Last updated: August 6, 2025

This Master Subscription Agreement (“Agreement”) is entered into by and between All Blue Labs, Inc. d/b/a Ohara (“Ohara,” “we,” “us,” or “our”) and the entity agreeing to these terms (“Customer”). This Agreement governs Customer’s access to and use of the AskModu products and services identified in one or more Order Forms (the “Services”).

By executing an Order Form that references this Agreement, or by accessing the Services, Customer agrees to this Agreement. If you are entering into this Agreement on behalf of Customer, you represent that you are authorized to bind Customer.

1. Order Forms; Access and Use

1.1 Order Forms. The Services, subscription term, fees, usage limits, and any Professional Services will be set forth in one or more order forms executed by the parties (each, an “Order Form”).

1.2 Access Rights. Subject to this Agreement and the applicable Order Form, Ohara grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer’s internal business purposes and within the usage limits on the Order Form.

1.3 Users. Customer may permit its employees and contractors acting for Customer’s benefit (collectively, “Users”) to use the Services. Customer is responsible for Users’ compliance with this Agreement.

1.4 Documentation. Customer’s use must comply with the then-current documentation and admin settings we make available (“Documentation”).

2. Customer Data and Outputs

2.1 Definitions.

(a) “Customer Data” means data, code, repositories, prompts, files, text, images, metadata, and other content that Customer (or its Users) submits to or through the Services, including data accessed from Customer-authorized integrations (e.g., GitHub, GitLab, Bitbucket, Jira).

(b) “Outputs” means content generated by the Services in response to Customer’s inputs (e.g., code suggestions, PRs, plans, tasks, test scaffolding).

2.2 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data and Outputs. To the extent Ohara could have any rights in Outputs by operation of law, Ohara hereby assigns those rights to Customer. Ohara retains all rights in the Services and Ohara Content.

2.3 License to Operate the Services. Customer grants Ohara a non-exclusive, worldwide, revocable, royalty-free license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, troubleshoot, and improve the features Customer uses of the Services for Customer’s account (including isolated execution, retrieval indexing within Customer’s tenant, abuse/fraud detection, quality assurance, and usage analytics). Ohara may sublicense this license only to its subprocessors as reasonably necessary to provide the Services, subject to written confidentiality and data-use restrictions at least as protective as this Agreement. Except as expressly set out here, Ohara receives no rights in Customer Data or Outputs.

2.4 No Training by Default. Ohara will not use Customer Data or Outputs to train generalized machine-learning models or for marketing without Customer’s express written opt-in. Aggregated and de-identified telemetry about service performance (“Usage Data”) may be used to operate and improve the Services, but Usage Data will not include Customer Data or Outputs in a form that identifies Customer or its Users.

2.5 Human Access. Ohara personnel do not access Customer Data except (a) to resolve a support request initiated by Customer; (b) to investigate security, abuse, or service issues; or (c) as required by law. Ohara maintains role-based access controls, logging, and confidentiality obligations for any such access.

2.6 Data Return and Deletion. During the Subscription Term, Customer may export Customer Data through available tools. Upon written request at termination or expiration, Ohara will promptly delete Customer Data from active systems and will remove it from backups within a commercially reasonable period, unless retention is required by law.

3. Security, Privacy, and Compliance

3.1 Security. Ohara will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data (including encrypted transit and storage for supported data types, access controls, vulnerability management, and logging).

3.2 Privacy and Instructions. Ohara will process Customer Data only in accordance with Customer’s documented instructions as set out in this Agreement, the Order Form, and Customer’s configuration of the Services. Each party will comply with applicable laws in performing this Agreement.