breach by Innovative, and Innovative has no liability for any interruption, delay, or loss resulting from it.

8.2 No Extension of Credit

Innovative has no obligation to provide the MRS Services beyond the Credit Balance. If Innovative, in its discretion, continues to process requests after the Credit Balance reaches zero, it does so without waiving its rights under this Article 8 and without any obligation to continue.

8.3 No Customer Indebtedness

(a) General Rule. Customer is never obligated to pay Innovative for Dispatch Charges in excess of the Credit Balance, and no invoice, late charge, or collection action will arise from Customer’s use of inference provided by Innovative.

(b) Overrun. Because requests may be in progress when the Credit Balance reaches zero, usage may slightly exceed the Credit Balance (an “Overrun”). Any Overrun will be deducted from the next Credit Bucket that Customer purchases, if and when Customer purchases one. If Customer does not purchase another Credit Bucket, Innovative will not seek payment of the Overrun.

(c) Exceptions. Paragraph (a) does not limit Customer’s obligation to pay (i) for Credits that are charged back, reversed, or not completed as described in Section 7.12, (ii) Managed Services Fees under Section 5.4, (iii) Scheduled Credits Purchases under Section 7.13, (iv) any Early Termination Fee under Section 11.3, or (v) amounts owed under Customer’s indemnification obligations.

8.4 Reinstatement

Innovative will restore the MRS Services promptly after a successful Credit purchase. Sections 9.2(c) and 9.3 of the Standard Terms, including the reinstatement fee and late charges, do not apply to a stop or suspension under this Article 8. A stop or suspension under this Article 8 is not a pause or an Innovative Change under Section 17.7 of the Standard Terms, and no pause fee applies.

8.5 Balance Notices

Innovative will use commercially reasonable efforts to notify Customer when a Recharge is triggered, when a Recharge fails, and when the Credit Balance reaches zero. Customer is responsible for monitoring its Credit Balance and Dormant Days, and Innovative’s failure to send any notice is not a breach and does not extend any Expiration Date or entitle Customer to any credit.

8.6 Other Suspension

In addition to its rights under Section 9.2(d) of the Standard Terms, Innovative may suspend all or part of the MRS Services immediately if (a) Customer violates Article 10, (b) Innovative reasonably believes Customer’s credentials have been compromised or Customer’s use poses a security risk, (c) an Underlying Model Provider suspends or restricts service or requires Innovative to do so, (d) a charge for a Managed Services Fee or a Scheduled Credits Purchase fails, or (e) suspension is required by law. Innovative will restore the MRS Services once the cause is resolved. Credits continue to expire under Section 7.9 during any suspension.

ARTICLE 9 — CUSTOMER CONTENT, DATA, AND UNDERLYING MODEL PROVIDERS

9.1 Processing of Customer Content

Customer grants Innovative and its Underlying Model Providers a non-exclusive right to host, transmit, process, and store Customer Content solely as necessary to provide the MRS Services, to meter and report usage, to maintain security and prevent abuse, and to comply with law. Innovative processes Personal Data contained in Customer Content as Customer’s service provider and processor under the Darcy Dispatch Data Processing Addendum at https://darcyiq.com/dispatch/dpa (the “DPA”), which is incorporated into these MRS Terms and controls as provided in Section 11.2 of the DPA.

9.2 No Training on Customer Content

(a) Innovative will not use Customer Content to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, consistent with Section 3.9.3 of the Standard Terms.

(b) Innovative will route Customer Content only to Underlying Model Providers that meet the Provider Standards in Section 9.4, including the prohibition on training. Underlying Model Providers may retain Customer Content only as the exceptions in Section 9.4(a)(iii) permit.

(c) Innovative does not store Customer Content after returning the response to a Metered Request, other than transiently as needed to process it, except (i) where Customer enables logging, history, or similar features; (ii) for short-term caching used solely to serve Customer’s own requests; (iii) as permitted by Section 10.8(b), or as required by law or to investigate a security incident; and (iv) as described in paragraph (d).

(d) Zero data retention applies to the content of prompts and outputs. It does not apply to, and Innovative may retain, the following records, none of which include the text of prompts or outputs: (i) Routing Telemetry under Section 9.3; (ii) metering, billing, and payment records, including Metered Tokens, Avoided Tokens, Submitted Tokens, Dispatch Charges, Managed Services Fees, Credit records, and Savings Statements; (iii) tags, Workload assignments, classifications, and other labels that Customer, its End Users, or Innovative apply to requests, including labels Darcy Dispatch derives from request content, such as the team, client, or project a request was for; (iv) guardrail and audit records, such as the type of data a guardrail detected and the action taken, but not the detected data itself; (v) budgets, routing controls, and other configuration settings; and (vi) account, credential, and support records.

9.3 Routing Telemetry

Innovative may collect, use, and retain Routing Telemetry to operate, meter, bill, secure, and improve Darcy Dispatch, including to develop and improve its routing logic and any routing models. Innovative may use Routing Telemetry aggregated with data from other customers, provided that Innovative does not disclose Routing Telemetry in a form that identifies Customer. Innovative may also create aggregated, de-identified data from Routing Telemetry, Savings Statements, and Realized Savings, such as average savings rates, cost trends, and model performance benchmarks, and may use and publish that data for any purpose, including marketing, benchmarking, and research, provided that the data does not identify Customer or any End User and does not include Customer Content. Routing Telemetry does not include Customer Content, and this Section does not permit any use of Customer Content prohibited by Section 9.2.

9.4 Underlying Model Providers and Provider Standards

(a) Provider Standards. Except for BYOK Requests under Section 9.7, Innovative will route Customer Content only to Underlying Model Providers that, as used by Innovative, meet each of the following standards (the “Provider Standards”):

(i) No Training. The provider is prohibited, by its terms with Innovative or by the configuration Innovative uses, from using Customer Content to train, fine-tune, or otherwise improve any model.

(ii) Processing Location. Inference is processed, and any Customer Content the provider retains is stored, only in the Approved Processing Jurisdictions under Section 9.8 or, while U.S.-Only Processing is enabled, only in the United States.

(iii) Zero Data Retention. The provider does not store Customer Content after returning its response, other than transiently as needed to process the request, except (A) usage and billing records that do not contain Customer Content, such as token counts, timestamps, and model identifiers; (B) records of automated safety classifications that do not contain Customer Content; and (C) Customer Content that the provider is required by applicable law or legal process to retain, for the period so required.

(iv) Confidentiality and Security. The provider is bound by confidentiality obligations no less protective of Customer Content than Article 12 of the Standard Terms, and maintains a current SOC 2 Type II report, ISO/IEC 27001 certification, or equivalent independent security attestation for the services Innovative uses.

(v) Restricted Parties. The provider is not a Sanctioned Person, and is not organized in, headquartered in, or majority owned or controlled by a person organized or headquartered in, a Restricted Jurisdiction or any country of concern designated under U.S. data security regulations.

(b) Changes Without Notice. Innovative may add, remove, or replace Underlying Model Providers at any time and without notice to Customer, provided that each Underlying Model Provider to which Customer Content is routed meets the Provider Standards.

(c) Loss of Compliance. If Innovative learns that an Underlying Model Provider no longer meets the Provider Standards, Innovative will stop routing Customer Content to that provider as soon as reasonably practicable. If Customer Content was processed in a manner that did not meet the Provider Standards, Innovative will notify Customer and use commercially reasonable efforts to have that Customer Content deleted.

(d) Confirmation. Upon Customer’s reasonable written request, no more than once in any twelve (12) month period, Innovative will confirm in writing that the Underlying Model Providers it uses for Customer meet the Provider Standards. The confirmation does not require Innovative to identify any Underlying Model or Underlying Model Provider.

(e) Subprocessor Terms. Underlying Model Providers are subprocessors for purposes of Section 13.7 of the Standard Terms. This Section 9.4 applies in place of Sections 13.7(a) through 13.7(c) of the Standard Terms, so Innovative is not required to maintain or provide a list of Underlying Model Providers or to give advance notice of new ones, and Customer has no objection right with respect to them, except to the extent U.S. privacy laws require one, as provided in Section 7.4 of the DPA. Section 13.7(d) of the Standard Terms continues to apply.

9.5 Regulated Data

The last paragraph of Section 13.2 and Section 13.6 of the Standard Terms apply to the MRS Services. Customer shall not submit protected health information, payment card data, export-controlled data, or other regulated or restricted data to Darcy Dispatch unless the Order Form expressly permits that data category and the parties have executed any required supplemental agreement, such as a Business Associate Agreement covering the MRS Services. Innovative may restrict routing of permitted regulated data to Dispatch Model Tiers and Underlying Model Providers eligible to process it, which may reduce Realized Savings. Customer should enable U.S.-Only Processing under Section 9.8 before submitting any such data and is solely responsible under Section 9.8(d) if it does not.

9.6 Provider Restrictions

Underlying Model Providers impose restrictions on the use of their models. Innovative’s Acceptable Use Policy and Article 10 are intended to reflect those restrictions, and Innovative may update the Acceptable Use Policy under Section 10.4(a) as provider restrictions change. Customer is not required to accept any Underlying Model Provider’s terms directly, and Customer’s compliance with Article 10 satisfies Customer’s obligations with respect to them.

9.7 Customer Provider Keys (BYOK)

(a) For BYOK Requests, Darcy Dispatch sends Customer Content to the provider of the applicable Customer Provider Key under Customer’s own agreement with that provider. That provider is Customer’s vendor. It is not engaged by Innovative, is not Innovative’s subprocessor, and is not subject to the Provider Standards.

(b) Whether Customer Content in BYOK Requests is retained, used for training, or processed outside the United States depends on Customer’s agreement with, and configuration of, its provider, for which Customer is solely responsible. Innovative’s own processing of BYOK Requests in Darcy Dispatch remains subject to Sections 9.1 through 9.3, and the rest of this Article 9 and Article 10 otherwise apply to BYOK Requests.

(c) Customer shall use only Customer Provider Keys that it is authorized to use with Darcy Dispatch and shall comply with its providers’ terms. Section 9.6 does not relieve Customer of its obligations to its own providers.

9.8 U.S.-Only Processing

(a) Setting. U.S.-Only Processing is an account-level setting in Darcy Dispatch that is off unless Customer turns it on. Customer’s administrators may turn it on or off at any time, and each change applies to Metered Requests submitted after Customer saves it. Changing the setting is not an amendment of the Order Form and is not a Customer Change under Section 17.7.1 of the Standard Terms.

(b) Effect; Lower Savings. While U.S.-Only Processing is on, Innovative routes inference it provides only to Underlying Model Providers that process requests, and store any retained Customer Content, in the United States. U.S.-only processing generally costs more, so Customer’s Realized Savings will typically be lower while it is on. The Published Rates, Reference Prices, and Savings Share Rates do not change, and regional and data-residency premiums remain excluded from Reference Prices under Section 5.2(e).

(c) Approved Processing Jurisdictions. While U.S.-Only Processing is off, inference provided by Innovative may be processed in the United States or in any other country that Innovative lists on its subprocessor page at https://darcyiq.com/dispatch/subprocessors (together, the “Approved Processing Jurisdictions”). Innovative may update that list at any time, effective when posted. The list will never include a country of concern designated under U.S. data security regulations, a country or region subject to comprehensive U.S. sanctions, or a Prohibited Jurisdiction under Section 3.3 of the DPA.

(d) Customer’s Decision and Responsibility. Customer alone decides whether to enable U.S.-Only Processing, including for data described in Sections 9.5 and 10.3(e), for work for government entities, and to meet any legal or contractual requirement that applies to Customer. Innovative has no obligation to determine whether Customer requires U.S.-Only Processing and has no liability for the processing of Customer Content in an Approved Processing Jurisdiction while the setting is off, including for Metered Requests submitted before a change takes effect. Customer’s obligations under Section 10.12 include claims arising from Customer’s choice of setting.

(e) Records. Innovative records the country in which each Metered Request is processed and each change to the setting, and Darcy Dispatch shows both to Customer.

(f) Scope. This Section 9.8 does not apply to BYOK Requests, which Section 9.7 governs. Darcy Dispatch, the records described in Section 9.2(d), and any Customer Content that Innovative retains are hosted and stored in the United States regardless of this setting.

ARTICLE 10 — ELIGIBILITY, TERRITORY, ACCEPTABLE USE, AND CUSTOMER RESPONSIBILITIES

In this Article 10, “End Users” means Customer’s personnel and any other individuals who use a Customer Application or otherwise submit requests to Darcy Dispatch through Customer, and “Permitted Territory” means the fifty (50) states of the United States and the District of Columbia, together with any additional territory that the Order Form expressly specifies.

10.1 Eligibility

(a) Business Customers Only. The MRS Services are offered only to businesses. Customer must be a corporation, limited liability company, partnership, or other legal entity, and not an individual acting for personal, family, or household purposes. Every individual who uses the MRS Services on Customer’s behalf must be at least eighteen (18) years old.

(b) Government Entities. Unless the Order Form expressly identifies Customer as a government entity and attaches the terms that will govern that relationship, Customer represents that it is not a federal, state, local, or tribal government entity, agency, or instrumentality, and is not acquiring the MRS Services for use in performing a government prime contract or subcontract.

(c) Verification. Before activation and from time to time afterward, Customer shall provide the information Innovative reasonably requests to verify Customer’s identity, ownership, location, and intended use of the MRS Services. This may include business registration records, beneficial ownership information, a description of each Workload and Customer Application, and the location of Customer’s End Users. Innovative may decline, condition, or delay activation, or suspend the MRS Services, if Customer does not provide information satisfactory to Innovative.

(d) Discretion to Decline. To the extent permitted by law, Innovative may decline to provide the MRS Services to any prospective customer, or for any Workload, in its sole discretion and without stating a reason.

(e) No Evasion. Customer shall not open additional accounts, obtain additional credentials, or use affiliates or third parties to evade any suspension, termination, rate limit, or restriction imposed under these MRS Terms. A customer whose MRS Services were terminated under Section 10.8 may not obtain the MRS Services again, directly or indirectly, without Innovative’s written consent.

(f) Changes. Customer shall notify Innovative within ten (10) business days of any change of control of Customer, any change in its principal place of business, or any other change that makes a representation in this Article 10 inaccurate.

10.2 Permitted Territory

(a) Customer Location. Customer represents that it is organized under the laws of a state of the United States or the District of Columbia and that its principal place of business is in the Permitted Territory.

(b) Access Location. Customer shall submit Metered Requests only from systems located in the Permitted Territory and shall permit only personnel located in the Permitted Territory to use its Darcy Dispatch credentials.

(c) End Users. Customer shall make Customer Applications available only to End Users located in the Permitted Territory and shall use commercially reasonable measures, such as IP-based geolocation and account verification, to prevent access from outside it.

(d) No Circumvention. Customer shall not use, or permit End Users to use, virtual private networks, proxies, relays, or other means to access the MRS Services from outside the Permitted Territory or to disguise the location from which any request originates.

(e) Personal Information of Non-U.S. Individuals. Customer shall not submit to Darcy Dispatch personal information of individuals whom Customer knows, or reasonably should know, are located outside the United States, personal information that is subject to the European Union or United Kingdom General Data Protection Regulation, the Australian Privacy Act 1988, or any other non-U.S. data protection law, or personal information of individuals located in any Prohibited Jurisdiction under Section 3.3 of the DPA, and shall not permit access to the MRS Services from any Prohibited Jurisdiction. No transfer of EEA personal data to Innovative is permitted under Section 13.5 of the Standard Terms in connection with the MRS Services.

(f) Processing Location. Darcy Dispatch and the records described in Section 9.2(d) are hosted and stored in the United States. Inference provided by Innovative is processed in the Approved Processing Jurisdictions or, while U.S.-Only Processing is enabled, only in the United States, as described in Sections 9.4(a) and 9.8.

(g) Enforcement. Innovative may block or reject requests that appear, based on geolocation or other signals, to originate outside the Permitted Territory, and has no liability for any request blocked in error.

10.3 Sanctions and Export Controls

(a) Definitions. “Sanctioned Person” means any person or entity that is (i) identified on any list of restricted or prohibited parties maintained by the U.S. government, including the Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List and the U.S. Department of Commerce Entity List, Denied Persons List, Unverified List, and Military End-User List; (ii) located, organized, or ordinarily resident in a Restricted Jurisdiction; or (iii) owned fifty percent (50%) or more, or controlled, directly or indirectly, by one or more persons described in clause (i) or (ii). “Restricted Jurisdiction” means any country or region subject to comprehensive U.S. sanctions or embargo, and any other country that Innovative identifies in the Acceptable Use Policy as a jurisdiction from which it does not permit access or ownership.

(b) Customer Representations. Customer represents and warrants, on the effective date of the Order Form and continuously thereafter, that (i) neither Customer, nor any of its affiliates, owners, directors, or officers, nor any End User, is a Sanctioned Person, and (ii) Customer is not headquartered in, organized under the laws of, or directly or indirectly majority owned or controlled by any person or entity organized or headquartered in, a Restricted Jurisdiction.

(c) Compliance. Customer shall comply with all U.S. export control and sanctions laws, including the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”), and the regulations administered by OFAC. Customer shall not export, re-export, transfer, or provide access to the MRS Services, its credentials, or outputs to any Sanctioned Person or Restricted Jurisdiction, or for any end use prohibited by those laws.

(d) Prohibited End Uses. Customer shall not use the MRS Services in connection with the design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons, missiles, or unmanned aerial vehicles for weapons delivery, or for any military end use or military end user where prohibited by applicable export control law.

(e) Controlled Data. Unless the Order Form expressly permits it, Customer shall not submit to Darcy Dispatch any technical data controlled under the ITAR, any technology controlled under the EAR other than items designated EAR99, any classified information, or any Controlled Unclassified Information. Customer should enable U.S.-Only Processing under Section 9.8 before submitting any data the Order Form permits under this paragraph and is solely responsible under Section 9.8(d) if it does not.

(f) Changes in Law. If any law, regulation, or government action, including export controls applicable to artificial intelligence models, restricts Innovative’s ability to provide the MRS Services, any Dispatch Model Tier, or any Underlying Model to Customer, Innovative may immediately restrict, suspend, or terminate the affected MRS Services without liability.

(g) Notice. Customer shall notify Innovative immediately if any representation in this Section 10.3 becomes untrue.

10.4 Acceptable Use

(a) Acceptable Use Policy. Customer shall comply, and shall cause its End Users to comply, with Innovative’s Darcy Dispatch Acceptable Use Policy at https://darcyiq.com/dispatch/aup (or such successor URL as Innovative may designate), as Innovative may update it from time to time by posting. The Acceptable Use Policy incorporates the restrictions that Underlying Model Providers impose on the use of their models, and Innovative may update it at any time, effective on posting, to reflect changes to those restrictions. If the Acceptable Use Policy and this Section 10.4 differ, the more restrictive applies.

(b) Prohibited Uses. Without limiting the Acceptable Use Policy, Customer shall not use the MRS Services, and shall not permit any End User or Customer Application to use them, to generate, facilitate, or engage in any of the following:

(i) Illegal activity. Any activity that violates applicable law, including trafficking in drugs, weapons, or people, money laundering, terrorist financing, unlicensed gambling, or the sale of goods or services that are illegal where offered.

(ii) Child safety. Any content that sexualizes, exploits, or endangers minors, including child sexual abuse material in any form, whether real, synthetic, or textual; grooming or facilitating contact with minors for exploitation; or any Customer Application directed to, or knowingly used by, individuals under eighteen (18).

(iii) Weapons and violence. Developing, acquiring, or deploying chemical, biological, radiological, nuclear, or explosive weapons; manufacturing or illegally modifying firearms or other weapons; planning or inciting violence; or supporting, recruiting for, or promoting terrorist or violent extremist organizations or acts.

(iv) Cyber harm. Creating or distributing malware, ransomware, or exploit code for unauthorized use; gaining or attempting unauthorized access to any system, account, or data; credential stuffing, denial-of-service attacks, or phishing infrastructure; or attacking critical infrastructure. Security research and testing of systems that Customer owns, or is authorized in writing by the owner to test, is permitted.

(v) Fraud and deception. Scams, phishing, or other fraud; impersonating any person or organization without authorization; counterfeit documents or credentials; fake reviews, astroturfing, or coordinated inauthentic behavior; or presenting AI-generated content or an AI system as human where disclosure is required by law or where doing so would materially mislead.

(vi) Election and civic integrity. Misinformation about voting procedures, eligibility, or results; voter suppression or intimidation; impersonation of candidates, officials, or election authorities; or political content that fails to carry any AI disclosure required by law.

(vii) Harassment and hate. Threats, harassment, bullying, or doxxing of any individual; content that promotes violence or hatred against people based on a protected characteristic; or non-consensual intimate imagery or sexual depictions of real, identifiable people.

(viii) Sexually explicit content. Pornographic or sexually explicit content, or erotic or adult companion services. Clinical, educational, and safety-related discussion of sexuality and sexual health is permitted.

(ix) Self-harm. Content that encourages or instructs suicide, self-harm, or disordered eating.

(x) Surveillance and privacy. Tracking, profiling, or monitoring individuals without legal authority or consent; identifying individuals through facial recognition or other biometric analysis; inferring race, religion, sexual orientation, health, or other sensitive characteristics from biometric data; recognizing emotions in workplace or educational settings; compiling dossiers on private individuals; or collecting personal information in violation of law.

(xi) Manipulation. Techniques designed to manipulate individuals in ways that exploit their vulnerabilities, or content designed to cause psychological harm.

(xii) Intellectual property. Infringing, misappropriating, or violating any third party’s intellectual property or publicity rights, or circumventing technical protection measures.

(xiii) Spam. Unsolicited bulk messages, or mass-produced content intended to manipulate search engines, rankings, or recommendation systems.

(xiv) Service integrity. Circumventing or attempting to disable safety systems, content filters, or usage restrictions of Darcy Dispatch or any Underlying Model (including jailbreaking); attempting to identify Underlying Models or extract system prompts, weights, or routing logic; injecting instructions intended to manipulate Innovative’s systems; sharing credentials; or any use described in Section 3.3(e).

(xv) Safety-critical uses. Any use prohibited by Section 17.8.3 of the Standard Terms, including life-sustaining medical devices and clinical decisions, emergency response, autonomous weapons, and the control of critical infrastructure or other systems where an error could cause death, serious bodily injury, or widespread harm.

10.5 High-Risk Uses

(a) Restricted Without Approval. Customer shall not use the MRS Services, and shall not permit any Customer Application to use them, for any of the following unless the Order Form expressly permits the specific use:

(i) making, or serving as a substantial factor in making, decisions about individuals’ access to or terms of employment, credit, insurance, housing, education, healthcare, legal services, or government benefits;

(ii) providing medical, legal, financial, or tax advice to individuals;

(iii) law enforcement, criminal justice, or immigration purposes, to the extent not prohibited by Section 17.8.3 of the Standard Terms; or

(iv) consumer-facing companion, mental health, or emotional support applications.

(b) Required Safeguards. Where the Order Form permits a high-risk use, Customer shall (i) ensure that a qualified human reviews each output before it is used to make a decision or is provided to the affected individual; (ii) disclose to affected individuals that AI is used; (iii) conduct any impact assessments, bias testing, notices, and appeal processes required by applicable law; and (iv) maintain records of those safeguards and provide them to Innovative upon request.

(c) Customer as Deployer. As between the parties, Customer is solely responsible for determining whether its use of the MRS Services is subject to laws governing artificial intelligence, automated decision-making, or algorithmic discrimination, and for complying with them. Customer is the deployer, operator, or user of any AI system it builds or operates with the MRS Services for purposes of those laws. Innovative is not a developer, deployer, or provider of any such system on Customer’s behalf, and Customer shall not represent otherwise.

(d) AI Engagement Terms. The MRS Services are an AI Engagement for purposes of Section 17.8 of the Standard Terms, which applies to them in full. The uses prohibited by Section 17.8.3 of the Standard Terms are prohibited regardless of any Order Form, and nothing in paragraph (a) permits any of them.

10.6 Regulatory Limits

(a) No Regulatory Expansion. Customer shall not use the MRS Services in any manner that would cause Innovative, by reason of Customer’s use, to become subject to (i) the laws of any jurisdiction outside the Permitted Territory; (ii) regulation or licensing as a financial institution, money transmitter, consumer reporting agency, telecommunications carrier, or healthcare provider; (iii) obligations as a business associate under HIPAA, except under a Business Associate Agreement described in Section 9.5; (iv) the Children’s Online Privacy Protection Act or laws governing student education records; or (v) obligations as a developer or deployer of a high-risk AI system under any state or federal law.

(b) No Flow-Down. No government contract clause, regulatory requirement, or third-party obligation that applies to Customer is binding on Innovative unless Innovative expressly agrees to it in a writing signed by an authorized officer of Innovative, consistent with Section 1.3 of the Standard Terms.

(c) Innovative’s Rights. If Innovative reasonably determines that Customer’s use would have any effect described in paragraph (a), Innovative may require Customer to stop that use and may suspend or terminate the affected MRS Services under Section 10.8.

10.7 Customer Applications and End Users

Customer may integrate the MRS Services into Customer’s own products and services (“Customer Applications”) made available to End Users, provided that:

(a) each Customer Application adds material functionality beyond access to Darcy Dispatch, and Customer does not resell or provide standalone access to Darcy Dispatch or any Dispatch Model Tier;

(b) Customer binds its End Users to terms that prohibit, at a minimum, the conduct prohibited by Sections 10.4 and 10.5;

(c) Customer maintains content moderation, abuse reporting, and account controls appropriate to the risk of each Customer Application, and uses them to prevent End Users from violating this Article 10;

(d) Customer restricts each Customer Application to End Users who are at least eighteen (18) years old and located in the Permitted Territory;

(e) Customer discloses to End Users that they are interacting with an AI system wherever applicable law requires, or where they could reasonably believe otherwise; and

(f) upon Innovative’s request, Customer promptly blocks any End User, Workload, or Customer Application that Innovative identifies as violating this Article 10.

Customer is responsible for the acts and omissions of its End Users as if they were Customer’s own.

10.8 Monitoring and Enforcement

(a) Automated Safety Systems. Innovative and its Underlying Model Providers may use automated classifiers, hash matching, and other tools to screen inputs and outputs for violations of this Article 10, and may block, filter, or modify any request or output. These tools are a right, not an obligation, and Innovative does not undertake to detect every violation.

(b) Trust and Safety Review. Notwithstanding Section 9.2(c), Innovative may retain Customer Content and Routing Telemetry associated with a suspected violation for up to ninety (90) days, or longer where required by law or an ongoing investigation, and may permit authorized personnel to review it solely to investigate and enforce this Article 10. Such retention and review is not a use of Customer Content for training.

(c) Cooperation. Customer shall respond to Innovative’s inquiries about a suspected violation within two (2) business days and shall provide the information about its Workloads, Customer Applications, and End Users that Innovative reasonably requests.

(d) Enforcement Actions. If Innovative reasonably believes that Customer or any End User has violated this Article 10, Innovative may, at its election and without prior notice, issue a warning, throttle or block specific requests, End Users, Workloads, or Customer Applications, revoke credentials, or suspend or terminate the MRS Services in whole or in part. A violation of Sections 10.1 through 10.6 is a material breach that does not require an opportunity to cure. Section 7.10 applies to any Credits remaining upon a suspension or termination under this Section.

(e) Reporting. Innovative may report suspected violations, and disclose related Customer Content, Routing Telemetry, and Customer information, to Underlying Model Providers, law enforcement, and other authorities. Innovative will report apparent child sexual abuse material to the National Center for Missing & Exploited Children and to law enforcement as required by law.

(f) Provider Determinations. If an Underlying Model Provider flags, restricts, or suspends traffic attributable to Customer, Innovative may act on that determination without independently verifying it.

(g) No Liability. Innovative has no liability to Customer or any End User for any action taken in good faith under this Section 10.8.

(h) Provider Requests. Within five (5) business days after Innovative’s request, or sooner if an Underlying Model Provider requires, Customer shall provide any information, certification, attestation, consent, or description of its use cases that an Underlying Model Provider requests to confirm or support compliance with its requirements, including information about Customer’s ownership, End Users, Workloads, and Customer Applications. Innovative may share that information with the requesting Underlying Model Provider. Until Customer provides it, Innovative may suspend or restrict the affected Workloads or the MRS Services.

10.9 Credentials

Customer is responsible for safeguarding its credentials and for all Metered Requests submitted under them, whether or not authorized by Customer. All such requests consume Credits. Customer shall notify Innovative promptly upon learning of any unauthorized use or compromise of its credentials. Innovative may rotate, revoke, or reissue credentials to protect Customer or the service.

10.10 Outputs and Human Review

Outputs of language models may be inaccurate, incomplete, or inappropriate. Customer is solely responsible for evaluating outputs before relying on them, for all decisions made and actions taken using outputs, and for implementing human review appropriate to its use.

10.11 Workload and Use Changes

Customer shall notify Innovative before (a) adding a material new Workload or Customer Application, (b) changing the nature of an existing Workload in a way that may affect its treatment under Section 10.5, or (c) submitting any data category governed by Section 9.5 or Section 10.3(e).

10.12 Customer Indemnification

(a) Customer shall indemnify, defend, and hold harmless the Innovative Indemnified Parties, as defined in Section 13.1(b) of the Standard Terms, from and against all Claims arising from or relating to (i) Customer Content; (ii) Customer’s or its End Users’ use of the MRS Services or of outputs; (iii) Customer Applications; or (iv) any breach of this Article 10, including any fine, penalty, charge, or indemnity obligation imposed on or incurred by Innovative to a governmental authority or an Underlying Model Provider as a result.

(b) This indemnification obligation is in addition to Customer’s other indemnification obligations under the Standard Terms. Customer’s obligations under this Section 10.12 are not subject to the limitation of liability in Section 11.3 of the Standard Terms.

ARTICLE 11 — TERM, RENEWAL, AND TERMINATION

11.1 Initial Term

If Customer elects a Commitment, the initial term of the MRS Services (the “Initial Term”) is the twelve (12) month Minimum Term. Otherwise, the Initial Term is one (1) month from the effective date of the Order Form.

11.2 Auto-Renewal

Express Override of Standard Terms Section 17.3.4(a): The MRS Services auto-renew by default. After the Initial Term, the MRS Services renew automatically for successive Renewal Terms of one (1) year each if Customer has a Commitment, or one (1) month each if it does not, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. A Customer that has no Commitment need not give notice of non-renewal and may stop using the MRS Services at any time as provided in Section 11.4. Innovative may change the Savings Share Rate effective at the start of any Renewal Term, and may change the Standard Savings Share Rate for a Customer that has no Commitment at any time, in each case by showing the new rate in Darcy Dispatch, without advance notice. The thirty (30) day notice period in this Section supersedes the Non-Renewal Notice Period in Section 17.3.4(c) of the Standard Terms, and Section 17.3.4(d) of the Standard Terms, including the Price Escalation Cap, does not apply to changes to the Savings Share Rate or the Published Rates. If Customer has a Commitment, each Renewal Term is a new Minimum Term under Section 17.3.4(e) of the Standard Terms, with the same Minimum Monthly Credits Purchase unless the parties agree otherwise in an amended Order Form. If Customer has no Commitment, Section 17.3.4(e) of the Standard Terms does not apply, and no Renewal Term has a Minimum Term.

11.3 Minimum Term and Early Termination Fee (Commitment Only)

(a) Commitment Optional. This Section 11.3 applies only if Customer elects a Commitment on the Order Form. If it does, the Minimum Term is twelve (12) months and is the Initial Term. If it does not, there is no Minimum Term, and no Early Termination Fee applies.

(b) Monthly Charges. For purposes of Sections 2.22, 2.40, and 10.1 of the Standard Terms, the Monthly Charges for the MRS Services are the Minimum Monthly Credits Purchase, or zero if Customer has no Commitment.

(c) Early Termination Fee. Section 10.1 of the Standard Terms applies to the MRS Services. If the MRS Services end before the Minimum Term expires because Customer terminates for convenience, because Innovative terminates for Customer’s breach or non-payment, or because of any other Customer action described in Section 10.1(a) of the Standard Terms, Customer owes an Early Termination Fee equal to the Minimum Monthly Credits Purchase multiplied by the number of full and partial Billing Months remaining in the Minimum Term, plus any unpaid Scheduled Credits Purchases and Managed Services Fees.

(d) Exceptions. No Early Termination Fee applies if Innovative terminates at will under Section 11.5(a) or Customer terminates for cause under Section 10.4 of the Standard Terms.

(e) Collection. Innovative may charge the Early Termination Fee to the Payment Method. Any amount not collected is invoiced and payable under Article 9 of the Standard Terms.

11.4 Termination by Customer

If Customer has a Commitment, then during the Minimum Term Customer may terminate the MRS Services for convenience only by written notice and payment of the Early Termination Fee under Section 11.3. After a Minimum Term, Section 10.3 of the Standard Terms applies. If Customer has no Commitment, Customer may stop using the MRS Services at any time, without notice, simply by ceasing to submit Metered Requests, or may terminate them by notice effective when given, and no Early Termination Fee applies. Disabling automatic Recharge or allowing the Credit Balance to reach zero does not by itself terminate the MRS Services or end any Commitment. In each case Section 7.10 applies to any remaining Credits, which otherwise expire as provided in these MRS Terms.

Inactivity. If Customer has no Commitment, the MRS Services terminate automatically, without notice, on the first date on which both (a) Customer has submitted no Metered Requests for at least sixty (60) consecutive days and (b) Customer’s Credit Balance is zero, including because all of Customer’s Credits have expired. A termination under this paragraph is a termination by Customer for convenience, and Section 11.7 applies to it.

11.5 Termination by Innovative

(a) At Will. Notwithstanding the Commitment, the Minimum Term, or the notice period in Section 10.2(a) of the Standard Terms, Innovative may terminate the MRS Services, in whole or as to any Workload, at any time and for any reason or no reason, by notice to Customer. Termination takes effect on the date stated in the notice, which may be the date the notice is given.

(b) Other Termination Rights. Innovative may also terminate the MRS Services as provided in Section 10.2(b) of the Standard Terms and elsewhere in these MRS Terms.

(c) Effect. A termination under paragraph (a) is not a breach by Innovative and creates no liability for Innovative. No Early Termination Fee applies to it, and no Scheduled Credits Purchase is charged after its effective date. Innovative will refund the Unused Credit Amount as provided in Section 7.10(c), which applies in place of Section 10.2(c) of the Standard Terms.

11.6 Termination for Cause by Customer

Customer may terminate the MRS Services for cause as provided in Section 10.4(a) of the Standard Terms. Innovative will refund the Unused Credit Amount as provided in Section 7.10(c), which applies in place of the refund under Section 10.4(b) of the Standard Terms.

11.7 Effect of Termination

Upon termination or expiration of the MRS Services for any reason: (a) Customer’s credentials and access to Darcy Dispatch end; (b) remaining Credits are refunded under Section 7.10(c) where it applies and are otherwise forfeited under Section 7.10; (c) Innovative will make Customer’s Savings Statements available for thirty (30) days, consistent with Section 10.7(a) of the Standard Terms; (d) Innovative may retain Routing Telemetry under Section 9.3; and (e) all unpaid Managed Services Fees and Scheduled Credits Purchases and any applicable Early Termination Fee become immediately due, and Innovative may charge them to the Payment Method.

11.8 Survival

Sections 3.4, 5.4, 5.6, 6.3 through 6.6, 7.10, 7.12, 7.13, 8.3(c), 11.3, 9.3, 10.8(b), 10.8(e), 10.12, and Article 12 survive termination or expiration of the MRS Services, in addition to the provisions of the Standard Terms that survive under Section 10.8 of the Standard Terms.

ARTICLE 12 — THIRD-PARTY MODELS; DISCLAIMERS; LIMITATION OF LIABILITY

12.1 Innovative Is a Reseller of Third-Party Models

(a) The MRS Services and Darcy Dispatch provide access to Underlying Models that are developed, trained, and owned by Underlying Model Providers, not by Innovative. Innovative resells access to those models and routes Customer’s requests among them. Innovative does not develop, train, or control any Underlying Model, and does not control how any Underlying Model Provider operates its models or services. This is so whether an Underlying Model is operated by its provider or hosted by Innovative or its infrastructure provider. For BYOK Requests, Innovative does not resell access to any model and provides routing and the managed service only.

(b) Underlying Models, and the services through which Underlying Model Providers make them available, are Third-Party AI Services under Section 17.8.7 of the Standard Terms and third-party services under Section 11.1 of the Standard Terms. Innovative is not responsible or liable for any Underlying Model or Underlying Model Provider, including its outputs, performance, availability, latency, security, data handling, pricing, or policies, or for any act or omission of any Underlying Model Provider.

12.2 Nature of Model Outputs and Performance

Without limiting Section 17.8.1 of the Standard Terms, Customer acknowledges that Underlying Models are probabilistic and that:

(a) outputs may be inaccurate, incomplete, outdated, biased, offensive, infringing, or insecure (including generated code that contains vulnerabilities), and may present fabricated information as fact;

(b) outputs may differ for the same or similar inputs, and a model’s behavior may change over time, including without notice when an Underlying Model Provider updates, retrains, or replaces it;

(c) Underlying Models and the MRS Services may be slow or latent, time out, return partial, truncated, or empty responses, refuse or block requests under provider safety systems, be rate limited or degraded, or be unavailable, deprecated, or withdrawn, with or without notice; and

(d) the Dispatch Model Tier or Underlying Model that serves a request may differ from one request to the next.

Customer is solely responsible for evaluating outputs and for its use of them, as provided in Section 10.10.

12.3 Charges Apply Regardless of Output Quality

Dispatch Charges and Managed Services Fees apply to all Metered Tokens processed, whether or not the output is accurate, complete, useful, or satisfactory to Customer, and including requests that time out, are interrupted, or are refused after processing begins. The only adjustments are those described in Section 5.6(c) for metering and calculation errors.

12.4 No Pass-Through of Provider Commitments

(a) Any warranty, indemnity (including any intellectual property or copyright indemnity), service level, uptime or latency commitment, data-retention or security commitment, or other undertaking that an Underlying Model Provider makes to its own customers or to Innovative does not extend or pass through to Customer. Customer is not a third-party beneficiary of any agreement between Innovative and any Underlying Model Provider.

(b) Innovative’s indemnity under Article 16 of the Standard Terms applies only to Reusable Components, and no Reusable Components are delivered under the MRS Services. Innovative provides no indemnity for Underlying Models, outputs, or Customer’s use of them.

(c) Customer shall not assert against Innovative any claim arising from an act or omission of an Underlying Model Provider.

12.5 Disclaimer

WITHOUT LIMITING SECTIONS 11.1, 11.2, AND 17.8.4 OF THE STANDARD TERMS, THE MRS SERVICES, DARCY DISPATCH, THE UNDERLYING MODELS, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INNOVATIVE DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR FIT FOR ANY PURPOSE; THAT ANY DISPATCH MODEL TIER WILL PERFORM EQUIVALENTLY TO ANY BASELINE MODEL; THAT THE MRS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR WILL MEET ANY LATENCY OR THROUGHPUT LEVEL; OR THAT THE MRS SERVICES WILL ACHIEVE ANY SPECIFIC REALIZED SAVINGS OR COST RESULT; OR THAT PROCESSING IN ANY APPROVED PROCESSING JURISDICTION, OR CUSTOMER’S CHOICE OF U.S.-ONLY PROCESSING SETTING, SATISFIES ANY LEGAL, REGULATORY, OR CONTRACTUAL REQUIREMENT THAT APPLIES TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT REALIZED SAVINGS DEPEND ON CUSTOMER’S USAGE PATTERNS, WORKLOAD MIX, ROUTING CONTROLS, CHANGES TO PUBLISHED RATES, AND OTHER FACTORS OUTSIDE INNOVATIVE’S CONTROL.

12.6 Availability and Third-Party Dependencies

Section 6.2 of the Standard Terms applies, and no service level, uptime, latency, or throughput commitment applies to the MRS Services unless the Order Form expressly states one. The MRS Services depend on Underlying Model Providers and other third parties. In addition to the events listed in Article 15 of the Standard Terms, Innovative is not liable for delays, failures, latency, or degradation caused by outages, rate limits, capacity constraints, model updates or deprecations, pricing or policy changes, or suspensions imposed by any Underlying Model Provider, or by export controls or other government action affecting the availability of any model.

12.7 Metering and Calculation Errors

Innovative’s sole obligation, and Customer’s exclusive remedy, for any error in metering, in the application of Published Rates or Reference Rates, or in the calculation of Realized Savings or Managed Services Fees is the adjustment described in Section 5.6(c).

12.8 Maximum Liability

(a) Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVATIVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE MRS SERVICES, DARCY DISPATCH, ANY UNDERLYING MODEL, ANY OUTPUT, OR THESE MRS TERMS, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) THE UNUSED CREDIT AMOUNT AND (II) THE MANAGED SERVICES FEES THAT CUSTOMER PAID FOR THE THREE (3) BILLING MONTHS BEFORE THE BILLING MONTH IN WHICH CUSTOMER FIRST GIVES INNOVATIVE WRITTEN NOTICE OF THE CLAIM. The “Unused Credit Amount” is the dollar value of the unexpired and unconsumed Credits, other than Promotional Credits, in Customer’s Credit Balance on the date Customer first gives Innovative written notice of the claim or, if the MRS Services have terminated, on the effective date of termination.

(b) Exclusive Remedy. Innovative’s sole obligation, and Customer’s exclusive remedy, for any claim within paragraph (a) is, at Innovative’s election, (i) the adjustment described in Section 5.6(c), where it applies, or (ii) termination of the MRS Services, a refund of the Unused Credit Amount to the Payment Method, and payment of any additional amount owed up to the cap in paragraph (a). Refunds under this paragraph and Section 7.10(c) are the only exceptions to Section 7.10.

(c) Relationship to Standard Terms. This Section 12.8 applies in place of Section 11.3(c) of the Standard Terms as to Innovative’s liability relating to the MRS Services, and Section 11.4(b) of the Standard Terms does not apply to that liability. Section 11.3(a) of the Standard Terms continues to exclude indirect and consequential damages. This Section 12.8 does not limit Customer’s liability, which remains subject to the Standard Terms and Section 10.12.

(d) Non-Waivable Liability. Nothing in this Section 12.8 limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or willful misconduct under New York law, as provided in Sections 11.3 and 11.4(a) of the Standard Terms.

12.9 Allocation of Risk

(a) Customer acknowledges that Innovative has set the Published Rates, the Savings Share Rate, and the other terms of the MRS Services in reliance on the disclaimers and limitations of remedies and liability in these MRS Terms and in the Standard Terms, that those limitations reflect an agreed allocation of risk between the parties, and that Innovative would not offer the MRS Services on these terms without them.

(b) The limitations in this Article 12 and in Article 11 of the Standard Terms apply to any liability arising from any cause of action whatsoever related to the MRS Services, whether in contract, tort, strict liability, or otherwise, even if a limited remedy fails of its essential purpose and even if the Unused Credit Amount, or the cap in Section 12.8(a), is zero.

(c) If these limitations as written are not permitted by applicable law, they apply to the maximum extent permitted by applicable law.

ARTICLE 13 — EXPRESS OVERRIDES OF STANDARD TERMS

For clarity and in accordance with Section 1.3 of the Standard Terms, the following provisions of these MRS Terms expressly override or supplement the identified provisions of the Standard Terms, with respect to the MRS Services only:

All other provisions of the Standard Terms apply to the MRS Services without modification.

EXHIBIT A — ORDER FORM ELEMENTS

Each Order Form for MRS Services is a separate document that states the following elements. Where an element is left blank, the default applies.

EXHIBIT B — ILLUSTRATIVE SAVINGS CALCULATION

This Exhibit is for illustration only. All rates in it are hypothetical and do not reflect any actual Published Rates or Reference Prices, which change frequently and are shown in Darcy Dispatch. The example assumes a Metered Request of 800,000 Input Tokens, 200,000 Cached Input Tokens, and 100,000 Output Tokens; a Dispatch Model Tier with Published Rates of $2.00 per 1M Input Tokens, $0.20 per 1M Cached Input Tokens, and $8.00 per 1M Output Tokens; a Reference Model that produces the higher cost, with Reference Prices of $5.00 per 1M Input Tokens, $0.50 per 1M Cached Input Tokens, and $25.00 per 1M Output Tokens; and a Savings Share Rate of 50%.

If the same request had been served at Published Rates producing Dispatch Charges equal to or greater than the $6.600 Baseline Cost, Realized Savings would be zero, no Managed Services Fee would apply, and Customer would pay only the Dispatch Charges. For a BYOK Request, the BYOK Inference Cost takes the place of the Dispatch Charges, Customer pays its provider directly, and Innovative charges only the Managed Services Fee, at the BYOK Savings Share Rate.

With Token Optimization. If Token Optimization had removed 200,000 of the request’s Input Tokens, the Submitted Tokens, and so the $6.600 Baseline Cost, would be unchanged, while the Metered Tokens would include only 600,000 Input Tokens. Dispatch Charges would be (0.6 × $2.00) + (0.2 × $0.20) + (0.1 × $8.00) = $2.040, Realized Savings $4.560, the Managed Services Fee (50%) $2.280, and the Customer Share $2.280, a net saving of 34.5% against the Baseline Cost. Customer would pay no Dispatch Charges for the 200,000 Avoided Tokens.

CONTACT INFORMATION

These MRS Terms and Conditions are Version 10012026, effective October 1, 2026, accessible at https://innovativesol.com/mrsterms, and supersede all prior versions of Innovative’s MRS Terms and Conditions.

For questions regarding these MRS Terms, contact Innovative at contracts@innovativesol.com or (585) 292-5070.