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Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is entered into by and between Spartan Alliance Group LLC, a Texas limited liability company doing business as Spartan Tek Solutions (“Company,” “we,” “us,” or “our”), and the customer identified on the applicable Order Form (“Customer,” “you,” “your,” or the “Shop”). This Agreement governs Customer’s access to and use of Spartan Frontline (the “Service”). This Agreement becomes effective on the date the last party signs the first Order Form that references it (the “Effective Date”).

1. How This Agreement Works

1.1 This Agreement, each Order Form signed by the parties, and the Data and Messaging Addendum (the “Addendum”) together make up the full agreement between the parties (collectively, the “Agreement”).

1.2 If there is a conflict, the Order Form controls over this Agreement and the Addendum on commercial terms (fees, term length, add-ons), and the Addendum controls over this Agreement on data protection and messaging terms. This Agreement controls on all other points.

1.3 Each Order Form is a separate contract between the parties that incorporates this Agreement by reference. Customer may sign more than one Order Form over time, for example to add a shop location.

2. The Service

2.1 Description. Spartan Frontline is a subscription service that automates front-office tasks for home-service businesses. Depending on what Customer’s Order Form includes, the Service may provide:

2.2 Changes to the Service. Company may add, change, or remove features of the Service over time. Company will give Customer reasonable notice before removing or materially reducing a feature Customer is actively using.

2.3 Hosting and Sub-processors. The Service is hosted on Supabase (United States) and sends email through Resend. The dashboard is hosted on Netlify. Company may change its hosting or infrastructure providers and will keep the current list in the Addendum.

2.4 Texting Is Not Automated Today. As of the Effective Date, the Service does not send text messages to End Customers automatically. Any text message is sent manually by Customer’s own staff, one at a time, from that staff member’s own phone. If Company later offers automated texting as a feature, that feature will be off by default and will turn on for Customer only once the conditions in the Addendum are met.

2.5 No Payment Processing. The Service does not process payments. Any payments Customer collects happen outside the Service, including through any third-party software described in Section 2.6.

2.6 Third-Party Integrations. The Service can keep its own customer and job records, or sync with third-party field service software such as Jobber, Housecall Pro, and, in the future, ServiceTitan. Those products are not part of the Service. They are provided by other companies under those companies’ own terms, and Company is not responsible for their performance, availability, or content. Customer is responsible for having its own valid account and license for any third-party product it connects.

2.7 AI-Generated Content. Some parts of the Service use AI to help staff work faster, such as writing a one-line summary of a voicemail. AI-generated content is a starting point for staff to review, not a finished or verified statement of fact. Customer must have a staff member review AI-generated content before relying on it, and must never rely on AI-generated content alone for a decision that involves safety or an emergency. See Section 9, Not an Emergency Service.

3. Term and Termination

3.1 Term. This Agreement starts on the Effective Date and continues until it ends under this Section 3. There is no minimum term. The Order Form states the billing period of the plan Customer chose.

3.2 Renewal. At the end of each billing period the Order Form states, this Agreement automatically renews for the next one, month to month on the Monthly and Founding plans and year to year on the Annual plan, until it ends under this Section 3.

3.3 Termination for Convenience. Customer may end this Agreement at any time by canceling under Section 3.9, with no minimum term and no notice period. Company may end this Agreement for any reason with 30 days’ written notice to Customer.

3.4 Termination for Cause. Either party may end this Agreement immediately on written notice if the other party materially breaches this Agreement and does not fix the breach within 30 days after receiving written notice describing it.

3.5 Termination for Non-Payment. If Customer does not pay an amount it owes, Company may suspend Customer’s access to the Service after giving Customer 15 days’ written notice of the non-payment. Company may end this Agreement if the amount remains unpaid 30 days after that notice.

3.6 Effect of Termination. When this Agreement ends, Customer’s right to use the Service ends. Sections 6 (Data), 10 (Intellectual Property), 12 (Confidentiality), 13 (Warranties), 14 (Indemnification), 15 (Limitation of Liability), and 17 through 23 survive termination, along with any payment obligations that came due before termination.

3.7 Free Trial. If the Order Form includes a free trial, the trial starts on the Effective Date and runs for the length the Order Form states (the “Free Trial”). Customer does not need to provide a payment method to start the Free Trial, and Company will not charge any payment method during it. Customer must add a payment method before Customer’s shop can go live. If no payment method is on file when the Free Trial ends, the Free Trial simply ends and Company will not charge Customer. Customer may cancel during the Free Trial at any time, for any reason, and owes nothing.

3.8 Automatic Charge and Renewal. Once Customer has added a payment method, and unless Customer cancels before the Free Trial ends, Company will automatically charge Customer’s payment method on file the fee the Order Form states for the plan Customer chose when the Free Trial ends. Company will then keep charging that payment method automatically at the start of each billing period the Order Form states, until this Agreement ends. Customer authorizes those charges by accepting the Order Form and adding a payment method.

3.9 How to Cancel. Customer may cancel in the app under Settings, Billing, or by written notice under Section 19. A cancellation, made either way, takes effect at the end of the Free Trial or of the billing period then running, and Customer keeps access until then.

3.10 Effect of Canceling. When a cancellation takes effect, or a Free Trial ends with no payment method on file, Company pauses Customer’s shop. A paused shop sends no messages to End Customers, and Customer’s staff see a paused screen with an option to restart. Section 6.5 governs Customer Data, which Company keeps for up to 60 days and then deletes. Customer can restart without a second Free Trial. Canceling stops future charges. It does not refund an amount already charged for a billing period that has begun, unless Company agrees or the law requires.

4. Fees and Payment

4.1 Fees. Customer will pay the fees stated on the Order Form. Company bills the monthly subscription fee in advance.

4.2 Implementation Fee. If the Order Form includes a one-time implementation or setup fee, that fee becomes non-refundable once Company has created Customer’s shop in the Service.

4.3 Invoicing. Company will invoice Customer, or charge Customer’s payment method on file, according to the billing schedule on the Order Form. Amounts not paid when due may accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower.

4.4 Taxes. Fees do not include sales, use, or similar taxes. Customer is responsible for any such taxes, other than taxes on Company’s net income.

4.5 Disputed Charges. Customer must raise a good-faith billing dispute in writing within 30 days of the invoice date, or the charge is treated as accepted.

5. Customer Responsibilities

Customer will:

(a) give Company accurate account and billing information and keep it current;

(b) be responsible for its Authorized Users’ access to and use of the Service, and for their compliance with this Agreement;

(c) use the Service only for lawful purposes and not to harass, defraud, or deceive any person;

(d) meet the sender-of-record responsibilities in the Addendum for every message sent to End Customers through the Service;

(e) not use the Service as a substitute for its own emergency response process, per Section 9; and

(f) keep login credentials confidential and tell Company promptly about any suspected unauthorized access.

6. Data Ownership, Use, and Protection

6.1 Customer Owns Its Data. As between the parties, Customer owns all Customer Data. “Customer Data” means the information Customer or its Authorized Users submit to the Service, or that the Service collects on Customer’s behalf, about Customer’s business and its End Customers, including names, phone numbers, email addresses, service addresses, job, estimate, and invoice details, messages, and voicemail recordings and transcripts.

6.2 License to Company. Customer gives Company a license to host, copy, transmit, and otherwise process Customer Data solely to provide, support, secure, and improve the Service for Customer, and as this Agreement and the Addendum otherwise allow.

6.3 Aggregated Data. Company may use Customer Data in de-identified, aggregated form that does not identify Customer or any End Customer, to understand how the Service is used and to improve it. Company will not sell this information.

6.4 Details in the Addendum. The Addendum sets out more detail on data handling, sub-processors, security, and the messaging rules that apply when Customer sends messages to End Customers through the Service. The Addendum is part of this Agreement.

6.5 Export and Deletion After Termination. On written request made within 30 days after this Agreement ends, Company will make Customer Data available to Customer in a standard, commonly used export format, such as CSV. Company will delete Customer Data within 60 days after this Agreement ends, except copies kept in routine backups, which will age off on Company’s normal backup schedule.

7. Not Sold to Third Parties

Company will not sell Customer Data or End Customer data to third parties.

8. Service Availability

8.1 No Uptime Guarantee. Company does not guarantee the Service will be available at all times. Company uses commercially reasonable efforts to keep the Service running, monitors it for problems, and will give Customer notice of material incidents that affect Customer’s use of the Service.

8.2 No Service Credits. Customer is not entitled to service credits, fee reductions, or refunds for downtime or interruptions, except as a court of competent jurisdiction may otherwise require.

8.3 Third-Party Dependencies. Delivery of emails, push notifications, and other alerts depends on email providers, browsers, mobile carriers, and other systems Company does not control. Company is not responsible for delays or failures caused by those systems.

9. Not an Emergency Service

Spartan Frontline is a front-office and communications tool. It is not an emergency dispatch or emergency response service. Any safety-related guidance shown on a page or sent in a message through the Service is general information only. Customer remains responsible for its own emergency response process and for telling its End Customers how to reach Customer, or 911 as applicable, in a genuine emergency. Company is not responsible for a message or alert that is delayed, not delivered, or not seen.

10. Intellectual Property

10.1 Company’s IP. Company owns the Service, including its software, design, and documentation, and all related intellectual property rights. Except for the limited right to use the Service under this Agreement, Company does not transfer any ownership rights to Customer.

10.2 Customer’s IP. Customer owns its own trademarks, logos, and content, including the wording Customer approves for its messages and pages. Customer gives Company a license to use that content solely to provide the Service to Customer.

10.3 Feedback. If Customer gives Company suggestions or feedback about the Service, Company may use that feedback without owing Customer anything for it.

11. Publicity

11.1 Customer List. Company may identify Customer by name and logo as a Spartan Frontline customer, including on Company’s website and marketing materials, unless Customer opts out in writing.

11.2 Case Studies. Before Company publishes a case study that uses Customer’s specific numbers or results, Company will get Customer’s written approval of that content.

12. Confidentiality

12.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The terms of this Agreement are both parties’ Confidential Information.

12.2 Obligations. Each party will protect the other’s Confidential Information using at least the same care it uses for its own similar information, and will not use or disclose it except to perform this Agreement.

12.3 Exceptions. Confidential Information does not include information that: was already known to the receiving party without an obligation of confidence; becomes public without the receiving party’s fault; is independently developed without use of the disclosing party’s Confidential Information; or is required to be disclosed by law, if the receiving party gives notice to the disclosing party first when legally permitted.

12.4 Duration. These confidentiality obligations continue for 3 years after this Agreement ends, except that obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.

13. Warranties and Disclaimers

13.1 Mutual Warranty. Each party warrants it has the authority to enter into this Agreement.

13.2 Company’s Limited Warranty. Company warrants that the Service will perform substantially as described in the Documentation.

13.3 Disclaimer. EXCEPT FOR THE WARRANTY IN SECTION 13.2, THE SERVICE IS PROVIDED “AS IS.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED CONTENT WILL BE ACCURATE.

14. Indemnification

14.1 By Company. Company will defend Customer against a third-party claim that the Service, as provided by Company and used as permitted under this Agreement, infringes that third party’s U.S. intellectual property rights, and will pay any resulting settlement Company approves or final judgment. This does not apply to claims arising from: (a) Customer Data or Customer-supplied content; (b) modification of the Service by anyone other than Company; (c) combination of the Service with products or data Company did not provide; or (d) use of the Service after Company has told Customer to stop because of a claim, if Customer continues anyway.

14.2 By Customer. Customer will defend Company against a third-party claim, including a claim by an End Customer or a regulator, arising from: (a) Customer Data, including any claim that Customer did not have the right to submit it to the Service; (b) the content or wording of Customer’s messages and pages; or (c) Customer’s compliance with laws governing its communications with End Customers, including the sender-of-record duties in the Addendum, and will pay any resulting settlement Customer approves or final judgment.

14.3 Process. The party seeking defense will give the other prompt written notice of the claim, let the other party control the defense and settlement, except that a settlement admitting fault by, or imposing a non-monetary obligation on, the party seeking defense requires that party’s consent, and will give reasonable cooperation.

15. Limitation of Liability

15.1 Cap. Except for the carve-outs in Section 15.3, each party’s total liability under this Agreement is limited to the fees Customer paid to Company in the 12 months before the event giving rise to the claim.

15.2 No Indirect Damages. Except for the carve-outs in Section 15.3, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, even if advised those damages were possible.

15.3 Carve-Outs. The limits in Sections 15.1 and 15.2 do not apply to: (a) Customer’s payment obligations under Section 4; or (b) either party’s fraud, gross negligence, or willful misconduct.

15.4 Higher Cap for Indemnities, Confidentiality and Data. For a party’s indemnification obligations under Section 14, a breach of Section 12, Confidentiality, or a breach of Section 6 involving Customer Data, the limit in Section 15.1 is replaced by a higher limit of three times the fees Customer paid to Company in the 12 months before the event giving rise to the claim, and Section 15.2 does not apply to amounts a party owes a third party under Section 14.

16. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

17. Assignment

Neither party may assign this Agreement without the other’s written consent, except that either party may assign it without consent to a successor of substantially all of its business or assets, whether by merger, acquisition, or sale, as long as the successor agrees to be bound by this Agreement.

18. Force Majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, internet or utility outages, or outages of a third-party provider described in Section 2.3 or 2.6.

19. Notices

Notices under this Agreement must be in writing and are effective when sent by email to the address the receiving party has on file, with confirmation of delivery, or when delivered by a nationally recognized courier to the receiving party’s business address on the Order Form.

20. Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for any dispute arising out of this Agreement.

21. Dispute Resolution

Before filing a lawsuit, the parties will try in good faith to resolve a dispute through discussion between each party’s designated business contact for at least 30 days. This section does not stop either party from seeking a court order to stop ongoing harm, such as a breach of Section 12.

22. Entire Agreement; Amendment

This Agreement is the entire agreement between the parties about the Service and replaces any earlier discussions or agreements about it. Company may update the non-commercial parts of this Agreement, such as the Addendum, Privacy Policy, or Terms of Use, from time to time, and will give Customer reasonable notice of a material change. Any other change to this Agreement must be in writing and signed by both parties.

23. Severability and Waiver

If a court finds part of this Agreement unenforceable, the rest stays in effect, and the unenforceable part will be read to accomplish its intent as closely as the law allows. A party’s failure to enforce a provision is not a waiver of it.

24. Counterparts and Electronic Signatures

This Agreement and any Order Form may be signed in counterparts and by electronic signature, each of which is treated as an original. Checking the acceptance box on Company’s online signup form and submitting the form is Customer’s electronic signature of this Agreement and the Order Form, as the Order Form’s acceptance section provides.

25. Signatures

By signing an Order Form that references this Agreement, Customer agrees to be bound by this Agreement. This Agreement may also be signed directly below.

Spartan Alliance Group LLC, d/b/a Spartan Tek Solutions

Signature: _____________________________ Name: _____________________________ Title: _____________________________ Date: _____________________________

Customer: _____________________________ (legal business name)

Signature: _____________________________ Name: _____________________________ Title: _____________________________ Date: _____________________________