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This document contains two separate agreements. Part I (SaaS Services Agreement) governs your access to and use of the P4P Software software platform. Part II (Website Terms of Use) governs your access to and use of www.p4psoftware.com. Schedule 1 contains program-specific terms that apply only if you participate in the programs described in it. Please read this document carefully. It contains a mandatory arbitration provision, a class action waiver, a jury trial waiver, and limitations on liability that affect your legal rights.

This SaaS Services Agreement (this “Agreement”) is a binding legal contract between you (“Customer,” “you,” or “your”) and P4P Software, LLC, a Washington limited liability company (“Provider,” “we,” “us,” or “our”). This Agreement governs your access to and use of the P4P Software platform and all related products, features, modules, integrations, and services made available by Provider (collectively, the “Services”).

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and “Customer,” “you,” and “your” refer to that entity. If you do not have that authority, or if you do not agree to this Agreement, you must not accept this Agreement and must not access or use the Services.

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” EXECUTING AN ORDER FORM, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY IT AND BY OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE AND AVAILABLE AT https://www.p4psoftware.com/privacy-policy (THE “PRIVACY POLICY”). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

You acknowledge that you have had a reasonable opportunity to review the Privacy Policy before accepting this Agreement. Provider will provide advance notice of any material change to the Privacy Policy in accordance with Section 23.3, and your continued use of the Services after

the effective date of such change constitutes acceptance of the modified Privacy Policy.THIS AGREEMENT CONTAINS A MANDATORY BINDING ARBITRATION PROVISION, A CLASS AND REPRESENTATIVE ACTION WAIVER, AND A JURY TRIAL WAIVER IN SECTION 22, AND LIMITATIONS ON PROVIDER’S LIABILITY IN SECTION 17. PLEASE READ THOSE SECTIONS CAREFULLY.

Capitalized terms used in this Agreement have the meanings set forth below or as otherwise defined in the body of this Agreement.

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Agreement” means this SaaS Services Agreement, together with the Privacy Policy, all Schedules attached hereto or incorporated by reference, any applicable Order Form, and any applicable Promotional Terms, each as amended from time to time in accordance with Section 23.3.

“Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, subject to any user limits set forth in Customer’s subscription plan or Order Form. Customer is responsible for all acts and omissions of its Authorized Users in connection with their use of the Services, and any breach of this Agreement by an Authorized User shall be deemed a breach by Customer. Customer shall ensure that all Authorized Users comply with this Agreement and shall promptly terminate access for any Authorized User who violates it.

“Confidential Information” has the meaning set forth in Section 13.1.

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, uploaded, or otherwise transmitted to or through the Services by or on behalf of Customer or an Authorized User, including customer and contact information, scheduling data, estimates, invoices, payment records, photographs, videos, and other media files. Customer Data does not include Resultant Data or Provider IP.

“Documentation” means Provider’s user manuals, handbooks, guides, release notes, and help center content relating to the Services, provided by Provider to Customer either electronically or in hard copy form, in each case as updated from time to time.

“Feature” means any feature, functionality, module, integration, template, report, tool, or other component of the Services, whether provided as part of a subscription plan, as an add-on, or on a usage-based basis.

“Fees” means all amounts payable by Customer for the Services, including subscription fees, add-on fees, usage-based fees, overage fees, per-user fees, processing fees, and any othercharges set forth on Provider’s then-current pricing page, in an Order Form, or otherwise disclosed to Customer in accordance with this Agreement.

“Order Form” means an ordering document, subscription agreement, statement of work, or online checkout or plan-selection flow completed or executed by the parties that references or incorporates this Agreement and specifies the Services ordered, the applicable plan, the Fees, and the Subscription Term.

“Personal Information” means any information within Customer Data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, and includes “personal data,” “personal information,” and equivalent terms as defined under applicable data protection laws.

“Promotional Terms” means the terms and conditions applicable to any promotional pricing, discount, trial, referral offer, giveback program, or other special offer made available by Provider from time to time, including any such terms set forth in Schedule 1.

“Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing, including all software, source and object code, algorithms, models, user interfaces, workflows, templates, reports, analytics tools, APIs, know-how, trade secrets, and Resultant Data. For the avoidance of doubt, Provider IP does not include Customer Data, but does include all derivative works, modifications, enhancements, and improvements to the Services, whether created by Provider or suggested by Customer.

“Resultant Data” means data and information derived from Provider’s processing of Customer Data that is anonymized and aggregated with data from other customers such that it does not identify Customer, any Authorized User, or any individual through reasonably available means.

Data is considered anonymized for purposes of this Agreement when it cannot be used to identify an individual or entity without the use of additional information that is kept separately and is subject to technical and organizational measures designed to prevent re-identification.

Provider represents and warrants that it will maintain such technical and organizational measures in accordance with industry standards and will not attempt, and will not permit any third party to attempt, to re-identify any anonymized data.

“Schedule” means a schedule attached to or incorporated by reference into this Agreement, including Schedule 1 (Program Terms).

“Services” has the meaning set forth in the preamble to this Agreement, and includes the Documentation and any Trial or Beta Services made available to Customer.

“Subscription Term” means the initial subscription period specified at the time of purchase or in the applicable Order Form, together with each renewal period thereafter.

“Term” has the meaning set forth in Section 21.1.

2.1 Components. This Agreement consists of these terms and conditions, the Privacy Policy, the Schedules, any applicable Order Form, and any applicable Promotional Terms. Each is incorporated into and made a part of this Agreement.

2.2 Order of Precedence. In the event of a conflict or inconsistency among the components of this Agreement, the following order of precedence applies, in descending order of authority: (a) any Order Form executed by both parties, but solely with respect to the specific terms expressly addressed in that Order Form and subject to Section 2.3; (b) the Promotional Terms, but solely with respect to the specific promotion, program, or offer to which they apply; (c) the Schedules; (d) these terms and conditions; and (e) the Privacy Policy, but solely with respect to Provider’s collection, use, and disclosure of information as described therein. Part II (Website Terms of Use) is a separate agreement and is subject to Section 23.2.

2.3 Limits on Order Form Modification. Notwithstanding Section 2.2, no Order Form, purchase order, vendor portal submission, or other Customer-issued document may modify, reduce, or waive Provider’s limitation of liability (Section 17), indemnification rights (Section 16), intellectual property protections (Section 14), confidentiality protections (Section 13), warranty disclaimers (Sections 15.4 and 15.5), or data ownership and usage rights (Section 5) unless the modification is expressly identified as such and is set forth in a writing signed by an officer of Provider. Any additional or conflicting terms contained in a Customer purchase order, vendor onboarding form, invoice portal, or similar document are void and of no effect, notwithstanding Provider’s acceptance of or performance under any such document.

2.4 Headings; Construction. Section headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party.

3.1 General Eligibility. To create an account and use the Services, you must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract under applicable law. If you are entering into this Agreement on behalf of a legal entity, you must have the authority to bind that entity. By creating an account, you represent and warrant that you meet these requirements. Provider reserves the right to request proof of age, identity, or legal authority at any time and to suspend or terminate access pending satisfactory verification.

3.2 Special Programs. Provider does not currently offer any program permitting access to or use of the Services by any individual under eighteen (18) years of age, and no such individual may create an account or be designated as an Authorized User. If Provider elects in the future to offer such a program, participation will be governed by supplemental program terms published by Provider and by the requirements of Section 3.1 as modified by those terms. Promotional programs, where offered, are governed by the Promotional Terms applicable to them and by Schedule 1 (Program Terms), if any.

3.3 Account Information. You agree to provide accurate, current, and complete information during registration and to promptly update that information as necessary to keep it accurate, current, and complete. Provider is entitled to rely on the contact information in your account for all notices given under this Agreement.

3.4 Account Credentials. You are responsible for safeguarding your password and any other credentials used to access your account, and you agree not to disclose your password or credentials to any third party. You are responsible for all activity occurring under your account, whether or not authorized by you. You shall promptly notify Provider at support@p4psoftware.com upon becoming aware of any unauthorized access to or use of your account or credentials.

3.5 Verification and Suspension. Provider reserves the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, not current, or incomplete, or if Provider is unable to verify information it has reasonably requested.

4.1 License Grant. Subject to the terms and conditions of this Agreement, Customer’s compliance with all applicable laws, and payment of all applicable Fees, Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with this Agreement and solely for Customer’s internal business purposes. This is a subscription license, not a sale. Customer acquires no ownership interest in the Services or in any Provider IP.

4.2 Documentation License. Provider grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its permitted use of the Services.

4.3 Use Restrictions. Customer shall not use the Services for any purpose beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized User or third party to:

copy, modify, translate, or create derivative works of the Services or Documentation, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, time-share, or otherwise make available the Services or Documentation to any third party, including through any service bureau or similar arrangement;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or any software component of the Services, in whole or in part, except to the extent such restriction is prohibited by applicable law;
remove, obscure, or alter any proprietary notices, marks, or legends contained in or on the Services or Documentation;
use the Services for competitive analysis, competitive benchmarking, or to design, develop, or market a product or service that competes with the Services;
access or use the Services in any manner that could disable, overburden, damage, or impair the Services, Provider’s systems, or any other party’s use of the Services, or that circumvents any usage limit, quota, rate limit, or technical protection measure;
use any robot, spider, scraper, or other automated device, process, or means, or any manual process, to access, monitor, extract, or copy any content, data, or code from the Services, except through interfaces expressly authorized by Provider in writing;
introduce or transmit any virus, Trojan horse, worm, logic bomb, ransomware, or other malicious or technologically harmful material;
use the Services to send unsolicited commercial communications, or otherwise in violation of applicable laws governing electronic communications, including the Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act, and any applicable state analogues;
use the Services to store, process, or transmit any data that Customer is not authorized to store, process, or transmit, or that is subject to regulatory regimes for which Provider has not expressly agreed in writing to provide the Services, including protected health information subject to HIPAA, cardholder data other than as processed by a Payment Processor in accordance with Section 8, or government classified information; or
use the Services in violation of any applicable law, rule, or regulation.

4.4 Trial and Beta Services. Provider may make certain Features or Services available to Customer on a free, trial, pilot, evaluation, beta, or pre-release basis (“Trial and Beta Services”).

Trial and Beta Services are provided for evaluation purposes only, are provided “AS IS” and without any warranty, indemnity, service level, or support obligation of any kind, and may be modified, suspended, or discontinued by Provider at any time without notice and without liability.

Provider’s aggregate liability arising out of or relating to Trial and Beta Services shall not exceed one hundred U.S. dollars ($100.00). Customer is solely responsible for exporting any Customer Data entered into Trial and Beta Services before the applicable evaluation period ends.

4.5 Reservation of Rights. Except for the limited rights expressly granted in this Section 4, no other right, title, license, or interest is granted to Customer, whether by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted are reserved by Provider and its licensors.

5.1 Customer Data Ownership. As between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Provider acquires no ownership rights in Customer Data.

5.2 License to Customer Data. Customer hereby grants to Provider and its subprocessors a non-exclusive, royalty-free, worldwide license to host, reproduce, store, transmit, display, perform, modify (solely for formatting and technical purposes), and otherwise use the Customer Data solely to the extent necessary to (a) provide, maintain, secure, and support the Services for Customer; (b) generate Resultant Data in accordance with Section 5.3; (c) comply with Provider’s obligations under this Agreement and applicable law; and (d) exercise and enforce Provider’s rights under this Agreement.

5.3 Resultant Data. Provider owns all right, title, and interest in and to the Resultant Data. Customer acknowledges and agrees that Provider may use Resultant Data for analytics, benchmarking, product improvement, machine learning model training, and other lawful business purposes, and may disclose Resultant Data to third parties for those purposes, in each case provided that (a) such use and disclosure does not identify Customer, any Authorized User, or any individual, and (b) any such disclosure complies with the anonymization requirements set forth in the definition of Resultant Data. Customer may not object to or restrict Provider’s use of Resultant Data as set forth in this Section 5.3.

5.4 Customer Responsibility for Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and for the means by which Customer acquired it. Customer represents and warrants that: (a) it has obtained and will maintain all rights, consents, permissions, and authorizations necessary to collect, upload, and process the Customer Data through the Services, including with respect to any Personal Information of third parties, and will provide Provider with evidence of such rights, consents, and authorizations upon reasonable request; (b) the Customer Data and Customer’s use of it does not and will not violate any applicable law or regulation or any third-party right, including data protection and privacy laws and intellectual property rights; (c) the Customer Data does not contain any virus, malware, or other harmful code; and (d) Customer will promptly notify Provider of any claim or allegation that the Customer Data violates any third-party right or applicable law.

5.5 Data Storage and Usage Limits. The Services may impose storage, bandwidth, record-count, message-volume, or other usage limits, including limits on the size and number of media files. Provider may modify these limits upon notice to Customer. Provider may delete, refuse to store, or throttle Customer Data or activity that exceeds applicable limits after providing notice to Customer and a reasonable opportunity to reduce usage or purchase additional capacity, except that in the case of an emergency, an active security risk, or a risk of imminent harm to the Services or to third parties, Provider may take immediate action and provide notice as soon as reasonably practicable thereafter.

5.6 Processing of Personal Information. To the extent Provider processes Personal Information contained in Customer Data on Customer’s behalf, the parties acknowledge that Customer acts as the controller or business, and Provider acts as the processor or service provider, in each case as those terms are defined under applicable data protection laws. Provider will process such Personal Information only (a) in accordance with Customer’s documented instructions, which are deemed to include the provision of the Services and the uses expressly permitted under this Agreement; (b) to generate Resultant Data as permitted by Section 5.3; and (c) as otherwise required by applicable law. Provider will not sell or share Personal Information as those terms are defined under applicable state privacy laws, and will not retain, use, or disclose Personal Information for any purpose other than the business purposes specified in this Agreement. Provider further agrees to: (i) impose obligations no less protective than this Section 5.6 on any subprocessor it engages to process Personal Information on Customer’s behalf; (ii) provide reasonable assistance to Customer in responding to verified requests from individuals to access, correct, delete, or limit the processing of their Personal Information; (iii) delete or return Personal Information upon Customer’s documented instruction, subject to Section 21.6 and to any retention required by applicable law; and (iv) notify Customer if Provider determines that it can no longer meet its obligations under this Section 5.6. Provider certifies that it understands and will comply with the restrictions set forth in this Section 5.6. A current list of Provider’s subprocessors is available to Customer on written request.

5.7 Customer Backups. Customer is responsible for maintaining its own backup of Customer Data to the extent Customer requires a backup independent of the Services. Provider’s backup practices are described in the Documentation and are provided as an operational convenience; they are not a substitute for Customer’s own records-retention practices and do not constitute a warranty of recoverability.

6.1 Fees. Customer shall pay Provider the Fees applicable to Customer’s selected

subscription plan as set forth on Provider’s pricing page at the time of subscription, in the applicable Order Form, or as otherwise agreed in writing. All Fees are stated and payable in U.S. dollars. Except as expressly set forth in this Agreement or as required by applicable law, all Fees are non-refundable and all payment obligations are non-cancelable.

6.2 Billing and Automatic Renewal. Fees are billed in advance on a monthly or annual basis, depending on Customer’s selected billing cycle. Usage-based and overage Fees, if any, are billed in arrears. Customer’s subscription will automatically renew for successive periods of the same length as the initial Subscription Term unless Customer cancels the subscription before the renewal date in accordance with Section 21.2. Customer authorizes Provider and its payment processors to charge the payment method on file for all Fees, including renewal Fees, as and when due.

6.3 Renewal Notice. For subscriptions with a Subscription Term of one (1) year or longer, Provider will send Customer a renewal reminder by email to the address on file not less than thirty (30) days and not more than sixty (60) days before the renewal date, identifying the renewal date, the Fees that will be charged upon renewal, and the method by which Customer may cancel. Provider will provide such additional or different renewal notice as may be required by the automatic renewal laws of any state in which Customer is located. This Section 6.3 does not apply to monthly subscriptions.

6.4 Changes to Subscription Fees. Provider may change the Fees applicable to Customer’s subscription plan by providing notice by email to the address associated with Customer’s account. Except as expressly provided in Section 7 with respect to individual Features, a change to the base subscription Fee takes effect at the start of Customer’s next Subscription Term following the notice and does not apply during Customer’s then-current Subscription Term. If Provider’s notice is given fewer than thirty (30) days before the start of Customer’s next

Subscription Term, the change will not take effect until the start of the Subscription Term following that one. If Customer does not agree to a change in Fees, Customer may terminate this Agreement by providing written notice before the effective date of the change, in which case Customer will not be charged the changed amount and the termination will be effective at theend of the then current Subscription Term. Customer’s continued use of the Services on or after the date a Fee change becomes effective constitutes Customer’s agreement to pay the changed amount.

6.5 Taxes. All Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, value-added, and similar taxes, duties, and charges imposed by any governmental authority on amounts payable by Customer hereunder, other than taxes imposed on Provider’s net income. If Provider is required to collect or remit any such tax, Provider will invoice Customer for it and Customer will pay it, unless Customer provides Provider with a valid tax exemption certificate in advance.

6.6 Non-Payment. If Customer fails to pay any Fees when due, Provider may, without limiting its other rights and remedies: (a) charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until paid in full; (b) recover its reasonable costs of collection, including reasonable attorneys’ fees, to the extent permitted by applicable law; (c) suspend Customer’s access to the Services in accordance with Section 21.4 until all past due amounts are paid in full; and (d) terminate this Agreement in accordance with Section 21.3.

6.7 Billing Disputes and Chargebacks. If Customer believes an invoice or charge is incorrect, Customer must notify Provider in writing at support@p4psoftware.com within thirty (30) days of the date of the charge, identifying the amount in dispute and the basis for the dispute, in order to be eligible to receive an adjustment or credit. The parties will work in good faith to resolve the dispute promptly. Customer agrees to raise billing disputes with Provider before initiating a chargeback or payment reversal with its bank or card issuer. If Customer initiates a chargeback with respect to a charge that Provider determines in good faith to be validly owed, Provider may suspend Customer’s access to the Services in accordance with Section 21.4 until the disputed amount is resolved or repaid. If a chargeback is accepted by Customer’s bank or card issuer and is subsequently determined to have been submitted fraudulently or in bad faith, Customer shall repay the full amount of the chargeback, together with any fees imposed on Provider in connection with it, as a condition of reinstating access to Customer’s account. Nothing in this Section 6.7 limits any right Customer may have under applicable law or applicable payment network rules that cannot be waived by contract.

6.8 Plan Changes. Customer may upgrade its subscription plan or add Authorized User seats at any time, with the incremental Fees prorated for the remainder of the then-current billing period. Downgrades and seat reductions take effect at the start of the next billing period and do not entitle Customer to a refund or credit for the then-current period. Downgrading may result in the loss of Features, capacity, or Customer Data, and Customer is responsible for exporting any Customer Data it wishes to retain before a downgrade takes effect.

7.1 Provider’s Right to Modify Features. Provider reserves the right, in its discretion and at any time, to add, remove, modify, adapt, relocate, rename, rebrand, limit, throttle, suspend, or discontinue any Feature, including any Feature that was, at the time of Customer’s signup or at any point thereafter, included as part of Customer’s subscription plan at no separate charge.

7.2 Right to Begin Charging for Features. Provider may, in its discretion, begin charging a separate fee for, or move to a different pricing tier, add-on, or usage-based structure, any Feature that was previously included in Customer’s subscription plan, regardless of whether that Feature was described, referenced, or listed as included in this Agreement, any Order Form, any plan description, any onboarding material, any sales communication, or any marketing material.

7.3 Timing; Mid-Cycle Changes. Subject to Sections 7.4 and 7.5, changes made pursuant to this Section 7 may take effect at any time, including in the middle of Customer’s then-current Subscription Term or billing cycle, and are not subject to the next-billing-period alignment described in Section 6.4. This Section 7 is a specific carve-out from, and controls over, Section 6.4 and any other provision of this Agreement to the extent of any conflict, solely with respect to changes to the availability, scope, or cost of individual Features, as distinguished from changes to the base subscription Fee for Customer’s overall plan.

7.4 Notice. Provider will provide written notice to existing Customers before implementing a change described in this Section 7 that affects a Feature then in active use by Customer, including any change that begins charging a separate fee for a previously included Feature. Notice may be provided by email to the address on file, by in-app message, in release notes, or by posting to the Services. For any change that increases the total amount payable by Customer or materially reduces or discontinues a Feature then in active use by Customer (each, an “Adverse Feature Change”), Provider will provide such notice by email to the address on file not less than seven (7) days before the change takes effect. Where an Adverse Feature Change is required by a change in applicable law, by a change in the terms, pricing, or availability of a Third-Party Service on which the Feature depends, or by a security or platform-integrity need, Provider will give as much advance notice as is reasonably practicable in the circumstances, which may be less than seven (7) days. For all other changes under this Section 7, no specific advance notice period is required.

7.5 Customer’s Right to Reject an Adverse Feature Change. If Provider implements an Adverse Feature Change, Customer may, at any time within thirty (30) days after the later of (a) the date Provider’s notice is given and (b) the date the change takes effect, terminate this Agreement by written notice to Provider. If Customer so terminates, (i) Customer will not be charged the increased amount, (ii) termination will be effective on the date specified in Customer’s notice or, if none is specified, on the date the notice is received, and (iii) Provider will refund to Customer, on a pro-rata basis, any prepaid Fees allocable to the remainder of the then-current Subscription Term. This Section 7.5 states Customer’s sole and exclusive remedy for an Adverse Feature Change.

7.6 Acceptance by Continued Use. Except where Customer exercises the right set forth in Section 7.5, Customer’s continued use of the Services after notice of a change under this Section 7 has been given constitutes Customer’s acceptance of the change and, where applicable, Customer’s agreement to pay the associated fee.

7.7 No Guarantee of Continued Inclusion. Customer acknowledges that, subject to Sections 7.4 and 7.5, no Feature, however described in any Order Form, plan tier, marketing material, onboarding material, or prior communication, is guaranteed to remain included in Customer’s subscription plan, available at its current scope, or free of additional charge for any period of time.

8.1 Payment Processors. The Services integrate with third-party payment processing services, including Stripe and PayPal (each, a “Payment Processor”), to enable Customer to accept and process payments from Customer’s own clients. Customer’s use of any Payment Processor’s services is governed by that Payment Processor’s own terms, including the Stripe Connected Account Agreement, the Stripe Services Agreement, and the PayPal User Agreement, as applicable and as each may be modified from time to time. By using the payment features of the Services, Customer agrees to be bound by the applicable Payment Processor agreements.

8.2 Customer’s Payment Processor Accounts. Customer must create and maintain its own account or accounts with the applicable Payment Processor. Provider does not hold, transmit, disburse, or otherwise control Customer’s funds. All funds flow directly between Customer’s clients and Customer through the Payment Processor.

8.3 Provider Disclaimer.

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT PROVIDER SHALL NOT BE LIABLE FOR ANY PAYMENTS, MONETARY TRANSACTIONS, FUND HOLDS, FUND FREEZES, ACCOUNT RESTRICTIONS, RESERVES, CHARGEBACKS, REFUNDS, OR OTHER FINANCIAL MATTERS THAT OCCUR THROUGH CUSTOMER’S USE OF THE SERVICES. ALL PAYMENTS AND MONETARY TRANSACTIONS ARE HANDLED BY THE APPLICABLE PAYMENT PROCESSOR. PROVIDER SHALL NOT BE LIABLE FOR ANY ISSUE REGARDING FINANCIAL AND MONETARY TRANSACTIONS BETWEEN CUSTOMER AND ANY THIRD PARTY, INCLUDING ANY PAYMENT PROCESSOR. CUSTOMER AGREES THAT PROVIDER IS A TECHNICAL CONNECTOR AND NOT A BANK, MONEY TRANSMITTER, PAYMENT PROCESSOR, OR OTHER FINANCIAL SERVICES PROVIDER, AND CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH PAYMENT PROCESSING.

8.4 Transaction Responsibility. Customer is responsible for all transactions, whether one-time, recurring, or refunds, processed through the Services and any Payment Processor. Provider is not liable for loss or damage arising from errant, duplicate, or invalid transactions, including transactions that were not processed due to network or communication errors or for any other reason. If Customer initiates a transaction, it is Customer’s responsibility to verify that the transaction was successfully processed and correctly recorded.

8.5 API Changes. Customer understands that Provider relies on Payment Processor application programming interfaces to provide certain Features, and that those interfaces are subject to change, deprecation, or discontinuation at any time. Such changes may adversely affect the Services. Customer agrees not to hold Provider liable for any adverse effect resulting from any action or omission, whether intentional or unintentional, on the part of any Payment Processor.

8.6 Prohibited Transactions. Customer shall not process stolen, unauthorized, or fraudulent card transactions through any Payment Processor or the Services, and shall not use the Services to process transactions on behalf of any third party other than in the ordinary course of Customer’s own business.

8.7 Processing Fees. In addition to any transaction fees charged directly by a Payment Processor, Provider may charge a processing fee as described on the pricing page or otherwise disclosed to Customer. Any such fee will be deducted automatically from each payment or invoiced to Customer, at Provider’s election. Changes to Provider’s processing fee are governed by Section 7.

9.1 Transactional and Service Communications. Customer agrees to receive transactional and service-related communications from Provider, including account notifications, billing statements and reminders, renewal notices, security and outage alerts, notices under Section 7, and notices of changes to this Agreement. These communications are necessary for the provision of the Services, are not marketing communications, and are not subject to the marketing opt-out described in Section 9.3. Customer may not opt out of these communications while its account remains active.

9.2 Marketing Communications. Provider may send Customer marketing and promotional communications by email, and Customer may opt out of them at any time as described in Section 9.3. Provider does not make marketing or promotional telephone calls, and does not send marketing or promotional text messages, to any telephone number Customer provides. Telephone numbers Customer provides are used for transactional and service-related communications under Section 9.1 and for support. Consent to receive any marketing communication is not a condition of purchasing or using the Services. Message and data rates may apply.

9.3 Opting Out. Customer may opt out of marketing communications at any time by following the unsubscribe instructions in any marketing email, by replying STOP to any marketing text message, or by contacting Provider at support@p4psoftware.com. Provider will process opt-out requests within the period required by applicable law. Opting out of marketing communications does not affect the transactional and service-related communications described in Section 9.1.

10.1 Mass Communications Features. The Services may include Features that allow Customer to send communications, including emails, text messages, and automated voice or ringless messages, to Customer’s clients, prospects, and contacts. Customer is solely responsible for ensuring that every such communication complies with all applicable laws and regulations, including the TCPA, the CAN-SPAM Act, the Telemarketing Sales Rule, applicable state telemarketing, mini-TCPA, and automatic-dialing statutes, and applicable carrier and messaging-platform requirements, including 10DLC registration and campaign-approval requirements.

10.2 Customer’s Consent Obligations. Customer represents and warrants that, before using the Services to send any communication, Customer has obtained and will maintain records of all consents required by applicable law from each recipient, at the level of consent required for the type of communication being sent, and that Customer honors all opt-out, revocation, and do-not-call requests promptly and in accordance with applicable law. Provider provides the technical tools; Customer is solely responsible for the legal authority to contact each recipient and for the content of each communication.

10.3 Suspension of Messaging Features. Provider may immediately suspend or limit Customer’s access to any messaging Feature, without prior notice, if Provider reasonably believes Customer’s use of that Feature violates applicable law, generates abuse complaints at a rate exceeding industry norms or carrier thresholds, or exposes Provider or its vendors to liability, carrier penalties, or loss of messaging capability. Provider will notify Customer of any such suspension as soon as reasonably practicable.

10.4 Indemnification for Communications. Customer’s indemnification obligations with respect to its communications through the Services are set forth in Section 16.2, and Customer’s liability for breach of those obligations is not limited by Section 17.1 or 17.2, as provided in Section 17.3.

11.1 COPPA Warranty. Customer represents and warrants that Customer will not knowingly upload, submit, or otherwise transmit to the Services any personal information, as defined under the Children’s Online Privacy Protection Act, 15 U.S.C. § 6501 et seq., and its implementing regulations at 16 C.F.R. Part 312 (“COPPA”), of any child under the age of thirteen (13) without first obtaining verifiable parental consent in accordance with COPPA.

11.2 Notification and Cooperation. If Customer becomes aware that Customer Data contains personal information of a child under thirteen (13) that was collected without verifiable parental consent, Customer shall promptly notify Provider and shall cooperate with Provider to delete that information. Provider may delete such information without further notice to Customer upon becoming aware of it.

11.3 Minors Generally. Customer is responsible for compliance with all applicable laws governing the collection and processing of personal information of minors, including state laws that impose obligations with respect to individuals under sixteen (16) or eighteen (18) years of age.

12.1 Provider Security Program. Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, destruction, use, modification, or disclosure. Those safeguards will be no less protective than generally accepted industry standards for software-as-a-service providers of comparable size and offering comparable services.

12.2 Security Incident Notification. Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Provider confirms an unauthorized acquisition of, access to, or disclosure of Customer Data in Provider’s possession or control that compromises the security, confidentiality, or integrity of that Customer Data (a “Security Incident”). Provider’s notice will describe, to the extent then known, the nature of the Security Incident, the categories of Customer Data affected, and the measures Provider has taken or plans to take in response. Provider will reasonably cooperate with Customer in Customer’s investigation of, and response to, any Security Incident. Provider’s notification of, or response to, a Security Incident is not an acknowledgment of fault or liability. Customer is responsible for determining whether the Security Incident requires notification to individuals or regulators under laws applicable to

Customer and for making any such notification.

12.3 Customer Responsibility. Customer is responsible for maintaining the security of its account credentials and for all access to and use of the Services through its account, whether or not authorized by Customer, including configuring the Services and any access controls appropriately for Customer’s business. Customer shall promptly notify Provider of any unauthorized access to or use of its account.

12.4 No Guarantee. While Provider implements reasonable security measures, Customer acknowledges that no method of transmission over the internet and no method of electronic storage is completely secure, and Provider does not warrant that the Services or Customer Data will be free from unauthorized access under all circumstances.

13.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, visually, in writing, or in any other form, 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 Confidential Information of Customer. The Services, Provider IP, Documentation, pricing not publicly posted, and Provider’s security and product roadmap information are Confidential Information of Provider.

13.2 Protection and Permitted Use. The Receiving Party shall (a) use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (b) not use the Disclosing Party’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, Affiliates, contractors, professional advisors, and, in Provider’s case, subprocessors, in each case who have a need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section 13. The Receiving Party is responsible for any breach of this Section 13 by any person to whom it discloses Confidential Information.

13.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was known to the Receiving Party without restriction before disclosure; (c) is rightfully obtained by the Receiving Party from a third party who had the legal right to disclose it without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

13.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court or governmental order, provided that the Receiving Party, to the extent legally permitted, gives the Disclosing Party prompt prior written notice of the requirement and reasonable cooperation, at the Disclosing Party’s expense, in any effort by the Disclosing Party to contest or limit the disclosure. Disclosure made in accordance with this Section 13.4 is not a breach of this Agreement.

13.5 Equitable Relief. The Receiving Party acknowledges that a breach or threatened breach of this Section 13 may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy, and agrees that the Disclosing Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity, subject to Section 22.4.

13.6 Return or Destruction. Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party in its possession or control, except that (a) each party may retain copies required to be retained by applicable law, regulation, or bona fide document-retention policy, and (b) Provider’s obligations with respect to Customer Data are governed by Section 21.6. Confidential Information so retained remains subject to this Section 13.

14.1 Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP, including all modifications, enhancements, derivative works, and improvements thereto, whether or not incorporating or derived from Customer Data or Feedback. Nothing in this Agreement transfers any ownership right in Provider IP to Customer.

14.2 Feedback. If Customer or any Authorized User provides any suggestion, idea, enhancement request, feedback, recommendation, bug report, or other information relating to the Services (“Feedback”), Customer hereby assigns to Provider all right, title, and interest in and to that Feedback, and Provider may use, disclose, reproduce, license, and otherwise exploit the Feedback and incorporate it into the Services without restriction, attribution, or obligation of any kind to Customer.

14.3 Provider Marks. Customer shall not use any trademark, service mark, logo, or trade name of Provider except as expressly permitted in writing by Provider or as necessary to identify the Services in Customer’s internal materials. Provider may identify Customer by name and logo as a customer of Provider on Provider’s website and in Provider’s sales and marketing materials, subject to Customer’s trademark usage guidelines provided to Provider in writing and to Customer’s right to revoke this permission upon thirty (30) days’ written notice.

14.4 Reservation. All rights in Provider IP not expressly granted to Customer under this Agreement are reserved by Provider and its licensors.

15.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms; and (c) its execution and performance of this Agreement does not and will not conflict with any other agreement to which it is bound.

15.2 Provider Warranty and Exclusive Remedy. Provider warrants that, during the Term, the Services will perform materially in accordance with the Documentation when used in accordance with this Agreement and applicable law. This warranty does not apply to any: (a) Trial and Beta Services or Features designated as beta, pilot, evaluation, or pre-release; (b) issue caused by Customer’s misuse of the Services, unauthorized modification, or failure to comply with this Agreement; (c) issue caused by factors outside Provider’s reasonable control, including third party services, Payment Processors, third-party integrations, Customer’s internet connectivity, or Customer’s hardware or software; (d) issue caused by Customer Data or Customer-generated content or configuration; or (e) Services provided on a free or trial basis.

PROVIDER’S SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IN SECTION 15.2 SHALL BE FOR PROVIDER TO USE

COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE NON-CONFORMITY OR, IF PROVIDER CANNOT CORRECT THE NON-CONFORMITY WITHIN A REASONABLE TIME AFTER RECEIVING WRITTEN NOTICE OF IT, FOR CUSTOMER TO TERMINATE THIS AGREEMENT AND RECEIVE A PRO-RATA REFUND OF PREPAID FEES FOR THE UNUSED PORTION OF THE THEN-CURRENT SUBSCRIPTION TERM.

15.3 Customer Warranties. Customer represents and warrants that (a) it will use the Services in compliance with this Agreement and all applicable laws; (b) it has all rights and consents necessary with respect to the Customer Data as set forth in Section 5.4; (c) it has obtained all consents necessary for its communications as set forth in Section 10.2; and (d) it is not, and is not owned or controlled by, any person or entity subject to trade sanctions or export restrictions under the laws of the United States.

15.4 Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 15.1 AND 15.2, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

15.5 No Guarantee of Business Success.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE TOOLS TO ASSIST IN MANAGING CUSTOMER’S BUSINESS, AND THAT PROVIDER MAKES NO WARRANTY OR GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN INCREASED REVENUE, PROFITABILITY, CUSTOMER ACQUISITION, COST SAVINGS, OR ANY OTHER MEASURE OF BUSINESS SUCCESS. ANY BUSINESS OUTCOME DEPENDS ON NUMEROUS FACTORS OUTSIDE PROVIDER’S CONTROL. PROVIDER DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, INSURANCE, LICENSING, OR REGULATORY ADVICE, AND NO TEMPLATE, FORM, ESTIMATE, CONTRACT, INVOICE, TAX CALCULATION, OR OTHER OUTPUT GENERATED BY OR THROUGH THE SERVICES CONSTITUTES SUCH ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING ALL SUCH OUTPUT AND FOR CONSULTING ITS OWN ADVISORS.

16.1 Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, suit, action, or proceeding (each, a “Claim”) alleging that the Services, when used in accordance with this Agreement, infringe or misappropriate that third party’s intellectual property rights in the United States or in any other jurisdiction in which Provider has authorized Customer’s use of the Services, and shall pay any damages finally awarded against Customer by a court of competent jurisdiction, or any settlement amount agreed to in writing by Provider, resulting from such Claim.

16.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, Affiliates, and contractors from and against any Claim, and shall pay any damages finally awarded against Provider or any settlement amount agreed to by Customer, together with reasonable attorneys’ fees and costs, arising out of or relating to: (a) Customer Data, or Provider’s use of Customer Data in accordance with this Agreement; (b) Customer’s violation of applicable law; (c) Customer’s material breach of this Agreement, including any breach of Section 13 (Confidentiality) or

Section 14 (Intellectual Property); (d) Customer’s communications to third parties through the Services, including any Claim alleging violation of the TCPA, the CAN-SPAM Act, or any state analogue; (e) any dispute between Customer and any of Customer’s clients, end users, employees, or contractors; (f) any allegation that Customer Data infringes or misappropriates any third-party intellectual property right or violates any third party’s right of privacy or publicity; or (g) Customer’s use of the Services in violation of Section 4.3.

16.3 Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) shall (a) promptly notify the other party (the “Indemnifying Party”) in writing of the Claim, provided that failure to give prompt notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the Indemnifying Party control of the defense and settlement of the Claim, except that the Indemnifying Party may not settle any

Claim in a manner that imposes any non-monetary obligation on, admits fault or liability of, or requires any payment by the Indemnified Party without the Indemnified Party’s prior written consent; and (c) provide reasonable cooperation in the defense at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing. If the Indemnifying Party fails to assume the defense of a Claim within a reasonable time after receiving notice, the Indemnified Party may defend and settle the Claim at the Indemnifying Party’s expense.

16.4 Infringement Remedies and Exclusions. If a Claim under Section 16.1 is made or in Provider’s reasonable judgment appears likely to be made, Provider may, at its sole option and expense: (a) modify the Services so that they no longer infringe while providing substantially equivalent functionality; (b) obtain for Customer the right to continue using the Services; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected portion of the Services and refund to Customer, on a pro-rata basis, any prepaid Fees allocable to the terminated portion for the period following termination. The remedies in this Section 16.4, together with the indemnification obligations in Section 16.1, constitute Provider’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any actual or alleged infringement or misappropriation of third-party intellectual property rights by the Services. Provider shall have no indemnification obligation under Section 16.1 for any Claim arising from: (i) Customer’s modification of the Services; (ii) Customer’s combination of the Services with third-party products, services, data, or content not provided or expressly approved by Provider; (iii) Customer’s use of the Services in violation of this Agreement or applicable law; (iv) Customer Data or other content provided by Customer; (v) use of a version of the Services other than the then-current version, if the alleged infringement would have been avoided by use of the

then-current version; or (vi) Customer’s continued use of the Services after Provider has notified Customer of the alleged infringement and made available a modified or alternative version.

17.1 Exclusion of Damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CUSTOMER SHALL REMAIN LIABLE FOR DIRECT DAMAGES ARISING FROM CUSTOMER’S MATERIAL BREACH OF SECTION 13 (CONFIDENTIALITY) OR SECTION 14 (INTELLECTUAL PROPERTY), AND SHALL REMAIN LIABLE FOR ALL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, ARISING FROM CUSTOMER’S BREACH OF SECTION 16.2 (INDEMNIFICATION OBLIGATIONS) OR CUSTOMER’S MATERIAL BREACH OF SECTION 23.12 (EXPORT COMPLIANCE).

17.2 Cap on Monetary Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

17.3 Exceptions. The limitations in Sections 17.1 and 17.2 do not apply to: (a) Customer’s indemnification obligations under Section 16.2; (b) Customer’s material breach of Section 13 (Confidentiality) or Section 14 (Intellectual Property); (c) either party’s payment obligations under this Agreement; (d) either party’s fraud or willful misconduct; (e) Customer’s breach of Section 20 (Non-Solicitation and Platform Misuse); and (f) any liability that cannot be limited or excluded under applicable law. Provider’s indemnification obligations under Section 16.1 are

subject to the cap in Section 17.2.

17.4 Failure of Essential Purpose; Allocation of Risk. The limitations in this Section 17 apply notwithstanding any failure of essential purpose of any limited remedy. Customer acknowledges that the Fees reflect the allocation of risk set forth in this Agreement and that Provider would not provide the Services on the same economic terms without the limitations in this Section 17.

18.1 No General API or Developer Program. Provider does not currently make application programming interfaces, webhooks, developer tools, or sandbox environments generally available to Customers or to third-party developers, and no such access is granted under this Agreement. Any access to Provider’s systems other than through the standard user interface of the Services requires Provider’s prior written authorization.

18.2 Future Availability. If Provider elects in the future to make such access available, that access will be a Feature of the Services, will be governed by supplemental developer terms published or provided by Provider at that time, and will be subject to this Agreement in its entirety, including Sections 4.3, 7, 13, 14, and 20. Provider may modify, restrict, rate-limit, suspend, or discontinue any such access at any time in accordance with Section 7.

18.3 Credentials. Where Provider issues any key, token, secret, or other credential to Customer for automated or programmatic access, Customer is responsible for safeguarding it and for all activity conducted using it, and shall promptly notify Provider and rotate the credential upon becoming aware of any compromise.

19.1 Third-Party Services. The Services may interoperate with, or provide links to, services operated by third parties, including Payment Processors, messaging and telephony providers, mapping providers, and accounting platforms (collectively,

“Third-Party Services”). Third-Party Services are governed solely by the terms and privacy policies of their respective providers. Provider does not control any Third-Party Service, does not endorse it by making an integration available, and disclaims all liability arising from it, including any change, interruption, deprecation, or discontinuation of a Third-Party Service that affects the Services.

19.2 Authorization to Exchange Data. Customer’s enablement of a Third-Party Service constitutes Customer’s instruction and authorization for Provider to transmit Customer Data to, and receive Customer Data from, that Third-Party Service as necessary for the integration to function. Customer is responsible for reviewing the terms and privacy practices of each Third-Party Service it enables and for confirming that its transmission of Customer Data to that Third-Party Service is permitted under applicable law and under Customer’s own agreements and privacy notices.

19.3 No Support Obligation. Provider is not responsible for debugging, maintaining, repairing, or supporting any Third-Party Service, and has no obligation to preserve compatibility with any Third-Party Service, unless Provider has expressly agreed otherwise in a separate signed writing.

20.1 Restrictions. Customer, and any developer, agency, contractor, partner, or other third party accessing the Services or platform data through or on behalf of Customer, shall not:

use access to the Services, any integration, any customer relationship established through the Services, or any platform data to directly market, solicit, or sell products or services to other customers of Provider without Provider’s prior written consent;
scrape, extract, compile, resell, or distribute Provider’s customer data or the data of any other customer of Provider;
use access to the Services to design, develop, or market a product or service that competes with the Services; or
misrepresent itself as affiliated with, endorsed by, certified by, or officially partnered with Provider without Provider’s prior written authorization.

20.2 Remedies. Violation of this Section 20 may result in immediate suspension or termination of account access or platform access under Sections 21.3 and 21.4, without cure period and without refund. Customer acknowledges that a breach of this Section 20 may cause Provider irreparable harm for which monetary damages would be an inadequate remedy, and that Provider is entitled to seek injunctive relief in accordance with Section 22.4 in addition to any other available remedy.

20.3 Duration and Scope. The restrictions in Sections 20.1(a) and 20.1(b) survive termination or expiration of this Agreement for a period of twenty-four (24) months. The restrictions in Sections 20.1(c) and 20.1(d) survive termination or expiration indefinitely. This Section 20 shall be construed and applied only to the extent permitted by applicable law, and shall be reformed rather than voided if a court or arbitrator determines that any restriction is overbroad in duration, geographic scope, or subject matter. Nothing in this Section 20 restricts Customer from marketing or selling its own products and services to persons whose relationships with Customer were not established through or derived from Customer’s access to the Services.

21.1 Term. This Agreement commences on the date Customer first accepts it and continues until terminated in accordance with this Section 21 (the “Term”).

21.2 Termination for Convenience by Customer. Customer may terminate this Agreement at any time by canceling its subscription through the account settings or by providing written notice to Provider. Termination under this Section 21.2 is effective at the end of the then-current billing period, and no refund will be provided for the unused portion of that period. Cancellation must be completed before the renewal date in order to avoid the next renewal charge.

21.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it. If Customer terminates for Provider’s uncured material breach, termination is effective upon expiration of the cure period and, except as otherwise required by applicable law, Provider shall refund to Customer, on a pro-rata basis, any prepaid Fees allocable to the unused portion of the then-current Subscription Term. Notwithstanding the foregoing, Provider may terminate this Agreement immediately upon written notice and without any cure period if Customer: (i) materially breaches Section 4 (License Grantand Restrictions), Section 5 (Customer Data and Ownership), Section 13 (Confidentiality),

Section 14 (Intellectual Property), or Section 20 (Non-Solicitation and Platform Misuse); (ii) engages in illegal activity relating to its use of the Services; (iii) engages in activity that poses a material security risk to the Services, to Provider, or to third parties; (iv) refuses to fulfill or materially breaches its indemnification obligations under Section 16.2 after receiving notice and a reasonable opportunity to assume the defense; (v) exceeds applicable usage limits or quotas by more than fifty percent (50%) for two consecutive billing periods after receiving written notice; (vi) uses the Services in a manner that subjects Provider to an actual regulatory investigation or material liability; (vii) becomes insolvent, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or makes an assignment for the benefit of creditors. Provider may also terminate this Agreement immediately upon written notice if Customer fails to pay any Fees when due.

21.4 Suspension. Provider may suspend Customer’s access to the Services, in whole or in part, immediately and without prior notice if: (a) Customer fails to pay any Fees when due, including after any applicable grace period; (b) Customer’s use of the Services poses a security risk to the Services, Provider’s systems, or any third party; (c) Customer’s use of the Services may subject Provider to liability, regulatory action, or legal claims; (d) Customer’s use of the Services violates applicable law or regulation; (e) Customer breaches Section 4.3 (Use

Restrictions), Section 13 (Confidentiality), Section 14 (Intellectual Property), or Section 20 (Non-Solicitation and Platform Misuse); (f) Customer exceeds the usage limits or quotas applicable to its subscription; (g) Provider reasonably believes suspension is necessary to comply with a legal requirement, court order, or request from a law enforcement or regulatory authority; or (h) Provider detects unusual activity or patterns suggesting unauthorized access to Customer’s account. Provider shall use commercially reasonable efforts to provide notice of a

suspension where practicable and to limit the scope and duration of the suspension to what is reasonably necessary, but a failure to provide notice does not affect Provider’s right to suspend. Provider will restore access promptly after the condition giving rise to the suspension is resolved. Suspension for a cause attributable to Customer does not entitle Customer to any refund, credit, or extension of the Subscription Term.

21.5 Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights granted to Customer under this Agreement immediately cease; (b) Customer shall immediately discontinue all use of the Services and delete or destroy all copies of Provider’s software, Documentation, and materials in its possession; (c) Customer shall immediately pay all outstanding Fees and charges incurred through the effective date of termination; (d) each party shall return or destroy the other party’s Confidential Information in accordance with Section

13.6; and (e) termination does not affect any right or obligation that accrued before the effective date of termination.

21.6 Data Export and Deletion. Upon termination or expiration, Customer will have a period of thirty (30) days to export Customer Data from the Services using Provider’s standard export tools, except that if this Agreement is terminated by Provider under Section 21.3 or access is suspended under Section 21.4 as a result of Customer’s breach, Provider may immediately suspend access and is not obligated to provide any export period. Provider may charge a reasonable fee for export assistance beyond its standard export tools. Customer acknowledges that certain data formats, media, derived records, and integration configurations may not be available for export, and that Provider makes no warranty regarding the completeness or usability of exported data. After the applicable export period, or immediately upon termination for Customer’s breach, Provider may delete all Customer Data in its possession, and Provider shall have no obligation to maintain or provide any Customer Data thereafter, except as required by applicable law or legal process. Provider shall not be liable to Customer or to any third party for deletion of Customer Data in accordance with this Section 21.6.

21.7 Survival. Sections 1 (Definitions), 2 (Structure of the Agreement; Order of Precedence), 4.5 (Reservation of Rights), 5.1, 5.3, 5.4, and 5.7, 6 (Payment Terms, with respect to amounts accrued before termination), 8.3, 10.4, 11 (Children’s Privacy), 12.4, 13 (Confidentiality), 14 (Intellectual Property), 15.4 and 15.5 (Disclaimers), 16 (Indemnification), 17 (Limitation of Liability), 20 (Non-Solicitation and Platform Misuse, as provided in Section 20.3), 21.5, 21.6, and 21.7, 22 (Dispute Resolution), 23 (General Provisions), and 24 (Contact Information), together with any provision of a Schedule expressly stated to survive, shall survive any termination or expiration of this Agreement.

22.1 Informal Resolution. Before initiating arbitration, the party raising a dispute shall send the other party a written notice of dispute describing the nature and basis of the claim and the relief sought, addressed as provided in Section 23.7. The parties shall attempt in good faith to resolve the dispute through discussion between representatives with authority to settle it for a period of thirty (30) days after the notice is given. If the dispute is not resolved within that period, either party may commence arbitration. This Section 22.1 does not apply to a request for the equitable relief described in Section 22.4, and the running of any limitations period is tolled during the thirty (30) day period.

22.2 Mandatory Arbitration.

EXCEPT AS SET FORTH IN SECTION 22.4, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION IN WHATCOM COUNTY, WASHINGTON, BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THIS AGREEMENT TO ARBITRATE IS GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1 ET SEQ. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.

22.3 Class and Representative Action Waiver.

YOU AGREE TO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PROVIDER AGREE IN WRITING, NO ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

22.4 Exceptions to Arbitration. Notwithstanding Section 22.2: (a) either party may bring an individual action in small claims court if the claim qualifies, and the parties consent to the sole jurisdiction and venue of any small claims court located in Whatcom County, Washington; and (b) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction located in Whatcom County, Washington, without first

complying with Section 22.1, to prevent or restrain the actual or threatened infringement, misappropriation, or violation of that party’s intellectual property rights, Confidential Information, or rights under Section 20. Seeking relief under clause (b) does not waive either party’s right to arbitrate any other claim.

22.5 Jury Trial Waiver.

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

22.6 Limitation on Time to Bring Claims.

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THIS SECTION 22.6 DOES NOT APPLY TO ANY CLAIM FOR WHICH APPLICABLE LAW PROHIBITS THE CONTRACTUAL SHORTENING OF THE LIMITATIONS PERIOD, AND DOES NOT APPLY TO EITHER PARTY’S PAYMENT OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.

22.7 Arbitration Costs. Each party shall bear its own attorneys’ fees and costs in arbitration, and the parties shall share equally the arbitrator’s fees and the administrative fees of the American Arbitration Association, except that (a) the arbitrator may reallocate fees and costs as permitted by the applicable rules or by applicable law, and (b) the arbitrator may award attorneys’ fees to the prevailing party where a statute or this Agreement provides for them.

22.8 Severability of This Section. If any portion of Section 22.3 is found to be unenforceable with respect to a particular claim or request for relief, that claim or request for relief shall be severed from the arbitration and brought in a court of competent jurisdiction located in Whatcom County, Washington, and the remainder of this Section 22 shall continue to apply to all other claims. If Section 22.3 is found to be unenforceable in its entirety, then Section 22.2 shall be void in its entirety, and all disputes shall be resolved in the courts identified in Section 23.1. The remaining provisions of this Section 22, including Sections 22.5 and 22.6, survive in all events.

22.9 Changes to This Section. No amendment to this Section 22 adopted after a dispute arises shall apply to that dispute. Provider will not apply any change to this Section 22 to any claim of which Provider had written notice before the effective date of the change.

23.1 Governing Law and Venue. This Agreement is governed by and construed in

accordance with the internal laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule. Subject to Section 22, the state and federal courts located in Whatcom County, Washington shall have exclusive jurisdiction and venue over any action arising out of or relating to this Agreement, and each party irrevocably consents to that jurisdiction and venue and waives any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Entire Agreement. This Agreement, together with the Privacy Policy, the Schedules, any applicable Order Form, and any applicable Promotional Terms, constitutes the sole and entire agreement between Customer and Provider with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to the Services. Customer acknowledges that it has not relied on any statement, representation, or assurance not expressly set forth in this Agreement, including any statement made in marketing materials, demonstrations, onboarding sessions, or sales communications. Part II (Website Terms of Use) governs use of the Website; in the event of a conflict between Part I and Part II with respect to Customer’s use of the Services, Part I controls.

23.3 Amendment. Provider may modify this Agreement from time to time. Provider will post the modified Agreement on the Services or at https://www.p4psoftware.com/terms with an updated “Last Modified” date. For any modification that materially and adversely affects Customer’s rights or obligations (a “Material Change”), Provider will provide notice to Customer

not less than thirty (30) days before the Material Change takes effect, by email to the address associated with Customer’s account and, where practicable, by conspicuous in-app notice; the Material Change takes effect on the date stated in the notice. All other modifications take effect upon posting. Customer’s continued use of the Services on or after the effective date of a modification constitutes Customer’s acceptance of it. If Customer does not agree to a Material Change, Customer’s sole and exclusive remedy is to terminate this Agreement by written notice before the effective date, in which case Provider will refund to Customer, on a pro-rata basis, any prepaid Fees allocable to the remainder of the then-current Subscription Term. No Material Change applies retroactively to any dispute, claim, or event arising before its effective date. Changes to Fees are governed by Section 6.4, and changes to Features are governed by Section 7; to the extent of any conflict, those Sections control over this Section 23.3.

23.4 Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law, change of control, merger, or otherwise, without Provider’s prior written consent, which shall not be unreasonably withheld in the case of an assignment to a successor to all or substantially all of Customer’s business or assets that is not a competitor of Provider. Provider may assign this Agreement without consent to an Affiliate

or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section 23.4 is void. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

23.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect. Section 22.8 governs severability within Section 22.

23.6 Waiver. No waiver by either party of any term or condition of this Agreement is effective unless in writing and signed by the waiving party, and no waiver shall be deemed a further or continuing waiver of that term or condition or a waiver of any other term or condition. No failure or delay in exercising any right operates as a waiver of that right.

23.7 Notices. All notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email to support@p4psoftware.com in the case of notices to Provider, or to the email address on file in Customer’s account in the case of notices to Customer, in each case with confirmation of transmission and, for notices to Provider of breach, termination, or a dispute, only if also sent by the method in clause (c); or (c) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to Provider at the address set forth in Section 24, Attention: Legal Department, or to Customer at the address on file in Customer’s account. Routine operational, billing, and product notices, including notices under Sections 6.3, 6.4, 7.4, and 23.3, may be given by email or in-app notice alone.

23.8 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.

23.9 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, other than payment obligations, due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, or failure of the internet, provided that the affected party give prompt notice of such condition and uses reasonable efforts to resume performance.

23.10 Promotional Terms. From time to time, Provider may offer promotional pricing, discounts, trials, referral offers, or other special offers subject to Promotional Terms. Promotional Terms will be set forth in a separate communication, on the Services, or in Schedule 1, and are subject to additional conditions. In the event of a conflict between this Agreement and any Promotional Terms, the Promotional Terms control only with respect to the specific promotion to which they apply. Promotional Terms may be modified or withdrawn

prospectively at any time, except that a modification or withdrawal will not divest a participant of a benefit already earned under the applicable Promotional Terms.

23.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers any legal or equitable right, benefit, or remedy on any other person, including any Authorized User or any client, contact, or end user of Customer.

23.12 Export Compliance and Sanctions. Customer shall comply with all applicable export and import control laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that it is not identified

on any U.S. government restricted-party list. Customer shall not permit any Authorized User to access the Services in violation of any such law or regulation.

23.13 U.S. Government End Users. The Services are “commercial products” as defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation.” Any use, modification, reproduction, release, performance, display, or disclosure by or on behalf of the U.S. Government is governed solely by this Agreement.

23.14 Electronic Records and Signatures. The parties consent to the use of electronic records and electronic signatures in connection with this Agreement and any Order Form. An electronic signature, including a click-to-accept, has the same legal effect as a handwritten signature under the Washington Uniform Electronic Transactions Act, RCW 19.360, and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. Customer may request a paper copy of any record by contacting Provider at support@p4psoftware.com.

23.15 Counterparts. Any Order Form or amendment executed by the parties may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Delivery of an executed counterpart by electronic transmission is as effective as delivery of an original.

B.1 General Framework. Provider may from time to time offer promotional pricing,

onboarding incentives, referral rewards, extended trials, or similar offers. Each offer is subject to (a) the Promotional Terms published for that offer, which will state the offer period, eligibility criteria, required qualifying actions and deadlines, the benefit, and the verification and fulfillment process; and (b) this Part B and Section 23.10.

B.2 Standard Conditions Applicable to All Promotions. Unless the applicable Promotional Terms expressly provide otherwise: (a) each offer is limited to one redemption per company or business entity; (b) completion of qualifying actions as displayed in the Services does not by itself establish eligibility, and Provider will verify completion against the criteria stated in the Promotional Terms; (c) Provider may request reasonable proof of qualifying activity; (d) verified benefits will be fulfilled within fifteen (15) business days after verification, with any refund issued

to the original payment method; (e) fraudulent, incomplete, or misleading submissions void eligibility; (f) benefits have no cash value and may not be combined with any other discount, trial, or promotion; and (g) Provider may modify, suspend, or terminate an offer prospectively at any time, provided that no such action divests a participant of a benefit already earned by completing all qualifying actions within the offer period.

B.3 Expired Promotions. Promotional Terms for an offer whose offer period has closed no longer apply to new participants and are superseded by this Part B, except with respect to a participant who completed all qualifying actions within the applicable offer period and whose benefit has not yet been fulfilled.

1.1 Agreement. These Website Terms of Use (these “Terms”) constitute a legally binding

agreement between you and P4P Software, LLC, a Washington limited liability company (“Company,” “we,” “us,” or “our”). These Terms govern your access to and use of www.p4psoftware.com and any successor domain (the “Website”), including all content, functionality, and services offered on or through the Website, but excluding access to or use ofthe P4P Software platform, which is governed by the separate SaaS Services Agreement set forth in Part I.

1.2 Acceptance. By clicking “I Accept,” or by accessing or using the Website, you

acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, available at https://www.p4psoftware.com/privacy-policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you

must not access or use the Website.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 13 THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ SECTION 13 CAREFULLY.

2.1 Age and Location. This Website is offered and available to users who are eighteen (18) years of age or older and who reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you meet these requirements. If you do not meet them, you must not access or use the Website.

2.2 No Use by Minors. The Website is not directed to, and we do not knowingly collect personal information from, individuals under eighteen (18) years of age. If we learn that we have collected personal information from such an individual, we will delete it.

2.3 Platform Access. If you wish to create an account and use the P4P Software platform, your use will be governed by the SaaS Services Agreement in Part I, which requires separate acceptance and which is limited to users eighteen (18) years of age or older.

We may revise and update these Terms from time to time in our discretion. We will provide notice of material changes by posting the updated Terms on the Website with a new “Last Modified” date and, for registered users and where otherwise required by law, by email notification to the address associated with your account. Non-material changes are effective immediately upon posting. Material changes are effective thirty (30) days after posting and notice, and apply to all access to and use of the Website on and after that effective date. Your continued use of the Website on or after the effective date of any change constitutes your acceptance of it. If you do not agree to the modified Terms, you must stop using the Website. No change to these Terms applies retroactively to any dispute arising before its effective date, and no change to Section 13 applies to any dispute of which we had notice before the effective date.

4.1 Ownership. The Website and its entire contents, features, and functionality, including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by the Company, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws.

4.2 Trademarks. The Company name, the term “P4P Software,” the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its Affiliates or licensors. You must not use any such mark without the prior written permission of the Company. All other names, logos, and marks appearing on the Website are the trademarks of their respective owners.

These Terms permit you to use the Website for your personal, non-commercial use only, and, if you are a current or prospective customer, for the internal business purpose of evaluating or managing your relationship with the Company. This license is limited, revocable, non-exclusive, and non-transferable. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material on the Website, except as follows:

your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing them;
you may store files that are automatically cached by your web browser for display enhancement purposes;
you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution; and
if we provide social media features with certain content, you may take such actions as are enabled by those features.

If you print, copy, modify, download, or otherwise use, or provide any other person with access to, any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made, and provide written certification of that destruction or return upon our reasonable request. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved.

You may use the Website only for lawful purposes and in accordance with these Terms. You

agree not to use the Website:

in any way that violates any applicable federal, state, local, or international law or regulation;
for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;
to transmit any advertising or promotional material without our prior written consent, including any spam or similar solicitation;
to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity; or
to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or that may harm the Company or users of the Website.

Additionally, you agree not to:

use any robot, spider, scraper, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
use any device, software, or routine that interferes with the proper working of the Website;
introduce any virus, Trojan horse, worm, logic bomb, or other material that is malicious or technologically harmful;
attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
attack the Website by means of a denial-of-service attack or a distributed denial-of-service attack; or
otherwise attempt to interfere with the proper working of the Website, or reverse engineer, decompile, or disassemble any portion of the Website.

7.1 User Contributions. The Website may contain interactive features that allow users to

post, submit, publish, display, or transmit content or materials (“User Contributions”).

7.2 Content Standards. You agree that any User Contribution you provide will not:

contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
infringe any patent, trademark, trade secret, copyright, or other intellectual property or proprietary right of any other person;
violate the legal rights, including rights of publicity and privacy, of others, or contain any material that could give rise to civil or criminal liability under applicable law;
be likely to deceive any person, promote any illegal activity, or advocate, promote, or assist any unlawful act;
cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person;
impersonate any person, or misrepresent your identity or affiliation with any person or organization; or
give the impression that it emanates from or is endorsed by us or any other person or entity, if that is not the case, or contain advertising, promotional material, or any form of commercial solicitation.

7.3 Non-Confidential. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary, except for personal information, which will be handled in accordance with our Privacy Policy and will not be subject to the license in Section 7.4 except as necessary to provide the services you request.

7.4 License Grant. By providing any User Contribution on the Website, you grant us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a perpetual, irrevocable (except as provided in Section 7.5), royalty-free, fully paid-up, worldwide, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose related to the operation and promotion of the Website and our business.

7.5 Deletion Requests. Notwithstanding the perpetual and irrevocable nature of the license granted in Section 7.4, you may request deletion of your User Contributions by contacting us at support@p4psoftware.com, and we will use commercially reasonable efforts to remove those User Contributions from public display within thirty (30) days, except to the extent we are required to retain them by law or they have been incorporated into derivative works or shared with third parties before your deletion request.

7.6 Your Representations. You represent and warrant that you own or control all rights in and to your User Contributions and have the right to grant the license in Section 7.4, and that all of your User Contributions comply with these Terms. You are responsible for any User Contribution you submit or contribute. We are not responsible or liable to any third party for the content or accuracy of any User Contribution.

7.7 Our Rights. We have the right, but not the obligation, to: (a) monitor, review, screen, post, remove, modify, store, or delete any User Contribution at any time and for any reason, including if we believe it violates these Terms or applicable law, provided that we will provide notice to you of any removal or modification when practicable; (b) disclose any User Contribution and the circumstances surrounding its transmission to any third party in order to operate the Website, to

protect ourselves and our Affiliates, or to comply with legal obligations or governmental requests; and (c) take any action with respect to any User Contribution that we deem necessary or appropriate if we believe it violates these Terms, infringes any intellectual property or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

If the Website contains links to other sites and resources provided by third parties, including links contained in advertisements, banner advertisements, and sponsored links, those links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party website linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for that website.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE.

YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND

CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE WEBSITE FOR RECONSTRUCTION OF ANY LOST DATA.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, OR THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY

LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITE LINKED TO IT, OR ANY CONTENT ON THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, AND EVEN IF FORESEEABLE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) OR (B) THE AMOUNT YOU PAID, IF ANY, TO ACCESS THE WEBSITE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

The limitations in this Section 11 do not apply to liability resulting from our gross negligence, willful misconduct, or fraud, or to any other liability that cannot be limited under applicable law. This Section 11 does not limit or modify Section 17 of Part I with respect to your use of the Services.

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys’ fees, arising out of or relating to: (a) your violation of these Terms; (b) your use of the Website in violation of these Terms or applicable law; (c) your User Contributions; (d) any use of the Website’s content, services, or products other than as expressly authorized in these Terms; or (e) your use of any information obtained from the Website, except to the extent such claims arise from the Company’s gross negligence, willful misconduct, or breach of these Terms.

The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with the Company’s defense of such claims. You may not settle any such matter without the Company’s prior written consent.

13.1 Precedence for Account Holders. If you are a Customer under Part I, Section 22 of Part I governs any dispute arising out of or relating to the Services, and this Section 13 governs only disputes arising out of or relating to the Website that are not within the scope of Section 22 of Part I. Where a dispute arises under both, Section 22 of Part I controls. This provision is added to eliminate the conflict between the two arbitration clauses. Part I sends disputes to AAA Commercial Rules in Whatcom County; this Part II clause sends them to AAA Consumer Rules in Seattle. A Customer is bound by both, and most disputes arise out of both the platform and the Website, which gives a claimant an ambiguity and unconscionability argument before anyone reaches the merits.

13.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Website, including any dispute regarding the applicability, interpretation, or enforceability of this arbitration provision, shall be resolved through binding arbitration, except that either party may bring an action in court for injunctive or other equitable relief regarding intellectual property rights or to enforce this arbitration provision, and except that either party may bring an individual action in small claims court if the claim qualifies. The arbitration shall be

conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association then in effect. The place of arbitration shall be Seattle, Washington, or another location mutually agreed upon by the parties, or, at the election of a consumer claimant, the county of the claimant’s residence. The decision of the arbitrator shall be final and binding, subject to any right of appeal under the Federal Arbitration Act. Judgment on the award may be entered in any court having jurisdiction.

13.3 Fees and Costs. Each party shall bear its own costs and expenses of arbitration, provided that if you are a consumer and prevail on any claim for which you are legally entitled to attorneys’ fees, the arbitrator may award reasonable attorneys’ fees and costs as determined by applicable law. The parties shall share equally the arbitrator’s fees and expenses, unless the arbitrator awards otherwise or applicable law or the applicable AAA rules require a different allocation.

13.4 Class Action Waiver.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

13.5 Severability. If Section 13.4 is found to be unenforceable with respect to a particular claim or request for relief, that claim or request shall be severed from the arbitration and brought in a court of competent jurisdiction in Whatcom County, Washington, and the remainder of this Section 13 shall continue to apply. If Section 13.4 is found unenforceable in its entirety, Section 13.2 shall be void in its entirety.

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of that term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of that right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent necessary such that the remaining provisions of these Terms continue in full force and effect.

These Terms and our Privacy Policy constitute the sole and entire agreement between you and P4P Software, LLC regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. Except as provided in Section 3, no modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of P4P Software, LLC.

If you create an account and use the P4P Software platform, the SaaS Services Agreement in Part I will govern that relationship and, to the extent of any conflict between these Terms and Part I, Part I controls with respect to your use of the platform; provided, however, that these Terms continue to govern your use of the Website outside of the platform functionality. Our Privacy Policy is available on our Website and is incorporated herein by reference. We reserve the right to update the Privacy Policy from time to time, and any such update will be effective upon posting to the Website, except that we will provide advance notice of material changes as described in the Privacy Policy.

This Website is operated by P4P Software, LLC, a Washington limited liability company. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to support@p4psoftware.com. For legal notices, including notices of breach, termination, or disputes, written notice must be sent to the mailing address below,

Attention: Legal Department, and shall be deemed received five (5) business days after mailing by certified mail, return receipt requested.

Our principal place of business and mailing address for legal notices is:

P4P Software

1370 Admiral Pl

Ferndale, WA 98248 USA

support@p4psoftware.com

Terms Of Service

Part I — Saas Services Agreement

1. Definitions

2. Structure Of The Agreement; Order Of Precedence

3. Eligibility And Account Registration

4. License Grant And Restrictions

5. Customer Data And Ownership

6. Payment Terms

7. Feature Modifications And Charges

8. Third-Party Payment Processing

9. Communications From Provider

10. Customer's Communications To Its Own Clients And Contacts

11. Children's Privacy And Coppa Compliance

12. Security

13. Confidentiality

14. Intellectual Property

15. Warranties And Disclaimers

16. Indemnification

17. Limitation Of Liability

18. Api Access And Developer Use

19. Third-Party Integrations, Applications, And Services

20. Non-Solicitation And Platform Misuse

21. Term And Termination

22. Dispute Resolution

23. General Provisions

24. Contact Information

Schedule 1 — Program Terms

Part A — Promotional Programs

Part II — Website Terms Of Use

1. Acceptance Of These Terms

2. Eligibility

3. Changes To These Terms

4. Intellectual Property Rights

5. Limited License To Use The Website

6. Prohibited Uses

7. User Contributions And Content Standards

8. Third-Party Links

9. Privacy

10. Disclaimer Of Warranties

11. Limitation Of Liability

12. Indemnification

13. Dispute Resolution And Arbitration

14. Waiver And Severability

15. Entire Agreement; Relationship To The Saas Service Agreement

16. Governing Law

17. Your Comments And Concerns