Master Subscription Agreement — General Terms

These General Terms govern subscriptions to the hosted software products of Populus Technology, LLC, a Texas limited liability company, 4131 N Central Expy Ste 900, Dallas, TX 75204 (“Provider”). They apply between Provider and the customer identified on a signature page or order form (“Customer”) when incorporated by reference, pinned to this version. The “Agreement” consists of: the signature page, each Order Form, each product Schedule, these General Terms, and the Data Processing Addendum (“DPA”). Order of precedence: Change Order, then Order Form, then Schedule, then these General Terms, then the DPA — except that the DPA controls as to the subject matter of data protection. The versions pinned on the signature page — not any later version — govern.

1. The Services

Provider makes available the hosted products identified in the applicable Schedule and Order Form (the “Services”), for use by Customer during the Term subject to this Agreement.

1.1 Delivery; Acceptance; Settlement. Work is delivered when Provider notifies Customer that it is complete and available for review; delivery does not constitute acceptance. Work is accepted on Customer’s commercial acceptance under the applicable Order Form or, for custom builds, on completion of the in-product acceptance step. Acceptance is distinct from both delivery and deployment: no promotion of code to any environment constitutes acceptance. An engagement is settled when all fees due for accepted work are paid. Provider’s acceptance records — including electronic acceptance records bearing an immutable version identifier, executed instruments, and audit logs — are presumptive evidence of the date each state was reached.

2. Intellectual Property

2.1 Provider retains the platform. As between the parties, Provider owns the Services and all associated platform software, tools, templates, workflows, business rules and decision logic, data models, interfaces, and documentation, together with all improvements and derivatives of any of them — including improvements arising from work performed for Customer and functionality built through the custom-builds process. No work-for-hire is created under this Agreement, and no Order Form or Change Order may create one except by express written amendment citing this Section.

2.2 Customer owns its data and its outcomes. Customer owns Customer Data (as defined in the DPA) and the completed regulated outcomes of its engagements as delivered through the Services.

2.3 License to Customer. Provider grants Customer a non-exclusive, non-transferable license, limited to the Term, to use the Services for Customer’s internal business purposes, including serving Customer’s own clients through the client portal where the applicable Schedule provides one.

2.4 Custom builds. Custom functionality is requested through the in-product mechanism, is owned by Provider under Section 2.1, is delivered behind Customer acceptance, and is licensed to Customer under Section 2.3. Provider may generalize any such functionality for other customers, provided that doing so discloses no Customer Data and no Customer Confidential Information.

2.5 Feedback and residuals. Provider may use feedback and suggestions without restriction or obligation. Each party may use residual knowledge retained in unaided memory; residuals are not Confidential Information and are not Customer Data.

2.6 Marks. Each party retains its own names, logos, and marks. Neither party may use the other’s marks without prior written consent (see Section 6).

3. Customer Obligations

Customer will: use the Services only lawfully and as permitted by this Agreement; remain responsible for its users and for its clients’ use of the client portal (portal users are bound by the Client Portal Terms presented in-product); ensure the accuracy of data it supplies and that it holds all consents and authority needed for Provider to process that data as contemplated by this Agreement; and comply with Provider’s acceptable use requirements as published from time to time. Customer will not reverse engineer, scrape, or benchmark the Services, provide access to a competitor of Provider, or resell or make the Services available to third parties except through the client portal as intended.

4. Fees; Orders

All commercial terms — prices, quantities, payment schedules — appear exclusively in Order Forms and signature pages; no fee appears in these published terms. Amounts unpaid when due bear late charges at the lesser of 1.5% per month or the maximum rate permitted by law. Each party bears its own income taxes; Customer bears applicable sales and use taxes on the Services, exclusive of taxes on Provider’s income.

5. Confidentiality

5.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other under this Agreement that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Provider’s pricing and product roadmaps, and all Customer Data, are Confidential Information without need of marking.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the receiving party without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

5.3 Obligations. The receiving party will: use the disclosing party’s Confidential Information only to perform under or exercise rights granted by this Agreement; protect it with at least the care it uses for its own similar information, and no less than reasonable care; and limit access to personnel, advisors, and contractors who need it and who are bound by obligations at least as protective as this Section.

5.4 Compelled disclosure. A party may disclose Confidential Information to the extent required by law or court order, giving prior notice to the disclosing party where lawful and reasonable cooperation in seeking protective treatment.

5.5 Duration; prior NDA. The obligations of this Section apply during the Term and for five (5) years after termination — and, for trade secrets and Customer Data, for as long as the information retains its status. This Section supersedes, prospectively, any earlier mutual non-disclosure agreement between the parties; disclosures made before the Effective Date remain governed by the agreement under which they were made.

6. Non-Publicity

Neither party will disclose the existence or terms of the relationship, or use the other party’s name, logo, or marks in publicity, customer lists, case studies, or announcements, without the other party’s prior written consent. Reference rights exist only where granted by a signed writing or an Order Form line item.

7. Data Protection; Telemetry

The DPA governs the processing of personal data within Customer Data; the Subprocessor List published as Exhibit A to the DPA identifies the third-party processors engaged. Telemetry disclosure: the Services record usage telemetry and operational observations of user activity — identifiers, counts, statuses, and enumerated values, never the contents of Customer records — which Provider uses to operate, secure, and improve the Services.

8. Warranties; Disclaimers

Each party warrants that it has the authority to enter into this Agreement. Provider warrants that the Services will materially conform to their documentation and that Provider will not materially degrade the security of the Services during the Term. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. No professional-services warranty: the Services are tools; Customer’s professionals remain solely responsible for professional judgments, filings, and outcomes, and Provider gives no legal, tax, appraisal, or medical advice.

9. Indemnities

9.1 By Provider. Provider will defend Customer against third-party claims alleging that the Services, as provided by Provider and used as permitted, infringe a United States patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises or is likely, Provider may procure the right to continue, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid unused fees. This Section does not apply to claims arising from Customer Data, combinations with items not supplied by Provider, or use in violation of this Agreement, and states Provider’s entire liability for infringement.

9.2 By Customer. Customer will defend Provider against third-party claims arising from Customer Data, the data of Customer’s clients, or Customer’s unlawful use of the Services, and will pay resulting damages finally awarded or agreed in settlement.

9.3 Procedure. The indemnified party must give prompt notice, sole control of defense and settlement to the indemnifying party, and reasonable cooperation.

10. Limitation of Liability

EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY FEES DUE, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

11. Term; Termination

11.1 Term. The Agreement runs for the initial term stated on the Order Form, then renews automatically for successive one-year periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current period.

11.2 Termination for cause. Either party may terminate for material breach not cured within thirty (30) days of written notice. Provider may suspend the Services on notice for a genuine security risk or for non-payment.

11.3 Effect. On expiration or termination: Customer’s license ends; Customer may export its data, and Provider will delete it, as provided in DPA Section 9. Sections 1.1, 2.1, 2.2, 2.5, 5, 6, 8, 9, 10, and 12 survive.

12. General

This Agreement is governed by the laws of the State of Texas, without regard to conflicts-of-law rules; exclusive venue for any dispute lies in the state and federal courts sitting in Dallas County, Texas, and each party consents to that jurisdiction. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets. The parties are independent contractors. Notices go to the addresses on the signature page, with email sufficing. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the remainder stands; no waiver is implied from any failure to enforce. This Agreement may be executed and accepted electronically, and electronic signatures and records are valid (ESIGN / Texas UETA). This Agreement, comprising the documents identified above at their pinned versions, is the entire agreement between the parties concerning its subject matter.