SaaS Subscription Agreement

This SaaS Subscription Agreement ("Agreement") is a binding contract between MiseCentral LLC, a Delaware limited liability company located at 8 The Green, Suite A, Dover, DE 19901 ("MiseCentral"), and the organization that accepts this Agreement or completes an online Order Form ("Customer"). By clicking to accept, completing checkout, or using the Services, Customer agrees to this Agreement.

Contact: legal@misecentral.com

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1. Agreement Components

1.1. What This Agreement Covers. This Agreement governs Customer's access to MiseCentral's hosted hospitality operations platform and related online Services purchased through self-serve checkout, online Order Form confirmation, or trial activation, unless Customer has executed a separate Master Services Agreement ("MSA") with MiseCentral, in which case the MSA governs instead.

1.2. Incorporated Documents. This Agreement includes the applicable Order Form, Service Level Agreement, Data Processing Addendum (where Personal Data is processed), and the following policies: Billing Policy, Refund Policy, Renewal Policy, and Trial Terms (for trial subscriptions). Professional Services, if ordered, are governed by additional terms referenced on the Order Form.

1.3. Conflict Priority. If documents conflict, the following order applies: (a) Order Form (commercial terms); (b) Statement of Work (Professional Services scope); (c) this Agreement; (d) Service Level Agreement; (e) Data Processing Addendum; (f) incorporated policies.

1.4. Updates to Policies. MiseCentral may update incorporated policies by posting revised versions and updating the effective date. Material adverse changes to self-serve Customers will be notified in advance as stated in the Renewal Policy or Billing Policy before they apply to an existing paid Subscription Term.

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2. Services and License

2.1. Access Grant. Subject to this Agreement and timely payment, MiseCentral grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the Subscription Term for Customer's internal business operations.

2.2. Subscription Plans. Plan features, seat limits, and entitlements are stated on the Order Form and in Documentation. Hospitality business profiles adapt language and navigation but do not independently grant capabilities beyond the licensed plan.

2.3. Seat Licensing. Customer may assign seats only to Authorized Users up to the licensed seat count. Assigned users plus pending invitations must not exceed licensed seats. Additional seats may be purchased as described in the Billing Policy.

2.4. Trials. Trial subscriptions are governed by the Trial Terms. When a trial converts to a paid subscription, the selected plan and fees on the Order Form apply from the conversion date or end of trial, as displayed at checkout.

2.5. Documentation. Customer may use Documentation solely in support of permitted Service use.

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3. Customer Responsibilities

3.1. Account Security. Customer is responsible for administrator designations, credential confidentiality, MFA configuration, and all activity under its accounts except to the extent caused by MiseCentral's breach.

3.2. Operational and Regulatory Responsibility. Customer is solely responsible for its facilities, food safety, quality, traceability, workforce, and regulatory compliance. The Services do not replace qualified personnel or legal counsel.

3.3. Operational Recommendations. Company Brain, Operational Intelligence, Work Intelligence, and other Operational Recommendations are advisory. Customer must review and validate recommendations before operational, safety, or business decisions.

3.4. Integrations. Customer controls Connected Services, Connected Devices, API Clients, and Service Accounts and is responsible for third-party terms and approvals.

3.5. Acceptable Use. Customer will not misuse the Services, including by exceeding seat limits, attempting unauthorized access, interfering with Service operation, submitting unlawful content, or using the Services to build a competing product.

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4. Support Mode

4.1. Temporary Assisted Access. When Customer requests support, MiseCentral may use Support Mode: temporary, ticket-linked, reason-coded, audited access to assist Customer within its organization.

4.2. No Impersonation. Support Mode does not constitute impersonation of Customer users. Access is visible to Customer administrators under platform audit controls.

4.3. Partner Support Mode. If Customer enables partner delegation, certified partners may use Partner Support Mode under the same constraints and Customer's delegation settings.

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5. Customer Data

5.1. Ownership. Customer retains all rights in Customer Data.

5.2. Processing License. Customer grants MiseCentral a limited license to process Customer Data to provide, secure, maintain, and support the Services and as otherwise permitted in this Agreement.

5.3. Export. Customer may export Customer Data using available tools during the Subscription Term and any applicable post-termination export period in the Billing Policy.

5.4. Retention on Downgrade or Cancel. Plan downgrade or cancellation at period end does not authorize MiseCentral to delete Customer Data solely because features changed. Deletion follows retention and export procedures in this Agreement and the Billing Policy.

5.5. Personal Data. Personal Data processing is governed by the Data Processing Addendum.

5.6. No Unauthorized Model Training. MiseCentral will not use Customer Data to train foundation models for unrelated customers without Customer's documented authorization, except for Aggregated Data that cannot reasonably identify Customer.

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6. Fees and Payment

6.1. Fees. Customer agrees to pay fees shown on the Order Form and in checkout previews. Recurring subscription fees bill in advance each billing period unless otherwise stated.

6.2. Payment Method. Customer authorizes charges to its payment method on file or as otherwise arranged for approved enterprise invoicing on a separate Order Form.

6.3. Taxes. Customer is responsible for applicable taxes excluding taxes on MiseCentral's income.

6.4. Failed Payments. If payment fails, MiseCentral will notify Customer and apply a grace period during which core access may continue while Customer updates payment information, as described in the Billing Policy. After grace expires, access may be restricted or suspended without deleting Customer Data.

6.5. Transparent Changes. Before Customer confirms a plan change, seat increase, or renewal with new pricing, MiseCentral will display applicable charges.

6.6. Enterprise Invoicing. Customers with approved enterprise invoicing on an Order Form follow invoice and PO terms stated there instead of card-on-file billing where applicable.

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7. Term, Renewal, and Cancellation

7.1. Subscription Term. The initial Subscription Term is stated on the Order Form.

7.2. Renewal. Subscriptions renew automatically as described in the Renewal Policy unless Customer cancels before the renewal date.

7.3. Cancellation. Customer may cancel renewal at period end through account settings or as stated in the Billing Policy. Cancellation stops future charges and ends access at the end of the current period unless immediate cancellation is expressly selected where offered.

7.4. Cancel Is Not Delete. Cancellation at period end does not delete Customer's organization. Organization deletion is a separate action with its own confirmation and retention rules.

7.5. Termination by MiseCentral. MiseCentral may suspend or terminate for material breach, including non-payment after grace, illegal use, or security risk, with notice where practicable.

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8. Warranties and Disclaimers

8.1. Limited Warranty. MiseCentral warrants that the Services will materially conform to Documentation during the Subscription Term. If MiseCentral cannot cure a material non-conformance after notice, Customer's sole remedy is termination of the affected Subscription with pro-rata refund of prepaid unused fees for the non-conforming period.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, OPERATIONAL RECOMMENDATIONS, AND DOCUMENTATION ARE PROVIDED "AS IS." MISECENTRAL DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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9. Limitation of Liability

9.1. Consequential Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EXCEPT WHERE LIABILITY CANNOT BE LIMITED BY LAW.

9.2. Cap. EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, EXCEPT FOR: (a) Customer payment obligations; (b) confidentiality breaches regarding the other Party's Confidential Information; (c) indemnification obligations; (d) fraud or willful misconduct; or (e) gross negligence.

9.3. Enterprise Super-Cap. Customers with an MSA or enterprise Order Form may have a different negotiated cap as stated on that Order Form.

9.4. SLA. Availability claims are remedied only through service credits under the Service Level Agreement.

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10. Indemnification

10.1. By MiseCentral. MiseCentral will defend Customer against claims that the Services infringe U.S. intellectual property when used as permitted, subject to standard cooperation and exclusion for Customer Data and unauthorized combinations.

10.2. By Customer. Customer will defend MiseCentral against claims arising from Customer Data, Customer's operations, or Customer's violation of this Agreement.

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11. Confidentiality

Each Party will protect the other's Confidential Information with reasonable care and use it only to perform this Agreement. These obligations survive three (3) years after termination.

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12. General

12.1. Governing Law. Delaware law governs this Agreement.

12.2. Venue. Exclusive jurisdiction lies in the state and federal courts located in Delaware.

12.3. Assignment. Customer may not assign without MiseCentral's consent except in a merger or sale of substantially all assets. MiseCentral may assign to an affiliate or successor.

12.4. Notices. legal@misecentral.com; MiseCentral LLC, 8 The Green, Suite A, Dover, DE 19901; and Customer administrator or billing contacts on file.

12.5. Force Majeure. Neither Party is liable for delays beyond reasonable control, except payment obligations.

12.6. Entire Agreement. This Agreement and incorporated documents are the entire agreement regarding the Services and supersede conflicting prior terms for self-serve purchases.

12.7. Severability. Unenforceable provisions are modified minimally to be enforceable; the remainder survives.

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MiseCentral LLC 8 The Green, Suite A, Dover, DE 19901 legal@misecentral.com