Provider: Operating Solutions Inc., a Delaware corporation, 169 Madison Ave STE 15638, New York, NY 10016.

These Subscription Terms ("Terms") govern your purchase and use of the Operating professional services automation platform (the "Services") through online, self-serve checkout. By clicking "I agree," completing checkout, or accessing or using the Services, you agree to these Terms. If you are accepting on behalf of an entity, you represent that you are authorized to bind that entity, which is the "Customer."

These Terms form the complete agreement for self-serve subscriptions. Enterprise customers contract with Provider under a separately signed Master SaaS Agreement, which prevails over these Terms to the extent one is in effect between the parties.

"Order" means the plan, number of Persons, price, billing frequency, and currency selected by Customer at checkout (and any subsequent in-Service additions). The "Effective Date" is the date Customer first accepts these Terms or completes checkout, whichever is earlier.

1. Definitions

(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer, and (ii) for whom access has been purchased.

(c) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(d) "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services, available at support.operating.app.

(e) "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Provider IP includes Aggregated Statistics and any information derived from Provider's monitoring of Customer's use of the Services, but does not include Customer Data.

(f) "Services" means the software-as-a-service offering described in Exhibit A.

(g) "Third-Party Products" means any third-party products described in Exhibit A provided with or incorporated into the Services.

2. Access and Use

(a) Provision of Access. Subject to Customer's payment of Fees and compliance with these Terms, Provider grants Customer a non-exclusive, non-transferable (except in compliance with Section 15(g)) right to access and use the Services during the Term, solely for use by Authorized Users for Customer's internal use. The total number of Authorized Users will not exceed the number of Persons in the Order, except as expressly agreed in writing or activated through the Services with corresponding adjustment of Fees.

(b) Documentation License. Provider grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with the Services.

(c) Use Restrictions. Customer shall not, and shall not permit any Authorized User to: (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (iv) remove any proprietary notices; or (v) use the Services or Documentation in any manner that infringes, misappropriates, or violates any right of any person, or that violates any applicable law.

(d) Reservation of Rights. Provider reserves all rights not expressly granted. Nothing in these Terms grants Customer or any third party any right, title, or interest in the Provider IP except the limited licenses expressly granted.

(e) Suspension. Provider may temporarily suspend access to the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on the Provider IP; (B) Customer's or an Authorized User's use disrupts or poses a security risk to the Provider IP or to any other customer or vendor; (C) Customer or an Authorized User is using the Provider IP for fraudulent or illegal activities; (D) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become subject to insolvency proceedings; or (E) Provider's provision of the Services is prohibited by applicable law; (ii) a Provider vendor has suspended or terminated access to third-party services required to enable the Services; or (iii) in accordance with Section 5(a)(iii). Provider will use commercially reasonable efforts to give notice and to restore access promptly after the cause is cured. Provider will have no liability for any consequences of a Service Suspension.

(f) Aggregated Statistics. Provider may monitor Customer's use of the Services and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong solely to Provider. Provider may (i) make Aggregated Statistics publicly available and (ii) use them as permitted by applicable law, provided they do not identify Customer or Customer's Confidential Information.

3. Customer Responsibilities

Customer is responsible and liable for all uses of the Services and Documentation resulting from access Customer provides, directly or indirectly. Customer is responsible for all acts and omissions of Authorized Users, and any Authorized User act or omission that would breach these Terms if taken by Customer is deemed a breach by Customer. Customer shall use reasonable efforts to make Authorized Users aware of, and cause them to comply with, the applicable provisions of these Terms.

4. Service Levels and Support

(a) Service Levels. Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels in Exhibit B.

(b) Support. The access rights granted entitle Customer to the support services described in Exhibit B for one year following the Effective Date, and thereafter only if Customer purchases additional support services.

5. Fees and Payment

(a) Fees. Customer shall pay the fees ("Fees") set out in the Order and Exhibit A, without offset or deduction, in US dollars. Fees are charged or invoiced through Provider's payment processor (e.g., Stripe) per the Order. If Customer fails to pay when due: (i) Provider may charge interest at 1% per month (calculated daily, compounded monthly) or the highest rate permitted by law, if lower; (ii) Customer shall reimburse Provider's reasonable collection costs, including attorneys' fees; and (iii) if such failure continues for 14 days or more, Provider may suspend access until paid in full.

(b) Taxes. All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes and similar charges imposed by any federal, state, or local authority, other than taxes on Provider's income.

(c) Auditing Rights and Required Records. Customer shall maintain complete and accurate records during the Term and for two years thereafter with respect to amounts due. Provider may, at its own expense and on reasonable notice, periodically inspect and audit such records. If an audit reveals underpayment, Customer shall promptly pay the shortfall with interest under Section 5(a), and shall bear the audit cost if underpayment equals or exceeds 10% for any quarter.

6. Professional Services

Provider may perform onboarding, implementation, configuration, training, advisory, or other professional services ("Professional Services") only pursuant to a mutually executed statement of work referencing these Terms (each, an "SOW"). Each SOW shall describe scope, fees, payment schedule, and any assumptions, dependencies, or milestones. Unless otherwise specified in the SOW, Professional Services are provided on a time-and-materials basis at Provider's then-current price list, are exclusive of taxes, are separate from the Services, are not subject to Exhibit B, and are deemed accepted upon delivery.

7. Confidential Information

From time to time either party may disclose information identified as "confidential" ("Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained from a third party on a non-confidential basis; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information except to employees with a need to know for performance, and may disclose to the limited extent required (i) to comply with a court order or applicable law (with prior written notice and reasonable efforts to obtain a protective order), or (ii) to establish its rights under these Terms. On expiration or termination, the receiving party shall return or destroy all copies and certify destruction in writing. Confidentiality obligations expire five years from disclosure; trade-secret obligations survive for as long as the information remains a trade secret under applicable law.

8. Intellectual Property Ownership; Feedback

(a) Provider IP. As between the parties, Provider owns all right, title, and interest, including all intellectual property rights, in the Provider IP.

(b) Customer Data. As between the parties, Customer owns all right, title, and interest in the Customer Data. Customer grants Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer Data as necessary to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Customer Data incorporated within Aggregated Statistics.

(c) Feedback. If Customer provides any suggestions, comments, or feedback regarding the Provider IP ("Feedback"), Provider is free to use it without obligation or compensation. Customer assigns to Provider all right, title, and interest in any ideas, know-how, concepts, techniques, or intellectual property contained in the Feedback.

9. Limited Warranty and Warranty Disclaimer

(a) Provider warrants that the Services will conform in all material respects to the service levels in Exhibit B when accessed and used in accordance with the Documentation. Provider makes no representations or guarantees regarding uptime or availability except as identified in Exhibit B. The remedies in Exhibit B are Customer's sole remedies and Provider's sole liability under this Section 9(a).

(b) EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9(a), THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9(a), PROVIDER MAKES NO WARRANTY THAT THE PROVIDER IP WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

10. Indemnification

(a) Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from Losses incurred from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, used in accordance with these Terms, infringe or misappropriate such third party's US patents, provided Customer promptly notifies Provider in writing, cooperates, and allows Provider sole authority to control the defense and settlement. If a Third-Party Claim is made or appears possible, Provider may, at its discretion, (A) modify or replace the Services to make them non-infringing, or (B) obtain the right for Customer to continue use; if neither is reasonably available, Provider may terminate these Terms or the affected component on written notice. This Section 10(a) does not apply to infringement arising from (A) use of the Services in combination with items not provided or authorized by Provider; (B) modifications not made by Provider; or (C) Customer Data. "Losses" means losses, damages, liabilities, and costs (including reasonable attorneys' fees).

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and at Provider's option defend Provider from any Losses from any Third-Party Claim that the Customer Data infringes or misappropriates such third party's US patents, and any Third-Party Claims based on Customer's or an Authorized User's (i) negligence or willful misconduct; (ii) use of the Services not authorized by these Terms; (iii) use in combination with items not provided or authorized by Provider; or (iv) modifications not made by Provider. Customer may not settle any claim against Provider without Provider's consent, and Provider may defend or participate with its own counsel.

(c) Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY FOR ANY CLAIM THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 10 EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THESE TERMS.

11. Limitation of Liability

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OR WHETHER FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination

(a) Term and Cancellation. These Terms begin on the Effective Date and continue for the subscription period in the Order (the "Initial Term"). They automatically renew for additional successive periods of equal length (each a "Renewal Term"; together with the Initial Term, the "Term"). Customer may cancel at any time through the Services or by contacting Provider. Cancellation stops automatic renewal and takes effect at the end of the then-current paid term (for monthly plans, at the end of the then-current month); Customer retains access to the Services until then, and Fees already paid for the current term are non-refundable. Provider may elect not to renew by giving Customer written notice before the end of the then-current term.

(b) Termination. In addition to other rights: (i) Provider may terminate on written notice if Customer (A) fails to pay any amount when due and the failure continues more than 14 days after written notice, or (B) breaches Section 2(c) or 7; (ii) either party may terminate on written notice if the other materially breaches and the breach is incapable of cure or remains uncured 30 days after notice; or (iii) either party may terminate immediately on written notice if the other becomes insolvent, becomes subject to bankruptcy or insolvency proceedings, makes a general assignment for the benefit of creditors, or has a receiver appointed.

(c) Effect of Expiration or Termination. Upon expiration or termination: (i) Customer shall immediately discontinue use of the Provider IP and, without limiting Section 7, delete, destroy, or return all copies of the Provider IP and certify the same in writing; (ii) on Customer's written request, Provider shall make available an export of Customer Data through standard export functionality in a commonly used machine-readable format (such as CSV or JSON), provided Customer is not in material breach of its payment obligations; provided that this payment condition shall not apply to Personal Data, the return or deletion of which is governed by the DPA. Such export is available during the Term and for 30 days after expiration or termination; thereafter Provider may delete Customer Data per its standard retention practices and the DPA. Exports beyond standard functionality may be subject to additional time-and-materials fees; (iii) no termination affects Customer's obligation to pay Fees due before termination or entitles Customer to any refund. To the extent of any conflict between this Section 12(c) and the DPA with respect to Personal Data, the DPA prevails.

(d) Survival. Sections 1, 5, 7, 8, 9(b), 10, 11, 12(c), 12(d), and 15, together with the DPA, survive termination or expiration. No other provisions survive.

13. Data Protection

Where Provider processes personal data on Customer's behalf in connection with the Services, the Data Processing Agreement ("DPA") at [INSERT URL] applies and is incorporated into these Terms by reference. By accepting these Terms, Customer enters into the DPA with Provider. The DPA governs the processing of Personal Data, and prevails over these Terms with respect to Personal Data.

14. Exhibits and Incorporated Documents

These Terms incorporate: Exhibit A (Service Description and Fees); Exhibit B (Service Levels and Support); and Exhibit C (Data Processing Agreement, at [INSERT URL]). In the event of inconsistency, the order of precedence is: (i) the DPA, with respect to Personal Data; (ii) these Terms, excluding Exhibits; (iii) the Exhibits as of the Effective Date; and (iv) any other incorporated documents.

15. Miscellaneous

(a) Entire Agreement. These Terms, with the Order, Schedules, and Exhibits, are the entire agreement for self-serve subscriptions and supersede all prior understandings on the subject matter.

(b) Notices. Notices must be in writing and delivered by email with confirmation of transmission, effective on receipt.

(c) Force Majeure. Neither party is liable for any failure or delay (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, other disasters or catastrophes such as epidemics or pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes or labor disturbances, or passage of law or governmental action including embargoes.

(d) Amendment; Waiver. Provider may update these Terms; the version in effect at the start of each Term applies for that Term. No waiver is effective unless in writing.

(e) Severability. If any provision is invalid or unenforceable, the remainder remains in effect, and the parties shall negotiate in good faith to effect the original intent.

(f) Governing Law; Jurisdiction. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Any suit, action, or proceeding (subject to Section 15(i)) will be instituted exclusively in the federal or state courts located in Wilmington, Delaware, and each party submits to their exclusive jurisdiction.

(g) Assignment. Customer may not assign or delegate without Provider's prior written consent; any purported assignment in violation is void. No assignment relieves a party of its obligations. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

(h) Export. Customer shall comply with all applicable federal laws and regulations restricting the export or re-export of the Services or any Customer Data outside the US.

(i) Equitable Relief. Each party agrees that a breach or threatened breach of Section 7 (or, for Customer, Section 2(c)) would cause irreparable harm, and the other party is entitled to equitable relief without bond or proof of actual damages, in addition to all other remedies.

(j) Counterparts / Electronic Acceptance. Acceptance by clicking, completing checkout, or using the Services constitutes a binding agreement, and Customer consents to electronic acceptance, contracting, and records.

Exhibit A — Service Description and Fees

A. Description of Services

Provider makes available the Services known as Operating, a cloud-based professional services automation (PSA) platform, as generally available from time to time, as a hosted software-as-a-service solution. No on-premise deployment, customization, or professional services are included unless expressly agreed in writing. A general description at https://operating.app is informational only and does not modify the scope of the Services.

B. Fees

1. Pricing Basis. Fees are based on a per Person per month model. A "Person" means (i) an Authorized User, or (ii) any individual with an active (non-archived) profile in the Services, including individuals designated as resources, regardless of whether they log in. A Person is billed for every month during which their profile is active at any time during that month. Pricing is as set out at https://operating.app/pricing and as reflected in the Order. The Fees for each subscription period (including each Renewal Term) are Provider's published pricing in effect at the start of that period. Provider will notify Customer at least 30 days before the start of a Renewal Term of the Fees that will apply to that Renewal Term; if Customer does not wish to continue at those Fees, Customer may cancel before the Renewal Term begins as set out in Section 12(a). All Fees are payable in USD, are non-refundable, and are exclusive of taxes.

2. Professional Services (if applicable). Provided only pursuant to a mutually executed SOW under Section 6; fees as set out in the SOW; non-refundable and exclusive of taxes.

3. Annual Subscription (if selected). If an annual plan is selected at checkout, the Initial Term and each Renewal Term are a fixed one-year subscription period and Fees are invoiced annually in advance for the number of Persons in the Order. If Customer activates additional Persons during an active period, those Persons are invoiced pro rata for the remaining months of the then-current period (from and including the month of activation through the end of the period), calculated as: (monthly per-Person fee) × (additional Persons) × (number of months from and including the month of activation to the end of the period). For example, a Person activated in month 4 of a 12-month period is billed for months 4 through 12. No reductions take effect during an active annual period, and removing a Person does not reduce Fees already invoiced for that period. At the start of each Renewal Term, the Person count reflects the total Persons active at the end of the prior period.

4. Monthly Subscription (if selected). If a monthly plan is selected at checkout: Fees are invoiced monthly in advance based on active Persons for the month; the number of Persons may increase or decrease month to month; a Person is billable for every month in which their profile is active at any time during that month, with no proration within a month, so a Person added during a month is billed for that full month; and no refunds apply for reductions during an active billing month.

C. Authorized Users and Persons

Customer may add Persons at any time through the Services, and Fees for added Persons are billed automatically as set out in Section B (for monthly plans, the full month in which the Person is activated; for annual plans, pro rata for the remaining months of the then-current period, from and including the month of activation). The number of Authorized Users and active (non-archived) profiles equals the number of Persons for which Customer is billed.

D. Third-Party Products

The Services may interoperate with third-party products or services (e.g., CRM systems such as HubSpot) ("Third-Party Products"). Customer's use of Third-Party Products is subject to the applicable third-party terms. Provider does not control and is not responsible for Third-Party Products and makes no warranties regarding their availability, functionality, security, or compatibility, and shall not be liable for issues attributable to them.

Exhibit B — Service Levels and Support (SLA)

Definitions

"Business Day": 08:00–16:00 EET (Finnish time), Monday to Friday, excluding public holidays in Finland. "Critical Severity": Customer's complete inability to access the Services. "Downtime": any period of unavailability of the Services, excluding Scheduled Maintenance and Excluded Downtime. "Excluded Downtime": Downtime resulting from Third-Party Products; ISP failures; force majeure; Customer systems, misuse, or configuration; suspension under these Terms; cyberattacks or security events beyond Provider's commercially reasonable control; and API or integration failures caused by third-party systems not attributable to Provider's API or integration code. "Initial Response": acknowledgement and commencement of investigation, not resolution. "Monthly Uptime Percentage": (total minutes in a calendar month − Downtime) ÷ total minutes in the calendar month × 100. "Non-Critical Severity": inability to access part of the Services, but not Critical Severity. "Scheduled Maintenance": planned maintenance, updates, patches, or infrastructure work for which Provider gives reasonable prior written notice.

Availability Commitment

Provider will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of 99.9%. Provider may perform Scheduled Maintenance upon at least three days' prior notice, conducted outside peak hours where reasonably practicable (preferred windows: weekends or weekdays 05:00–08:00 EET). Scheduled Maintenance is excluded from Monthly Uptime Percentage calculations.

Service Credits

If Provider fails to meet 99.9% in a calendar month, Customer may request a service credit: 10% of the applicable monthly subscription Fee for Monthly Uptime Percentage between 99.8% and 99%; 25% for between 98.9% and 95%; 50% for below 95%. Customer must submit a written request within 30 days after the end of the affected month. Credits apply to future invoices and shall not exceed 100% of the applicable monthly subscription Fee. Service credits are Customer's sole and exclusive remedy for failure to meet the availability commitment. If Monthly Uptime Percentage falls below 95% for two consecutive months, Customer may terminate on written notice if Provider fails to restore compliance within 30 days after notice.

Support Services

During the Term, Provider provides standard support via email or other designated channels during Business Days. Initial Response targets: Critical Severity within one Business Day; Non-Critical Severity within two Business Days. Support does not include custom development, data correction, Professional Services, or services beyond those reasonably expected to keep the Service running.

Updates and Security

Provider may modify, enhance, or update the Services from time to time and will not materially reduce core functionality during the Term; feature releases are at Provider's discretion. Provider is undergoing its initial SOC 2 Type II audit and intends to maintain SOC 2 Type II compliance following its first report. If Provider discontinues SOC 2 Type II audits, it will adopt and maintain a comparable industry-recognized framework (such as ISO/IEC 27001). Upon reasonable written request, Provider will provide a summary of its current SOC 2 Type II report or equivalent.

Exhibit C — Data Processing Agreement is incorporated by reference and available at https://www.operating.app/dpa

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