Version 10012026 — Effective October 1, 2026

PLEASE READ THESE ACCOUNT TERMS CAREFULLY. BY CLICKING “I AGREE,” CREATING A DARCY DISPATCH ACCOUNT, GENERATING OR USING AN API KEY, PURCHASING OR USING CREDITS, OR OTHERWISE USING DARCY DISPATCH, YOU AGREE TO THESE ACCOUNT TERMS AND THE INCORPORATED TERMS DESCRIBED IN SECTION 2, ON BEHALF OF YOURSELF AND THE ORGANIZATION YOU REPRESENT. THE INCORPORATED TERMS INCLUDE PREPAID, NON-REFUNDABLE CREDITS; PRICES THAT CAN CHANGE AT ANY TIME WITHOUT NOTICE; A LIMIT ON INNOVATIVE’S LIABILITY TO YOUR UNUSED PURCHASED CREDITS; AND AN ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE, OR DO NOT HAVE AUTHORITY TO BIND YOUR ORGANIZATION, DO NOT CLICK “I AGREE” AND DO NOT USE DARCY DISPATCH.

1. WHO THESE ACCOUNT TERMS BIND

1.1 The Parties. These Darcy Dispatch Account Terms (these “Account Terms”) are between Innovative Data Processing Solutions LLC (“Innovative”) and the company or other organization that you identify when you register, or, if you identify none, the organization that owns or controls the business email domain you use to register (“Customer”). “You” means the individual accepting these Account Terms or using Darcy Dispatch.

1.2 Authority. By accepting these Account Terms, you represent and warrant that you are an employee, officer, or authorized agent of Customer and have authority to bind Customer to these Account Terms and the Incorporated Terms.

1.3 Customer Is Bound by Use. Customer is bound by these Account Terms and the Incorporated Terms (a) when any person with actual or apparent authority accepts them on Customer’s behalf, and (b) in any event, when Customer or any of its personnel, contractors, or agents uses Darcy Dispatch, submits a request, obtains an API key, or purchases or uses Credits, including Promotional Credits. Customer’s use of, payment for, or acceptance of the benefit of Darcy Dispatch ratifies these Account Terms and the Incorporated Terms, whether or not the person who first accepted them had authority to do so.

1.4 If You Lack Authority. If you do not have authority to bind Customer, you must not accept these Account Terms or use Darcy Dispatch. If you do so anyway, you personally agree to these Account Terms and the Incorporated Terms as the “Customer,” and you are responsible for all use and all amounts due, jointly and severally with any organization that is bound under Section 1.3.

1.5 Your Individual Obligations. In addition to binding Customer, each individual who accepts these Account Terms, logs in to Darcy Dispatch, or uses an API key (each, an “Authorized User”) personally agrees to comply with Sections 4, 5, and 6 and with the Acceptable Use Policy.

1.6 Businesses Only. Darcy Dispatch is offered only to businesses located in the United States for business purposes. It is not offered to consumers or for personal, family, or household use. You must be at least eighteen (18) years old, and Customer must meet the eligibility requirements in Article 10 of the MMR Terms. You may not access or use Darcy Dispatch from outside the fifty (50) U.S. states and the District of Columbia, including from the European Economic Area, the United Kingdom, Switzerland, Australia, or any sanctioned, embargoed, or other Prohibited Jurisdiction under Section 3.3 of the DPA, and you may not submit Personal Data of individuals located in those jurisdictions.

2. THE AGREEMENT AND INCORPORATED TERMS

2.1 Incorporation by Reference. The following are incorporated into these Account Terms by reference, each as updated from time to time as it provides (together, the “Incorporated Terms”): (a) the Innovative Managed Model Router Terms and Conditions at https://innovativesol.com/mmrterms (the “MMR Terms”); (b) the Innovative Standard Terms and Conditions at https://innovativesol.com/terms (the “Standard Terms”); (c) the Darcy Dispatch Acceptable Use Policy at https://darcyiq.com/dispatch/aup (the “Acceptable Use Policy”); (d) the Rate Page at https://dispatch.darcyiq.com/models, available through Darcy Dispatch to Authorized Users; and (e) the Darcy Dispatch Data Processing Addendum at https://darcyiq.com/dispatch/dpa (the “DPA”). These Account Terms, the Incorporated Terms, and any Order Form together form the “Agreement.” Capitalized terms not defined in these Account Terms have the meanings given in the MMR Terms.

2.2 Online Order. If Customer has not signed an Order Form, then your acceptance of these Account Terms, and any account creation, trial enrollment, or Credit purchase, is an “Online Order” and an Order Form under Section 2.20 of the MMR Terms. Every element of the Online Order that is not stated at checkout or in Darcy Dispatch takes the default stated in Exhibit A of the MMR Terms, including no Commitment and the Standard Savings Share Rate.

2.3 Signed Order Form. If Customer has signed an Order Form, it controls over these Account Terms and over any Online Order as to the elements it states. These Account Terms continue to govern account access, credentials, and each Authorized User’s individual obligations.

2.4 Summaries and Precedence. Section 3 and parts of Sections 4 through 6 restate provisions of the Incorporated Terms for emphasis and convenience. If a restatement in these Account Terms differs from the Incorporated Terms, the Incorporated Terms control, except that the more restrictive requirement applies to any obligation of Customer or an Authorized User. Otherwise, the Agreement is interpreted as provided in Section 1.3 of the MMR Terms.

2.5 Electronic Contracting. You and Customer agree that these Account Terms and the Incorporated Terms may be accepted electronically, that clicking “I Agree” or taking any action described in Section 1.3 is a valid signature under the federal Electronic Signatures in Global and National Commerce Act and applicable state electronic transactions laws, and that the Agreement is enforceable as if signed in writing. Innovative’s records of each acceptance, including the identity of the account, the date and time, the IP address, and the version accepted, are evidence of that acceptance.

3. KEY TERMS OF THE MMR SERVICES

The following terms of the MMR Terms apply to every Customer, including trial and limited-token accounts:

3.1 Prepaid Credits. All use is prepaid through Credits, which are denominated in U.S. dollars and applied against Dispatch Charges and Savings Share Fees. Customer is never invoiced for usage beyond its Credits, and service stops when the Credit Balance reaches zero. Purchased Credits expire twelve (12) months after purchase and are non-refundable, except that unused purchased Credits are refunded if Innovative ends the MMR Services under Section 11.5 of the MMR Terms. By providing a Payment Method, Customer authorizes Innovative to charge it for each Credit purchase and automatic Recharge (MMR Terms, Article 7).

3.2 Prices Change Without Notice. Innovative may change the Published Rates at any time, in its sole discretion, effective when posted, without advance notice. Darcy Dispatch shows the current Published Rates and, for each request, how savings were calculated. Innovative has no obligation to notify Customer of any price change, and Customer is responsible for reviewing the Rate Page and Darcy Dispatch (MMR Terms, Sections 4.2 and 5.2).

3.3 How Savings Are Measured. Customer does not choose a baseline. For each request, Innovative calculates what the request would have cost at the standard published prices of a comparable Reference Model from each of Anthropic and OpenAI for the Dispatch Model Tier that served it, and the higher of those costs is the Baseline Cost. Each type of token (input, cached input, and output) is priced at the model’s standard price for that type, and promotional and discounted prices are never used. Each request is priced and recorded when it is made. Because requests may be routed to different models, Customer may receive fewer cached-input discounts than it would using a single provider directly, and savings are calculated on the caching actually received. Innovative may change Reference Models at any time without notice. Innovative’s only managed-service fee is a share of the Realized Savings, and when a request produces no savings, no Savings Share Fee applies (MMR Terms, Article 5).

3.4 Trials and Promotional Credits. Free, trial, discounted, and limited-token Credits are Promotional Credits. They have no cash value, cannot be refunded or transferred, are not included in the Unused Credit Amount, and expire as stated when provided or, if no date is stated, fourteen (14) days after they are provided. Innovative may limit or end any trial or Promotional Credits at any time without notice. A trial is subject to the Agreement in full (MMR Terms, Section 7.14).

3.5 Commitments Are Optional; Stopping Use. Unless Customer elects a Commitment in a signed Order Form, no Minimum Term or Minimum Monthly Spend applies. Customer may stop using Darcy Dispatch at any time, without notice, and unused Credits expire as provided in the MMR Terms. If Customer has no Commitment, the MMR Services end automatically once Customer has submitted no requests for sixty (60) consecutive days and its Credit Balance is zero (MMR Terms, Section 11.4).

3.6 Innovative’s Right to End Service. Innovative may suspend or terminate the MMR Services, in whole or in part, at any time and for any reason or no reason. If it terminates at will, it refunds the Unused Credit Amount (MMR Terms, Sections 7.10 and 11.5).

3.7 Underlying Models and Data. Innovative routes requests to third-party Underlying Models that it selects, changes at any time, and does not disclose. Every Underlying Model Provider must meet the Provider Standards, including no training on Customer Content, U.S.-only inference and storage, and Zero Data Retention. Innovative does not store prompts or outputs after returning a response, except as described in Section 9.2 of the MMR Terms, and it retains billing and metering records, Routing Telemetry, tags and classifications, guardrail and audit records, and configuration settings, none of which include the text of prompts or outputs (MMR Terms, Article 9).

3.8 Outputs. Outputs are generated by AI and may be inaccurate, incomplete, or inappropriate. Customer is solely responsible for reviewing outputs before relying on or using them and for all decisions it makes with them. The MMR Services, Darcy Dispatch, the Underlying Models, and all outputs are provided “as is” and “as available,” without warranties of any kind (MMR Terms, Article 12).

3.9 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INNOVATIVE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO DARCY DISPATCH, THE MMR SERVICES, ANY OUTPUT, THESE ACCOUNT TERMS, OR THE AGREEMENT WILL NOT EXCEED THE UNUSED CREDIT AMOUNT, WHICH DOES NOT INCLUDE PROMOTIONAL CREDITS, AND INNOVATIVE IS NOT LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (MMR TERMS, SECTION 12.8).

3.10 Customer Indemnity. Customer will defend, indemnify, and hold harmless Innovative from third-party claims arising from Customer Content, Customer Applications, the conduct of Customer, its Authorized Users, and its End Users, and any violation of the Agreement or the Acceptable Use Policy, as provided in the MMR Terms and the Standard Terms.

4. ACCEPTABLE USE

4.1 Policy Applies. Customer and every Authorized User must comply with the Acceptable Use Policy, which combines the usage rules of the Underlying Model Providers into a single standard and applies to every request, including actions taken by AI agents. The Acceptable Use Policy controls over this Section 4.

4.2 Prohibited Uses. Without limiting the Acceptable Use Policy, you may not use Darcy Dispatch to: (a) engage in or facilitate unlawful activity; (b) create, solicit, or distribute any content that sexualizes minors or otherwise endangers children; (c) develop weapons or plan violence, terrorism, or violent extremism; (d) create malware, attack systems, or compromise critical infrastructure; (e) commit fraud, deception, impersonation, or election interference; (f) harass, threaten, or promote hate or self-harm; (g) conduct unlawful surveillance or violate privacy or intellectual property rights; or (h) make or support any Restricted Use, such as consequential decisions about people, professional advice to individuals, or political campaigning, unless a signed Order Form expressly permits it and you follow the required safeguards.

4.3 Platform Integrity. You may not jailbreak or bypass safety systems or usage limits; probe or red-team Darcy Dispatch or any Underlying Model without Innovative’s prior written approval; try to identify which Underlying Models serve your requests or extract routing logic, system prompts, or model weights; use inputs or outputs to train, fine-tune, or distill any model without Innovative’s prior written approval; resell or share access to Darcy Dispatch; create multiple accounts to evade limits, trials, suspensions, or bans; or get around geographic, eligibility, or sanctions restrictions.

4.4 Customer Applications. If Customer lets others use Darcy Dispatch through a Customer Application, Customer must disclose that users are interacting with AI, limit use to adults, bind its End Users to terms at least as protective as the Acceptable Use Policy, and follow the other requirements of Section 12 of the Acceptable Use Policy.

4.5 Enforcement. Innovative may, without notice, warn, throttle, block, suspend, or terminate any request, Authorized User, API key, Customer Application, or account that it believes violates the Acceptable Use Policy or these Account Terms, and may report violations as described in the MMR Terms.

5. ACCOUNTS AND CREDENTIALS

5.1 Accurate Information. You must provide accurate, current, and complete registration information, including Customer’s legal name, and keep it current.

5.2 Individual Credentials. Each Authorized User must have individual login credentials, and you may not share them. You must keep passwords and API keys secure, must not embed API keys in client-side code or public repositories, and must notify Innovative promptly of any actual or suspected unauthorized access.

5.3 Responsibility for Use. Customer is responsible for all activity under its account, credentials, and API keys, including activity by its Authorized Users, End Users, Customer Applications, and AI agents, and for all resulting charges, whether or not Customer authorized the activity.

5.4 Administrators. Customer’s account administrators may add and remove Authorized Users, set budgets, routing controls, and guardrails, and manage API keys. Each new Authorized User must accept these Account Terms before first use. Customer is responsible for removing access for individuals who leave Customer or no longer need it.

6. CUSTOMER CONTENT

6.1 Your Content. Customer is responsible for Customer Content and represents that it has all rights, notices, and consents needed to submit it to Darcy Dispatch and to have it processed as described in the Agreement.

6.2 Restricted Data. You may not submit protected health information, payment card data, export-controlled data, government classified or controlled unclassified information, or other regulated or restricted data unless a signed Order Form expressly permits it and any required supplemental agreement is in place (MMR Terms, Sections 9.5 and 10.3).

6.3 Processing. Innovative processes Customer Content only to provide the MMR Services and as described in the Agreement, including the DPA.

7. CHANGES TO THESE ACCOUNT TERMS

Innovative may update these Account Terms and the Incorporated Terms as they provide. An updated version of these Account Terms applies to new acceptances when posted. Innovative may require Authorized Users to accept an updated version to continue using Darcy Dispatch, and any Authorized User’s acceptance, or Customer’s continued use after the updated version is presented for acceptance, binds Customer to it. Changes to the Published Rates, Reference Models, and Acceptable Use Policy are governed by the Incorporated Terms and take effect as they provide, without any requirement of acceptance or notice.

8. GOVERNING LAW AND DISPUTES

The Agreement is governed by the law, and disputes are resolved in the forum, specified in the Standard Terms. Any claim relating to Darcy Dispatch is subject to the limitations in the MMR Terms and the Standard Terms, whether it is brought by Customer or by an individual Authorized User.

9. GENERAL

9.1 Notices. Innovative may give notices to Customer by email to the account owner or administrators, through the Dispatch Console, or by posting on the Rate Page where the Incorporated Terms permit. Customer must send legal notices to Innovative at 4545 E. River Rd, Suite 100, West Henrietta, NY 14586, Attn: Legal.

9.2 Assignment. Neither Customer nor any Authorized User may assign or transfer these Account Terms, the account, or any Credits without Innovative’s prior written consent. Innovative may assign them as provided in the Standard Terms.

9.3 Severability; Survival. If any provision of these Account Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. Sections 1, 2, 3.8 through 3.10, 5.3, 8, and 9, and any other provision that by its nature should survive, survive the end of the Agreement or of any individual’s access.

9.4 Entire Agreement. The Agreement is the entire agreement between Customer and Innovative about Darcy Dispatch and the MMR Services and supersedes any prior or contemporaneous terms, including any click-through or purchase-order terms of Customer, which have no effect.