Software as a Service Agreement

This software as a service agreement (the “Agreement”) is between you, either an individual or an entity, (“Client”) and 2NDNATURE Software Inc. (“2N”) located at 500 Seabright Ave #205, Santa Cruz, California 95062 for access and use of the 2N Software (defined below). By accepting this Agreement, either by indicating your acceptance or accessing the 2N Software, you agree to this Agreement. This Agreement is a legally binding contract between Client and 2N and states the terms that govern Client’s usage of the 2N Software. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. Any changes, additions, or deletions by you to this Agreement will not be accepted and will not be a part of this Agreement. If you do not agree to this Agreement, do not access or use the Software.

1. Access and Restrictions.
   1. Subject to the terms of this Agreement, 2N grants to Client a limited, non-exclusive, non-transferable right during the Term to allow its Users (defined below) to access and use the online software applications described in Exhibit A of this Agreement (“2N Software”) solely for Client’s internal business purposes and may provide other services necessary for productive use of the 2N Software, including the provision of software updates, bug fixes, data monitoring, and technical support (“Support Services”). “User” means any Client employee, contractor, or agent, or any other individual or entity authorized by the Client to access and use the 2N Software. Client’s rights to access the 2N Software will be limited to those expressly granted in this Agreement, and 2N reserves all other rights, title, and interest therein.
   2. Restrictions. Client is responsible for all activities conducted under its and its Users’ logins on the 2N Software. Client shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the 2N Software, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its Users; (ii) send or store any personally identifiable information (PII); (iii) send or store infringing or unlawful material; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the 2N Software or the data contained therein; (vi) modify, copy or create derivative works based on the 2N Software, or any portion thereof; (vii) access the 2N Software for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the 2N Software the name of 2N and any copyright or other notices appearing in or on the 2N Software or which may be required by 2N at any time.
   3. Professional Services. Additional professional services related to the initial set-up and ongoing use of the 2N Software such as training, data import/export, will be set forth and billed at 2N’s current time and materials rates stated in Exhibit A.
2. Term and Termination.
   1. Term. The term of this Agreement is stated in Exhibit A.
   2. Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.
   3. Effect of Termination. Upon termination or expiration of this Agreement: (a) Client’s right to access and use the 2N Software shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession; and (c) 2N shall make Client Data available for export in a standard format for a period of thirty (30) days following termination, after which 2N may delete all Client Data. Sections 3, 4 (for amounts accrued), 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
3. Proprietary Rights
   1. 2N Rights. Except for the rights expressly granted under this Agreement, 2N retains all right, title, and interest (including all related intellectual property rights) in and to the 2N Software, and all other products, works, software and technology created, used, or provided by 2N in connection with this Agreement.
   2. Client Data. All right, title and interest in and to the Client Data is owned exclusively by Client and Client may use the 2N Software to create reports and other data exports as needed for the Client internal business purposes. Client grants 2N a non-exclusive, royalty-free license to use, process, and store Client Data solely to the extent necessary to provide the 2N Software and Support Services to Client. 2N may use anonymized and aggregated Client Data for the purpose of improving the 2N Software, provided that such data does not identify Client or any individual.
4. Fees. Client will pay 2N the annual subscription fee as stated in Exhibit A for access to the 2N Software, Set-Up Services, and Support Services (“Subscription Fee”). Client shall pay the Subscription Fee within thirty (30) days of execution of this Agreement. Client shall pay 2N the Subscription Fee for any renewal term within thirty (30) days of the start of such renewal term. Should the Agreement be renewed beyond the original Term, 2N reserves the right to increase the Subscription Fee for any Renewal Term. Client agrees to pay all sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges, exclusive of 2N’s income taxes.
5. Warranty; Disclaimer of Warranties. 2N warrants that the 2N Software shall perform in accordance with documentation and will be supported pursuant to Section 9 (Support Services and Service Levels) below. EXCEPT FOR THE FOREGOING WARRANTY OR AS OTHERWISE STATED HEREIN, THE 2N SOFTWARE IS PROVIDED “AS-IS” AND 2N AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE 2N SOFTWARE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY OF THE 2N SOFTWARE, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED.
6. Indemnification. Unless prohibited by applicable law, Client will indemnify, defend, and hold 2N harmless from any and all claims, demands, suits or proceedings brought against 2N by a third party alleging a violation of a third party’s rights arising from Client's provision of the Client Data.
7. Limitation of Liability. EXCEPT FOR CLIENT’S BREACH OF SECTION 1.2 OR AN OBLIGATION ARISING UNDER SECTION 6, NEITHER CLIENT, 2N, NOR 2N’s SUPPLIERS, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL 2N’s MAXIMUM LIABILITY FOR ANY OTHER DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO 2N IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Data Security: 2N shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, or disclosure. Such safeguards shall be no less protective than industry standards for SaaS providers of similar services. 2N shall notify Client without unreasonable delay, and in no event later than seventy-two (72) hours, after discovering any unauthorized access to or breach of Client Data (“Security Incident”). Such notice shall include, to the extent known: (a) the nature of the Security Incident; (b) the categories and approximate volume of data affected; (c) the measures taken or proposed to address the incident; and (d) a contact point for further information.
9. Support Services and Service Levels.
   1. Support Services. During the Term, 2N shall provide Support Services for the 2N Software, including: (a) incident intake, triage, diagnosis, and resolution; (b) bug fixes and error corrections; (c) software updates and patches that do not materially reduce core functionality without Client’s prior written approval, except where required to address security vulnerabilities or legal compliance; and (d) reasonable assistance with configuration questions and use of standard features. Support Requests shall be submitted through 2N’s designated “Contact Support” interface during Business Hours (Monday–Friday, 8:00 a.m.–5:00 p.m. Pacific Time, excluding U.S. federal holidays).
   2. Severity Classification and Response Targets. Client shall assign a severity level when submitting a Support Request. 2N may propose reclassification with Client’s consent, which shall not be unreasonably withheld.

      Severity	Description	Response Target
      Critical	Complete outage or failure of a core function with no reasonable workaround.	4 Business Hours
      Standard	All other issues, including degraded performance, non-critical defects, configuration questions, and enhancement requests.	2 Business Days

      Response targets are measured during Business Hours only. Applicable clocks are tolled during any period of delay caused by Client’s failure to provide timely access, information, or cooperation reasonably requested by 2N.
   3. Availability. 2N shall use commercially reasonable efforts to maintain availability of the 2N Software at a Monthly Uptime Percentage of at least 99.5% per calendar month. “Monthly Uptime Percentage” means (Total Minutes in Month minus Downtime Minutes) divided by Total Minutes in Month, multiplied by 100. Downtime excludes: (a) scheduled maintenance with at least seven (7) days’ prior notice performed after 5:00 p.m. Pacific Time on Business Days; (b) emergency maintenance to address security, data integrity, or material service degradation risks, with notice as soon as practicable; (c) force majeure events; (d) Client’s internet connectivity, devices, or third-party systems outside 2N’s control; and (e) third-party cloud service or data provider outages (e.g., AWS, ESRI) outside 2N’s direct control, provided 2N has implemented reasonable redundant systems.
   4. Chronic Failure Remedy. If the Availability target in Section 9.3 is missed in three (3) or more months within any rolling six (6) month period, Client may terminate this Agreement for cause upon written notice with no early termination penalty, and 2N shall refund any prepaid amounts for unused services on a prorated basis.
   5. Maintenance. 2N may perform scheduled maintenance after 5:00 p.m. Pacific Time on Business Days, with at least seven (7) days’ prior notice for maintenance expected to affect Availability. Emergency maintenance may be performed when necessary to address security risk, data integrity risk, or material service degradation, with notice as soon as practicable.
   6. Client Responsibilities. Client shall: (a) submit Support Requests through 2N’s designated channels; (b) provide accurate details and impact assessments; (c) maintain appropriate end-user devices and connectivity; and (d) comply with the use restrictions in Section 1.2.
10. General
    1. Authority. Client represents and warrants that it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.
    2. Confidentiality. Except as required by applicable laws or regulations, the parties agree that information deemed confidential at the time of disclosure and the terms of this Agreement shall not be disclosed to any third party.
    3. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given via email (provided receipt is confirmed by the recipient), certified mail or courier, return receipt requested, to the addresses appearing in the preamble of this Agreement, or as changed through written notice to the other party. Notice is deemed effective on the date it is delivered to the addressee.
    4. Governing law. This Agreement shall be governed by and construed in accordance with the laws of California and the federal laws of the United States of America. 2N hereby consents and submits to the jurisdiction and forum of the state and federal courts in Santa Cruz, CA in all questions and controversies arising out of this Agreement.
    5. Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the obligations under this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party.
    6. Independent Contractor. 2N is an independent contractor with no authority to contract for Client or in any way to bind or to commit Client to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Client. Under no circumstances shall 2N, or any of its staff, if any, hold itself out as or be considered an agent, employee, joint venture, or partner of Client.
    7. Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.
    8. No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
    9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile or electronic signature may substitute for and have the same legal effect as the original signature.
    10. Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Client and 2N as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. Any terms and conditions included in a Client purchase order or a 2N invoice, as the case may be, shall be deemed to be solely for the convenience of the respective party, and no such term or condition shall be binding upon the parties.

Exhibit A

2N Software Description

• Term. This Agreement shall commence on the Effective Date and continue for twelve (12) months (“Term”). Upon expiration of the Term, the Agreement will automatically renew for additional Terms of twelve (12) months each (“Renewal Term”), unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.