Software as a Service (SaaS) Agreement

Last Updated: March 5, 2026

This Master Services Agreement ("Agreement") is entered into as of the Effective Date (as defined below) between SoloAdmin, a Wisconsin corporation with its principal place of business at PO Box 61, Lake Mills, WI 53551 ("Provider") and the party accepting this Agreement ("Customer") and governs Customer's access to and use of the Platform and Provider's provision of the Services. This Agreement is effective as of the date of Customer's acceptance of this Agreement (the "Effective Date"). CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) ACCEPTING AN ORDER (AS DEFINED BELOW) THAT REFERENCES THIS AGREEMENT; (3) SUBMITTING PAYMENT INFORMATION; OR (4) OTHERWISE ACCESSING THE PLATFORM. IF CUSTOMER SUBSCRIBES TO THE PROMOTIONAL DISCOUNT (AS DEFINED IN SECTION 1.5), THE APPLICABLE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 3.5, WILL GOVERN THAT PROMOTION.

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

THE SERVICES AND CUSTOMER'S ACCESS TO AND USE OF THE PLATFORM ARE EXPRESSLY CONDITIONED ON CUSTOMER'S ACCEPTANCE OF THIS AGREEMENT, AND CUSTOMER MAY ONLY ACCESS AND USE THE PLATFORM, AND PROVIDER WILL ONLY PROVIDE THE SERVICES, UPON THE TERMS AND CONDITIONS HEREIN. NOTWITHSTANDING THE FOREGOING, IF THE PARTIES HAVE OTHERWISE AGREED TO A SEPARATE WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY GOVERNING THE SERVICES AND CUSTOMER'S ACCESS TO AND USE OF THE PLATFORM (THE "SERVICES AGREEMENT"), SUCH SERVICES AGREEMENT SHALL SUPERSEDE AND REPLACE THIS AGREEMENT IN ITS ENTIRETY, EXCEPT WITH RESPECT TO SECTION 3.5, WHICH WILL ALWAYS APPLY WITH RESPECT TO PROMOTIONAL DISCOUNTS. IN THE EVENT OF ANY CONFLICT BETWEEN THE SERVICES AGREEMENT AND THIS AGREEMENT, THE SERVICES AGREEMENT SHALL CONTROL.

1. DEFINITIONS.

1.1 "Affiliate" means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities or other ownership interests (but only for as long as such entity meets these requirements).

1.2 "Content" means content, data, and information that is owned by Provider or any of its licensors that is provided or made available by Provider through use of the Platform or as part of or in connection with Provider's provision of Services. Content does not include Customer Data.

1.3 "Customer Data" means the electronic data and information input into the Platform by or on behalf of Customer or collected by the Platform from Customer's managed devices. Customer Data does not include Usage Data, Aggregated Data, or data used to train Machine Learning Models as provided in Section 6.4.

1.4 "Documentation" means any user materials, instructions, and specifications made available by Provider to Customer for the Services.

1.5 "Promotional Discount" means any promotional discount offered by Provider to Customer, including but not limited to the 50% discount that may be offered on the first month of a new subscription, subject to the terms and conditions specified by Provider at the time of the offer.

1.6 "Order" means any written order setting forth the terms and conditions relating to the Services agreed to by the parties (including, but not limited to, Customer's selection of Platform access made by Customer through the Platform). Each Order is incorporated by reference into this Agreement.

1.7 "Platform" means Provider's proprietary platform utilized by Provider to provide the Software to Customer under this Agreement. The Platform does not include Customer's connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for Customer and its Users to connect to and obtain access to the Platform or to utilize the Services.

1.8 "Services" means, collectively, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Provider under this Agreement.

1.9 "Software" means Provider's proprietary software as a service offering as set forth in the applicable Order and made available through remote access by Provider to Customer and Users as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.

1.10 "Support Services" means Provider's standard technical support and Software maintenance, as described in Exhibit B.

1.11 "Usage Data" means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.

1.12 "Users" means Customer's employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

2. SERVICES.

2.1 Provision of Services. Subject to Customer's compliance with the terms of this Agreement, Provider shall provide the Services to Customer and its Users in accordance with this Agreement and Support Services Terms in Exhibit B. Provider does not provide any uptime guarantees or service level agreements unless expressly set forth in an applicable Order, and except as otherwise specified in an Order, the Services are provided on an "as available" basis. As part of the registration process, Customer will identify an administrative username and password for Customer's Provider account. Provider reserves the right to refuse registration of or cancel passwords it deems inappropriate.

2.2 Cooperation. Customer shall supply to Provider the Customer Data along with access and personnel resources that Provider reasonably requests in order for Provider to provide the Services.

2.3 Resources. Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for its Users to connect to and access the Platform. Customer is responsible for installing the Provider's agent software on devices that Customer owns or lawfully controls and wishes to manage through the Platform. Customer represents and warrants that it has all necessary rights and permissions to install the agent software on such devices. The agent requires administrative privileges to function properly, and Customer acknowledges that granting such privileges is necessary for the Platform's functionality.

2.4 Application Programming Interfaces and Agent Functionality. Provider may make certain application programming interfaces and software development kits that interoperate with the Platform (collectively, the "APIs") available to Customer and its Users. Customer acknowledges that the APIs they are made available as a convenience only and, notwithstanding anything to the contrary in this Agreement, are not subject to any of the warranties, service commitments, or other obligations with respect to Platform under this Agreement. Access to and use of any API is at Customer's own risk. Provider may modify, disable, or restrict access to any APIs at any time without notice. Provider is not liable for the APIs. The Platform's agent software can deploy scripts and install software on managed devices through the Provider's web console. Customer acknowledges that while the agent cannot execute remote commands in a remote console-type manner, scripts and commands can be packaged and deployed through the Platform, and that improper use of these capabilities could cause system instability, data loss, security vulnerabilities, or other damage. Customer is solely responsible for testing and validating all scripts, software packages, and commands before deployment to production systems. CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR ANY DAMAGE, LOSS, OR SECURITY INCIDENT RESULTING FROM CUSTOMER'S USE OF SCRIPT DEPLOYMENT, SOFTWARE INSTALLATION, OR COMMAND EXECUTION CAPABILITIES, WHETHER SUCH USE IS ACCIDENTAL, NEGLIGENT, OR INTENTIONAL. Provider shall have no liability for any such damage, loss, or security incident.

3. GRANT OF RIGHTS.

3.1 Access Rights; Customer's Use of the Platform. Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 11.3), non-sublicensable right to access and use the Platform for Customer's and its Affiliates' internal business purposes in accordance with the Documentation and the terms and conditions of this Agreement. Customer's use of the Platform is subject to bandwidth limitations, storage limitations, and other usage restrictions as specified in the applicable Order or as otherwise communicated by Provider, and Provider may enforce such limitations if usage caps are reached, including by suspending or throttling Customer's access to the Platform. Customer may not: (i) use the Platform for resale purposes; (ii) operate as a managed service provider (MSP) offering services to third parties; or (iii) use the Platform to provide services to, or manage systems for, any entity other than Customer and its Affiliates, without Provider's prior written consent. Provider and its licensors reserve all rights in and to the Platform and the Services not expressly granted to Customer under this Agreement.

3.2 Restrictions on Use. Customer shall not, and shall ensure that its Users do not: (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) permit any party, other than the then-currently authorized Users for whom Customer has paid to applicable Fees to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (f) perform or attempt to perform any actions that would interfere with the proper working of the Platform or prevent access to or use of the Platform by Provider's other customers; (g) access or use the Platform to develop or sell a competing product or service or otherwise use the Platform for purposes that are competitive with Provider; (h) access or use the Platform in any manner designed to circumvent the unique identity requirements for Users; or (i) access or use the Platform in any manner that superficially reduces the number of Users in order to circumvent the payment of Fees, including, but not limited to, sharing User accounts.

3.3 Users. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates' independent contractors and employees to become Users in order to access and use the Platform in accordance with this Agreement and consistent with the relevant access rights granted by Customer; provided that Customer will be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Platform, Software or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users' compliance with this Agreement. Users who are designated by Customer to have administrative rights to Customer's account for the Services are responsible for the creation of new User accounts. Customer may add additional Users via the Platform at any point during the applicable Order Term on the condition that the Customer pays the applicable Fees (as defined below) for such Users. Customer shall take, and shall ensure that its Users take, commercially reasonable efforts to maintain the confidentiality of all User log-in account credentials ("User IDs") and shall immediately notify Provider of any unauthorized use of User IDs or any other breach of security relating to the Platform known to Customer. Customer acknowledges that certain tiers of Users will have different access and use rights to the Platform consistent with the access rights described in the Documentation. User IDs are specific to particular individuals and are not assignable or transferable. Customer is not eligible for a refund, credit, or reduction in Fees for unused User IDs, User IDs that are not used for the entirety of the then current Order Term, or any reduction in the number of User IDs during an Order Term. Provider may (in its sole discretion and upon notice to Customer) change or disable any of the User IDs used in connection with the Platform where Provider reasonably suspects Customer transferred or assigned User IDs in violation of this Agreement, or there has been an attempted or actual security breach.

3.4 Prohibited Data. Notwithstanding anything to the contrary in this Agreement, Customer shall not, and shall take commercially reasonable efforts to ensure that its Users do not, upload to the Platform or otherwise submit or make accessible to Provider any: (i) financial account information or government issued identifiers (e.g., social security numbers, credit card information, bank account information, driver's license numbers, or passport numbers); (ii) protected health information as defined under HIPAA; (iii) special categories of personal data as defined under GDPR Article 9; (iv) payment card information subject to PCI DSS; or (v) other types of sensitive data that is subject to specific or elevated data protection requirements under applicable law (collectively, "Prohibited Data"). For clarity, Prohibited Data does not include basic contact information or other personal data that is not subject to heightened regulatory requirements. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that: (i) the Software and Platform are not intended for the management or protection of Prohibited Data and may not provide adequate or legally required security for Prohibited Data; and (ii) Provider will have no liability for any failure to provide protections set forth in any laws, rules, regulations, or standards applicable to such Prohibited Data or to otherwise protect the Prohibited Data. If Customer or any Users upload any Prohibited Data to the Platform in violation of this Section 3.4, Provider may, without limiting any of its other rights and remedies, immediately delete such Prohibited Data without notice to Customer, and Provider shall have no liability to Customer for such deletion or for any failure to delete such Prohibited Data. Customer shall indemnify, defend, and hold harmless Provider from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from Customer's breach of this Section 3.4.

3.5 Free Services. Provider may make Free Services available to Customer and its Users. If Customer is accessing and using the Free Services, this Section 3.5 applies with respect to the Free Services and takes precedence over any inconsistent or conflicting terms.

1. Subject to the terms and conditions of this Agreement, Provider grants to Customer, during the Free Services Period (as defined below), a revocable, non-exclusive, non-transferable (except as otherwise provided in Section 12.3), non-sublicensable right to access and use the Free Services solely for Customer's internal business purpose of evaluating the Services to determine whether to purchase a full right to access and use the Services and subject to any limitations specified by Provider. Customer may elect to purchase a full right to access and use the Services by notifying Provider prior to the expiration of the Free Services Period and paying the applicable Fees (as defined below) for full access to and use of the Platform in accordance with this Agreement. "Free Services Period" means the period beginning when Customer first registers for the Free Services until the earlier of: (i) the date specified in the applicable Order for the end of the Free Services Period; (ii) the start date for any purchased Services order by Customer in accordance with this Agreement; and (iii) either party provides the other with written notice of termination of the Free Services Period, which either party may provide at any time in its sole discretion. During the Free Services Period, Provider may discontinue, suspend, or remove access to the Free Services at any time in Provider's sole discretion.
2. CUSTOMER ACKNOWLEDGES THAT THE FREE SERVICES MAY NOT INCLUDE OR ALLOW ACCESS TO ALL FEATURES AND FUNCTIONALITY AVAILABLE TO PAYING CUSTOMERS. CUSTOMER'S USE OF THE FREE SERVICES IS ENTIRELY AT CUSTOMER'S OWN RISK. PROVIDER IS NOT REQUIRED TO CORRECT ANY BUGS, DEFECTS, OR ERRORS IN THE FREE SERVICES. NOTWITHSTANDING SECTIONS 7.1 AND 8.1 AND THE CAP ON DAMAGES IN SECTION 9, THE FREE SERVICES ARE PROVIDED "AS-IS", WITHOUT ANY WARRANTIES OF ANY KIND, AND PROVIDER WILL HAVE NO SUPPORT OBLIGATIONS, WARRANTY, INDEMNIFICATION OR DEFENSE OBLIGATIONS, OR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE, IN NO EVENT WILL PROVIDER'S LIABILITY WITH RESPECT TO THE FREE SERVICES EXCEED $100. EXCEPT AS ALTERED IN THIS SECTION 3.5, ALL OTHER TERMS OF THIS AGREEMENT APPLY AND GOVERN CUSTOMER'S AND ITS USERS' ACCESS TO AND USE OF, AND PROVIDER'S PROVISION OF, THE FREE SERVICES.

4. FEES AND PAYMENT TERMS.

4.1 Price. Customer will pay Provider the then applicable fees described in the mutually agreed upon Order in accordance with the terms therein (the "Order Pricing). If Customer's use of the Services: (a) exceeds any applicable usage limits set forth on the Order; or (b) otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Provider reserves the right to change the Order Pricing or applicable charges and to institute new charges and fees at the end of the Initial Term or then-current Renewal Term (each as defined below), upon 30 days prior notice to Customer (which may be sent by email). If Customer believes that Provider has billed Customer incorrectly, Customer must contact Provider no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Provider's customer support department.

4.2. Billing; Late Payments. Provider may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Provider 30 days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Provider's net income.

5. TERM AND TERMINATION.

5.1 Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, continues until all Orders have terminated ("Term").

5.2 Order Term. The initial term of an Order begins on the date set forth in the Order and continues for the period set forth in the applicable Order (the "Initial Term"). If no Initial Term is set forth in an Order, then the Initial Term will be deemed to be one-year. At the end of the Initial Term or any Renewal Term, the Order will expire unless Customer affirmatively agrees to renew for an additional period (each, a "Renewal Term"). Provider will send Customer an invoice for the upcoming Renewal Term, but Customer is not obligated to renew. The Initial Term and Renewal Term for an Order are collectively referred to as the "Order Term."

5.3 Termination. Either party may terminate this Agreement or an Order at any time for any reason upon thirty (30) days' prior written notice to the other party. Additionally, a party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach.

5.4 Effects of Termination. Upon termination of this Agreement and all Orders: (a) all amounts owed to Provider under this Agreement before such termination will be due and payable in accordance with Section 4; (b) Customer's rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or erase, all copies of the Documentation in Customer's possession or control; and (d) Customer will have seven (7) days from the effective date of termination to export all Customer Data from the Platform, and Provider shall promptly return or erase all Customer Data within thirty (30) days after the effective date of termination, except that Provider may retain Customer Data in Provider's archived backup files. Sections 4, 5.4, 6, 7.3, 8, 9, 10, and 11 survive expiration or termination of this Agreement.

5.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer's access to the Platform if Provider determines that: (a) there is an attack on the Platform; (b) Customer's or any of its Users' use of the Platform poses a reasonable risk of harm or liability to Provider and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (c) Customer has breached Sections 3.2 or 10; (d) Customer's or its Users' use of the Platform violates applicable law; or (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within 15 days after Provider has provided Customer with written notice of such late payment. Provider shall use commercially reasonable efforts to provide Customer with notice of such suspension. Provider may suspend Customer's access to the Platform until the situation giving rise to the suspension has been remedied to Provider's reasonable satisfaction. Provider's suspension of Customer's access to the Platform will not relieve Customer of its payment obligations under this Agreement.

6. PROPRIETARY RIGHTS.

6.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein.

6.2 Customer Data License Grant. Customer hereby grants to Provider and its authorized representatives and contractors, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.3) license to use the Customer Data solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights under this Agreement.

6.3 The Services. All proprietary technology utilized by Provider to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between the parties, are the exclusive property of Provider. Provider or its third-party licensors retain ownership of all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Content and the Platform, including without limitation the Software, APIs, Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Provider in performing under this Agreement. The Platform incorporates certain open-source components, including Syncthing (https://syncthing.net/), which are subject to their respective open-source licenses. Customer receives no ownership rights or licenses to any derivative works, modifications, customizations, or custom scripts created by Provider, whether or not such works are created specifically for Customer. Any rights not expressly granted to Customer hereunder are reserved by Provider.

6.4 Machine Learning Models; Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Provider may use or analyze Customer Data to train machine learning or artificial intelligence tools that are part of or utilized in connection with the Platform (collectively, "Machine Learning Models") and/or create a de-identified or aggregated data set that does not identify Customer or its Users (collectively, "Aggregated Data"). Provider retains ownership of all right, title, and interest in and to Machine Learning Models and Aggregated Data. Provider may use the Machine Learning Models and/or Aggregated Data for any lawful purpose, including, but not limited to, to improve, market, and provide the Services.

6.5 Usage Data. Provider retains ownership of all right, title, and interest in and to the Usage Data. Provider may use Usage Data in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Provider's services, systems, and algorithms.

7. WARRANTY; DISCLAIMERS.

7.1 Access to the Platform. Provider does not provide any warranties regarding system performance. Provider does not warrant that the Platform will be completely error-free or uninterrupted. If Customer notifies Provider of a reproducible error in the Platform that indicates a breach of the foregoing warranty (each, an "Error") within 30 days after Customer experiences such Error, Provider shall, at its own expense and as its sole obligation and Customer's exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Provider is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement upon notice to Provider and, Provider shall refund the amounts paid by Customer for access to the Platform on a pro rata basis for the period during which the Platform was not usable by Customer. The warranties set forth in this Section 7.1 do not apply to any APIs, Third Party Offerings, or cover any Error caused by: (i) Customer or its Users; (ii) use of the Platform in any manner or in any environment inconsistent with its intended purpose; (iii) Customer's hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Platform, or (iv) any equipment, software, or other material utilized by Customer in connection with the Platform contrary to the provider's instructions. For the avoidance of doubt, an Error is distinct from unavailability of the Platform, which is subject to the terms of Exhibit A in lieu of this Section 7.1.

7.2 Right to Customer Data; Agent Installation and System Impact. Customer represents and warrants that it has the right to: (a) use the Customer Data as contemplated by this Agreement; and (b) grant Provider the license in Section 6.2. Customer acknowledges and agrees that: (i) Customer is solely responsible for installing the agent software on devices it owns and wishes to manage; (ii) the agent requires administrative privileges to function properly; (iii) the agent can run scripts and install software packages deployed through the Provider web console; (iv) while the agent does not independently cause system instability or data loss, Customer's technicians could use the Platform's functionality to cause significant system instability or data loss, whether accidentally or intentionally; and (v) Customer assumes all risks associated with the installation and use of the agent software and any scripts, commands, or software deployed through the Platform.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8. INDEMNIFICATION.

8.1 Claims Against Customer. Provider shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (a "Customer Claim"), and Provider shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys' fees and other legal expenses) (collectively, "Losses") that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Provider in writing of such Customer Claim; (b) giving Provider sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Provider's request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, Provider shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the Platform; (ii) replace the Software with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Provider will have no obligation under this Section 8.1 with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that Provider did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the Platform by any person other than Provider or its authorized agents or subcontractors; (4) any APIs; (5) any Third-Party Offering; or (6) any open-source components, including but not limited to Syncthing. This Section 8.1 states Provider's entire liability and Customer's sole and exclusive remedy for infringement claims or actions.

8.2 Claims Against Provider. Customer shall defend, indemnify, and hold Provider harmless from and against any claim, suit, or action brought by a third party against Provider to the extent that such claim, suit, or action is based upon (i) Customer's breach of this Agreement, (ii) Customer's negligence or willful misconduct, or (iii) Customer's violation of applicable law (each, a "Provider Claim"), and Customer shall indemnify and hold Provider harmless from and against all Losses that are specifically attributable to such Provider Claim or those costs and damages agreed to in a settlement of such Provider Claim approved by Customer. The foregoing obligations are conditioned on Provider: (a) promptly notifying Customer in writing of such Provider Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer's request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Provider Claim to the extent based upon Provider's use of the Customer Data in violation of this Agreement.

9. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, PROVIDER SHALL NOT BE LIABLE FOR ANY SYSTEM INSTABILITY, DATA LOSS, OR OTHER DAMAGES CAUSED BY CUSTOMER'S OR ITS USERS' USE OF SCRIPTS, COMMANDS, OR SOFTWARE DEPLOYED THROUGH THE PLATFORM TO THE EXTENT SUCH USE VIOLATES THIS AGREEMENT OR PROVIDER'S ACCEPTABLE USE POLICIES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE DATE THE EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED. THE EXCLUSIONS AND LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 9 DO NOT APPLY TO (A) A PARTY'S OBLIGATIONS UNDER SECTION 8, (B) LIABILITY ARISING FROM A PARTY'S BREACH OF SECTION 10, (C) LIABILITY ARISING FROM A PARTY'S BREACH OF SECTION 3.2, (D) PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (E) PROVIDER'S BREACH OF ITS DATA SECURITY OBLIGATIONS, OR (F) EITHER PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

10. CONFIDENTIALITY.

10.1 Definitions. "Confidential Information" means all information disclosed by one party ("Discloser") to the other party ("Recipient") under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. Provider's Confidential Information includes Software and Documentation. Customer's Confidential Information includes Customer Data, which may include device inventory information, audit logs, scripts, and software installation packages.

10.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient's employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient's obligations under this Section 10. Recipient will be liable to the Discloser for any of its employees' and independent contractors' acts or omissions, which, if performed by Recipient, would constitute a breach of this Section 10. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

10.3 Exceptions. Recipient shall have no confidentiality obligations under Section 10.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser's disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

11. DATA PROTECTION.

Provider and Customer shall comply with the Data Processing Addendum (the "DPA") with respect to the processing of any Personal Information (as defined in the DPA).

12. GENERAL.

12.1 Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.

12.2 Subcontractors. Provider may utilize subcontractors, subprocessors, and other third-party service providers (collectively, "Subcontractors") in the performance of its obligations, provided that Provider will remain liable and responsible for the Subcontractors' acts and omissions to the extent any of such acts or omissions, if performed by Provider, would constitute a breach of, or otherwise give rise to liability to Provider under, this Agreement when they are performing for or on behalf of Provider.

12.3 Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party's prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect.

12.4 Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party's reasonable control.

12.5 Notices. To be effective, notices under this Agreement must be delivered in writing by courier, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address for each party set forth below and will be effective upon receipt, except that e-mail may be used for routine communications and to obtain operational approvals and consents but may not be used for any other notices.

If to Provider:

Attention: Kyle Janny
PO Box 61
Lake Mills, WI 53551

If to Customer: The address that Provider has on file for the Customer.

12.6 Customer Identification. Subject to Customer's prior written approval of the specific manner and context of use, Customer grants to Provider a limited, non-exclusive, non-transferable right to use Customer's name and logo on Provider's website and in Provider's marketing materials solely to identify Customer as a customer of Provider. Provider shall comply with any usage guidelines provided by Customer and shall discontinue such use upon Customer's written request.

12.7 Governing Law; Venue. The internal laws of the State of Wisconsin govern this Agreement, the Services, and any matters arising out of or related to either of the foregoing (whether in contract, tort, or otherwise). The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Wisconsin in any litigation arising out of or related to this Agreement, the Services, and any matters related to either of the foregoing (whether in contract, tort, or otherwise).

12.8 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

12.9 Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.

12.10 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.11 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

12.12 Modification. Provider may modify this Agreement at any time, upon written notice to Customer. Any such modification will become effective with respect to the applicable Order upon the commencement of the Renewal Term for such Order following the date of such notice. If Customer does not agree to the modified Agreement, Customer may choose to not renew the then-current Initial Term or Renewal Term (as applicable). Except as otherwise set forth in this Section, this Agreement may not otherwise be modified except by a written amendment signed by an authorized representative of each party.

12.13 Entire Agreement. This Agreement, including any Orders, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement.

EXHIBIT A: SERVICE LEVEL TERMS

1. DATA EXTRACTION QUALITY

The system cross checks numbers and dates to ensure numeric accuracy. Provider applies a combination of best in breed OCR and machine learning algorithms complimented with human quality assurance to provide best effort text transcription results. Text data like "Descriptions" cannot be checked for accuracy in the same manner as numbers and dates. Documents contain a wide variety of image quality and resolution; higher quality images and higher dpi resolution generally provide more accurate text transcription results.

2. SOLUTION AVAILABILITY

Provider does not guarantee any specific uptime percentage for the Services. Services are provided on an "as available" basis. Provider shall have no liability for any service interruptions, downtime, or unavailability of the Services, regardless of cause or duration. Customer acknowledges that temporary service disruptions may occur due to maintenance, third-party service failures, or other factors beyond Provider's control. Provider's blocking of data communications or other Service in accordance with its written policies previously provided to Customer, or as necessary to prevent imminent security threats or violations of applicable law, shall not be deemed to be a failure of Provider to provide adequate service levels under this Agreement, provided that Provider provides Customer with prompt notice of such blocking and the reasons therefor.

EXHIBIT B: SUPPORT SERVICES TERMS

Provider will provide Technical Support to Customer via electronic mail and remote collaboration tools during business days, with the exclusion of Federal Holidays ("Support Hours"). Telephone support is not provided.

Customer may initiate a help desk ticket at any time by emailing support@soloadmin.com. Provider will respond to all help desk tickets within twelve (12) business hours for critical issues affecting service availability or security, and within twenty-four (24) business hours for all other issues. Response times shall be measured during Support Hours as defined above.

For any security incident deemed "High" per Provider's Incident Response policy, a communication will be provided by Provider to any affected Customers within two (2) business days.