Wayfinder Platform Subscription Agreement

Effective date - May 21, 2026

This Wayfinder Platform Subscription Agreement (the Agreement) governs access to and use of the Wayfinder platform and related services provided by Robbclan, Inc. of Delaware (Robbclan, we, us, or our) to the customer identified in an Order (Customer, you, or your).

This Agreement supports:

1. online acceptance during a Finix-enabled checkout or upgrade flow; and
2. Sales-led purchases documented by an order form, proposal, statement of work, invoice, or other written ordering document accepted by both parties.

The Agreement becomes effective on the date Customer accepts it online, signs an Order referencing it, or first accesses a paid Wayfinder subscription after receiving an Order that incorporates it (the Effective Date).

1. Order Structure and Priority

1.1 Orders

An Order means the checkout record, order form, proposal, invoice, statement of work, or other ordering document that identifies the purchased Wayfinder subscription or services. Each Order should identify, as applicable:

• Customer legal name and billing contact;
• subscription tier, term, billing cycle, start date, renewal terms, and fees;
• included seats, learning-path or course capacity, add-ons, implementation services, or custom limits;
• payment method, invoicing terms, taxes, discounts, promotional credits, or offer codes; and
• any product-specific or deal-specific terms approved by Robbclan.

1.2 Order of Precedence

If documents conflict, the following order controls only for that conflict:

1. a signed amendment or data processing addendum;
2. the applicable Order;
3. this Agreement;
4. incorporated policies or documentation.

Customer purchase orders are for administrative convenience only and do not modify this Agreement unless Robbclan expressly agrees in writing.

2. Platform Access and Use

2.1 Subscription Grant

During the applicable subscription term and subject to this Agreement and the Order, Robbclan grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Customer and its authorized users to access and use Wayfinder for Customer's internal training, customer education, partner enablement, curriculum operations, and other permitted business purposes within the purchased entitlements.

2.2 Authorized Users and Audiences

Customer may authorize employees, contractors, customers, partners, learners, editors, tenant administrators, and other users permitted by the purchased tier and configured audience controls. Customer is responsible for:

• determining which users should have access;
• configuring audience and tenant controls appropriately;
• keeping credentials, access tokens, integration secrets, and administrator accounts secure; and
• user activity under Customer's tenant except to the extent caused by Robbclan's breach of this Agreement.

2.3 Entitlements and Capacity

Wayfinder may enforce plan entitlements, including seat counts, learning-path counts, assignable or stored course capacity, audience availability, context storage, templates, branding, integrations, add-ons, or other limits identified in the Order or current product documentation. Customer may purchase additional capacity if offered by Robbclan. Unless an Order states otherwise, capacity is measured for the tenant as configured in Wayfinder, not by Customer's preferred internal accounting method.

2.4 Changes to the Platform

Robbclan may improve, modify, or replace features over time. Robbclan will not intentionally remove the core paid functionality of an active subscription tier during its current term without a commercially reasonable substitute or notice where practicable.

3. Customer Content, Generated Content, and AI Features

3.1 Customer Content

Customer Content means prompts, source documents, media, data, integrations, user submissions, learning materials, branding, and other content Customer or its users provide to Wayfinder. Customer retains its rights in Customer Content.

Customer grants Robbclan a limited license to host, copy, process, transmit, display, and use Customer Content as needed to provide, secure, support, maintain, and improve Wayfinder for Customer and as otherwise permitted by this Agreement, the Order, or Customer instructions.

3.2 Generated Content

Wayfinder may generate learning paths, outlines, courses, assessments, coaching prompts, summaries, feedback, reports, or other outputs using AI-enabled workflows (Generated Content). As between the parties and subject to applicable law, third-party rights, and Customer's obligations under this Agreement, Customer may use Generated Content created for Customer within and outside Wayfinder for Customer's business purposes.

3.3 Human Review and Training Responsibility

Customer understands that AI-enabled outputs may be incomplete, inaccurate, biased, duplicated, or unsuitable without review. Customer is responsible for:

• reviewing Generated Content before relying on it for instruction, certification, safety, compliance, employment, customer commitments, or operational decisions;
• securing subject-matter review where appropriate;
• determining whether courses, coaching, quizzes, exams, and completion records meet Customer's standards; and
• ensuring that uploaded or generated materials are appropriate for the selected learner audience.

3.4 No Professional Advice

Wayfinder supports learning operations and content workflows. It does not provide legal, medical, tax, safety, regulatory, human-resources, certification, or other professional advice, and Generated Content is not a substitute for qualified review.

4. Acceptable Use

Customer and its users will not:

• use Wayfinder unlawfully or to violate privacy, intellectual-property, export-control, sanctions, employment, education, discrimination, or safety requirements;
• upload malware, ransomware, exploit code, unlawful content, or content that Customer is not authorized to use;
• attempt to bypass tenant boundaries, entitlement limits, authentication, authorization, rate limits, or security controls;
• probe, scan, reverse engineer, scrape, or interfere with Wayfinder except as permitted by law or a written Robbclan authorization;
• use Wayfinder to create deceptive impersonation, abusive surveillance, discriminatory scoring, or harmful automated decision systems; or
• use Wayfinder in a way that materially degrades the service for others.

Robbclan may suspend access to prevent security harm, legal exposure, abuse, nonpayment, or material breach, using reasonable efforts to limit the suspension to the affected tenant, user, or feature where practicable.

5. Integrations, MCP, and Third-Party Services

5.1 Integrations

Wayfinder may connect with third-party documentation systems, payment providers, AI model providers, identity or trusted-access systems, LMS packages, MCP-compatible assistants, and other services. Customer is responsible for authorizing integrations, configuring access scopes, complying with third-party terms, and deciding what Customer Content is shared through those integrations.

5.2 Third-Party Services

Third-party services are governed by their own terms and availability. Robbclan is not responsible for third-party services, third-party outages, or third-party changes outside Robbclan's reasonable control, but Robbclan remains responsible for its own obligations under this Agreement.

5.3 Assistant and MCP Use

Where Customer uses Wayfinder through MCP, MCP-UI, an AI assistant, an API, or another agent interface, Customer remains responsible for user authorization, tool permissions, review of agent actions, and safeguarding credentials or tokens. Wayfinder records and approval workflows remain the system of record only to the extent configured and supported by the applicable feature.

6. Security, Privacy, and Data

6.1 Security

Robbclan will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Wayfinder and Customer Content against unauthorized access, disclosure, alteration, and destruction. Customer acknowledges that no system is perfectly secure and will promptly notify Robbclan of suspected credential compromise or unauthorized tenant activity.

6.2 Privacy and Policies

Customer's use of Wayfinder is subject to Robbclan's privacy notice at https://wayfinder.robbclan.com/privacy-policy and any product notices shown in Wayfinder for specific features. If the parties execute a data processing addendum (DPA), the DPA controls for personal-data processing covered by it.

6.3 Customer Instructions and Data Rights

Customer is responsible for determining the lawful basis for Customer Content it supplies, obtaining required notices or consents, honoring applicable data-subject and learner-rights obligations, and configuring retention or privacy settings available to Customer.

6.4 Aggregated and De-Identified Data

Robbclan may use operational telemetry, security logs, product analytics, and aggregated or de-identified information to maintain, secure, analyze, and improve Wayfinder, provided that Robbclan does not disclose Customer Content in a manner that identifies Customer or an individual except as permitted by this Agreement, law, or Customer instructions.

7. Intellectual Property

Robbclan and its licensors retain all rights in Wayfinder, its software, models, workflows, documentation, templates supplied by Robbclan, branding, and improvements. Except for the subscription rights expressly granted, no rights are transferred to Customer by implication or otherwise.

Customer retains rights in Customer Content. Customer feedback may be used by Robbclan without obligation to Customer, provided Robbclan does not identify Customer publicly without permission.

8. Fees, Billing, Taxes, and Renewal

8.1 Fees

Customer will pay the fees in the Order. Fees are stated in U.S. dollars unless the Order states otherwise. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement, the Order, or applicable law.

8.2 Payment

For card-backed purchases, Customer authorizes Robbclan and its payment provider to charge the selected payment method for applicable subscription fees, add-ons, taxes, and approved renewals described in the Order or checkout. For invoice purchases, Customer will pay invoices by the due date in the Order or, if none is stated, within thirty (30) days after invoice date.

8.3 Taxes

Fees exclude taxes unless stated otherwise. Customer is responsible for sales, use, value-added, withholding, and similar taxes arising from the purchase, excluding taxes based on Robbclan's net income. If Customer claims tax exemption, Customer must provide valid documentation before billing where required.

8.4 Renewal and Cancellation

Renewal terms must be stated in the Order or checkout. If an Order states that a subscription renews automatically, the subscription renews for the stated renewal period unless Customer cancels or gives non-renewal notice as described in the Order, checkout flow, or billing interface before renewal. If no automatic renewal is stated, continued access after the term requires renewal or another Order.

Cancellation ends future renewal or future billing as specified in the Order; it does not erase fees already due for the committed term unless required by law or agreed in writing.

8.5 Nonpayment

Robbclan may apply grace-period, downgrade, suspension, or cancellation handling described in the Order, billing interface, or product documentation for overdue undisputed amounts. Customer will promptly notify Robbclan of good-faith billing disputes and pay undisputed amounts when due.

8.6 Digital Delivery

Wayfinder is delivered electronically. Unless an Order states a different onboarding or implementation timeline, subscription access is made available after account activation, purchase processing, tenant provisioning, and any required administrator setup. Wayfinder is not a shipped physical product, and service availability may depend on Customer completing account, payment, identity, integration, or configuration steps.

9. Support and Services

Robbclan will provide standard product support through the channels made available for the applicable subscription, including Sales or support contacts identified by Robbclan. Implementation, migration, custom content, consulting, integration work, or premium support is included only if stated in an Order or statement of work.

10. Confidentiality

Confidential Information means non-public business, technical, security, pricing, product, or customer information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential. Confidential Information excludes information that the recipient can show:

• is or becomes public without breach;
• was already known without confidentiality obligation;
• is received lawfully from a third party without confidentiality obligation; or
• is independently developed without use of the discloser's Confidential Information.

The recipient will use Confidential Information only to perform or receive benefits under this Agreement and will protect it using reasonable care, at least the care used for its own similar information. The recipient may disclose Confidential Information to personnel, advisors, and contractors who need to know and are bound to protect it, or as required by law after notice where legally permitted.

11. Warranties and Disclaimers

11.1 Mutual Authority

Each party represents that it has authority to enter into this Agreement.

11.2 Limited Service Warranty

Robbclan warrants that Wayfinder will materially conform to the then-current documentation for the purchased subscription under normal authorized use. Customer's exclusive remedy for breach of this warranty is for Robbclan to use commercially reasonable efforts to correct the nonconformity or, if Robbclan cannot do so within a reasonable time, terminate the affected subscription and refund prepaid unused fees for the terminated portion.

11.3 Disclaimer

Except as expressly stated, Wayfinder, Generated Content, beta features, free tiers, and third-party services are provided "as is" and "as available." To the maximum extent permitted by law, Robbclan disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that Generated Content will be error-free, unique, or suitable for Customer's use without review.

12. Indemnification

12.1 Robbclan IP Indemnity

Robbclan will defend Customer against a third-party claim that Wayfinder, when used as authorized under this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay finally awarded damages or settlements approved by Robbclan. Robbclan has no obligation to the extent a claim arises from Customer Content, third-party services, unauthorized modification, use outside this Agreement, or combination with items not supplied by Robbclan where the claim would not otherwise arise.

If an infringement claim is likely, Robbclan may modify Wayfinder, replace the affected functionality, obtain rights for continued use, or terminate the affected subscription and refund prepaid unused fees for the terminated portion.

12.2 Customer Indemnity

Customer will defend Robbclan against third-party claims arising from Customer Content, Customer's unlawful use of Wayfinder, Customer's violation of Section 4, or Customer's use of Generated Content after Customer review in a way that violates law or third-party rights, and will pay finally awarded damages or settlements approved by Customer.

12.3 Process

The indemnified party must promptly notify the indemnifying party, give reasonable cooperation at the indemnifying party's expense, and allow control of the defense and settlement, except that no settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

13. Limitation of Liability

To the maximum extent permitted by law:

1. neither party is liable under this Agreement for lost profits, lost revenue, business interruption, loss of goodwill, or indirect, incidental, consequential, special, punitive, or exemplary damages; and
2. each party's total aggregate liability arising out of this Agreement is limited to the fees paid or payable by Customer to Robbclan under the affected Order during the twelve (12) months before the event giving rise to the claim.

The limitations do not apply to Customer's payment obligations, either party's fraud or willful misconduct, breach of confidentiality, Customer's violation of Robbclan intellectual-property rights, or indemnification obligations to the extent those exclusions are enforceable under applicable law.

14. Term and Termination

14.1 Agreement Term

This Agreement begins on the Effective Date and continues until all Orders expire or terminate.

14.2 Termination for Cause

Either party may terminate this Agreement or an affected Order if the other party materially breaches and does not cure within thirty (30) days after written notice. Robbclan may terminate or suspend sooner for nonpayment after reasonable notice, illegal use, or security risk where delay would be harmful.

14.3 Effect of Termination

Upon expiration or termination, Customer's access rights end except for limited access Robbclan may provide for export or transition. Sections intended to survive, including payment obligations, confidentiality, intellectual property, disclaimers, liability limits, and dispute terms, survive.

14.4 Data Export and Deletion

Customer should export Customer Content before termination where export tools are available. After termination, Robbclan may delete or de-identify Customer Content according to its retention practices, legal obligations, backups, security needs, and any DPA or Order requirements.

15. General Terms

15.1 Publicity

Robbclan will not use Customer's name or logo in public marketing without Customer permission, except as necessary to identify Customer in account, billing, support, or legal records.

15.2 Assignment

Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with merger, acquisition, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Any prohibited assignment is void.

15.3 Notices

Legal notices to Robbclan must be sent to legal@robbclan.com and 8 The Green, Dover, Delaware 19901. Notices to Customer may be sent to the billing, administrator, or notice contact in the Order or tenant account. Until Robbclan publishes a different purchase contact, Sales-led purchase, renewal, cancellation, and non-renewal inquiries may be sent to sales@robbclan.com.

15.4 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment obligations, if the affected party uses reasonable efforts to mitigate.

15.5 Governing Law and Venue

This Agreement is governed by the laws of Delaware, excluding conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in The Delaware Court of Chancery in Kent County, Delaware, unless an Order states otherwise.

15.6 Entire Agreement; Updates

This Agreement and the Orders are the complete agreement about the purchased Wayfinder services and supersede prior discussions on that subject. Amendments must be written and agreed by authorized representatives unless this Agreement is accepted online for a new Order referencing an updated version. Robbclan may update standard online terms prospectively for future Orders or renewals, with the version accepted for an active committed term continuing to govern that term unless law or a written amendment requires otherwise.

15.7 Electronic Acceptance and Counterparts

Electronic signatures, checkout acceptance, click-through acceptance, and counterparts are valid means of agreement.