Master SaaS Subscription Agreement

1. Subscription & Access

1.1 Subscription Grant

Subject to the terms of this Agreement and Customer's payment of all applicable Subscription Fees, PanOps grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the PanOps Intelligence platform (the "Service") solely for Customer's internal business purposes and in accordance with any usage parameters set forth in the applicable Order Form.

1.2 Authorized Users

Customer may permit its employees to access the Service as authorized users ("Authorized Users"). Customer is responsible for all acts and omissions of its Authorized Users. Customer shall ensure that all Authorized Users comply with this Agreement and shall promptly notify PanOps of any unauthorized access or use of which Customer becomes aware.

1.3 Restrictions

Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, assign, or otherwise make available the Service to any third party; (b) modify or create derivative works based on the Service; (c) reverse engineer, disassemble, or decompile the Service; (d) access the Service for the purpose of building a competitive product; or (e) use the Service in violation of applicable law.

1.4 Professional Services

If PanOps performs onboarding, configuration, or other professional services, such services will be governed by a mutually agreed statement of work or, absent such agreement, by the terms of this Agreement.

2. Fees, Payment & Subscription Term

2.1 Subscription Fees

Customer shall pay PanOps the subscription fees set forth in the applicable Order Form ("Subscription Fees"). Unless otherwise specified in the Order Form, all Subscription Fees are due and payable in full in advance at the commencement of each Subscription Term.

2.2 Subscription Term

The initial subscription term shall be twelve (12) months from the Effective Date (the "Initial Term"). Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, the Agreement will automatically renew for successive twelve (12)-month terms (each a "Renewal Term," and together with the Initial Term, the "Subscription Term") at PanOps's then-current list pricing unless otherwise agreed in writing.

2.3 Taxes

All Subscription Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, and similar taxes arising from this Agreement, excluding taxes based on PanOps's net income.

2.4 Late Payment

Amounts not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. PanOps reserves the right to suspend access to the Service upon thirty (30) days' written notice if any undisputed amount remains unpaid.

3. Service Levels

3.1 Uptime Commitment

PanOps will use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least 99.5% ("Uptime Commitment"), calculated as: (total minutes in month − downtime minutes) ÷ total minutes in month × 100. Uptime is measured excluding Excused Downtime as defined in Section 3.3.

3.2 Service Credits

Service credits are Customer's sole and exclusive remedy for any failure by PanOps to meet the Uptime Commitment. Credits will be applied to the next invoice and will not exceed the monthly Subscription Fee for the affected month. Credits do not entitle Customer to a cash refund and expire upon termination of this Agreement.

3.3 Excused Downtime

The Uptime Commitment does not apply to, and downtime caused by any of the following shall not be counted toward any SLA calculation: (a) scheduled maintenance communicated to Customer at least 48 hours in advance; (b) events beyond PanOps's reasonable control, including AWS infrastructure outages, internet service provider failures, or force majeure events; (c) Customer's acts or omissions, including misconfiguration, unauthorized access, or failure to comply with PanOps's reasonable instructions; or (d) Third-party connector platform outages (e.g., Microsoft, Google, Slack, Zoom). PanOps's SLA obligations are expressly limited to and shall not exceed the service level commitments provided by AWS to PanOps under PanOps's AWS customer agreement.

3.4 Support

PanOps will provide Customer with email-based technical support during PanOps's standard business hours (9:00 AM – 6:00 PM US Central Time, Monday–Friday, excluding US federal holidays). PanOps will use commercially reasonable efforts to respond to support requests within one (1) business day.

4. Data, Privacy & Security

4.1 Customer Data

As between the Parties, Customer retains all right, title, and interest in and to all data and communications ingested by the Service from Customer's connected platforms ("Customer Data"). Customer grants PanOps a limited license to process Customer Data solely to the extent necessary to provide the Service. PanOps shall not use Customer Data for any other purpose.

4.2 Security

PanOps will maintain reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. PanOps will notify Customer promptly (and in any event within seventy-two (72) hours) upon becoming aware of any confirmed unauthorized access to Customer Data.

4.3 Infrastructure

The Service operates on Amazon Web Services infrastructure. Customer Data is processed and stored within Customer's designated AWS environment. PanOps's data processing practices are further described in the PanOps Data Processing Addendum, which is incorporated herein by reference upon execution.

4.4 Data Retention & Deletion

Upon termination or expiration of this Agreement, PanOps will, upon Customer's written request, delete or return Customer Data within thirty (30) days. PanOps may retain Customer Data in anonymized or aggregated form that cannot reasonably identify Customer or its employees.

5. Customer Obligations — Employee Monitoring Compliance

5.1 Sole Customer Responsibility

Customer is solely and exclusively responsible for ensuring that its use of the Service — including all collection, monitoring, storage, and processing of employee communications data — complies with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all laws governing employee monitoring, electronic communications interception, workplace surveillance, wiretapping, and data privacy ("Applicable Employee Monitoring Laws"). PanOps assumes no responsibility whatsoever for Customer's compliance with Applicable Employee Monitoring Laws. Customer's compliance obligations exist independently of PanOps's provision of the Service and are not diminished by any act or omission of PanOps.

5.2 Employee Notice & Consent — Precondition to Use

Prior to connecting any employee's communications data to the Service, Customer shall provide all legally required notices to, and obtain all legally required consents from, each affected employee in the jurisdiction(s) where such employee is located. Customer's failure to obtain required employee consents before connecting an employee's data to the Service constitutes a material breach of this Agreement. Customer shall maintain complete records of all notices provided and consents obtained, and shall make such records available to PanOps within five (5) business days of any request.

5.3 Approved Disclosure Form — Condition of Onboarding

As a condition of activating the Service for any Customer employee, Customer must use a form of employee disclosure and consent acknowledgment that is satisfactory to PanOps in its reasonable discretion ("Approved Disclosure Form"). PanOps will make available a reference form of employee disclosure as a starting point (available separately at panops.io/legal/employee-disclosure). Customer is solely responsible for reviewing and adapting any such form with qualified legal counsel to ensure it satisfies all Applicable Employee Monitoring Laws in every jurisdiction where Customer's employees are located. PanOps makes no representation or warranty that any reference form complies with applicable law in any jurisdiction. PanOps reserves the right to withhold or suspend access to the Service for any employee for whom a compliant Approved Disclosure Form has not been executed and logged.

5.4 No PanOps Liability for Employee Claims

PANOPS SHALL HAVE NO LIABILITY WHATSOEVER — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — ARISING OUT OF OR RELATED TO: (A) CUSTOMER'S FAILURE TO COMPLY WITH APPLICABLE EMPLOYEE MONITORING LAWS; (B) CUSTOMER'S FAILURE TO PROVIDE LEGALLY REQUIRED NOTICES OR OBTAIN LEGALLY REQUIRED CONSENTS FROM EMPLOYEES; OR (C) ANY CLAIM BY ANY EMPLOYEE OR FORMER EMPLOYEE OF CUSTOMER ARISING FROM THE COLLECTION, MONITORING, OR PROCESSING OF THEIR COMMUNICATIONS DATA THROUGH THE SERVICE.

5.5 Indemnification for Employee Claims

Customer shall indemnify, defend, and hold harmless PanOps and its officers, directors, members, employees, and agents from and against any and all claims, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's failure to comply with Applicable Employee Monitoring Laws; (b) Customer's failure to provide legally required notices or obtain legally required consents; (c) any claim by any employee or former employee of Customer arising from the collection, monitoring, or processing of their communications data through the Service; or (d) Customer's use of any disclosure form or consent process that has not been reviewed and approved by qualified legal counsel. This indemnification obligation is not subject to the aggregate liability cap set forth in Section 9.2.

6. Confidentiality

6.1 Definition

"Confidential Information" means any 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 and the circumstances of disclosure. Customer Data is the Confidential Information of Customer. PanOps's pricing, technical architecture, and unreleased product information are the Confidential Information of PanOps.

6.2 Obligations

Each Party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except as required to perform its obligations under this Agreement; and (c) not use Confidential Information for any purpose outside the scope of this Agreement.

6.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before receipt from the disclosing Party; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving Party gives the disclosing Party prompt prior written notice and cooperates with any protective order request.

7. Intellectual Property

7.1 PanOps IP

As between the Parties, PanOps retains all right, title, and interest in and to the Service, including all underlying technology, software, algorithms, models, documentation, and improvements thereto. No rights are granted to Customer other than those expressly set forth in this Agreement.

7.2 Feedback

If Customer provides PanOps with feedback, suggestions, or ideas regarding the Service, Customer grants PanOps a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to Customer.

8. Indemnification

8.1 PanOps Indemnification

PanOps shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Service, as delivered by PanOps and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trademark of a third party. PanOps's obligations under this Section do not apply to claims arising from: (a) Customer's modification of the Service; (b) use of the Service in combination with products or services not provided by PanOps; or (c) Customer's failure to implement updates provided by PanOps.

8.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless PanOps from and against any third-party claims arising out of or related to: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or applicable law; or (c) Customer's failure to comply with Applicable Employee Monitoring Laws as set forth in Section 5.

8.3 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes obligations on the indemnified Party without prior written consent.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SIMILAR DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

9.2 Aggregate Liability Cap

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 2, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, AND (C) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Basis of Bargain

The Parties acknowledge that the limitations of liability set forth in this Section 9 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the Parties. PanOps would not have entered into this Agreement absent such limitations.

10. Term & Termination

10.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term, unless earlier terminated in accordance with this Section.

10.2 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings.

10.3 Effect of Termination

Upon termination or expiration: (a) all subscription rights granted to Customer immediately terminate; (b) Customer shall cease all use of the Service; (c) each Party shall return or destroy the other's Confidential Information; and (d) PanOps will make Customer Data available for export for thirty (30) days following termination, after which PanOps may delete Customer Data. Except in the case of PanOps's termination for Customer's material breach, PanOps will refund any prepaid Subscription Fees prorated for the unused portion of the then-current Subscription Term.

10.4 Survival

Sections 1.3, 4, 6, 7, 8, 9, 10.3, 10.4, and 11 survive the expiration or termination of this Agreement.

11. General Provisions

11.1 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and each Party hereby consents to such jurisdiction.

11.2 Entire Agreement

This Agreement, together with all Order Forms, the Data Processing Addendum, and all Appendices, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, and agreements. In the event of a conflict, the Order Form controls over this Agreement with respect to commercial terms; this Agreement controls over any purchase order or other Customer-form document.

11.3 Amendments & Waivers

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. A waiver of any provision in one instance shall not be deemed a continuing waiver.

11.4 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except that PanOps may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties' permitted successors and assigns.

11.5 Force Majeure

Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, strikes, pandemics, or AWS infrastructure failures. The affected Party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

11.6 Severability

If any provision of this Agreement is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.7 Notices

Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses set forth in the applicable Order Form. Notices to PanOps shall be addressed to legal@panops.io.

11.8 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one agreement.