Kinetry Master Subscription Agreement

Effective: July 20, 2026

This Master Subscription Agreement ("MSA" or "Agreement") is entered into between Kalgren Consulting LLC, a Minnesota limited liability company doing business as Kinetry ("Kinetry," "Company," "we," or "us"), and the organization that accepts it ("Customer" or "you"). This MSA governs Customer's subscription to and use of the Kinetry platform and related services (the "Service"). By clicking "I agree" (or a similar control), signing or issuing an Order Form, or accessing or using the Service, Customer accepts this Agreement and the documents it incorporates. The Service is offered to organizations located in the United States only.

1. Structure of the Agreement

This MSA is the master framework agreement between the parties. It incorporates by reference the documents listed in §2 (the "Incorporated Documents"), each of which is an exhibit to and part of this Agreement. Together, this MSA, the Incorporated Documents, and any Order Form form a single agreement (the "Agreement") that governs Customer's subscription. This MSA sets the commercial and framework terms; the Incorporated Documents set the operational, legal, privacy, security, and use terms and are not restated here.

2. Incorporated Documents (Exhibits)

The following documents are incorporated into and made part of this Agreement as published or otherwise made available by Kinetry:

Exhibit A — Terms of Service: the operational and legal terms of the Service, including intellectual-property, confidentiality, warranty-disclaimer, liability-limitation, indemnification, and governing-law provisions.
Exhibit B — Privacy Policy: how Kinetry collects, uses, discloses, retains, and protects personal information, and the two roles the parties play with respect to data.
Exhibit C — Data Processing Addendum (DPA): the terms under which Kinetry processes Customer Data as Customer's service provider or processor, including subprocessors and handling of data-subject requests.
Exhibit D — AI Use Addendum: how the Service uses AI to generate coaching content, the human-review requirement, and the commitment not to train general-purpose models on Customer Data.
Exhibit E — Acceptable Use Policy (AUP): prohibited uses and content restrictions.
Exhibit F — Security Overview: Kinetry's technical and organizational security measures.

If Kinetry updates an Incorporated Document, the update applies as provided in that document and in the Terms of Service. Material changes are notified and, where required, call for re-acceptance.

3. Definitions

Capitalized terms not defined here have the meanings given in the Terms of Service.

"Order Form" — an ordering document, or an in-product purchase or upgrade flow, that references this Agreement and states the subscription tier, billing period, quantities, and fees.
"Subscription Term" — the period stated on the Order Form or established at purchase during which Customer is licensed to use the Service.
"Rated Seat" — each named individual who is scored by the Service during a billing period.
"Assessor" — an individual who submits assessments of others (a Rater in multi-rater mode, or the designated advisor in advisor mode) and who is not, by virtue of that role, a Rated Seat.
"Rater" — an Authorized User who submits assessment responses about another individual (or a self-assessment about themselves): in multi-rater (360) mode, one of several individuals whose combined responses produce Results; in advisor (single-assessor) mode, the Customer's designated advisor as sole assessor. "Rater" has the meaning given in the Terms of Service.
"Participant" — an individual about whom, or by whom, assessments are collected in Customer's workspace.
"Customer Data," "Results," "Authorized User" — as defined in the Terms of Service.

4. Authority to Bind; Acceptance

The individual who accepts this Agreement represents and warrants that they are authorized to bind Customer to it. Acceptance may occur by click-through, by signing or issuing an Order Form, or by accessing or using the Service, and binds the Customer organization, not the individual personally. Kinetry records acceptance — including the identity of the accepting individual (account email), the version of this MSA and of each Incorporated Document accepted, and the date and time of acceptance. That record is the parties' evidence of acceptance and of the versions in effect. If a document is materially changed, continued use after its effective date, or re-acceptance where prompted, constitutes acceptance of the new version.

5. The Subscription

Subject to this Agreement and payment of applicable fees, Kinetry grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Customer's internal business purposes. The Service scores workplace behaviors for named individuals in one of two modes — multi-rater ("360") mode, in which multiple raters assess a person, or advisor (single-assessor) mode, in which a designated advisor authors the assessments and Participants need not log in. The Service is offered in tiers, including a free tier, whose limits and features are described at purchase or on the Order Form and may change as provided in the Terms of Service.

6. Subscription Term and Renewal

Unless an Order Form states otherwise, paid subscriptions are billed monthly or annually as selected at purchase and renew automatically for successive periods of the same length until cancelled. Customer may cancel renewal through the billing portal or as described in the Terms of Service; cancellation takes effect at the end of the then-current billing period. The free tier continues until closed by either party and may be modified or discontinued as provided in the Terms of Service.

7. Fees and Billing

Per rated seat. Paid fees are charged per Rated Seat for each billing period, at the price stated at purchase or on the Order Form. Seat counts are trued up at assessment-cycle close, consistent with the Terms of Service.
Assessors are free. Individuals who only submit assessments — raters in 360 mode and the designated advisor in advisor mode — are not counted as Rated Seats and are not separately charged for that role.
Billing period. Fees are billed monthly or annually in advance, as selected.
Free tier. The free tier is provided at no charge, as-is, subject to its published limits, and may be modified or discontinued at any time.
Payment processing. Paid subscriptions are handled through Kinetry's payment processor's hosted checkout and billing portal. Card data is entered directly with the processor and never passes through Kinetry's servers or interfaces; Kinetry stores only the processor's customer and subscription identifiers.
Taxes, non-refundability, and price changes. Fees are exclusive of taxes, are non-refundable except as required by law, and may change as provided in the Terms of Service (currently on at least 30 days' notice, effective at the next renewal).

8. Customer Consent and Notice Obligations

Customer is solely responsible for providing the notices to, and obtaining the consents and authorizations from, its Participants and other Authorized Users that are required by applicable law or Customer's own policies before assessments are collected about or by them. Before a Participant takes part, Customer must make available the information and obtain the acknowledgments described in the Privacy Policy and presented through the Service's in-product participant-consent flow — including the purpose of the assessment, the types of information sought, how responses are analyzed, whether identifiable results are available within Customer's organization and to whom, that AI analysis is an integral part of the Service, and the Participant's applicable privacy rights. Customer is responsible for the lawful basis of its use of the Service under applicable employment, privacy, and labor laws.

9. Prohibited Data; HIPAA

Customer must not submit to the Service, and must instruct its Participants not to submit, protected health information or other regulated medical records, or the sensitive categories the Privacy Policy asks Participants to withhold (including financial account information, and information about religion, politics, union membership, health or disability, genetics, biometrics, or sexual orientation). The Service is not designed for, and must not be used with, protected health information, and Kinetry is not a HIPAA "business associate," unless the parties agree otherwise in a separate written agreement. Customer is responsible for keeping such data out of the Service.

10. Data Protection, AI, Acceptable Use, and Security

The parties' respective rights and obligations concerning personal data, AI-generated content, acceptable use, and security are set out in the Privacy Policy, the Data Processing Addendum, the AI Use Addendum, the Acceptable Use Policy, and the Security Overview, each incorporated by §2 and not restated here. In summary, and without limiting those documents: Kinetry processes Customer Data to provide the Service and in accordance with Customer's instructions; AI-generated coaching content is decision-support that requires human review and is never an automated employment decision; and Kinetry maintains the technical and organizational measures described in the Security Overview.

11. Order Forms and Order of Precedence

A purchase may be documented by an Order Form or completed through the in-product purchase or upgrade flow, either of which references and is governed by this Agreement. In the event of a conflict among the parts of the Agreement, the following order of precedence controls, from highest to lowest:

the Order Form (only as to the specific terms it expressly states, such as tier, quantities, fees, and term);
this MSA;
the Incorporated Documents.

Among the Incorporated Documents, a document that specifically addresses a subject controls over one that addresses the same subject only generally. No term on a Customer purchase order or vendor-onboarding form binds Kinetry unless Kinetry signs it.

12. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Kinetry's prior written consent, except to a successor in a merger, reorganization, or sale of all or substantially all of its assets or equity, provided the successor is not a competitor of Kinetry and assumes this Agreement in writing. Kinetry may assign this Agreement to an affiliate or to a successor in connection with a merger, reorganization, or sale of assets. Any attempted assignment in violation of this section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

13. Notices

Legal notices to Kinetry must be sent to legal@kinetry.ai and, if a physical address is required, to Kalgren Consulting LLC (d/b/a Kinetry), 4 Radley Pl, St Paul, MN 55127. Notices to Customer may be sent to the administrator email addresses on Customer's account or posted in-product. Routine operational notices (sign-in links, cycle and results notifications, and billing receipts) are delivered by email or in-product.

14. Ownership of Data and Intellectual Property

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data, including the assessment responses, notes, roster information, and outcome metrics that Customer and its Authorized Users submit to the Service, and the Results computed for Customer. Kinetry claims no ownership of Customer Data and will access and use it only to provide, support, secure, and improve the Service and as described in the Terms of Service, the Privacy Policy, the Data Processing Addendum, and the AI Use Addendum. Customer grants Kinetry a non-exclusive, worldwide license to host, process, transmit, and display Customer Data and Results solely to provide and support the Service and as instructed by Customer.

Kinetry and its licensors own and retain all right, title, and interest in and to the Service, including its software, user interfaces, behavioral framework, scoring methodologies and weighting systems, models, documentation, and all related intellectual property, and in any Aggregated Data created as permitted by the Terms of Service and Privacy Policy, which does not identify Customer or any individual. Except for the limited right to access and use the Service expressly granted in this Agreement and the Terms of Service, no rights are granted to Customer by implication or otherwise.

15. Governing Law; Dispute Resolution; Binding Individual Arbitration; Class-Action Waiver

This Agreement is governed by the laws of the State of Minnesota, excluding its conflict-of-law rules. Subject to the arbitration provision below, and wherever that provision is held not to apply, the exclusive venue for any dispute is the state and federal courts located in Hennepin County, Minnesota, and each party consents to personal jurisdiction there.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING THE RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved exclusively through binding, individual arbitration rather than in court. Customer and Kinetry each waive any right to a trial by jury and any right to participate in a class, collective, consolidated, representative, or private attorney general proceeding. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The detailed dispute-resolution procedures — including the mandatory informal-resolution step, administration by the American Arbitration Association, the coordinated mass-arbitration batching protocol, the conspicuous 30-day opt-out right, and severability — are set out in Section 20 of the Terms of Service (Exhibit A) and are incorporated into this Agreement by reference. In the event of any conflict between this Section and Section 20 of the Terms of Service, Section 20 of the Terms of Service controls.

16. General

This Agreement, including the Incorporated Documents and any Order Form, is the entire agreement between the parties on its subject matter and supersedes prior proposals and understandings. The parties are independent contractors. Terms concerning warranties, disclaimers, limitation of liability, intellectual property, confidentiality, indemnification, term and termination, suspension, and data export and deletion are set out in the Terms of Service and other Incorporated Documents and apply to this Agreement; governing law, dispute resolution, and data ownership are stated in §§14–15 above and, in further detail, in the Terms of Service. If a provision is held unenforceable, the remainder stays in effect. Kinetry's failure to enforce a provision is not a waiver.

Contact: legal@kinetry.ai · Kalgren Consulting LLC (d/b/a Kinetry), Minnesota, USA