TheTop Engine and Transparency Dashboard

General Terms and Conditions · Software License Agreement · Last updated October 12, 2026

Part A. General Terms

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent of the voting interests.

"AI Provider" means any third party that supplies artificial intelligence models, assistants, agents, developer tools, or related services which Customer connects to the Services or whose usage the Services measure, including model providers, cloud-hosted model services, model aggregators, and artificial intelligence features embedded in other applications. TheTop is not an AI Provider and does not supply, host, train, or control any AI Provider's models.

"Authorized User" means an employee, contractor, agent, or automated system of Customer or its Affiliates that Customer permits to use the Services or whose artificial intelligence usage Customer connects to the Services.

"Connected Accounts" means the AI Provider accounts, workspaces, seats, keys, administrative, compliance, and analytics interfaces, identity or directory services, and other systems Customer connects to the Services or authorizes TheTop to access.

"Supported Providers" means the AI Providers, models, and integration methods that TheTop actually supports at a given time, as TheTop may publish or confirm in writing and update from time to time. The set of Supported Providers is expected to change during the term. A reference to an AI Provider in marketing materials, demonstrations, discussions, this Agreement, or Exhibit A does not make it a Supported Provider.

"Services" means the Transparency Dashboard and, if activated, TheTop Engine, in each case as made available by TheTop from time to time, together with any Installed Components and any related documentation TheTop makes available (the "Documentation").

"Gateway" means the endpoint, proxy, or other intermediary operated by or for TheTop through which Customer directs artificial intelligence traffic in order to use TheTop Engine.

"Installed Components" means any plugin, hook, connector, extension, command-line configuration, agent integration, script, or other software that TheTop provides for installation or configuration in Customer's tools, devices, or environments in order to connect them to the Services.

"Customer Data" means the data Customer or its Authorized Users submit to, or that passes through or is generated through use of, the Services, including account, usage, billing, and directory information drawn from Connected Accounts and, where the Engine, the Gateway, an Installed Component, or a content-based feature is used, the prompts, responses, files, conversation history, session transcripts, and other content transmitted through or collected by it ("Customer Content").

"Memory" means the facts, summaries, profiles, entity relationships, and other information that the Engine extracts, derives, or stores from Customer Content or that Authorized Users save, and that the Engine may supply as context to later requests.

"Usage Metadata" means counts, patterns, token figures, cost figures, timestamps, classifications, fingerprints, hashes, embeddings, performance and quality signals, and similar derived or technical data that the Services compute from Customer Data or from Customer's use of the Services, as distinct from the underlying Customer Content itself.

"Aggregated Data" means data derived from Customer Data or Usage Metadata that has been aggregated or de-identified so that it does not identify Customer or any individual.

"Annual AI Spend Managed" means the trailing twelve-month total of Customer's AI Provider spend that is connected through the Gateway, across all connected AI Providers, as determined by TheTop under Section 7.

"Beta Features" means any feature, capability, integration, or Supported Provider that TheTop identifies as beta, early access, preview, limited availability, or in staged rollout, or that is otherwise not designated by TheTop as generally available.

"Free Services" means any Services or features that TheTop makes available to Customer without charge, including any free, trial, pilot, proof of concept, evaluation, or promotional access, for as long as no fee applies to them.

"Order Form" means the signature page, online ordering or activation flow, or other ordering document that references these Terms and sets out the Parties, pricing, and term. The Order Form, these Terms, and any exhibits together form the "Agreement."

"Effective Date" means the effective date stated on the Order Form or, if there is none, the date Customer first accepts these Terms.

2. The Services

Transparency Dashboard. A read-only reporting layer intended to give visibility into artificial intelligence spend, usage patterns, and risk signals across Customer's Connected Accounts, to the extent the relevant AI Provider exposes administrative, analytics, audit, compliance, or billing interfaces that TheTop has integrated. It does not intercept, alter, or route traffic and does not by itself reduce spend. Part B applies to the Dashboard.

TheTop Engine. An optional layer that, once Customer directs traffic through the Gateway, may offer some or all of the following, depending on the AI Provider, connection mode, and feature set available at the time: routing a request to a different model according to Customer's policies, serving a cached response, drawing on Memory, applying configurable policies, spend limits, and guardrails, and reporting estimated savings against a baseline. Part C applies to the Engine.

Descriptions are not commitments. Descriptions of the Services in this Agreement, Exhibit A, the Documentation, TheTop's website, proposals, demonstrations, benchmarks, release notes, roadmaps, and marketing materials describe functionality that may be available. They are not a commitment that any particular feature, capability, model, connection mode, or Supported Provider exists, will be delivered, will be available for any particular AI Provider, or will continue to be available. Customer's decision to enter into this Agreement is based on the Services as they exist on the Effective Date, and not on any future functionality or on any oral or written statement about future functionality.

Connection modes. Depending on what an AI Provider exposes and what TheTop has integrated, the Services may connect to Customer's artificial intelligence usage in one or more ways, including (a) seat-based and end-user applications, generally measurable on a read-only basis only, and on which savings generally cannot arise because those surfaces offer no mechanism to substitute a model; (b) developer and command-line tools; (c) direct programmatic traffic, including agents, applications, and models consumed through a cloud marketplace or aggregator, which may support routing, caching, memory, and guardrails when Customer directs that traffic through the Gateway; and (d) artificial intelligence embedded in other applications, generally countable for coverage and adoption only. TheTop does not commit that any connection mode is or will be available for any particular AI Provider.

Deployment and hosting. TheTop determines how the Services are deployed and hosted, which may include dedicated or shared infrastructure operated by TheTop or its hosting providers, and may change that architecture at any time. Where any part of the Services is deployed in an account or environment that Customer owns or controls, Customer is responsible for that account or environment, including its security, configuration, availability, and cost, and TheTop is not responsible for any failure of the Services caused by it.

Changes to the Services. TheTop may modify the Services, including their features, interfaces, architecture, hosting, and Supported Providers, at any time. TheTop will use reasonable efforts to avoid materially reducing the core functionality of a paid, generally available feature during a paid term without reasonable notice, but is not otherwise restricted in how it evolves the Services.

Support. TheTop will provide support in the manner and during the hours it generally offers to its customers. No support response time or resolution time applies unless stated in a written service level addendum signed by both Parties.

3. Supported Providers and New Integrations

Customer may connect any AI Provider that is a Supported Provider at the time of connection, and doing so does not require an amendment to this Agreement. These Terms apply to each newly connected AI Provider from connection, and Engine fees apply to the resulting Annual AI Spend Managed under the same rate card. The capabilities available for a newly connected AI Provider may differ from those available for other providers.

TheTop does not represent or warrant that it supports, or will in the future support, any particular AI Provider, model, model version, integration method, or capability, and is under no obligation to add any of them. TheTop may add, modify, limit, or discontinue support for any AI Provider, model, or integration method, and may change how a capability is delivered, at any time. If an AI Provider changes, restricts, deprecates, prices, or withdraws an interface, model, or policy in a way that affects a capability, TheTop may modify or discontinue the affected capability, with reasonable notice where practical and without liability.

Customer's sole and exclusive remedy for any modification or discontinuation under this Section 3 or Section 2 is to stop using the affected capability and, where Customer has prepaid a separately stated fee for that specific capability, to receive a pro rata refund of the prepaid, unused portion of that fee. If Customer asks TheTop to support an AI Provider or capability that is not then available, TheTop may decline, or may agree in writing subject to a separate statement of work, additional fees, or a schedule TheTop determines. Any such statement does not become binding until signed by both Parties.

4. License Grant and Acceptable Use

Subject to this Agreement and timely payment of any fees due, TheTop grants Customer a nonexclusive, nontransferable, nonsublicensable, revocable license, for the term of this Agreement, to access and use the Services, and to install and use the Installed Components in object code or as otherwise delivered, solely for Customer's own internal business purposes in accordance with the Documentation. Customer may permit its Affiliates and Authorized Users to use the Services under this license, and Customer is responsible for their acts and omissions as if they were its own. All rights not expressly granted are reserved by TheTop and its licensors.

Customer will not, and will not permit any third party to: sublicense, resell, rent, lease, or provide the Services to any third party or use them on a service-bureau basis; reverse engineer, decompile, or attempt to derive the source code, models, prompts, routing logic, memory logic, or classifiers of the Services, except to the extent applicable law prohibits that restriction; use the Services or any output, benchmark, or performance data to build, train, or assist a competing product or service; publish or disclose to any third party any benchmark, performance, or comparative test of the Services without TheTop's prior written consent; scrape, crawl, or systematically extract data from the Services; interfere with or circumvent any security, rate-limiting, metering, or access control of the Services; probe, scan, or test the vulnerability of the Services without TheTop's prior written consent; share credentials among individuals or allow access by anyone other than Authorized Users; introduce malicious code; remove or alter any proprietary notices; use the Services in violation of any AI Provider's terms; use the Services for any unlawful, harmful, or infringing purpose; or use the Services in connection with any activity where failure or error of the Services could lead to death, personal injury, or severe physical or environmental damage, or as the sole basis for any decision with legal or similarly significant effects on individuals. TheTop may monitor use of the Services for compliance with this Section.

5. Customer Responsibilities and Connected Accounts

Customer is solely responsible for: maintaining its own agreements with each AI Provider and paying those providers directly; having the authority and rights to connect the Connected Accounts and to authorize TheTop's access to them, and confirming that doing so is permitted under each AI Provider's terms; the accuracy and effect of its own configuration, including budgets, routing policies, model policies, guardrail rules, memory settings, caching settings, access roles, and savings baselines; the content of Customer Content and its suitability for transmission to any AI Provider; reviewing and validating any output of an AI Provider before relying on it; securing its credentials, keys, and administrative access; maintaining its own backups of Customer Data; ensuring that its use of the Services complies with its AI Provider agreements and applicable law; and providing any notices to, and obtaining any consents from, its personnel and any other individuals that measurement, analytics, storage, or processing of their artificial intelligence usage or data may require.

Credentials and keys. Customer authorizes TheTop to store and use the keys, tokens, and other credentials Customer provides for the Connected Accounts for the purpose of providing the Services. Customer will provide credentials with no more privilege than the Services require, will rotate or revoke any credential it believes is compromised, and will notify TheTop promptly of any suspected unauthorized use of the Services. Customer is responsible for all activity that occurs under its accounts and credentials, other than activity caused by TheTop's breach of this Agreement.

Restricted data. Customer will not submit to the Services, or direct through the Gateway, any data whose processing is subject to specific legal or contractual requirements that the Services are not designed to meet, including protected health information, payment card data, government-issued identifiers, classified or export-controlled technical data, biometric data, or data of children, unless TheTop has agreed in writing to receive that category of data. The Services' detection features, where enabled, are a convenience and do not shift this responsibility.

Reliance on Customer instructions. TheTop may rely on instructions, approvals, and configurations submitted by Customer's authorized administrators or through valid credentials, and is not responsible for actions taken through them.

6. Feedback and Publicity

Customer may choose to give TheTop feedback, suggestions, or ideas about the Services and is never obligated to do so. If Customer does, Customer grants TheTop a perpetual, worldwide, royalty-free, irrevocable, sublicensable license to use, incorporate, and commercialize that feedback without payment, attribution, or other obligation to Customer. TheTop will not publicly attribute specific feedback to Customer, and will not use Customer's name or logo in marketing, on its website, or in a customer list without Customer's prior written consent, which may be given by email.

7. Fees and Payment

Fees are set out on the Order Form and, for TheTop Engine, in the rate card in Exhibit A. Except as expressly stated on the Order Form, fees are quoted and payable in United States dollars, are exclusive of applicable taxes (which are Customer's responsibility other than taxes on TheTop's net income), and are due within thirty days of invoice, without setoff, counterclaim, or deduction. Engine fees are calculated monthly on Annual AI Spend Managed across all connected AI Providers and are invoiced in arrears. Where the Order Form provides a promotional, discounted, or no-charge period, that pricing applies only for the stated period and only to the Services stated, and standard pricing applies thereafter as described on the Order Form.

Amounts Customer owes its AI Providers are separate from fees owed to TheTop, are Customer's sole responsibility, and are not reduced, credited, offset, or guaranteed by this Agreement or by any savings figure shown in the Services. Fees are owed whether or not Customer realizes any savings. TheTop may determine Annual AI Spend Managed from data collected by the Services, from provider reports, and from reasonable estimates where provider data is incomplete or delayed, and where usage was understated for any period TheTop may invoice the difference for up to the prior twelve months. TheTop may, on reasonable notice and not more than once per year, request records reasonably necessary to verify Annual AI Spend Managed. Fees paid are nonrefundable except where this Agreement expressly provides a refund.

TheTop may change list pricing effective on any renewal term by giving at least thirty days' notice before that term begins. Late amounts may accrue interest at the lesser of one and a half percent per month or the maximum rate allowed by law, Customer will reimburse TheTop's reasonable costs of collecting overdue amounts, and TheTop may suspend access to paid features, after notice, if undisputed fees remain unpaid for more than fifteen days. Customer will notify TheTop in writing of any good-faith fee dispute within thirty days of the invoice date; invoices not disputed in that period are deemed accepted.

8. Term and Termination

This Agreement has the term described on the Order Form and renews as described there unless earlier terminated under this Section. If no term is stated, this Agreement continues until terminated. Either Party may terminate this Agreement for convenience on thirty days' prior written notice. Termination for convenience by Customer does not entitle Customer to a refund of any prepaid fees and does not relieve Customer of any minimum commitment stated on the Order Form. Either Party may terminate immediately on written notice if the other Party materially breaches this Agreement and does not cure that breach within fifteen days of receiving notice describing it, or if the other Party becomes insolvent, files for bankruptcy, or ceases operations. TheTop may terminate or suspend any Free Services and any Beta Features at any time on notice.

TheTop may suspend or restrict access immediately, without advance notice, where reasonably necessary to prevent security risk, legal exposure, nonpayment, misuse, or harm to TheTop, to other customers, or to any AI Provider platform, or where an AI Provider requires it, and will notify Customer promptly after doing so. TheTop is not liable for any suspension made in good faith under this Section.

On termination or expiration, Customer's license ends, all accrued fees become due, Customer will stop directing traffic through the Gateway and will remove or disable all Installed Components and credentials issued by TheTop, each Party will return or destroy the other's Confidential Information on request (subject to routine backups and legal retention requirements), and TheTop will make Customer Data then held in the Services available for export in a format TheTop reasonably determines for thirty days, after which TheTop may delete it and has no further obligation to retain it. Customer is responsible for reconfiguring its own tools and applications so that they continue to operate without the Services. TheTop may retain Usage Metadata and Aggregated Data after termination. Sections 1, 4 (restrictions), 6, 7, and 9 through 21 survive termination, together with Sections 26, 27, 34, 36, 38, and 39 and any other provision that by its nature should survive.

9. Data, Security, and Privacy

Ownership and use. As between the Parties, Customer owns all Customer Data. TheTop will use Customer Data only to provide, support, secure, maintain, and improve the Services; to enforce this Agreement; to comply with law; and to generate Usage Metadata and Aggregated Data. TheTop does not sell Customer Content and does not use Customer Content to train artificial intelligence models that are made available to other customers. TheTop owns Usage Metadata and Aggregated Data and may use them for any lawful purpose during and after the term, including to operate, analyze, benchmark, and improve the Services and to develop new products, provided that TheTop does not disclose Aggregated Data in a form that identifies Customer.

What the Services process. The Transparency Dashboard processes account, usage, billing, and directory information drawn from Connected Accounts, as further described in Part B. When Customer activates the Engine and directs traffic through the Gateway or deploys Installed Components, the Services necessarily receive and process Customer Content, including prompts, responses, conversation history, and session transcripts, in order to route, cache, apply guardrails, and provide Memory, as further described in Part C. Certain features, including caching and Memory, store Customer Content or representations derived from it for as long as those features are enabled and for a reasonable period thereafter. TheTop designs its detection and reporting features to rely on Usage Metadata rather than on stored Customer Content where the feature allows, but TheTop does not represent that any feature operates without processing or storing Customer Content, and Customer is responsible for deciding which features to enable and which traffic to route through the Gateway in light of this.

Use of models by the Services. Certain features of the Services, including memory extraction, classification, summarization, and routing decisions, are themselves performed using machine learning models, which may include models supplied by third parties acting as TheTop's subprocessors or accessed through Customer's own Connected Accounts. Customer authorizes this processing.

Access to content. TheTop personnel do not access Customer Content in the ordinary course, and will access it only where necessary to operate or support a feature Customer has enabled, to respond to a support request, to investigate a security incident, suspected misuse, or a technical problem, or as required by law. TheTop maintains reasonable logging of its personnel's access to Customer Content and will make a summary available on Customer's reasonable written request. TheTop has no visibility into, and makes no representation about, access to Customer Data by any AI Provider or its personnel.

AI Providers and subprocessors. Customer acknowledges and instructs that the Services transmit Customer Data to the AI Providers Customer connects and, where applicable, to TheTop's hosting, infrastructure, and model providers, and authorizes TheTop to use such third parties as subprocessors. Each AI Provider's handling of Customer Data is governed solely by Customer's agreement with that AI Provider, and TheTop is not responsible for it. TheTop will make a current list of its subprocessors available on request.

Security. TheTop will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and the stage of the Services. TheTop does not guarantee that the Services will be free of vulnerabilities or that unauthorized access will never occur. TheTop will notify Customer without undue delay, and in any case within seventy-two hours, after confirming a security incident that has resulted in unauthorized access to Customer Data held by TheTop, and will provide information reasonably available to TheTop to help Customer meet its own notification obligations. Notification is not an admission of fault or liability. TheTop is not responsible for incidents arising from Customer's credentials, configuration, systems, or environments, or from any AI Provider.

Data protection roles. Where data protection law applies to Customer Data, Customer is the controller (or business) and TheTop is a processor (or service provider) acting on Customer's documented instructions, which consist of this Agreement and Customer's configuration of the Services. Where such law requires additional terms, the Parties will execute TheTop's then-standard data processing addendum, which on execution forms part of this Agreement. Customer is responsible for determining that its measurement, analytics, storage, and processing of personnel usage are lawful in each jurisdiction where its personnel work, and for any employee notice, consent, works council, or impact assessment process that determination requires. TheTop may process and store Customer Data in the United States and in any other jurisdiction where TheTop or its subprocessors operate. TheTop's Privacy Policy, published at thetop.com/privacy-policy, describes how TheTop handles personal information for which it is the controller and does not govern Customer Data.

Requests from individuals and authorities. If TheTop receives a request from an individual concerning personal data in Customer Data, TheTop may direct the individual to Customer. If TheTop receives a legal demand for Customer Data, TheTop will notify Customer where legally permitted and may comply with the demand to the extent it believes in good faith that the law requires.

Retention and deletion. TheTop retains Customer Data for as long as needed to provide the Services and as described in Section 8, and may retain copies in routine backups for a limited period and where required by law. Customer may request deletion of specific Customer Content from caching or memory features through the Services or by written request, and TheTop will act on that request within a commercially reasonable period.

10. Confidentiality

Each Party may receive confidential or proprietary information of the other Party, including this Agreement's terms, Customer Data, and nonpublic information about the Services, pricing, security, and roadmap (together, "Confidential Information"). Each Party will use the other's Confidential Information only to perform this Agreement, will protect it using at least the same care it uses for its own similarly sensitive information and no less than reasonable care, and will not disclose it to any third party except to employees, contractors, advisors, and (for TheTop) subprocessors and AI Providers as needed to provide the Services, who need to know it and are bound to confidentiality obligations at least as protective as this Section. These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party without an obligation of confidentiality, is independently developed without use of the disclosing Party's Confidential Information, or must be disclosed by law, provided the receiving Party gives prompt notice where legally permitted. These obligations survive for three years after termination, except that Customer Content and trade secrets remain protected for as long as they qualify as such under applicable law. Each Party agrees that a breach of this Section may cause harm that money damages cannot adequately remedy and that the disclosing Party may seek injunctive relief without posting a bond.

11. Intellectual Property

TheTop and its licensors own all right, title, and interest in and to the Services, including all software, Installed Components, models, prompts, routing logic, memory logic, classifiers, dashboards, Documentation, Usage Metadata, Aggregated Data, and all improvements, derivatives, and modifications, whether or not those improvements incorporate Customer feedback. No provision of this Agreement transfers any of that ownership to Customer, and no implied licenses are granted. Customer retains all right, title, and interest in Customer Data, including Memory content to the extent it consists of Customer Content, and in Customer's own systems, trademarks, and business information. Outputs generated by an AI Provider's models are governed by Customer's agreement with that AI Provider; TheTop claims no ownership of them and makes no representation about Customer's rights in them. Any third-party or open source software included in an Installed Component is licensed under its own terms. The Services are commercial computer software and commercial computer software documentation, and any government user receives only the rights set out in this Agreement.

12. Beta Features, Free Services, and Stage of the Services

Customer acknowledges that, as of the Effective Date, the Services are an early-stage product and that their features, interfaces, integrations, and Supported Providers are expected to change materially during the term. Certain features are offered as Beta Features, including capabilities described in Exhibit A that remain in staged rollout. TheTop will use reasonable efforts to identify Beta Features as such. Beta Features and Free Services are provided for evaluation, may be incomplete, may contain errors, may not be supported, and may be modified, limited, or discontinued at any time without liability, with notice where practical. Customer's use of a Beta Feature or a Free Service in production is at Customer's own risk. No service level, uptime, support response, or data durability commitment applies to any part of the Services unless the Parties execute a written service level addendum, and none applies to Beta Features or to Free Services in any event. TheTop's indemnification obligations under Section 17 do not apply to Beta Features or Free Services.

13. AI Providers and Other Dependencies

The Services depend on AI Providers and other third-party systems that TheTop does not control. TheTop is not a party to Customer's agreements with any AI Provider and is not responsible for any AI Provider's availability, performance, security, privacy practices, pricing, model behavior, outputs, model changes or deprecations, rate limits, terms, policy or contract changes, data accuracy, or decision to suspend or terminate Customer's account, and none of those events is a breach of this Agreement. TheTop's obligations are suspended to the extent performance depends on an AI Provider or other third-party system that is unavailable, has changed, or has restricted access. Customer is responsible for confirming that connecting an AI Provider to the Services, and directing traffic through the Gateway, is permitted under that AI Provider's terms.

Spend, usage, savings, and other figures shown in the Services are derived from data those providers report and from TheTop's own measurements, and are estimates for management purposes only. They may be incomplete, delayed, or differ from the AI Provider's own records. The invoices and billing statements Customer receives from each AI Provider govern what Customer owes that provider, and Customer will not rely on figures shown in the Services for tax, accounting, regulatory, audit, or billing-dispute purposes without independent verification.

14. No Guarantee of Savings, Accuracy, or Enforcement Outcomes

Savings figures, forecasts, recommendations, classifications, cluster names, detections, alerts, briefs, Memory contents, and other outputs of the Services are produced by software, including machine learning models, from the data available, and depend on Customer's workloads, configuration, chosen baseline, connection modes, and AI Provider pricing and behavior. TheTop does not warrant any particular level of savings or cost reduction, that routing to a different model will preserve output quality, any degree of accuracy or completeness, any detection or classification rate, that cached or memory-based responses will be current or correct, or that guardrails will identify or block every sensitive or noncompliant request or will never block a permitted one.

Guardrails, budgets, limits, routing rules, Memory, caching, and baselines operate as Customer configures them. Customer is solely responsible for the operational and business consequences of those settings, including requests that are blocked, delayed, allowed, cached, or served by a different model than Customer expected, and for testing changes before enforcing them. Enforcement components may be configured to allow traffic through or to block it when they are unavailable; Customer is responsible for selecting and testing the behavior appropriate to its needs, and TheTop is not responsible for the consequences of either behavior. The Services are one control among others, and Customer will not rely on them as its sole control for any legal, regulatory, security, or compliance obligation.

Nothing in the Services is legal, financial, accounting, tax, employment, security, or compliance advice.

15. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, INSTALLED COMPONENTS, BETA FEATURES, FREE SERVICES, DOCUMENTATION, AND ALL FIGURES, OUTPUTS, MEMORY, AND RECOMMENDATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THETOP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCURATE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY RESULT.

TheTop makes no warranty regarding any AI Provider or any output generated by an AI Provider's models, whether or not routed through the Services, and whether or not the request included cached content or Memory supplied by the Services. Customer is responsible for independently verifying any figure or output before relying on it for a decision with material financial, legal, or operational consequences. No advice or information, whether oral or written, obtained from TheTop creates any warranty not expressly stated in this Agreement.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This includes any claim based on artificial intelligence spend that was incurred, not avoided, or not reduced; on any charge from an AI Provider; on any request that was blocked, allowed, delayed, cached, or routed to a different model; on any Memory that was stored, surfaced, not surfaced, inaccurate, or outdated; on any output of an AI Provider; on any action taken by an agent or application; or on any figure shown in the Services.

General cap. EXCEPT AS STATED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO THETOP UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. Where no fees have been paid in that period, that amount is five thousand dollars. For any claim arising from Free Services or Beta Features, TheTop's total aggregate liability will not exceed one thousand dollars.

Enhanced cap. For breach of Section 10, for a security incident caused by a Party's failure to meet its obligations under Section 9, and for a Party's indemnification obligations under Section 17, the limit is two times the amount described in the general cap. The enhanced cap is not in addition to the general cap, and in no event will a Party's total liability under this Agreement exceed the enhanced cap.

Exclusions. Neither cap applies to Customer's payment obligations, to Customer's breach of Sections 4, 5, or 37, or to either Party's willful misconduct or fraud, and nothing in this Agreement limits any liability that cannot be limited under applicable law. The existence of more than one claim does not enlarge any limit. The Parties agree that the limitations in this Section reflect the allocation of risk on which the pricing is based and are an essential basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

17. Indemnification

TheTop will defend Customer against any third-party claim alleging that Customer's authorized use of the generally available, paid Services, as provided by TheTop, infringes that third party's United States patent, copyright, or trademark, and will pay any resulting damages finally awarded or agreed in settlement, provided Customer promptly notifies TheTop of the claim, gives TheTop sole control of the defense and settlement, and provides reasonable cooperation. This obligation does not apply to claims arising from Customer Data, Customer Content, or Memory content; Beta Features or Free Services; Customer's modification of the Services; use of the Services in combination with materials, systems, or AI Providers not provided by TheTop; use of a feature after TheTop notified Customer to stop; Customer's configuration; or any AI Provider's models, outputs, or services. If use of the Services is enjoined or TheTop believes it may be, TheTop may, at its option, procure the right to continue use, modify the Services to avoid infringement, or terminate the affected feature and refund any prepaid, unused fees for it. This paragraph states TheTop's entire liability, and Customer's sole and exclusive remedy, for intellectual property claims.

Customer will defend and indemnify TheTop and its Affiliates, officers, directors, employees, and contractors against any third-party claim, and any resulting damages, fines, penalties, costs, and reasonable attorneys' fees, arising from Customer Data, Customer Content, or Memory content; Customer's breach of this Agreement or of any AI Provider agreement; Customer's violation of applicable law; Customer's configuration of budgets, routing, guardrails, Memory, or caching; Customer's use of, or reliance on, any output of an AI Provider; any action taken by Customer's agents or applications; claims by Customer's personnel, Customer's own customers or end users, or other individuals relating to measurement, analytics, storage, or processing of their artificial intelligence usage or data; claims by an AI Provider relating to Customer's connection of its accounts to the Services; and Customer's misuse of the Services. TheTop will promptly notify Customer of any such claim, give Customer control of the defense (provided Customer may not settle any claim that imposes obligations on TheTop or admits fault without TheTop's written consent), and provide reasonable cooperation at Customer's expense.

18. Compliance with Laws and Export Control

Each Party will comply with applicable law in connection with this Agreement, including applicable data protection, employment, financial services, artificial intelligence, anti-corruption, sanctions, and export control laws. Customer is solely responsible for determining whether its use cases for artificial intelligence, and its use of the Services in connection with them, are permitted under laws applicable to Customer, including any law regulating artificial intelligence systems or automated decision-making, and for any transparency, notice, or impact assessment those laws require. As between the Parties, Customer is the deployer or operator of the artificial intelligence systems it connects to the Services, and TheTop is not the provider, developer, or deployer of any AI Provider's model.

The Services are not a system of record. They are not designed to satisfy any books and records, supervision, archiving, legal hold, or electronic communications retention obligation that applies to Customer, and Customer will not rely on them for that purpose.

Customer will not use the Services in a manner that would cause TheTop to violate any law, and represents that neither it nor any Authorized User is located in, or a national of, a jurisdiction subject to comprehensive United States sanctions or on any United States government restricted-party list.

19. Governing Law and Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or related to this Agreement that is not resolved informally, and waive any objection to venue or personal jurisdiction there. Before filing a claim, a Party will give the other Party written notice of the dispute and a good-faith opportunity of at least thirty days to resolve it. Either Party may seek injunctive or other equitable relief without that waiting period to protect its Confidential Information or intellectual property. Any claim must be brought within one year after the claiming Party knew or should have known of the facts giving rise to it. Each Party waives any right to a jury trial and to participate in a class or representative action, to the extent permitted by law.

20. No Reliance; Roadmap

Customer acknowledges that it has not relied on, and TheTop has not made, any representation, warranty, or commitment not expressly set out in this Agreement, including any statement in a proposal, demonstration, pilot, security questionnaire response, benchmark, release note, roadmap, presentation, website, marketing material, or discussion regarding current or future features, Supported Providers, savings, accuracy, performance, security, or timelines. Any statement about future functionality or Supported Providers is a statement of current intent only, may change or be abandoned at any time, and does not create any obligation.

21. General Provisions

Order of Precedence. If the documents conflict, the Order Form controls, then Part B or Part C for the Service it covers, then Part A, then the exhibits, then the Documentation. A purchase order, vendor portal form, vendor code of conduct, or similar Customer document has no effect on this Agreement even if TheTop accepts, signs, or acknowledges it.

Assignment and Subcontracting. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided the assignee agrees in writing to be bound by this Agreement. TheTop may use subcontractors and subprocessors to perform the Services and remains responsible for their performance of TheTop's obligations.

Notices. Notices must be in writing and sent to the addresses or email addresses the Parties designate on the Order Form or update by written notice. If no address is designated for TheTop, notices to TheTop must be sent to TheTop Holdings Inc., 700 North Fairfax St, Suite 614, Alexandria, VA 22314, Attention: Legal. TheTop may send notices to the email address associated with Customer's administrator account. Notices are effective on receipt, or one business day after being sent by email to the designated address without a bounce.

Entire Agreement and Amendment. This Agreement, including the Order Form and its exhibits, is the entire agreement between the Parties regarding the Services and supersedes any prior or contemporaneous discussions, proposals, or agreements on that subject. Any amendment must be in writing and signed by both Parties, except that TheTop may update these Terms as published for future Order Forms, may update the Documentation and the list of Supported Providers at any time as described in Section 3, and may make updates to these Terms during the term that are required by law or by an AI Provider, or that do not materially reduce Customer's rights, on notice to Customer. Where Customer uses the Services without a signed Order Form, TheTop may update these Terms by posting a revised version, and Customer's continued use of the Services after the revised version takes effect is acceptance of it.

Severability and Waiver. If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be interpreted to best reflect the Parties' original intent. No waiver is effective unless in writing, and no failure or delay in enforcing a provision waives the right to do so later.

Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages, restrictions, or changes affecting any AI Provider, cloud platform, or other third-party service on which the Services depend, denial-of-service attacks, acts of government, labor disputes, and natural disasters.

Relationship and Beneficiaries. The Parties are independent contractors. This Agreement creates no partnership, joint venture, fiduciary, or agency relationship, and no third party has any right to enforce it, including any AI Provider, any of Customer's personnel, and any customer or end user of Customer.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of strict construction applies against either Party.

Counterparts and Electronic Signature. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original and all of which together form one instrument. Acceptance by click-through or by use of the Services has the same effect as a signature.

Part B. Transparency Dashboard Terms

22. Application of This Part

This Part B applies whenever Customer connects a Connected Account to, or otherwise uses, the Transparency Dashboard, whether or not Customer has activated TheTop Engine and whether or not a fee applies. Where the Dashboard is provided without charge, it is a Free Service.

23. What the Dashboard Does

The Dashboard reads data from Connected Accounts and presents it as reports on spend, usage, adoption, seats, and risk signals. It is read-only with respect to Customer's artificial intelligence traffic. It does not sit in the path of any request, does not change which model serves a request, and does not block, cache, or modify any request or response. What the Dashboard can show for a given AI Provider depends entirely on the data that provider makes available, which varies by provider, by plan, and by the permissions of the credential Customer supplies, and changes over time. TheTop does not commit that any particular report, metric, or level of detail will be available for any AI Provider.

24. Data the Dashboard Accesses

The Dashboard accesses account, usage, billing, seat, and directory information from Connected Accounts, which typically includes the names, email addresses, roles, departments, and usage and cost figures of Customer's personnel. Where an AI Provider makes conversation or activity content available through an administrative, audit, or compliance interface, and Customer supplies a credential that permits access to it, the Dashboard may process that content in order to compute Usage Metadata, such as counts, classifications, and detections of sensitive data patterns. The Dashboard is designed to present counts and classifications rather than the underlying content, but TheTop does not represent that the Dashboard operates without processing content. Customer controls what the Dashboard can reach through the credentials and permissions it grants.

25. Authorization and Credentials

By connecting a Connected Account, Customer instructs and authorizes TheTop to access that account on Customer's behalf, on a recurring and automated basis, for as long as the connection remains in place. Customer represents that it has the right to grant this access and that doing so does not breach the AI Provider's terms or any obligation Customer owes to its personnel or any third party. Customer may revoke access at any time by removing or rotating the credential. After revocation the Dashboard will stop updating for that account, and data already collected remains subject to Section 9.

26. Figures, Forecasts, and Recommendations

All figures in the Dashboard, including spend, cost per person, forecasts, budget status, activity levels, and potential savings, are estimates for management purposes and are subject to Section 13. Forecasts are projections from past data and will differ from actual results. Identification of unused or underused seats and licenses, and any other recommendation, is informational only. Customer is solely responsible for any decision to add, remove, reassign, or cancel seats, licenses, plans, or commitments with an AI Provider, and for the consequences of that decision under its AI Provider agreements. Alerts and periodic briefs are provided as a convenience, may be delayed or not delivered, and are not a substitute for Customer's own monitoring.

27. Visibility into Personnel Usage

The Dashboard can show artificial intelligence usage and spend by individual, team, and department. Customer decides whether and how to use that visibility and which of its administrators may see it. Customer is solely responsible for the lawfulness of that use in each jurisdiction where its personnel work, including any notice, consent, consultation, or assessment that workplace monitoring or data protection law requires, and for its own internal policies. Customer will not use the Dashboard as the sole basis for any hiring, termination, promotion, discipline, compensation, or similar decision about an individual. TheTop has no responsibility for any employment or personnel decision Customer makes.

28. Risk Signals and Detections

Risk signals, sensitive data detections, and similar indicators in the Dashboard are generated by automated pattern matching and classification. They can miss real issues and can flag items that are not issues. They are not a data loss prevention system, a records system, or a compliance determination, and they do not prevent any data from reaching an AI Provider. Customer is responsible for reviewing flagged items and for its own incident response and reporting obligations.

29. No Engine Functionality

The Dashboard by itself does not route, cache, apply Memory, enforce policy, or reduce spend. Any savings estimate shown in the Dashboard before the Engine is activated is illustrative only. Those capabilities are available only through TheTop Engine, which requires activation and is governed by Part C.

Part C. TheTop Engine Terms

30. Application and Activation

This Part C applies, in addition to Parts A and B, from the earliest of the following (each, "activation"): the date stated on an Order Form for the Engine, the date Customer first directs any artificial intelligence traffic through the Gateway, the date Customer first deploys an Installed Component, or the date Customer first enables routing, caching, Memory, or policy enforcement. Engine fees under Section 39 apply from activation unless the Order Form states otherwise. By activating the Engine, Customer accepts that the Engine changes how Customer's artificial intelligence requests are handled, as described in this Part C.

31. The Gateway

When Customer directs traffic through the Gateway, the Gateway receives each request, may apply the Engine features Customer has enabled, forwards the request to an AI Provider using Customer's own Connected Account and credentials, and returns the response. Customer remains the AI Provider's customer for every request. All charges, rate limits, usage policies, and data handling terms of the AI Provider continue to apply to Customer, and the AI Provider may treat requests forwarded by the Gateway as Customer's requests for all purposes.

The Gateway necessarily receives and processes the full content of requests and responses. Placing the Gateway in the path of Customer's traffic adds a dependency and may add latency. The Gateway may be unavailable or degraded from time to time. Customer is responsible for deciding which traffic to direct through the Gateway, for configuring how its tools and applications behave if the Gateway is unavailable, and for maintaining a fallback for any workload that cannot tolerate interruption. TheTop is not liable for any interruption of Customer's artificial intelligence usage, or of any product or process that depends on it, caused by the Gateway being unavailable, unless a signed service level addendum provides a specific remedy, in which case that remedy is exclusive.

32. Routing

Routing may send a request to a model other than the one the request or the Authorized User specified, according to the policies Customer configures and the Engine's own logic. A different model may produce a different, shorter, less accurate, or lower quality output than the originally specified model would have produced, may behave differently with tools, formats, and context limits, and may be subject to different AI Provider terms. This is an inherent characteristic of routing that Customer accepts by enabling it. The Engine is designed to respect a model that a person explicitly selects where the connection mode makes that selection visible to the Engine, but TheTop does not warrant that every explicit selection will be detected or honored.

Customer is solely responsible for its routing and model policies, including confirming that each model eligible to receive routed traffic is approved for Customer's use cases, data types, and regulatory requirements, and for testing routing on its own workloads before relying on it. TheTop does not warrant that routing will preserve output quality, reduce cost on any particular request, or select the best available model.

33. Caching

Caching stores requests and responses, or representations of them, so that a later request that is the same as or similar to an earlier one may be answered from the stored response instead of being sent to a model. A cached response may be out of date, may not reflect changes in underlying facts, data, or model versions, and may have been generated originally for a different Authorized User or application within Customer's organization. Similarity matching is approximate, and a cached response may be served for a request that differs in a way that matters. Customer controls whether caching is enabled and for which traffic, and is responsible for excluding traffic where freshness, individual context, or confidentiality between Authorized Users makes caching inappropriate. Provider-side prompt caching, where used, is governed by the AI Provider's terms.

34. Memory

How Memory is created. When Memory is enabled, the Engine stores Customer Content and uses automated processing, including machine learning models, to extract and store facts and relationships about people, organizations, projects, and other subjects. Memory may be created without any action by the individual user at the time, including from traffic passing through the Gateway, from conversation history and session transcripts that Connected Accounts or Installed Components make available, and from items an Authorized User or agent chooses to save. Customer instructs TheTop to perform this processing by enabling Memory.

How Memory is used. The Engine may add Memory to later requests as context, including requests made by Authorized Users, agents, and applications other than the one from which the Memory originated, according to the scopes and access rules Customer configures and the Engine's defaults. Memory added to a request is transmitted to the AI Provider that serves the request and becomes subject to that AI Provider's terms. Customer is responsible for configuring scopes, sharing, exclusions, and access rules, and for the consequences of information learned in one context being surfaced in another.

Accuracy. Memory is machine generated. It may be inaccurate, incomplete, out of date, taken out of context, duplicated, in conflict with other Memory, or attributed to the wrong person or subject. The Engine selects, ranks, reduces the weight of, summarizes, and omits Memory automatically, and TheTop does not warrant that any particular item will be stored, retained, retrieved, or supplied to any request. Memory is not a system of record, a knowledge base of verified facts, or a substitute for Customer's own records, and Customer will not rely on it as such. Customer is responsible for any output of an AI Provider that was influenced by Memory.

Content of Memory. Memory may contain personal data about Customer's personnel and about third parties such as Customer's clients, counterparties, and contacts, as well as confidential, privileged, or commercially sensitive information, depending on what Customer's users and systems submit. Filters intended to exclude secrets, sensitive personal data, or restricted topics, where enabled, are a convenience and will not catch everything. Customer is responsible for having the right to store and reuse the information that becomes Memory, for any notice to or consent from the individuals it concerns, for honoring requests from those individuals, and for not enabling Memory on traffic that contains information it is not permitted to retain or share internally.

Administration and deletion. Memory is retained for as long as Memory is enabled and for a reasonable period after, unless Customer deletes it earlier. Customer may delete Memory through the Services where that function is available or by written request under Section 9. TheTop's administrative reporting on Memory is designed to show counts and statistics rather than Memory content, but TheTop does not represent that Memory content is never accessible to Customer's administrators or, under Section 9, to TheTop personnel. Lifecycle features that set up, reassign, or retire Memory as personnel join, move, or leave depend on directory data and Customer's configuration and may not act correctly or on time.

35. Policies, Guardrails, and Spend Limits

Policies, guardrails, sensitive data detection, and spend limits operate on the traffic that passes through the Gateway and as Customer configures them. They may block a request that should have been allowed, allow a request that should have been blocked, or fail to detect sensitive data, and they do not apply to any traffic that does not pass through the Gateway. A spend limit may stop production traffic when it is reached, and a limit may be exceeded before it takes effect because of delayed or estimated usage data. Customer is responsible for selecting whether each enforcement component allows or blocks traffic when it is unavailable, for testing each policy before enforcing it, for the business consequences of every blocked, delayed, or allowed request, and for maintaining its own controls. Section 14 applies.

36. Agents, Applications, and Customer's End Users

Customer may direct traffic from its own agents, applications, and products through the Gateway. Customer is solely responsible for the design, behavior, and actions of those agents and applications, including any action an agent takes autonomously or using tools, and for any Memory an agent reads or writes.

Where Customer uses the Engine in connection with a product or service it offers to its own customers or end users, Customer is the sole provider of that product or service. Customer is responsible for its own terms, privacy notices, and consents with those customers and end users, including disclosure that their data may be processed by service providers and cached or retained as Memory where applicable. Those customers and end users have no rights against TheTop, TheTop has no obligation or liability to them, and Customer will not make any representation or warranty on TheTop's behalf.

37. Installed Components

Installed Components run in tools, on devices, and in environments that Customer controls. Depending on the component, they may read session transcripts, conversation history, configuration, and related data from the tool in which they are installed and send that data to the Services, and they may change that tool's configuration so that its traffic is directed through the Gateway. Customer is responsible for deciding where Installed Components are deployed, for informing the Authorized Users who work on those tools and devices, for the compatibility of Installed Components with Customer's environment, and for keeping them updated. Customer will not modify an Installed Component, distribute it outside its organization, or use it except to connect to the Services. TheTop is not responsible for any effect of an Installed Component on a third-party tool, or for changes a third-party tool makes that cause an Installed Component to stop working.

38. Savings Measurement and Baselines

Savings shown in the Services compare what Customer paid with an estimate of what Customer would have paid without the Engine. That estimate is a model. It depends on the baseline that applies, on assumptions about which model would otherwise have served each request, on AI Provider list or reported pricing, and on estimates of the effect of routing, caching, and Memory, some of which cannot be measured directly. Savings figures are provided for management purposes only. They are not a guarantee, a commitment, or a statement of amounts actually credited by any AI Provider, and they are subject to Sections 13 and 14. TheTop may change its savings methodology at any time. No savings figure, and no difference between estimated and realized savings, entitles Customer to any refund, credit, or reduction of fees.

39. Engine Fees

Engine fees are calculated on Annual AI Spend Managed under the rate card in Exhibit A or the rates on the Order Form, and include the monthly platform fee described there. Engine fees are owed on all AI Provider spend connected through the Gateway, whether or not any particular request was routed, cached, or supplemented with Memory, and whether or not Customer realized savings. While the Engine is active, Customer will not route traffic outside the Gateway for the purpose of reducing Annual AI Spend Managed and avoiding Engine fees.

40. Deactivation

Customer may stop using the Engine by ceasing to direct traffic through the Gateway and removing Installed Components, subject to any commitment on the Order Form. Customer is responsible for reconfiguring its tools, agents, and applications to operate without the Gateway. Fees accrued through the date traffic stops remain payable. After deactivation, cached content and Memory are handled under Sections 8 and 9, and the Transparency Dashboard remains subject to Parts A and B for as long as Customer continues to use it.

Exhibit A. TheTop Engine and Rate Card

TheTop Engine sits on top of an organization's existing artificial intelligence usage, across end user seats, developer tools, agents, and direct programmatic traffic, whichever providers and models the organization uses, and is intended to turn that usage into one governed, cost efficient system. Once traffic is connected through the Gateway, the Engine can send a request to a lighter, less costly model when a lighter model is sufficient, serve a cached answer instead of paying for a repeat request, and draw on shared organizational memory instead of resending the same background information every time. The Engine is designed to log each routing decision with a reason, to measure savings against a defined baseline, and to respect a model that a person explicitly chooses.

Beyond generating savings, the Engine is intended to give an organization one place to see, control, and document how it uses artificial intelligence, across the providers it has connected. Its capabilities fall into the following areas.

Cost and budget visibility. One ledger of what the organization spends on artificial intelligence across connected providers, broken down by person, department, model, and connection surface, with a forecast to the end of the budget period, configurable soft and hard spending limits including a daily limit intended to stop a runaway process, and the ability to drill down to an individual request. Savings from routing, caching, and memory reuse are shown against a defined baseline, and development spend can be tied back to specific tickets where the data allows.

Usage and productivity insight. A picture of how people work with artificial intelligence, built from counts and patterns: which models and tools are used, how much is produced in summaries, drafts, analyses, and code, which repeated request patterns are candidates for automation or a dedicated cost rule, and engineering analytics for coding tools including sessions, code accepted versus rejected, and cost per session. The Engine also flags seats and licenses with little or no activity.

Risk and compliance controls. Optional real time guardrails that can block a sensitive or noncompliant request before it reaches a model, detection of sensitive data patterns such as government identification numbers, keys and secrets, payment data, and personal information, designed to report the detection without displaying the underlying content, a triage queue so flagged items can be tracked to resolution with an owner and a response time, an audit trail of access to sensitive results, and configurable policies controlling which teams may use which providers and models.

Institutional knowledge. An organizational memory of facts about clients, entities, and processes that is intended to improve answers over time, show which knowledge is reused and by whom, flag when critical knowledge sits with a single person, and be set up, reassigned, or retired as people join, change roles, or leave the organization.

Proactive reporting. Alerts when something meaningful changes, such as a cost spike, a compliance concern, or an adoption trend, and a periodic executive brief summarizing spend, savings, risk, and recommended next steps, built from the same figures shown on the dashboards.

What is available for a given provider depends on the interfaces that provider exposes. Some capabilities are generally available today and others are in staged rollout, beta, or limited availability. Current availability is confirmed with Customer at activation. This description is subject to Section 2 (Descriptions are not commitments) and Section 20.

Engine rate card

If Customer activates TheTop Engine, fees are calculated on Annual AI Spend Managed, meaning the trailing twelve month total of artificial intelligence spend connected through the Gateway across all connected providers, and therefore eligible for Engine routing, caching, and savings. Each rate below is a marginal rate, applied only to spend that falls within that band, in the same way a marginal tax rate works, and not by applying the highest band reached to the entire amount. A monthly platform fee of five hundred dollars applies once the Engine is activated and is credited in full against that month's usage based fee.

Rates above are TheTop's standard list rates as of the Effective Date and apply across all connected AI providers. Any negotiated rate for Customer is recorded on the Order Form and controls over this exhibit.