This Software Services Agreement (“Agreement”) is entered into on the initial date of purchase, account registration, subscription activation, or other acceptance of these terms, whichever occurs first (the “Effective Date”), between Lexul LLC, with a place of business at 400 Quincy St, STE 802, Hancock, MI 49930 (“Company”), and the customer, company, organization, or individual accepting this Agreement (“Customer”).

By creating an account, subscribing to a plan, accessing the Services, or otherwise using Lexul Field Service, Customer agrees to be bound by this Agreement.

1. Software Services and Support

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to Lexul Field Service and related software services selected by Customer through the applicable subscription plan, checkout process, billing page, order form, or written agreement (the “Services”).

As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, suspend, or cancel passwords, accounts, or access credentials that Company deems inappropriate, insecure, fraudulent, or in violation of this Agreement.

Customer is responsible for configuring the Services for its business use unless Customer has separately purchased implementation, onboarding, migration, training, or custom services in a written order form or custom plan agreement. Self-service subscriptions do not include assisted onboarding unless expressly stated in the applicable plan or order.

Support for the Services is provided in accordance with the Support Terms attached as Exhibit C.

2. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software except to the extent expressly permitted by Company or authorized within the Services; use the Services or Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

Customer may not remove or export from the United States, or allow the export or re-export of, the Services, Software, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

As defined in FAR section 2.101, the Software and documentation are “commercial items” and, according to DFAR section 252.227-7014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect, this Agreement, and all applicable laws and regulations.

Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses, including without limitation costs and attorneys’ fees, in connection with any claim or action that arises from Customer’s violation of this Agreement, Customer’s use of the Services, Customer Data, or Customer’s violation of applicable law.

Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit, suspend, or remove any use of the Services it believes may be, or is alleged to be, in violation of this Agreement or applicable law.

Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including without limitation modems, hardware, servers, software, operating systems, networking, and web servers (collectively, “Equipment”). Customer is responsible for maintaining the security of Equipment, Customer’s account, passwords, administrative users, user permissions, files, and Customer Data, and for all activity occurring under Customer’s account, whether or not authorized by Customer.

3. Confidentiality; Proprietary Rights

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, product, operational, or other non-public information relating to the Disclosing Party’s business (“Proprietary Information”).

Proprietary Information of Company includes non-public information regarding features, functionality, performance, pricing, roadmap, technology, systems, processes, and software related to the Services.

Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”).

The Receiving Party agrees to take reasonable precautions to protect Proprietary Information and not to use or disclose such Proprietary Information except as necessary to perform obligations under this Agreement or as otherwise permitted herein.

The foregoing obligations shall not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public without breach of this Agreement; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party reasonable notice where legally permitted.

Customer owns all right, title, and interest in and to Customer Data.

Company owns and retains all right, title, and interest in and to: (a) the Services and Software, including all improvements, enhancements, modifications, and derivative works; (b) any software, applications, inventions, processes, integrations, tools, documentation, or other technology developed in connection with the Services, implementation services, support, or custom services; and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Company may collect and analyze data and other information relating to the provision, use, performance, reliability, security, and operation of the Services and related systems and technologies. Company may use such information to improve, enhance, support, secure, and develop the Services and other Company offerings, provided that Company will not disclose Customer Data except as permitted by this Agreement, required by law, or in aggregated or de-identified form that does not identify Customer.

No rights or licenses are granted except as expressly set forth herein.

4. Payment of Fees; Subscription Billing

Customer will pay Company the fees applicable to the subscription plan, user count, modules, add-ons, usage, implementation services, custom services, or other services selected by Customer through the Services, checkout process, billing page, order form, or written agreement (the “Fees”).

Unless otherwise stated in a written order form or custom plan agreement, self-service subscriptions are billed month-to-month and renew automatically each month until canceled in accordance with this Agreement.

Customer authorizes Company, directly or through its payment processor, to charge Customer’s selected payment method for all Fees, taxes, subscription renewals, plan upgrades, added users, add-ons, usage-based charges, and other amounts due under this Agreement.

Customer is responsible for keeping accurate billing, payment, tax, company, and account information on file. Failure to maintain a valid payment method may result in failed payments, suspension of access, termination of the Services, and loss or deletion of Customer Data.

4.1 Subscription Management Through Billing Page

All subscription management must be completed by Customer through the billing page or other account management page made available within the Services. This includes, without limitation, adding users, removing users, changing plans, upgrading, downgrading, updating billing information, and canceling a subscription.

Requests submitted by email, phone, chat, automated support, or any other method will not be effective to add users, remove users, change plans, downgrade, cancel, or otherwise modify a subscription unless Company expressly confirms the change in writing.

Customer is solely responsible for ensuring that all subscription changes are completed through the billing page before the applicable renewal date. Company is not responsible for charges resulting from Customer’s failure to complete subscription changes through the billing page.

4.2 Plan Upgrades and Added Users

If Customer upgrades to a higher plan, adds paid users, activates additional modules, or otherwise increases the Services during an active billing period, the change may take effect immediately.

Customer will be charged a prorated amount for the increased Fees covering the remainder of the then-current billing period. Such prorated amount may be charged immediately or included on Customer’s next invoice or billing statement, at Company’s discretion.

4.3 Plan Downgrades and Removed Users

If Customer downgrades to a lower plan, removes paid users, disables paid modules, or otherwise reduces the Services during an active billing period, the change in Fees will be reflected on Customer’s next billing cycle.

Removing a user may disable that user’s access immediately, but any related billing reduction will apply only to the next billing cycle.

Downgrades, removed users, disabled modules, or other reductions in subscription scope do not create refunds, credits, partial-period reductions, or prorated refunds for the then-current billing period.

Customer is responsible for exporting or preserving any data, settings, reports, features, or workflows that may be affected by a downgrade before the downgrade takes effect. Company is not responsible for loss of access to features, configuration, functionality, or data resulting from Customer’s downgrade, cancellation, user removal, or plan change.

4.4 No Refunds

All Fees are non-refundable. Refunds are not permitted.

Company does not provide refunds, credits, partial-month refunds, unused-time refunds, prorated refunds, billing credits, or refunds after cancellation, downgrade, user removal, non-use, failure to access the Services, failure to complete onboarding, dissatisfaction with the Services, or failure to cancel before a renewal date.

The only exception is where a refund is required by applicable law or expressly agreed by Company in a written agreement signed or otherwise accepted by Company.

4.5 Taxes

Customer is responsible for all taxes, duties, levies, or similar governmental assessments associated with the Services, other than taxes based on Company’s net income.

4.6 Billing Disputes

If Customer believes Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the date of the first billing statement or invoice on which the error or problem appeared. Inquiries should be directed through the support process described in Exhibit C.

Submitting a billing dispute does not suspend Customer’s payment obligations and does not prevent suspension, termination, renewal, or data loss resulting from unpaid subscriptions, failed payments, chargebacks, or nonpayment.

4.7 Nonpayment

Unpaid subscriptions, failed payments, expired payment methods, chargebacks, billing disputes, or other nonpayment may result in suspension or termination of access to the Services.

Unpaid subscriptions may result in data loss. Company does not guarantee that Customer Data will be retained during or after any period of nonpayment, failed payment, suspension, expiration, cancellation, or termination.

Company may continue to charge Customer for applicable Fees during any suspension period unless the subscription is canceled through the billing page in accordance with this Agreement.

Company may recover all reasonable costs of collection, including attorneys’ fees, for overdue amounts.

5. Term and Termination

This Agreement begins on the Effective Date and continues for as long as Customer maintains an active subscription, account, order form, or access to the Services, unless terminated earlier in accordance with this Agreement.

For self-service month-to-month subscriptions, the subscription automatically renews each month unless canceled before the next renewal date through the billing page or other account management page made available within the Services.

All subscription cancellations must be completed through the billing page. A request to cancel made by email, phone, chat, automated support, or any other method will not be effective unless Company expressly confirms the cancellation in writing.

Cancellation will take effect at the end of the then-current billing period unless Company expressly states otherwise. Customer may continue to have access to the Services through the end of the paid billing period, subject to this Agreement, unless access is suspended or terminated earlier due to nonpayment, violation of this Agreement, security risk, suspected fraud, or other grounds permitted under this Agreement.

No refunds are permitted after cancellation. Customer will not receive a refund, credit, partial refund, prorated refund, or unused-time refund for any portion of the current billing period, except where required by applicable law or expressly agreed by Company in writing.

For annual, assisted onboarding, enterprise, custom, or other non-self-service plans, the applicable subscription term, renewal term, cancellation requirements, implementation fees, support terms, payment terms, and data retention terms will be as specified in the applicable order form or written agreement. If no different terms are specified, this Agreement will control.

In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within the notice period. Company may terminate or suspend access without prior notice in the case of nonpayment, suspected fraud, security risk, unlawful activity, or use of the Services in violation of this Agreement.

Customer will pay in full for the Services up to and including the last day on which the Services are provided.

Customer is responsible for exporting or preserving Customer Data before cancellation, downgrade, suspension, expiration, termination, nonpayment, or removal of users. Data may not be retained after subscription cancellation. Company does not guarantee that Customer Data will be retained after cancellation, expiration, suspension, termination, nonpayment, downgrade, or user removal.

Company may delete, purge, overwrite, disable access to, or otherwise remove Customer Data after cancellation, expiration, suspension, termination, or nonpayment, and Company is not responsible for any loss of Customer Data resulting from such events.

All sections of this Agreement that by their nature should survive termination will survive termination, including without limitation accrued rights to payment, confidentiality obligations, proprietary rights, warranty disclaimers, indemnity obligations, limitations of liability, restrictions on use, data disclaimers, and miscellaneous provisions.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions.

Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, third-party provider issues, security events, internet or infrastructure failures, or other causes beyond Company’s reasonable control. Company may provide notice of scheduled service disruptions when commercially reasonable.

Company does not provide any guaranteed uptime, service level commitment, service credit, response time commitment, resolution time commitment, or availability warranty for self-service subscriptions.

THE SERVICES, SOFTWARE, SUPPORT, DOCUMENTATION, AUTOMATED SUPPORT, IMPLEMENTATION SERVICES, AND ANY CUSTOM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent, copyright, or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Services: (i) not supplied by Company; (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by Company; (iv) combined with other products, processes, software, data, or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be, or are believed by Company to be, infringing, Company may, at its option and expense: (a) replace or modify the Services to be non-infringing, provided such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the affected Services.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE; LOSS, INACCURACY, DELETION, OR CORRUPTION OF DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; LOSS OF BUSINESS; LOST PROFITS; LOST REVENUE; OR LOSS OF GOODWILL; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement, together with any applicable order form, checkout terms, plan terms, policies, billing page terms, or written agreement expressly incorporated by Company, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.

Company may update this Agreement from time to time. Updated terms may be posted on Company’s website, within the Services, or otherwise provided to Customer. Continued use of the Services after updated terms become effective constitutes acceptance of the updated terms.

No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by email; the day after it is sent if sent for next-day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

This Agreement shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions.

Exhibit B

Service Level Terms

No service level agreement is provided for self-service subscriptions.

Company does not guarantee any specific uptime percentage, support response time, resolution time, maintenance window, recovery time, data recovery period, backup availability, or service credit for self-service subscriptions.

Any status page, uptime history, incident communication, maintenance notice, availability information, or support communication provided by Company is for informational purposes only and does not create a warranty, service level commitment, support commitment, data retention commitment, or contractual remedy.

Service level commitments, if any, are available only if expressly included in a written custom plan, enterprise agreement, or order form signed or otherwise accepted by Company.

Exhibit C

Support Terms

For self-service subscriptions, support is provided through automated support resources, which may include in-product guidance, help documentation, knowledge base articles, automated chat, automated troubleshooting, and other self-service resources made available by Company.

Phone support is not included with self-service subscriptions. Phone support is available only for custom plans, enterprise plans, or other plans where phone support is expressly included in a written order form or agreement.

Email support is not included as a standard support channel for self-service subscriptions. Email support may be made available only if an automated support channel determines that escalation is necessary or if Company otherwise elects to escalate a support request.

Subscription management requests, including adding users, removing users, changing plans, downgrading, upgrading, updating billing information, and canceling a subscription, must be completed through the billing page. Automated support, phone support, and email support are not a substitute for completing subscription management actions through the billing page.

Company does not guarantee any response time, resolution time, availability of a human support representative, or outcome for support requests submitted through automated support or escalation channels.

Company may modify, replace, limit, or discontinue support channels for self-service subscriptions at any time, provided that Company continues to make commercially reasonable automated support resources available for the Services.