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This Subscription License Agreement ("Agreement") is entered into between:

AppGrid Sofware, Inc, a Georgia corporation ("Provider," "we," "us," or "our") and The entity or individual accepting this Agreement("Customer," "you," or "your")

By installing, accessing, or using AppGrid ("the Application"), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

1. DEFINITIONS

1.1 "Application" means the AppGrid managed package, including all updates, patches, and documentation provided by Provider.

1.2 "Authorized Users" means individuals authorized by Customer to access the Application within Customer's Salesforce organization.

1.3 "Customer Data" means all data entered into or processed by the Application within Customer's Salesforce organization.

1.4 "Salesforce Platform" means the Salesforce.com cloud platform on which the Application operates.

1.5 "Subscription Term" means the period during which Customer is licensed to use the Application, as specified in the applicable Order Form.

1.6 "Order Form" means any ordering document, online registration, or purchase flow that references this Agreement and specifies the subscription details.

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant Subject to the terms of this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Application within Customer's Salesforce organization during the Subscription Term.

2.2 Usage Scope The license is limited to:

a) The number of Authorized Users specified in the Order Form.

b) Use within the Salesforce organization(s) specified in the Order Form.

c) Customer's internal business purposes only.

2.3 Restrictions Customer shall not:

a) Copy, modify, adapt, or create derivative works of the Application.

b) Reverse engineer, decompile, disassemble, or attempt to derive the source code.

c) Rent, lease, lend, sell, sublicense, or distribute the Application to any third party.

d) Remove or alter any proprietary notices, labels, or marks.

e) Use the Application to build a competing product or service.

f) Use the Application in any manner that violates applicable laws or Salesforce's terms of service.

g) Attempt to circumvent any technical limitations or access controls.

3. CUSTOMER DATA AND PRIVACY

3.1 Ownership. Customer retains all right, title, and interest in Customer Data. Provider acquires no rights to Customer Data except as necessary to provide the Application.

3.2 Data Processing. The Application processes Customer Data within Customer's Salesforce organization. Provider does not independently store, transmit, or access Customer Data outside of the Salesforce Platform.

3.3 Data Security. Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, consistent with the security capabilities of the Salesforce Platform.

3.4 Privacy Policy. Provider respects the privacy of its customers and their end users. Provider does not collect, store, or process personal data outside of Customer's Salesforce organization, except for the following limited purposes:

(a) account registration and authentication information necessary to administer Customer's subscription;

(b) usage analytics and telemetry data collected in aggregate, non-identifiable form to improve the Application; and

(c) support-related communications initiated by Customer.

Provider will not sell, rent, or share personal data with third parties for their marketing purposes. Provider may share data with third-party service providers solely as necessary to operate and maintain the Application, subject to confidentiality obligations no less protective than those in this Agreement. Provider will comply with applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) to the extent applicable. Customer is responsible for providing any required notices and obtaining any required consents from its end users. For privacy-related inquiries, Customer may contact Provider at support@appgridsoftware.com.

3.5 Data Return and Deletion. Upon termination, Customer Data remains in Customer's Salesforce organization and is not affected by uninstallation of the Application. Provider will delete any Customer Data in its possession within [30] days of termination, upon written request.

4. FEES AND PAYMENT

4.1 Fees. Customer shall pay the fees specified in the applicable Order Form. All fees are quoted in U.S. dollars unless otherwise specified.

4.2 Payment Terms. Fees are due as specified in the Order Form. Late payments accrue interest at the lesser of [1.5%] per month or the maximum rate permitted by law.

4.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, excluding taxes based on Provider's income.

4.4 No Refunds. Except as expressly stated in this Agreement, all fees are non-refundable.

5. TERM AND TERMINATION

5.1 Subscription Term. The initial Subscription Term is specified in the Order Form. The subscription will automatically renew for successive [annual / monthly] periods unless either party provides written notice of non-renewal at least [30] days before the end of the current term.

5.2 Termination for Cause. Either party may terminate this Agreement if the other party:

a) Materially breaches this Agreement and fails to cure such breach within [30] days of written notice; or

b) Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course.

5.3 Effect of Termination. Upon termination:

a) Customer's license to use the Application immediately ceases.

b) Customer shall uninstall the Application from its Salesforce organization.

c) The following sections shall survive termination or expiration of this Agreement: Section 3 (Customer Data and Privacy), Section 6.3 (Disclaimer), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9 (Dispute Resolution), Section 10 (Confidentiality), and Section 12 (General Provisions).

6. WARRANTIES AND DISCLAIMERS

6.1 Provider Warranties. Provider warrants that:

a) The Application will perform substantially in accordance with its documentation during the Subscription Term.

b) Provider has the right to grant the license in this Agreement.

c) The Application will not, to Provider's knowledge, contain any malicious code.

6.2 Customer Remedies. If the Application fails to conform to the warranty in Section 6.1(a), Provider will, at its option and as Customer's sole remedy:

(i) use commercially reasonable efforts to repair or replace the nonconforming Application within a reasonable timeframe; or

(ii) provide a workaround that restores substantially equivalent functionality. Customer may terminate this Agreement and receive a prorated refund of prepaid fees for the unused portion of the Subscription Term only if:

(a) a critical defect renders the Application wholly unusable for its intended purpose;

(b) Customer has provided Provider with written notice specifying the defect in reasonable detail; and

(c) Provider has failed to repair, replace, or provide a workaround within [30] days of receiving such notice. For all non-critical defects, Customer's sole remedy shall be repair, replacement, or workaround as described above.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 6.1, THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b) ANY WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

c) ANY WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF RESULTS OBTAINED THROUGH USE OF THE APPLICATION.

6.4 Salesforce Platform. Provider is not responsible for, and makes no warranties regarding, the Salesforce Platform, including its availability, performance, or security. Customer's use of the Salesforce Platform is governed by Customer's separate agreement with Salesforce.

7. LIMITATION OF LIABILITY

7.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE [TWELVE (12)] MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY:

a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.

c) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

d) BUSINESS INTERRUPTION.

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions. The limitations in Sections 7.1 and 7.2 shall not apply to:

a) Customer's breach of Section 2.3 (License Restrictions).

b) Either party's indemnification obligations under Section 8.

c) Either party's gross negligence or willful misconduct.

d) Liability that cannot be limited under applicable law.

8. INDEMNIFICATION

8.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Customer from and against any third-party claim that the Application infringes any U.S. patent, copyright, or trademark, or misappropriates a trade secret ("IP Claim"), and shall pay any resulting damages awarded or settlement amounts, provided that:

a) Customer promptly notifies Provider of the claim.

b) Provider has sole control of the defense and settlement; and

c) Customer provides reasonable cooperation at Provider's expense.

8.2 IP Claim Remedies. If an IP Claim is made or is likely, Provider may at its option: (i) obtain the right for Customer to continue using the Application; (ii) modify the Application to be non-infringing; or (iii) terminate the license and refund any prepaid fees for the unused Subscription Term.

8.3 Exclusions. Provider has no obligation under Section 8.1 for claims arising from:

(a) modifications to the Application not made by Provider;

(b) combination of the Application with non-Provider products; or

(c) use of the Application in violation of this Agreement.

8.4 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider from and against any third-party claim arising from:

(a) Customer's use of the Application in violation of this Agreement;

(b) Customer Data; or

(c) Customer's violation of applicable law.

9. DISPUTE RESOLUTION

9.1 Informal Resolution. Before initiating any formal proceeding, the parties agree to first attempt to resolve any dispute informally by sending written notice describing the dispute to the other party. The parties shall negotiate in good faith for at least [30] days following such notice.

9.2 Binding Arbitration. Any dispute not resolved under Section 9.1 shall be resolved by binding arbitration administered by [the American Arbitration Association ("AAA") / JAMS] under its [Commercial Arbitration Rules / Streamlined Arbitration Rules]. The arbitration shall be:

a) Conducted by a single arbitrator with relevant industry experience.

b) Held in [Atlanta, GA] or remotely by mutual agreement.

c) Conducted in English.

d) Governed by the Federal Arbitration Act.

9.3 Arbitration Limitations

a) The arbitrator may award only individual relief, not class or representative relief.

b) The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

c) Each party shall bear its own costs, and the parties shall share arbitration fees equally.

9.4 Exceptions to Arbitration. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information without first engaging in arbitration.

9.5 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

10. CONFIDENTIALITY

10.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

10.2 Obligations. Each party agrees to:

(a) use the other party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; and

(b) protect the confidentiality of such information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

10.3 Exclusions. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was known to the receiving party prior to disclosure;

(c) is independently developed without use of the disclosing party's Confidential Information; or

(d) is rightfully obtained from a third party without restriction.

11. SUPPORT AND SERVICE LEVELS

11.1 Support. Provider will provide technical support during [standard business hours, Monday through Friday, excluding U.S. federal holidays] via email or requests received on the provider webiste.

11.2 Response Times. Provider will use commercially reasonable efforts to respond to support requests within:

a) Critical issues (Application completely unusable): [8 business hours]

b) Major issues (significant feature impaired): [2 business days]

c) Minor issues (all other): [3 business days]

11.3 Updates. Provider may, at its discretion, provide updates, bug fixes, and enhancements to the Application. Updates are governed by this Agreement.

11.4 No SLA Guarantees. PROVIDER DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME, AVAILABILITY, RESPONSE TIME, OR PERFORMANCE OF THE APPLICATION. THE RESPONSE TIMES SET FORTH IN SECTION 11.2 ARE TARGETS ONLY AND DO NOT CONSTITUTE A SERVICE LEVEL AGREEMENT OR BINDING COMMITMENT. PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURE TO MEET SUCH TARGETS. CUSTOMER ACKNOWLEDGES THAT THE APPLICATION OPERATES ON THE SALESFORCE PLATFORM, WHICH IS OUTSIDE PROVIDER'S CONTROL, AND THAT PROVIDER MAKES NO GUARANTEES REGARDING PLATFORM AVAILABILITY, PERFORMANCE, OR CONTINUITY OF SERVICE. NO CREDITS, REFUNDS, OR OTHER REMEDIES SHALL BE OWED BY PROVIDER FOR ANY PERIOD OF UNAVAILABILITY OR DEGRADED PERFORMANCE, REGARDLESS OF CAUSE OR DURATION.

12. GENERAL PROVISIONS

12.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of [GA], without regard to its conflict of laws provisions.

12.2 Entire Agreement This Agreement, together with any Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

12.3 Amendment Provider may update this Agreement by posting the revised version and notifying Customer at least [30] days in advance. Continued use after the effective date of changes constitutes acceptance.

12.4 Severability If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Waiver The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

12.6 Assignment Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.

12.7 Force Majeure Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, internet outages, or failures of the Salesforce Platform.

12.8 Notices All notices shall be in writing and sent to the addresses specified in the Order Form, or to such other address as a party may designate in writing.

12.9 Independent Contractors The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

12.10 Export Compliance Customer shall comply with all applicable export control laws and regulations in its use of the Application.