SERVICETRADE MASTER SERVICES AGREEMENT

Terms of Service

Subject to the terms and conditions of this agreement (this “Agreement”), we at SERVICETRADE, INC., a Delaware corporation headquartered in Durham, North Carolina (“we,” “us” or “ServiceTrade”), provide subscriptions to:

(1) our web-accessible service management software made available online through the customer login link at https://www.servicetrade.com and/or through other web pages designated by us (the “Platform”);

(2) our iOS- and Android-native mobile application (the “Mobile App,” and, together with the Platform, the “Software”) that permits access to certain features and functionality of our Platform on one or more mobile devices owned or controlled by you or the applicable Authorized Users (each, a “Mobile Device”); and

(3) the Services described in further detail below.

“You” or “your” or “Customer” as used throughout this Agreement refers to the party (other than us) entering into this Agreement to obtain a subscription to the Software and our Services.  Other capitalized terms that are used as defined terms but not defined in context have the meanings given to such terms in Section 11.b below.

This Agreement was last updated February 2, 2026 for Subscription Order Forms executed on or after February 2, 2026. It is effective between You and ServiceTrade as of the date of Your accepting of this Agreement.

1.Acceptance.  By (1) checking a box indicating acceptance, (2) executing a Subscription Order Form that references this Agreement, (3) continuing to receive, use, or access the Software and Services, or (4) paying any invoice issued under an Order that incorporates this Agreement, you accept and agree to be bound by this Agreement. The individual signifying acceptance on your behalf represents and warrants that they have the authority to bind you and your affiliates.  If you do not agree, do not access or use the Services.

2.Changes to this Agreement.  We may revise and update this Agreement from time to time in our sole discretion; provided, however, that, during the Term, we will not without your prior written consent make any revisions, updates or other changes to this Agreement that will in a manner that is materially adverse to you either (a) reduce our express obligations to you under this Agreement, or (b) alter our express representations, warranties, indemnities or limitations of liability.  Via a conspicuous posting within the Software itself or via notice by e-mail to the e-mail address we have on file for you, we will notify you of any material changes to this Agreement.  Changes to this Agreement are effective immediately when we post them, and your continued use of the Software or Services following the posting of a revised Agreement means that you accept and agree to the changes.  You must immediately discontinue access or use of the Software and Services if you do not want to agree to the revised Agreement.

3.Right to Access and Restrictions.

a.Software Authorization.  Subject to and conditioned upon your and your Authorized Users’ compliance in full with this Agreement, we authorize you, during the Term, and on a non-exclusive and non-transferable (except as described in Section 15.e) basis, to access and use the Software, in each case provided that such access and use is: (i) by and through your Authorized Users only; (ii) solely for your internal business purposes; (iii) in accordance with the user support materials and documentation; and (iv) as described in the Subscription Order Form, including any mobile application downloads or integrations.  You agree that the Software and Services’ capabilities are only as described in the user support materials, not any other representations.  For the avoidance of doubt, nothing in this Agreement grants you any right, license or authorization to at any time access or use any source code associated with the Software.  With respect to the Mobile App, this authorization also permits you to download and install the Mobile App on one or more devices, subject to your timely payment of any additional fees specified in your Order.  Finally, this authorization also permits you to access and use the Documentation during the Term in support of your permitted uses of the Software.  Customer is solely responsible for all costs and expenses related to mobile devices, data plans, internet connectivity, and other telecommunications services required for use of the Software.

b.Limitations and Restrictions.  You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify us promptly of any such access.  You are responsible for your Authorized Users’ compliance with this Agreement and with the policies, terms, limitations and restrictions on use of the Software set forth at https://servicetrade.com/terms/terms-of-use/ (as may be updated from time to time, the “Terms of Use”).  You will be liable for your Authorized Users’ breach of the Terms of Use and for any other act or omission by an Authorized User that would be a breach of this Agreement if done by you. You are also responsible for the accuracy, quality, and legality of Your Data, and the means by which you (or your Authorized Users) have acquired it.  Except as expressly permitted herein, you and your Authorized Users must not:

i. sell, resell, rent, lease or otherwise make the Software available to anyone other than Authorized Users;

ii. copy or download the Software—or copy, download or print any text, design, graphics, logos, icons, images, audio clips, interfaces and code, software, content, materials or other intellectual property of any type made available to you via the Software, and/or the selection and arrangement of any of these—in each case other than as expressly permitted by us through features or functionality available in the Software and designed for such purpose;

iii. use the Software to upload, store, transmit or otherwise process any content, data or information that: (A) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, illegal or otherwise objectionable, (B) constitutes or encourages a criminal offense, violates the rights of any party or otherwise gives rise to liability or violations of any law, (C) contains political campaigning, chain letters, mass mailings, or any form of “spam”, or (D) infringes any intellectual property, privacy, or other proprietary rights of any party or that you do not have a right to upload under any law or under contractual or fiduciary relationships;

iv. use the Software to provide false email addresses or other false personally identifying information, or impersonate any person or entity, or otherwise mislead as to the origin of any content or as to the identity, education, background and/or job qualifications of any individual;

v. use the Software to store or transmit Malicious Code;

vi. interfere with or disrupt the integrity or performance of the Software or third-party data therein;

vii. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;

viii. attempt to gain unauthorized access, or assist any other party in attempting to gain unauthorized access, to the Software or related systems/networks; or

ix. access or use the Software (A) if you or your Authorized Users are a direct competitor to ServiceTrade, or (B) for benchmarking, competitive purposes, or to monitor the quality or performance of our Software or Services.

Additionally, access to and use of the ServiceTrade API is limited to Authorized Users solely for Customer’s internal business purposes in connection with the Software, and may not be accessed or used by competitors or any third parties for the purpose of developing or offering competing products or services, or for benchmarking, monitoring, or other competitive purposes. Use of the API constitutes acceptance of this Agreement.

4.Our Services.  

a.Services – Generally.  Subject to your compliance with this Agreement, during the Term we will provide the following “Services”: (i) hosting, management, and operation of the Software for your access and use; (ii) Support Services as described in Section 5 (iii) Professional Services as described in Section 6 and (iv) any other services specified in your Subscription Order Form.

b.Changes to the Software. We may make changes to the Software that we deem necessary or useful, including Updates (including, without limitation, changes to the design, look and feel, functionality, content, material, information and/or services provided via the Software) or for any other reason, from time to time in our discretion. All such changes shall be part of the Software and governed by this Agreement. Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new features (collectively, “Updates”).

c.Subcontractors. You understand and agree that we may, in our discretion, engage subcontractors (including hosting providers, delivery partners, or implementation partners) to aid us in providing the Software and Services under this Agreement. For example, we may use Amazon Web Services, Microsoft Azure, Google Cloud Platform and/or such other reputable hosting provider that implements and maintains commercially reasonable security programs, policies, procedures, controls and technologies (the “Hosting Services Provider”) for cloud-based infrastructure and hosting and storage services for the Software, and such Hosting Services Provider will host and store certain portions of Your Data that is processed through the Software. Notwithstanding anything to the contrary in this Agreement, you agree that we cannot guarantee or ensure the performance of any Hosting Services Provider to the terms of this Agreement, and remediation of a breach by a Hosting Services Provider is limited to the remedies specified in the Hosting Services Provider’s standard service agreement.

d.Suspension of Services or Access. We may suspend performance of the Services and/or suspend or deny access to or use of all or any part of the Software to one or more of your Authorized Users, without any liability to you or others, if (i) we’re required to do so by law or court order; or (ii) you have, or your Authorized User (or any other employee or agent under your control or direction or acting on your behalf) has (A) accessed or used our Services or the Software in violation of this Agreement, (B) been involved in any fraudulent or unlawful activities relating to or in connection with our Services or the Software, or (C) otherwise failed to comply with this Agreement and have failed to cure such breach within fifteen (15) days after we provide written notice to you. Unless we have exercised our right to terminate this Agreement pursuant to Section 11.b, we will promptly resume performance of our Services and restore access to the Software as soon as the applicable legal requirement or court order is lifted or the applicable breach or violation is cured. Our rights under this Section are in addition to, and not in lieu of, our termination rights in Section 11.b and all other rights or remedies under this Agreement, at law or in equity.

e.Third-Party Systems. We may enable integrations between the Software and your own or certain third-party software or systems that you wish to use in conjunction with the Software (collectively, “Third-Party Systems”) to enable the communication of data between the Software and such Third-Party Systems. As between you and us: (i) you will be solely responsible for obtaining (at your sole cost and expense) the appropriate licenses to and accounts on the Third-Party Systems that are necessary to enable such integrations using application programming interfaces or other similar connectors, and (ii) you will be responsible for verifying whether (and you hereby represent and warrant to us that) the establishment and on-going operation of any integrations between the Software and the Third-Party Systems as contemplated by this Agreement and your Order are and will be in compliance with the terms and conditions of the applicable license agreements for the Third-Party Systems and in compliance with applicable laws, rules and regulations. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SUCH INTEGRATIONS ARE PROVIDED TO YOU “AS IS,” “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. Notwithstanding anything to the contrary in this Agreement, we do not make any, and we hereby disclaim any and all, representations or warranties with respect to the Third-Party Systems, including (but not limited to) any representations or warranties as to the quality, accuracy, availability, operation or performance of the Third-Party Systems or as to the capabilities, features or functionality, suitability, legality or appropriateness of such Third-Party Systems for use in your business or for use in connection with the Software, and you acknowledge and agree that we will not be liable to you or any other person or entity for losses, damages, costs or expenses of any kind or nature to the extent resulting from any failure, interruption, delay, error, breach (including breach of security) or other problem of or caused by any Third-Party Systems.

f.Text Message Alert Service. When your Authorized User provides to us (or when you provide to us on the Authorized User’s behalf) the Authorized User’s mobile telephone number in connection with registering or maintaining the Authorized User’s user account on the Software, the Authorized User will be given an option to participate in our SMS text message program (the “Text Message Program”). We provide the Text Message Program to send Authorized Users informational communications relating to their use of the Software, such as status updates about operations within the Software or multi-factor authentication alerts (“Informational Texts”). By subscribing to the Text Message Program (whether directly, or by you or your Authorized Users), the Authorized User voluntarily authorizes and directs us to send text messages using an automated system to the mobile telephone number that has been provided. Authorized Users are not required to use or subscribe to the Text Message Program as a condition of using the Software or in order to benefit from other Software features that are unrelated to the Text Message Program. Standard message and data rates may apply. Once enrolled in the Text Message Program, an Authorized User may opt out of the Text Message Program (i.e., stop text messages) at any time. With respect to any text message, the Authorized User may reply STOP, at which time we will reply by text to give the Authorized User the option to stop Informational Texts (and after which we will stop sending the messages). An Authorized User may also opt out by contacting us at hello@servicetrade.com. If an Authorized User contacts us by e-mail, they must include “Text Message Opt Out” or similar language in the subject line of their e-mail, to assist us in our efforts to ensure prompt and proper processing of such e-mail requests. Regardless of the method used to opt out, it may take us a few days to process any opt out requests. In addition, the Text Message Program may be used by you to send text messages to your own customers or end users. You are solely responsible for obtaining all necessary rights, consents, and permissions from such recipients, and for ensuring that any such messages comply with applicable laws, regulations, and carrier requirements. We disclaim all responsibility for the content of, and compliance obligations arising from, any messages you direct to your own customers or end users.

5.Support Services and Uptime.

a.Support Services. Subject to your compliance with this Agreement, during the Term we will provide support services via email or phone during business hours (8:00 a.m. to 7:00 p.m. Eastern Time, Monday through Friday, excluding ServiceTrade holidays). Unless otherwise specified in your Order and except as set forth below, Support will be included with your subscription to the Software (subject to and conditioned upon your timely payment of the corresponding recurring Software subscription Fees) and otherwise free of additional charge. Support includes:

i.access to knowledge base content, FAQs, training videos, and forums at https://support.servicetrade.com;

ii.technical assistance for Software use, user account management, and error interpretation;

iii.reasonable efforts to resolve any reproducible failures of the Software to perform in accordance with the warranties set forth in Section 12.c below (each, an “Error”) in accordance with our Customer Support Policy set forth in Appendix 1 attached hereto; and

iv.good faith efforts to provide generally available Updates.

However, Support Services do not include (1) support for software or hardware that is not part of the Software (including support for any part of your equipment, products or technology infrastructure), (2) on-site dispatch of our personnel, (3) formal, comprehensive training of Authorized Users on use of the Software, (4) on-site or remote support to configure or customize the Software for you, or (5) performance of any other professional, implementation, configuration, consulting or advisory services (provided that items (3) through (5) may be separately provided Services to the extent expressly agreed to in your Order). You understand, acknowledge and agree that we will not be required to fully satisfy you on all support requests, fully resolve all issues and fix all errors, customize the Software for you, or incur travel, overtime, or other extraordinary expenses in connection with Support Services or otherwise. You must provide all information and assistance that we reasonably request in connection with providing such Support Services. We reserve the right to charge you at an hourly rate (on a time-and-materials basis) for support services provided (x) outside of our normal support hours, or (y) in connection with a request we reasonably determine is outside the scope of the Support Services described above.

b.User Contact for First-Tier Support. You will designate a system administrator or other employee (the “User Contact”) trained in the Services to provide first-tier support to your Authorized Users, including assistance with usage, functionality, and reported Errors. Before contacting us, you will use available help documentation.

6.Professional Services.

a.Professional Services Defined. Subject to your compliance with this Agreement, ServiceTrade may perform certain services, which may include (i) onboarding, configuration, implementation, and go-live services necessary to make the Software accessible to you and your Authorized Users, as well as (ii) any other professional services mutually agreed upon in an Order or a separate Statement of Work describing the scope, deliverables, service delivery window, data requirements, and applicable fees ((i) and (ii) collectively referred to as “Professional Services”). Descriptions of certain service packages may be found in ServiceTrade’s Professional Services Schedule, available at https://servicetrade.com/terms/sps, as updated from time to time, and each Statement of Work will be incorporated into and governed by this Agreement.

b.Your Responsibilities. In connection with our performance of the Professional Services, you will: (i) reasonably cooperate with us in all matters relating to the performance of the Professional Services; (ii) in a timely manner, provide all of Your Data reasonably necessary for us to complete such Services; (iii) respond promptly to our requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for us to perform such Services in accordance with the Order; and (iv) perform those additional tasks and assume those additional responsibilities specified in the Order.  You accept that our performance is dependent on your timely and effective satisfaction of the foregoing responsibilities

7.Confidentiality.

a.General. In connection with receiving or providing the Software and Services during the Term, each party (each, a “Discloser”) may disclose to the other party (the “Recipient”) the Discloser’s proprietary or confidential information (collectively, “Confidential Information”). During the Term and thereafter the Recipient will not without the Discloser’s written consent disclose Discloser’s Confidential Information to any third party (other than our subcontractors as permitted in Section 4.c above) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement. All non-public information related to the Software and the features, functionality and performance thereof are all our Confidential Information, Your Data is your Confidential Information, and the terms of this Agreement and your Order are the Confidential Information of both of us.

b.Exceptions. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient or its employees or agents, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Additionally, Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure.

8.Data Privacy. We will store, use and otherwise process any of Your Data that constitutes “personal information,” “personal data” or “personally identifiable information” as defined in applicable laws (collectively “Personal Data”) in all material respects in accordance with all applicable laws relating to the privacy and protection of Personal Data (“Data Privacy Laws”), including, to the extent applicable, the California Consumer Privacy Act of 2018 and its implementing regulations, as amended effective January 1, 2023 by the California Privacy Rights Act and its implementing regulations (the two laws collectively, as amended, restated or supplemented from time to time, the “CCPA”). For the purposes of the remainder of this Section, the terms “business,” “combine,” “commercial purpose,” “consumer,” “contractor,” “personal information,” “processing,” “sell” (and its corresponding “sale”), “sensitive personal information,” “share” and “service provider” shall have the meanings given to such terms in the CCPA. The parties acknowledge and agree that you are a business and we are a service provider or contractor to you under the CCPA. In its processing of personal information of consumers that you have transferred to us for processing, that we may have access to, or that we have collected on your behalf, in each case in connection with performing or providing the Software and Services, we will comply with all requirements of the CCPA that are applicable to service providers and contractors. Without limiting the foregoing, during the term of the Agreement and thereafter, we will: (i) not retain, use or disclose the personal information for any purpose (including any commercial purpose) other than for the specific purpose of providing or performing the Software and Services contemplated by the Agreement; (ii) not retain, use or disclose the personal information outside of the direct business relationship between you and us; (iii) not sell or share the personal information to or with any third parties; (iv) not combine the personal information that we receive from you, or on your behalf, with personal information that we receive from, or on behalf of, another person or persons, or that we collect from our own interaction with the consumer, provided that we may combine such personal information (1) for the specific purpose of providing or performing the Software and Services contemplated by this Agreement or (2) to perform any other permitted business purpose under the CCPA; and (v) taking into account the nature of processing and the information available to us, by appropriate technical and organizational measures and insofar as this is reasonably practical, promptly comply with your reasonable written instructions associated with responding to any consumer’s request to exercise the consumer’s rights under the CCPA. We certify that we understand and will comply with the restrictions, duties and obligations set forth in this Section.

9.Fees and Payment.

a.Fees. You will pay all fees specified in your Order (the “Fees”). In all cases, all Software subscription Fees for the full Initial Term or Renewal Term (as applicable) are earned upon commencement of the Initial Term or Renewal Term and, except as otherwise expressly specified in the applicable Order, are payable in advance and in full as a lump sum. Additionally, except as otherwise expressly specified in this Agreement or the applicable Order: (i) Fees are based on Software and Services purchased, not actual usage; (ii) payment obligations are non-cancelable and Fees paid are non-refundable; and (iii) quantities cannot decrease during the Subscription Term. Added Software and Services mid-Term are prorated. At the commencement of each Renewal Term, the standard rates/pricing for our Fees may, in our discretion, be increased by not more than seven percent (7%) above the rates or pricing for the relevant Services in the immediately prior subscription term, unless (x) the pricing in such prior term was a promotional or discounted price, or (y) in the event you reduce the quantity of subscriptions purchased, in which case the current ServiceTrade pricing guidelines will determine pricing. An Order may allow you to pay Fees in installments during the applicable Initial Term or Renewal Term, at ServiceTrade’s sole discretion and solely for your convenience. Any installment arrangement is conditioned on your timely payment in accordance with the Order and this Agreement. If you fail to make any such payment when due, ServiceTrade may, upon written notice, immediately accelerate all earned but unpaid Fees under the Order, making them immediately due and payable. Separately, an Order may contemplate promotional pricing, and such promotional pricing may be extended or expire in accordance with the terms of such Order.

b.Professional Services Fees; Expenses. Professional Services may include services billed on a time and materials (“T&M”) basis, which will be billed at ServiceTrade’s T&M rate listed on the Professional Services Order Form. T&M services are performed and invoiced monthly in arrears for the immediately preceding month and due upon receipt. Customer shall reimburse ServiceTrade for material(s) and reasonable travel, administrative, and out-of-pocket expenses incurred in conjunction with the Professional Services. Incidental expenses are billed monthly in arrears and due upon receipt.

c.Taxes. Our Fees do not include taxes and similar assessments. We will pass along to you the cost of any VAT, sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income, property or employees. If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill or invoice, and we will remit those amounts to the applicable authority. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.

d.Payment. You will pay in U.S. dollars. All invoiced amounts are due upon receipt unless otherwise expressly set forth in the applicable invoice. You are responsible for accurate billing/contact info and updates. Overdue payments accrue interest at one point five percent (1.5%) monthly (or max legal rate) from due date. If any Fees are overdue, you will reimburse us for all reasonable costs of collection, including but not limited to attorneys’ fees, court costs, and third-party collection agency fees. Additionally, if any Fees are overdue, ServiceTrade reserves the right to accelerate all unpaid Fees under the applicable Order in the manner described in Section 9.a above.

10.Ownership and Intellectual Property Rights.

a.Software. You acknowledge and agree that ServiceTrade owns all right, title and interest in and to the Software (for the avoidance of doubt excluding any of Your Data or Confidential Information), including all associated features, functionality, software, content, materials and services made available thereon by us, including all new versions, Updates, configurations, revisions, derivative works, improvements and modifications of the foregoing, the look and feel, ideas, algorithms, methods and concepts underlying or embedded in the foregoing and all related intellectual property rights (collectively, the “ServiceTrade IP”). We are not granting you any right, license or authorization with respect to the ServiceTrade IP except as we’ve specifically provided in Section 3 above. We reserve all other rights in and to the ServiceTrade IP.

b.Your Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of Your Data, including all intellectual property rights relating to Your Data, subject to the rights you grant to us in this Section 10.b. You grant to us and our subcontractors all such rights and permissions in or relating to Your Data as are necessary to: (i) perform the Services and provide the Software during the Term, as described in this Agreement; (ii) obtain, create and derive from Your Data—in aggregated or de-identified form only—statistics, analytics and benchmarking data that we may use for our own marketing and benchmarking purposes and/or for preparing and presenting (to you and to our other customers) aggregated comparison or benchmarking statistics in the Software and otherwise; (iii) monitor, track and improve our products and services, including, but not limited to, by training and tuning artificial intelligence and/or machine learning models and algorithms associated with the Software in order to improve such models’ and algorithms’ predictions, performance and functionality for your benefit and the benefit of our other customers; and (iv) enforce this Agreement and exercise our rights and perform our obligations under this Agreement.

c.Publicity Rights. During the Term, you agree we may use your name, trademarks, and logos on our website and marketing materials to identify you as a customer.

d.Usage Data. We may collect diagnostic, metadata, telemetry, technical and other statistical information regarding your and your Authorized Users’ use of and the performance of the Software (“Usage Data”), such as data on what features and functions are being used by its users and to what extent and information about users’ computers, systems and software used to access the Software. We may, during and after the Term, use Usage Data for monitoring, enhancing and improving the Software and, in aggregated and de-identified form only, for other business purposes.

11.Term and Termination.

a.Term; Renewal. The initial term of this Agreement commences on the first date you accept this Agreement in accordance with Section 1 above and continues for the period specified in your Order as the “Initial Term” (the “Initial Term”). Thereafter, unless otherwise specified in the Order, this Agreement will automatically renew for successive one-year “Renewal Terms” (each, a “Renewal Term”), unless one party provides written notice to the other of its intent not to renew at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term (if any) are referred to in this Agreement collectively as the “Term.”

b.Termination. In addition to any other termination rights described in this Agreement, this Agreement may be terminated prior to the end of the Term at any time by either party, effective when that party provides written notice to the other, if the other party materially breaches this Agreement and such breach (i) has remained uncured thirty (30) days after the non-breaching party provides the breaching party with written notice regarding such breach, (ii) is an intentional or willful breach of the covenants, conditions, limitations, and restrictions in Section 3.b; or (iii) is the second (or higher ordinal) breach of the covenants, conditions, limitations and restrictions in Section 3.b.

c.Effect of Termination. If this Agreement is terminated or expires, then: (i) all rights, licenses and authorizations granted by one party to the other will immediately terminate, and (ii) we may disable your, your Affiliates’ and your Authorized Users’ access to the Software. Following termination, we will make Your Data available for download for thirty (30) days. After that period, we may permanently delete Your Data. Notwithstanding the foregoing, we may retain and use de-identified or aggregated data as permitted in Section 10.b.

d.Survival. Sections 7 (Confidentiality), 8 (Data Security), 10 (Intellectual Property Rights), 11.c (Effect of Termination), 13 (Indemnification), 14 (Limitations of Liability), 15 (Miscellaneous), 16 (Other Definitions) and this Section 11.d will survive any expiration or termination of this Agreement. In addition, any other rights, such as a right to payment or to sue for breach, that have accrued prior to expiration or termination of this Agreement and that must survive such expiration or termination in order to be enforced, will survive any expiration or termination of this Agreement.

12.Representations and Warranties.

a.By You Regarding Your Data. You represent and warrant that: (i) your and your Authorized Users’ collection and use of all of Your Data (including your choice to upload and process Your Data to and through the Software and any Third-Party Systems you have elected to use with the Software as contemplated in this Agreement) and your Confidential Information is consistent with your own privacy policy and your license agreements and other agreements with third parties; (ii) you either own, or have all rights, permissions and consents that are necessary to store, use and process, and to permit us, our subcontractors, the Software and any Third-Party Systems you have elected to use with the Software to store, use and otherwise process as contemplated in this Agreement, all of Your Data and your Confidential Information (for the avoidance of doubt, including, without limitation, obtaining any and all consents necessary to send text messages to your own customers or end users through the Text Message Program); (iii) the access to and storage, use and other processing of Your Data and your Confidential Information (including all personal data included in Your Data and your Confidential Information) by us, our subcontractors and the providers of any Third-Party Systems you have elected to use with the Software, as contemplated by this Agreement, does not and will not violate any applicable law, rule or regulation or infringe, misappropriate or otherwise violate any intellectual property right, privacy right or other right of any third party. You will defend us from and against any Claims brought by a third party, and you will indemnify and hold us harmless from any Losses incurred by us directly as a result of such third party Claims, in each case to the extent the same are based on allegations that you, your Authorized Users or any other employee or agent under your control or direction or acting on your behalf have breached any representation or warranty in this Section 12.a.

b.By Us Regarding Our Services. We warrant that we will perform all Services in a professional and workmanlike manner, using adequate resources and appropriately qualified personnel in accordance with the Customer Support Policy set forth in Appendix 1, and consistent with generally accepted standards of quality in our industry. IF WE BREACH THIS WARRANTY, AS YOUR SOLE AND EXCLUSIVE REMEDY AND AS OUR ONLY OBLIGATION AND LIABILITY TO YOU, WE WILL PROMPTLY RE-PERFORM THE NON-CONFORMING SERVICES AT NO ADDITIONAL COST TO YOU.

c.By Us Regarding Our Software. We warrant that the Software will at all times during the Term substantially conform in all material respects to its Documentation and the written specifications expressly set forth by you and us in your Order. However, the warranty in this Section does not apply to any non-conformance resulting from: (x) use of the Software in a manner inconsistent with this Agreement or its Documentation, (y) the operation of or access to your, your Authorized User’s or any third party’s system or network, or (z) Your Data or any Third-Party Systems.

d.Remedy for Breach of Software Warranty. If we breach the warranty set forth in Section 12.c, we will, at our sole option and expense, take any of the following steps to remedy such breach: (i) modify, fix or correct the Software to remedy such non-conformity; (ii) replace the non-conforming portion of the Software, as applicable, with functionally equivalent software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially reasonable standards, terminate this Agreement and promptly refund to you on a pro rata basis the share of any Software subscription fees prepaid by you for the future portion of the applicable subscription term that would have remained but for such termination (a “Refund of Fees”). If we do not cure a warranty breach or terminate this Agreement as permitted by the immediately preceding sentence within 30 days after our receipt of written notice of such breach, you will have the right to terminate this Agreement and we will promptly provide to you a Refund of Fees. THE REMEDIES STATED IN THIS SECTION 12.d ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ONLY OBLIGATION AND LIABILITY TO YOU, FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 12.c.

e.Disclaimer of Warranties. You acknowledge that the delivery of Software and Services hereunder will be based in part on data submitted by you or on your behalf, which is not verified or endorsed by us, and that reports, data or information generated, obtained or acquired through the use of the Software and Services is at your sole risk and discretion. We and our subcontractors are not liable or responsible for any results generated through the use of the Software and Services. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES IN SECTIONS 12.b AND 12.c, ALL SERVICES AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SOFTWARE OR ANY CONTENT OR MATERIALS THEREON WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE SOFTWARE OR ANY SUCH CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

13.Indemnification.

a.By Us. We will defend you from and against any Claims brought by a third party, and will indemnify and hold you harmless from any Losses associated with such third-party Claims, in each case to the extent the same are based on allegations that the Software or your use thereof (excluding Your Data or Confidential Information) infringe any U.S. patent, copyright or trademark of such third party, or misappropriate the trade secret of such third party (each, an “Infringement Claim”).

b.Exclusions from Infringement Claims. Notwithstanding the foregoing, we will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (i) access to or use of the Software in combination with any hardware, system, software, network or other materials or service not provided by us (or authorized in the Documentation or otherwise in writing by us); (ii) modifications or configurations made to the Software by anyone other than us or a party acting under our direction without our prior written consent; (iii) Third-Party Systems; or (iv) any action taken by you, or any Authorized User relating to use of the Software that violates this Agreement.

c.Mitigation for Infringement Claims. If the Software is, or in our opinion is likely to be, the subject of an Infringement Claim, or if your, or any Authorized User’s use of the Software is enjoined or threatened to be enjoined, we will, at our option and our sole cost and expense: (i) obtain the right for you to continue to use the allegedly infringing Software as contemplated by this Agreement, (ii) modify or replace the allegedly infringing Software to make such Software (as so modified or replaced) non-infringing, without causing a material loss of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then we may terminate this Agreement upon written notice and without any liability to you and we will promptly provide a Refund of Fees.

d.Sole Remedy. THIS SECTION 13 SETS FORTH YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE, DOCUMENTATION OR ANY OTHER SERVICETRADE IP) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

e.Indemnification Procedures. If a party reasonably believes it is entitled to indemnification under this Agreement, such party (the “Indemnified Party”) promptly must give the other party (the “Indemnifying Party”) written notice of the claim of indemnification, provided that an Indemnified Party’s failure to notify the Indemnifying Party will not diminish the Indemnifying Party’s indemnification obligations except to the extent the Indemnifying Party is materially prejudiced as a result of such failure. Any such notice shall set forth in reasonable detail the facts, circumstances and basis of the applicable Claim. Upon receipt of notice of the assertion of a Claim, the Indemnifying Party will have the right to control the defense or settlement of the matter at its own expense and with counsel of its choice, provided that the Indemnifying Party shall not enter into any settlement of the relevant Claim without written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnified Party must cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, to facilitate the defense, compromise or settlement of any Claims. The Indemnified Party may employ separate counsel and participate in any indemnified Claim, but the fees and expenses of such counsel will be at the expense of the Indemnified Party.

14.Limitation of Remedies; Exclusion of Damages.

IN NO EVENT WILL WE BE LIABLE, IN THE AGGREGATE, TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND OR NATURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, DIRECT DAMAGES) IN EXCESS OF THE AGGREGATE AMOUNT PAID TO SERVICETRADE HEREUNDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM AGAINST SERVICETRADE HEREUNDER. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR LOSS OF PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

15.Miscellaneous.

a.Entire Agreement. This Agreement and your Order together constitute the entire agreement between the parties on the subject matter hereof, and supersede all prior negotiations, understandings or agreements (oral or written) and all past dealing or industry custom.

b.Amendment, Severability and Waiver. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, 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.

c.Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflicts of law provisions. The sole and exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Wake County, North Carolina, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action and to the jurisdiction of such courts over their persons.

d.Notices. All notices under this Agreement must be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in your Order. You are responsible for keeping your notice contact information current, and notices sent to the most recent address or e-mail address provided by you will be deemed effective.

e.Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

f.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

g.Relationship of the Parties. The relationship between the parties is that of independent contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

h.Force Majeure. Neither party will be liable for any delays or non-performance of its obligations arising out of actions or decrees of governmental authorities following the first date you accept this Agreement, criminal acts of third parties, telecommunication failures not caused by a party, problems with equipment or software provided by other parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire, or other similar causes not within such party’s reasonable control (each, a “Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.

i.Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 3.b (Limitations and Restrictions) or Section 7 (Confidentiality) of this Agreement would cause the other party irreparable harm for which monetary damages alone would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

j.Conflict in Terms. If there is a conflict between this Agreement and your Order, the terms of the Order shall govern the provision of the Software or the Services involved; provided, however, that nothing in your Order may modify or supersede anything in Sections 3.b (Limitations and Restrictions), 10 (Ownership and Intellectual Property Rights), 12 (Representations and Warranties), 13 (Indemnification), 14 (Limitation of Liability), or 15 (Miscellaneous) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the Order and the parties have expressly agreed in the Order to modify or alter the relevant provision of this Agreement.

k.Counterparts. The Order may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Order delivered by facsimile, e-mail or other electronic means is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

l.Non-Solicitation of Employees. Each party acknowledges that the other party has expended significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm. Accordingly, during the Term and for six (6) months following its termination or expiration (the “Restricted Period”), neither party shall, directly or indirectly, solicit for employment, hire, recruit, or attempt to solicit, hire, or recruit any employee of the other party who was employed by such party at any time during the six (6) months immediately preceding such solicitation (each, a “Covered Employee”) without the other party’s prior written consent, or induce any Covered Employee to terminate their employment. This restriction applies to all forms of oral, written, and electronic communication, including email, telephone, and social media communications. For the avoidance of doubt, this Section will not be violated if: (i) a Covered Employee responds to a general, non-targeted employment advertisement or job posting, or (ii) a Covered Employee independently contacts a party about potential employment without solicitation. This Section does not restrict or impede, and shall not be interpreted or understood as restricting or impeding, any rights of employees under applicable law, including Section 7 of the National Labor Relations Act (NLRA).

16.Other Definitions. Capitalized and other terms that are used in this Agreement have the meanings described below:

“Authorized User” means your employees, consultants, contractors, agents, or other individuals authorized by you to use the Services through your account, to whom we have provided access credentials to log in to the Services, and for whom you have paid all applicable Fees under your Subscription Order Form. For the avoidance of doubt, Authorized Users may include, for example, administrative users, sales users, Technician Users (as defined herein) such as your technicians who are assigned to deliver jobs and use the Mobile App to review and report job status information.

“Claim” means any investigation by a governmental body, claim, suit, action or proceeding.

“Documentation” means the then-current online, electronic and written user documentation and guides we make available to you and your Authorized Users which describe the functionality, components, features or requirements of the Software, as we may update from time to time in our discretion.

“Loss” means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.

“Malicious Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.

“Order” or “Subscription Order Form” means the Order executed by you and us that references this Agreement, and which forms a part of and is incorporated into this Agreement by reference for all purposes. For clarity, an Order could be an order form that is manually or electronically signed by you and us, an online order purchase confirmation page, check-out page or similar ordering webpage or landing page online, or another written document presented and offered to you by us and confirmed or otherwise accepted by you, whether in writing or electronically—provided that in each case it incorporates this Agreement by reference.

“Technician User” means individuals authorized by you to use the Services, who have been supplied user identifications and passwords by you (or by ServiceTrade at your request), who can be assigned to deliver jobs, and who are eligible to use the Mobile App to review and report job status information. Technician Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you do business.

“Your Data” means information, data, records or other materials of or about you, or your Authorized User that are either (i) uploaded or created directly by you, or an Authorized User by, in or through the Software for the purposes of being stored or otherwise processed for your permitted use of the Software, or (ii) uploaded by you, or an Authorized User to a File Transfer Protocol (FTP) site provided to you by us for purposes of facilitating our provision of Support Services, Professional Services or other Services to you. For clarity, Your Data does not include any Usage Data.

 

 

 

 

Appendix 1

Customer Support Policy 

When a support inquiry is submitted by Customer through an appropriate channel, ServiceTrade shall provide an Initial Response (as defined below), shall provide periodic status updates, shall apply the specified efforts, and shall use commercially reasonable efforts to resolve the issue within the specified target resolution time, in each case in accordance with the table below.  All response times listed apply only during Support Hours. If a support request is submitted outside of Support Hours, the required Initial Response will come within the specified time period during Support Hours on the next Business Day.

Severity	Support Services Available During	Initial Response	Notification Method	Efforts Applied	Target Resolution
Urgent	Support Hours	Within 2 hours	Email / In-app	Continuous efforts from all available resources during Support Hours	Within four (4) hours as measured during normal business hours
High	Support Hours	Within 4 hours	Email / In-app	Continuous efforts from all available resources during Support Hours	Patch available within 2-4 weeks
Normal	Support Hours	Within 1 Business Day	Email / In-app	As available resources reasonably permit during Support Hours	Typically within 12 weeks
Low	Support Hours	Within 1 Business Days	Email / In-app	Triage and planned work queue review	Added to product planned work queue

If ServiceTrade is unable to replicate a reported issue, the report will be treated as if it were made when the issue can be replicated, so that ServiceTrade has a basis for review.  ServiceTrade and Customer will, in good faith, mutually agree on the severity level for each reported issue.

For purposes of this Appendix 1 and any corresponding requirement to provide for a resolution of Errors, a particular Error will be considered to be “resolved” when either (A) the issue has been fully resolved such that the Error no longer exists, or (B) the impact of the Error has been mitigated (e.g., through provision of a temporary fix or workaround) to match the impact of a lower Service Level Severity Priority (in which case the Error shall be downgraded to the applicable Service Level Severity Priority).

 

Excused Events

The Initial Response and Target Resolution Times set forth above do not include any time resulting from an Excused Event. “Excused Event” means any one or more of the following:

• A Force Majeure Event;
• Customer’s failure to perform a reasonable request that is necessary for ServiceTrade to perform the Support Services (including, without limitation, operation and maintenance of the necessary Customer networks, desktops, and any Customer premises, equipment, or systems required to facilitate ServiceTrade’s ability to perform its obligations under this Agreement, or provision of required information or materials);
• Failure of Customer’s equipment or the use of the Software not in accordance with its Documentation or training parameters provided by ServiceTrade;
• Unavailability occurring during periods of testing, development, or problem diagnosis which are scheduled in advance between the parties;
• Planned facility and equipment upgrades and migration, which are scheduled in advance and agreed to between the parties or mutually agreed upon unplanned emergencies, such as a third- party vulnerability patch; and/or
• Any third-party failure (outside of ServiceTrade’s reasonable control) that causes a failure of the Software to perform.

 

Submission of Support Requests

Before submitting a support inquiry, Customer shall leverage available help documentation available at https://servicetrade.com/services/live-support. If Customer is not able to identify a solution using available tools and documentation, support inquiries may only be submitted to ServiceTrade by using the online support web form, in-app chat tool, or by emailing or calling using the below contact information. 

 

Support Email: support@servicetrade.com 

Support Phone Number: 919-246-9900 

 

When submitting a support inquiry, Customer shall provide requested diagnostic information including, but not limited to: (i) describing the error and the configuration; (ii) providing relevant data; and (iii) communicating further via email or video call to answer questions and assist the ServiceTrade technical team as appropriate. 

 

Escalation

Customer also has the option of escalating issues if ServiceTrade fails to timely respond to, or resolve an error or one or more errors as follows:

• 1st escalation: Customer Support or your Customer Success Manager
• 2nd escalation: Support Leadership
• 3rd escalation: Chief Customer Officer

 

Status Page 

ServiceTrade will maintain a status page (the “Status Page”) at https://status.servicetrade.com/ to provide up-to-date information regarding current operational status as well as a rolling seven-day snapshot of operational status across all of ServiceTrade’s customer-facing applications.

 

Certain Definitions

“Initial Response” means that ServiceTrade shall do each of the following: (1) provide an initial response (not a pre-formatted/auto-response) from ServiceTrade acknowledging receipt of the issue report and delivering an initial assessment as to the potential problem, and (2) arrange for and commence appropriate follow-up activity.

“Support Hours” means 8:00am to 7:00pm EST/EDT during Business Days.

“Business Days” means Monday through Friday, excluding holidays recognized by ServiceTrade as company-wide closures.

The table below describes each of the severity levels available for support incident tickets:

Urgent (highest)	Complete loss of service or a materially significant function or feature is completely unavailable or inoperable, no workaround exists, and Customer’s business operations are severely adversely impacted as a result.
High	Partial loss of service or a materially significant function or feature is substantially lagging or impaired, no workaround exists, and Customer’s business operations are severely or moderately adversely impacted as a result. Problems that would otherwise qualify as Urgent-priority problems but that are in a staging or other pre-production environment will qualify as High-priority problems.
Normal	Problems that would otherwise qualify as Urgent- or High-priority problems but for which a workaround exists (and the workaround resolves any severe or moderate adverse impact on Customer’s business operations), or problems where Customer’s business operations are only modestly adversely impacted (e.g., an inconvenience).
Low (lowest)	No loss of service and the result does not prevent the operation of the software, or any other problem that is not an Urgent-, High- or Normal-priority problem