PM Vitals Software - Master Software Subscription Agreement

PM VITALS SOFTWARE

MASTER SOFTWARE SUBSCRIPTION AGREEMENT

This Master Software Subscription Agreement ("Agreement") is entered into by and between PM VITALS, LLC, a South Carolina limited liability company ("PM VITALS"), and the customer identified in the applicable Order Form ("Customer"). This Agreement governs Customer's access to and use of PM VITALS' hosted software platform, applications, tools, documentation, support, and related services (collectively, the "Services").

By executing an Order Form, clicking to accept, creating an account, or accessing or using the Services, Customer agrees to be bound by this Agreement.

1. Definitions

"Authorized Users" means Customer's employees, contractors, or agents authorized by Customer to access the Services.

"Customer Data" means data, content, and information submitted to the Services by or on behalf of Customer.

"Documentation" means PM VITALS' standard user documentation, as updated from time to time.

"Order Form" means any ordering document, online subscription, statement of work, or ordering process referencing this Agreement.

"Subscription Term" means the Initial Term and any Renewal Terms.

2. Subscription Grant

Subject to Customer's compliance with this Agreement and payment of all applicable fees, PM VITALS grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer's internal business operations and in accordance with the Documentation.

The Services are provided solely as a hosted software as a service solution. No software is sold or licensed for local installation.

PM VITALS reserves all rights not expressly granted under this Agreement.

3. Acceptable Use and Restrictions

Customer shall comply with PM VITALS' Acceptable Use Policy ("AUP"), as updated from time to time.

Customer shall not, directly or indirectly:

(a) copy, modify, adapt, translate, or create derivative works of the Services;

(b) reverse engineer, decompile, disassemble, or derive source code or underlying ideas;

(c) sell, sublicense, lease, distribute, or make the Services available to third parties;

(d) use the Services for benchmarking, competitive analysis, or product development;

(e) circumvent usage limits, technical restrictions, or security measures;

(f) interfere with the Services or infrastructure;

(g) upload unlawful, infringing, malicious, or harmful content;

(h) violate applicable laws;

(i) exceed purchased usage limits; or

(j) use the Services in any way that creates legal, operational, reputational, or security risk to PM VITALS.

PM VITALS may update the AUP in its reasonable discretion.

4. Ownership and Data Rights

PM VITALS and its licensors retain all right, title, and interest in and to the Services, Documentation, software, technology, methodologies, derivative works, modifications, and all related intellectual property.

Customer retains ownership of Customer Data.

Customer grants PM VITALS a worldwide, non-exclusive, royalty-free right and license to host, use, process, copy, store, transmit, modify, archive, back up, display, and create derivative operational datasets from Customer Data as necessary to provide, secure, support, maintain, improve, analyze, and operate the Services and comply with applicable law.

PM VITALS may use aggregated and anonymized data derived from Customer Data for analytics, benchmarking, service improvement, operational intelligence, and internal machine-learning model improvement, provided such data does not identify Customer.

Customer is solely responsible for the legality, accuracy, and integrity of Customer Data.

5. Feedback

Any suggestions, ideas, enhancement requests, or feedback provided by Customer may be used by PM VITALS without restriction, compensation, or attribution.

All resulting improvements and derivative works shall belong exclusively to PM VITALS.

6. Beta Services

PM VITALS may offer beta, preview, pilot, or evaluation features ("Beta Services").

Beta Services are provided strictly "AS IS," may be modified or discontinued at any time, and are excluded from all warranties, service commitments, and support obligations.

PM VITALS shall have no liability arising from Beta Services.

7. Fees and Payment

All fees are payable in advance unless otherwise specified in an Order Form.

All fees are non-cancellable and non-refundable.

Customer's payment obligations are absolute, unconditional, and non-contingent.

Customer shall not offset, withhold, recoup, or reduce payments for any reason.

Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Customer shall reimburse PM VITALS for collection costs, including attorneys' fees.

Customer is responsible for all applicable taxes, excluding taxes based on PM VITALS' net income.

8. Usage Limits and True-Up

Customer shall not exceed purchased subscription, user, storage, transaction, or usage limits.

PM VITALS may monitor Customer's use of the Services for compliance and billing purposes.

Any usage in excess of purchased limits may be invoiced at PM VITALS' then-current rates.

Customer shall pay all true-up charges upon invoice.

9. Audit Rights

During the Subscription Term and for one (1) year thereafter, PM VITALS may audit Customer's use of the Services upon reasonable prior notice.

Customer shall provide access to records reasonably necessary to verify compliance.

Customer shall promptly pay any underpaid amounts identified through audit.

10. Term and Renewal

This Agreement begins on the effective date of the first Order Form and continues for the Subscription Term.

Subscriptions automatically renew for successive renewal terms of equal duration unless either party gives written notice of non-renewal at least sixty (60) days before expiration of the current term.

PM VITALS may increase pricing effective upon renewal upon thirty (30) days' prior notice.

Renewal or continued use constitutes acceptance of revised pricing.

11. No Early Termination

Customer may not terminate this Agreement or any Order Form for convenience during an active Subscription Term.

All subscription commitments are non-cancellable.

12. Suspension and Termination

PM VITALS may suspend or terminate access immediately if:

(a) Customer fails to pay amounts due within five (5) days after notice;

(b) Customer breaches this Agreement or the AUP;

(c) Customer creates security, legal, operational, or reputational risk;

(d) PM VITALS is required by law;

(e) Customer becomes insolvent or subject to bankruptcy.

Either party may terminate for material breach not cured within thirty (30) days after written notice.

13. Effect of Termination

Upon expiration or termination:

(a) Customer's rights immediately terminate;

(b) all unpaid amounts become immediately due;

(c) if termination is caused by Customer breach, all committed fees for the remainder of the Subscription Term accelerate and become immediately due;

(d) no refunds shall be issued;

(e) PM VITALS may delete Customer Data thirty (30) days after termination.

PM VITALS has no obligation to retain Customer Data beyond that period.

14. Confidentiality

Each party may receive confidential information of the other.

The receiving party shall protect such information using reasonable care and use it solely for purposes of this Agreement.

PM VITALS may disclose Customer confidential information to affiliates, sub-processors, service providers, auditors, insurers, lenders, financing sources, investors, legal counsel, and advisors under obligations of confidentiality.

Confidential information excludes information that:

(a) is public through no fault of the receiving party;

(b) was already known;

(c) is independently developed; or

(d) is lawfully received from a third party.

A party may disclose confidential information when required by law.

15. Security

PM VITALS will maintain commercially reasonable administrative, technical, and physical safeguards.

PM VITALS may update or modify security practices at its discretion.

Customer acknowledges that no system is completely secure.

Security obligations do not guarantee prevention of unauthorized access or incidents.

16. Data Retention and Backup Disclaimer

PM VITALS is not a backup or archival service.

Customer is solely responsible for maintaining independent backups of Customer Data.

PM VITALS shall have no liability for loss, corruption, deletion, or restoration of Customer Data except to the extent directly caused by PM VITALS' gross negligence or willful misconduct.

PM VITALS may delete Customer Data in accordance with its retention policies.

17. Sub-Processors

Customer authorizes PM VITALS to engage affiliates and third-party sub-processors.

PM VITALS may change sub-processors at its discretion.

PM VITALS remains responsible for sub-processors only to the extent required by applicable law.

18. Limited Warranty

PM VITALS warrants that the Services will perform materially in accordance with Documentation under normal authorized use.

Customer's sole and exclusive remedy, and PM VITALS' sole liability, shall be, at PM VITALS' option:

(a) correction of the non-conformity;

(b) replacement of affected functionality; or

(c) termination of affected Services and refund of prepaid unused fees attributable solely to the affected Services.

19. Intellectual Property Indemnity

PM VITALS shall defend Customer against third-party claims alleging that the Services directly infringe a United States patent, copyright, or trademark.

PM VITALS' obligations do not apply to claims arising from:

(a) Customer Data;

(b) Customer modifications;

(c) combination with third-party systems;

(d) use outside Documentation;

(e) Beta Services; or

(f) continued use after notice.

PM VITALS may modify the Services, obtain replacement rights, or terminate affected Services and refund unused prepaid fees.

This Section states PM VITALS' sole liability and Customer's exclusive remedy for intellectual property claims.

20. Disclaimer of Warranties

Except as expressly stated in this Agreement, the Services are provided "AS IS" and "AS AVAILABLE."

PM VITALS disclaims all implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and error-free performance.

PM VITALS does not guarantee uptime, service levels, or uninterrupted availability unless expressly agreed in an Order Form.

21. Customer Indemnification

Customer shall defend, indemnify, and hold harmless PM VITALS and its affiliates, officers, directors, employees, agents, successors, and assigns from any claims, damages, liabilities, losses, and expenses (including attorneys' fees) arising from:

(a) Customer Data;

(b) Customer's use of the Services;

(c) Customer's violation of law;

(d) Customer's breach of this Agreement;

(e) claims by Customer's users or third parties;

(f) Customer's regulatory obligations;

(g) Customer's privacy law compliance obligations;

(h) Customer instructions or configurations.

22. Limitation of Liability

To the fullest extent permitted by law:

PM VITALS shall not be liable for indirect, incidental, consequential, punitive, exemplary, reliance, or special damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill.

PM VITALS shall not be liable for unauthorized access caused by third-party attacks, Customer systems, third-party platforms, or force majeure events.

PM VITALS' total aggregate liability under this Agreement shall not exceed the fees paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of legal theory and even if a remedy fails of its essential purpose.

23. Injunctive Relief

Customer acknowledges that breaches involving intellectual property, confidentiality, or unauthorized use may cause irreparable harm.

PM VITALS may seek injunctive or equitable relief without bond.

24. Publicity Rights

PM VITALS may identify Customer as a customer and use Customer's name, logo, trademarks, and publicly available business information in:

(a) websites;

(b) customer lists;

(c) marketing materials;

(d) sales presentations;

(e) investor presentations;

(f) fundraising materials;

(g) press releases;

(h) conference presentations;

(i) case studies.

Customer grants PM VITALS a non-exclusive, royalty-free license to use Customer's marks for these purposes.

Customer approval shall not be required except for disclosure of non-public performance metrics or confidential business information.

25. Force Majeure

PM VITALS shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, cyberattacks, internet outages, labor disputes, government actions, or third-party supplier failures.

26. Compliance with Laws

Customer shall comply with all applicable laws, including export controls and sanctions laws.

PM VITALS may cooperate with law enforcement and legal process.

27. Assignment

Customer may not assign this Agreement, whether by contract, merger, acquisition, operation of law, or otherwise, without PM VITALS' prior written consent.

Any unauthorized assignment is void.

PM VITALS may assign this Agreement without restriction.

28. Amendments

PM VITALS may update this Agreement, the AUP, or related policies from time to time.

Updates become effective upon renewal or earlier if required for legal, security, or operational reasons.

Continued use constitutes acceptance.

29. No Fiduciary Relationship

PM VITALS is an independent contractor.

Nothing in this Agreement creates any fiduciary, partnership, agency, or joint venture relationship.

30. Electronic Acceptance

Electronic signatures, click-through acceptance, account creation, and electronic execution of Order Forms are legally binding.

31. Third-Party Dependencies

Customer acknowledges that the Services may rely on third-party hosting providers, APIs, telecommunications, and infrastructure.

PM VITALS shall not be liable for failures caused by such third-party dependencies.

32. Service Modification Rights

PM VITALS may modify, enhance, discontinue, replace, or reconfigure the Services at any time in its reasonable business judgment.

PM VITALS will use commercially reasonable efforts not to materially reduce core functionality during an active Subscription Term.

33. Regulatory Change Rights

PM VITALS may modify the Services or this Agreement to comply with changes in law, regulation, or security requirements.

Such changes become effective upon notice.

34. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Wilmington, Delaware.

35. Arbitration and Class Action Waiver

Any dispute arising from or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in Wilmington, Delaware.

Each party waives any right to a jury trial.

Customer agrees to bring claims only in its individual capacity and waives participation in any class, collective, or representative proceeding.

PM VITALS may seek injunctive relief in court.

36. Entire Agreement

This Agreement, all Order Forms, the AUP, and incorporated policies constitute the complete agreement between the parties and supersede all prior agreements.

Order of precedence in case of conflict:

(1) Order Form

(2) Data Processing Addendum (if applicable)

(3) this Agreement

(4) AUP

(5) Documentation

(6) Customer purchase order(s)

37. Severability

If any provision is held unenforceable, the remainder remains in effect.

38. Interpretation

This Agreement shall be interpreted fairly and not strictly against either party.

"Including" means "including without limitation."

Section headings are for convenience only.

39. Survival

The following survive termination: Fees and payment obligations; ownership; confidentiality; indemnification; disclaimers; limitations of liability; publicity rights; audit rights; dispute resolution; accrued rights and remedies.

40. Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

PM VITALS, LLC

By: _______________________________
Name: Gary Warzynski
Title: Chief Operating Officer
Date: _____________________________

Address:
PM VITALS, LLC (dba SafetyIQ)
301 N Main St

Suite 1001
Greenville, SC, USA

Email for Notices: CorporateServices@SafetyIQ.com

CUSTOMER

Legal Entity Name: _____________________________

By: _______________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________

Address:

Email for Notices: _____________________________

E-SIGNATURE ACKNOWLEDGMENT (if using clickwrap /DocuSign-style execution)

Customer acknowledges and agrees that clicking “I Agree,” executing electronically, or otherwise indicating acceptance of this Agreement constitutes a legally binding signature and agreement to be bound by its terms.