Subscription Terms and Conditions

Pavewise, Inc.

Version: [v.2026.02.13] | Effective Date: [February 13, 2026]

1. Parties; Order Forms; Acceptance.

1. These Subscription Terms and Conditions (these “Terms”) are between Pavewise, Inc., a Delaware corporation (“Provider”), and the customer identified in the applicable Quote/Order Form (“Customer”).
2. These Terms apply to each quote, order form, or HubSpot quote accepted by Customer that references these Terms (each, an “Order Form”). Each Order Form and these Terms together form the “Agreement.”
3. Customer accepts the Agreement by signing an Order Form (or by paying amounts due or accessing/using the Services).

2. Services; License.

Provider will make available its cloud-based software and related services described in an Order Form (the “Services”). Subject to this Agreement, Provider grants Customer a non-exclusive, non-transferable right for Customer and its Authorized Users to access and use the Services solely for Customer's internal business purposes during the Term.

3. Authorized Users; Customer Responsibilities; Acceptable Use.

1. Customer is responsible for (a) its Authorized Users' compliance with this Agreement, (b) maintaining the confidentiality of login credentials, and (c) the accuracy, legality, and content of Customer Data.
2. Customer will not (and will not permit any third party to): (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer or attempt to discover source code; (iii) access the Services to build a competing product; (iv) interfere with or disrupt the Services; or (v) use the Services in violation of applicable law.
3. Annual Review; Timing. Beginning with the first renewal term (and each renewal term thereafter) following the initial subscription term stated in the applicable Order Form, Provider will review Customer's Active User count thirty (30) days prior to the start of that renewal term (the “Annual User Review”).
4. Active User. “Active User” means a user account that, during the twelve (12) months immediately preceding the applicable Annual User Review, has recorded at least one (1) login or API call in a calendar month in any three (3) separate months.
5. Review Period; Data Source. The review period for each Annual User Review is the twelve (12) months immediately preceding the applicable Annual User Review. Provider will determine Active Users based on Provider's usage logs, which may be made available to Customer via the admin dashboard.
6. Preliminary Report; Customer Dispute/Deactivation Window. Provider will deliver a preliminary Active User report to Customer forty-five (45) days before the end of the then-current subscription term. Customer will have fifteen (15) days after receipt to (i) dispute the report in writing with reasonable detail and/or (ii) deactivate Users.
7. Final Determination; Lock Date. Provider will finalize and “lock” the Active User count thirty (30) days before the start of the applicable renewal term (the “Locked User Count”). The Locked User Count will be used to set pricing for the upcoming renewal term.
8. Bucket Pricing; Invoicing; True-Up. If pricing is based on user “buckets” and billed annually in advance, Provider will invoice based on the Locked User Count for the upcoming renewal term. Provider may issue a true-up invoice or credit, as applicable, within fifteen (15) days after the Annual User Review. Customer will pay any true-up amount in accordance with the Order Form payment terms, and if not stated, net thirty (30) days.
9. Effect of Deactivation. Deactivated Users are not counted as Active Users solely by virtue of deactivation; however, deactivation does not remove historical usage that otherwise meets the Active User definition.

4. Order Form Details; Fees; Taxes.

1. Commercial terms (including fees, billing frequency, payment method, subscription metrics such as seats/usage, overage/true-up mechanics, and the subscription start date) are set forth in the applicable Order Form.
2. Unless an Order Form states otherwise: (a) fees are invoiced in advance, (b) all fees are non-cancelable and non-refundable, and (c) Customer will pay invoices within thirty (30) days.
3. Fees exclude taxes. Customer is responsible for all applicable sales, use, VAT, GST, or similar taxes, excluding taxes on Provider's net income.

5. Term; Renewal.

The initial subscription term and any renewal terms are stated in the Order Form (the “Term”). If the Order Form provides for auto-renewal, then the subscription will renew automatically for the renewal period stated in the Order Form unless either party gives notice of non-renewal within the notice period stated in the Order Form.

6. Suspension.

Provider may suspend access to the Services immediately upon notice if: (a) Customer is overdue on undisputed amounts, (b) Customer's use poses a security risk to the Services or third parties, (c) Customer violates Section 3 (Acceptable Use), or (d) suspension is required by law. Provider will reinstate access promptly after the issue is cured.

7. Customer Data; Privacy; Security.

1. “Customer Data” means data submitted to the Services by or on behalf of Customer. Customer retains all rights in Customer Data. Customer grants Provider a limited right to host, process, transmit, and display Customer Data solely to provide and support the Services.
2. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. Provider may use de-identified and aggregated data derived from Customer Data for product improvement and analytics.
3. If the parties execute a data processing addendum (“DPA”), the DPA will apply to the extent Customer Data includes personal data regulated by applicable privacy laws.

8. Confidentiality.

1. Each party may receive the other party's Confidential Information. “Confidential Information” means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that the receiving party can show: (a) is or becomes public through no fault of the receiving party; (b) was known without restriction before receipt; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without breach of a duty of confidentiality.
2. The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement and will protect it using at least the same degree of care it uses to protect its own similar information (and no less than reasonable care). The receiving party may disclose Confidential Information to its employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.
3. If the receiving party is required by law to disclose Confidential Information, it will (to the extent permitted) give the disclosing party prompt notice and reasonably cooperate with efforts to limit disclosure.

9. Intellectual Property; Feedback.

1. Provider (and its licensors) retain all rights in the Services, documentation, and any related technology. No rights are granted except as expressly stated.
2. If Customer provides feedback or suggestions regarding the Services, Provider may use them without restriction or obligation.

10. Warranties; Disclaimers.

1. Provider warrants that, during the Term, the Services will perform in all material respects in accordance with Provider's published documentation. Customer's exclusive remedy and Provider's entire liability for breach of this warranty is for Provider to use commercially reasonable efforts to correct the nonconformance.
2. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Money-Back Guarantee.

If an Order Form states that a money-back guarantee applies, the guarantee will be governed solely by the guarantee addendum or policy identified in the Order Form (the “Guarantee”). The Guarantee applies only to eligible Customers and only during the stated guarantee window. Except for amounts refundable under an applicable Guarantee, all fees are non-refundable.

12. Indemnification.

1. Provider will defend Customer against any third-party claim alleging that the Services (excluding Customer Data) infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement, provided Customer (a) promptly notifies Provider, (b) allows Provider sole control of the defense and settlement, and (c) reasonably cooperates.
2. Customer will defend Provider against any third-party claim arising from (i) Customer Data, or (ii) Customer's use of the Services in violation of this Agreement or applicable law, and will pay damages finally awarded or agreed in settlement.
3. This Section does not apply to claims arising from modifications not made or authorized by the indemnifying party, or combinations with non-Provider products not provided by Provider.

13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY. (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. (C) THE LIABILITY CAP DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR A PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

14. Termination.

1. Either party may terminate this Agreement for material breach if the breaching party does not cure within thirty (30) days after written notice.
2. Upon termination or expiration: (a) Customer's right to access the Services ceases, and (b) upon request made within thirty (30) days, Provider will make Customer Data available for export in a standard format, after which Provider may delete Customer Data in accordance with its retention practices, unless prohibited by law.
3. If Customer terminates for Provider's uncured material breach, Provider will refund any prepaid fees covering the period after termination. Otherwise, no refunds apply except as required by law or an applicable Guarantee.

15. Publicity.

Unless prohibited in an Order Form, Provider may identify Customer as a customer and use Customer's name and logo in Provider's marketing materials.

16. Assignment; Subcontractors.

1. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.
2. Provider may use subcontractors to perform its obligations, but remains responsible for their performance.

17. Governing Law; Venue.

This Agreement is governed by the laws of North Dakota, excluding conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in Burleigh County, North Dakota, and each party consents to personal jurisdiction and venue there.

18. Miscellaneous

1. Entire Agreement. This Agreement (including all Order Forms and any addenda referenced in an Order Form) is the entire agreement and supersedes prior discussions.
2. Order of Precedence. If there is a conflict, the following order controls: (1) an Order Form, (2) an applicable addendum (e.g., DPA, SLA, Guarantee), then (3) these Terms. Any general website terms of service or similar terms posted by Company (the “General Terms”) apply only to website access and use, and only to the extent they do not conflict with the documents listed above. In the event of a conflict, the documents listed above control over the General Terms.
3. Amendments. Provider may update these Terms for future Order Forms by posting a new version with a new effective date. Changes will not apply to an existing Order Form unless the parties agree in writing.
4. Notices. Notices must be in writing and delivered by email and/or nationally recognized overnight courier to the addresses in the Order Form.
5. Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. A waiver must be in writing and is limited to the specific instance.