MOREPLAN LLC TERMS OF SERVICE

INTRODUCTION

Summary: This section introduces the Terms of Service as a binding legal agreement between Moreplan LLC and the Customer for the use of the Moreplan platform. It outlines how the Customer accepts these terms and who is authorized to agree on behalf of an entity. It also includes restrictions on use by competitors and states Moreplan's right to modify the agreement with notice.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (THE "CUSTOMER") AND MOREPLAN LLC ("MOREPLAN," "COMPANY," "WE," "US," OR "OUR"). IT GOVERNS YOUR ACCESS TO AND USE OF OUR SOFTWARE-AS-A-SERVICE (THE "SERVICE"). THIS AGREEMENT SUPERSEDES AND REPLACES IN ITS ENTIRETY ANY PRIOR END USER LICENSE AGREEMENT ("EULA") PREVIOUSLY PRESENTED TO OR ACCEPTED BY CUSTOMER; THE EULA IS HEREBY RETIRED AND SHALL HAVE NO FURTHER FORCE OR EFFECT. THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 14, WHICH AFFECTS YOUR RIGHTS ON HOW TO RESOLVE DISPUTES. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION PROVISION AS DESCRIBED IN SECTION 14.8.

These Terms of Service ("Agreement" or "TOS") are entered into by and between Moreplan LLC, a Texas limited liability company with its principal place of business in Harris County, Texas, and the entity or individual registering for, accessing, or using the Services ("Customer," "you," or "your"). This Agreement constitutes a legally binding contract. The purpose of this TOS is to regulate the legal relationship between Moreplan and its Customers regarding the access and use of the Moreplan Service.

By accessing or using the Services, clicking a box or button indicating acceptance (e.g., "I Agree," "Accept"), creating an account, executing an Order Form (as defined below) that references this Agreement, or otherwise manifesting your assent to this Agreement, you acknowledge that you have read, understood, and agree to be bound by these terms.

If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an "Entity"), you represent that you have the authority to bind such Entity and its Affiliates (as defined below) to this Agreement. In such cases, the terms "Customer," "you," or "your" shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

You may not access the Services if you are our direct competitor, except with our prior written consent. Furthermore, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Moreplan reserves the right to modify this Agreement at any time as detailed in Section 15.16 (Modifications to Agreement). It is your responsibility to regularly review this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of the Agreement in place at the time the dispute arose.

1. DEFINITIONS

Summary: This section defines key capitalized terms used throughout the Terms of Service to ensure clarity and common understanding between Moreplan LLC and the Customer. It covers terms related to the agreement itself, the parties involved, the services offered, data types, intellectual property, and various incorporated policies and legal concepts.

For the purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below. Other capitalized terms used throughout this Agreement shall have the meanings ascribed to them in the context in which they appear.

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. "Agreement" means these Terms of Service, including any Order Forms, exhibits, schedules, addenda, and policies explicitly incorporated herein by reference (such as the Privacy Policy and Beta/Early Access Terms, if applicable).

1.3. "AI Features" means any features or functionalities within the Service that utilize artificial intelligence, machine learning, or similar technologies for purposes such as predictive analytics, automated communication, lead scoring, or generating insights.

1.4. "API" means Moreplan's application programming interfaces and associated documentation or software.

1.5. "Applicable Law" means all statutes, regulations, ordinances, rules, codes, edicts, decrees, judgments, injunctions, orders, and other binding requirements of any federal, state, local, or foreign governmental authority, regulatory or administrative agency, or court of competent jurisdiction applicable to the performance of obligations or exercise of rights under this Agreement, including but not limited to Data Protection Laws.

1.6. "Authorized User" or "User" means an individual (e.g., an employee, contractor, or agent of Customer, or potentially Customer's own clients if permitted by Customer's subscription tier and expressly authorized in the applicable Order Form) who is authorized by Customer to use the Services under Customer's account, for whom Customer has purchased a subscription (or, for no-charge Services, for whom Services have been provisioned), and to whom Customer (or Moreplan at Customer's request) has supplied a user identification and password (for Services utilizing authentication). Authorized Users must be individuals who are 18 years of age or older, or the age of majority in their jurisdiction if higher. The Service is not directed to children under the age of 18, and individuals under 18 are not permitted to use the Service. Moreplan's practices regarding children's data are further detailed in its Privacy Policy. Where Customer designates its own external clients as Authorized Users ("Client Users"): (a) such designation is only permitted if expressly authorized in the applicable Order Form or by Moreplan in writing; (b) Customer shall ensure all Client Users are bound by written terms no less protective of Moreplan than this Agreement, including with respect to intellectual property, confidentiality, acceptable use, and data protection, prior to granting such Client Users access to the Services; (c) Customer remains solely and exclusively liable to Moreplan for all acts, omissions, and violations of Client Users as if such acts, omissions, or violations were Customer's own; and (d) Customer shall implement appropriate access controls to ensure that Client Users only access the data, features, and configurations within the Service that Customer has specifically provisioned for their use.

1.7. "Background IP" means any pre-existing intellectual property, tools, methodologies, software, algorithms, know-how, or other materials owned or developed by Moreplan independently of or prior to any Professional Services engagement with Customer, or developed by Moreplan outside the scope of a specific SOW for Customer.

1.8. "Beta Services" means certain features, services, software, or functionality that Moreplan may offer on a trial, beta, pilot, limited release, developer preview, non-production, evaluation, or similar versions of its offerings, which are governed by the Beta/Early Access Terms.

1.9. "Beta/Early Access Terms" means Moreplan's Beta/Early Access Terms located at https://moreplan.ai/beta-agreement, incorporated herein by reference if Customer utilizes Beta Services.

1.10. "Billing Period" means the recurring interval for which Fees are charged, as specified in the applicable Order Form (e.g., monthly, annually).

1.11. "CCPA" means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 ("CPRA"), and any related regulations.

1.12. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information explicitly includes Customer Data. Our Confidential Information includes the Services, Software, Platform, Moreplan IP, Background IP, Documentation (except publicly available portions), pricing, business plans, product roadmaps, non-public security information, and the terms and conditions of this Agreement and any Order Form. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

1.13. "Claim" means any claim, demand, action, suit, proceeding, investigation, audit, or other legal or administrative proceeding brought by a third party, whether in law or in equity, or before any arbitral, administrative, regulatory, or governmental body or tribunal.

1.14. "TDPSA" means the Texas Data Privacy and Security Act, Tex. Bus. & Com. Code Ch. 541, as may be amended from time to time. Customer's rights under the TDPSA, to the extent applicable, and the Privacy Policy.

1.15. "Customer Data" means all electronic data, text, messages, communications, files, documents, images, audio, video, contact information, sales pipeline data, customer interactions, financial data, and other materials, including any Personal Data therein, submitted to, stored in, processed by, or transmitted through the Services by Customer, its Affiliates, or Authorized Users. Customer Data excludes Feedback and Usage Data. Customer Data is the Confidential Information of the Customer and is owned by the Customer.

1.16. "Data Protection Laws" means all applicable United States federal and state laws and regulations relating to the privacy, data protection, and security of Personal Data, including, where applicable, the CCPA, CPRA, VCDPA (Virginia), CPA (Colorado), CTDPA (Connecticut), UCPA (Utah), the Florida Digital Bill of Rights (Florida SB 262), HIPAA (where applicable to PHI), CAN-SPAM, TCPA, COPPA, and any other applicable U.S. federal or state privacy, data protection, and data security laws and regulations, as may be amended or replaced from time to time.

1.17. "VCDPA" means the Virginia Consumer Data Protection Act, Va. Code Ann. §§ 59.1-571 et seq., as may be amended from time to time.

1.18. "CPA" means the Colorado Privacy Act, Colo. Rev. Stat. §§ 6-1-1301 et seq., as may be amended from time to time.

1.19. "CTDPA" means the Connecticut Data Privacy Act, Conn. Gen. Stat. §§ 42-515 et seq., as may be amended from time to time.

1.20. "UCPA" means the Utah Consumer Privacy Act, Utah Code Ann. §§ 13-61-101 et seq., as may be amended from time to time.

1.21. "Florida Digital Bill of Rights" or "Florida SB 262" means the Florida Digital Bill of Rights, Fla. Stat. §§ 501.171 et seq., as may be amended from time to time.

1.22. "CAN-SPAM" means the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, 15 U.S.C. §§ 7701 et seq., as may be amended from time to time.

1.23. "TCPA" means the Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227, as may be amended from time to time.

1.24. "Deliverables" means any reports, software code, documentation, or other materials created or developed by Moreplan specifically for Customer as part of Professional Services, as identified and agreed in an applicable Order Form or SOW. Deliverables do not include Moreplan's Background IP or the standard Services platform.

1.25. "Documentation" means the official user guides, specifications, knowledge base articles, help documentation, and other technical materials provided or made available by Moreplan relating to the operation and use of the Services, accessible via https://moreplan.ai (or other designated URL as Moreplan may provide).

1.26. "Dispute Notice" means a detailed written notice from one party to the other describing: (i) the nature of the dispute; (ii) the specific provisions of this Agreement allegedly breached or at issue; (iii) the amount or estimated value of any damages claimed; and (iv) a statement of the desired resolution, which notice shall be delivered in accordance with Section 15.1.

1.27. "Effective Date" means the earlier of (a) the date Customer first accepts this Agreement (e.g., by clicking "I Agree" or similar button or checkbox), (b) the effective date set forth on the initial Order Form, or (c) the date Customer first accesses or uses the Services.

1.28. "Excusable Downtime" means any unavailability of the Services caused by: (i) Force Majeure Events; (ii) Customer's or its Authorized Users' actions, misuse, or breach of this Agreement; (iii) Customer's internet connectivity, systems, or equipment failures; (iv) Third-Party Applications; (v) scheduled or emergency maintenance performed in accordance with this Agreement; (vi) suspension of Services pursuant to Section 9.6; or (vii) other circumstances beyond Moreplan's reasonable control.

1.29. "Fees" means the charges specified in the applicable Order Form(s) or otherwise agreed upon for the subscription to the Services, Professional Services, or other offerings. "Subscription Fees" are Fees specifically for the subscription to the Services.

1.30. "Feedback" means any suggestions, comments, ideas, improvements, enhancement requests, recommendations, bug reports, usability assessments, or other feedback provided by Customer, its Affiliates, or Authorized Users relating to the Services, Documentation, AI Features, Beta Services, or other Moreplan offerings.

1.31. "Force Majeure Event" means an unforeseen event beyond a party's reasonable control, as further defined in Section 15.6.

1.32. "Free Services" means the Subscription Service or other products or features made available by Moreplan to Customer on an unpaid trial or free basis, including any "free tier" of the Service.

1.33. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended.

1.34. "Initial Subscription Term" means the initial period of the subscription to the Services as specified in the applicable Order Form.

1.35. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.36. "Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code.

1.37. "Mobile Services" means any features, functionalities, or software applications of the Services that are designed for or accessible via mobile devices, including smartphones and tablets, whether through mobile-optimized web interfaces, native mobile applications, or other mobile delivery methods.

1.38. "Order Form" means an ordering document, quote, online order, or subscription activation form specifying the Services (or Professional Services) to be provided, including applicable Fees, Subscription Term, Billing Period, number of Authorized Users, service levels, usage limits, and other commercial terms, entered into between Customer and Moreplan. Order Forms are incorporated herein by reference and are subject to Section 15.7 (Entire Agreement and Order of Precedence).

1.39. "Personal Data" means any information relating to an identified or identifiable natural person, consumer, or household as defined under applicable U.S. Data Protection Laws, including the CCPA, CPRA, and other applicable US state and federal privacy laws.

1.40. "PHI" means Protected Health Information as defined under HIPAA.

1.41. "Platform" means the specific Moreplan proprietary software-as-a-service platform(s) and underlying technology identified in the Order Form, made available by Moreplan to Customer via the internet.

1.42. "Support Services" means the technical support services provided by Moreplan for the Services as described in an Order Form.

1.43. "Professional Services" means implementation, configuration, consulting, training, integration, custom development, or other professional services related to the Services purchased by Customer from Moreplan.

1.44. "Renewal Subscription Term" means each subsequent renewal period for the subscription following the Initial Subscription Term.

1.45. "Service" or "Services" means the subscription-based access to and use of the Moreplan software, Platform, and associated functionalities as specified in the applicable Order Form(s) and further described in the Documentation or any "Services Description" document. This includes any related Documentation, Support Services, APIs, software clients, and Updates. Services exclude Beta Services and Professional Services unless otherwise specified.

1.46. "Scheduled Maintenance" means planned maintenance, updates, or upgrades to the Services that are scheduled in advance and for which Moreplan provides Customer with at least forty-eight (48) hours' prior notice, and which are conducted during Moreplan's designated maintenance windows as communicated to Customer.

1.47. "Security Incident" means any confirmed unauthorized access to, acquisition of, use, disclosure, modification, or destruction of Customer Data, Personal Data, or Moreplan systems that compromises the security, confidentiality, or integrity of such data.

1.48. "Service Improvement Data Use" means Moreplan's use of Customer Data (with Customer's explicit opt-in consent) to train, improve, or enhance Moreplan's general AI/ML models, algorithms, or Services in ways that benefit Moreplan's broader customer base, beyond the direct provision of Services to the specific Customer whose data is being used.

1.49. "Service Modifications" means any changes, enhancements, updates, modifications, deprecations, or discontinuations to the Services, including changes to features, functionality, user interface, performance, capacity, or availability, whether implemented through Updates or otherwise.

1.50. "Moreplan IP" means the Services, Software, Platform, Documentation, Beta Services, AI Features (excluding Customer-owned outputs as specified herein), Moreplan's Confidential Information, Moreplan trademarks, logos, and service marks, the underlying software, hardware, technology, algorithms, processes, methodologies, know-how, designs, user interfaces, aggregate data, Usage Data, and any and all improvements, modifications, derivative works, and Intellectual Property Rights related to any of the foregoing, and explicitly includes Background IP.

1.51. "Software" means the underlying software code and applications that constitute the Platform and provide the Services.

1.52. "Subscription" means the right granted by Moreplan to Customer and its Authorized Users to access and use the Services during the Subscription Term.

1.53. "SOW" or "Statement of Work" means a detailed written document describing the specific Professional Services to be performed by Moreplan, including the scope, deliverables, timelines, acceptance criteria, fees, and other terms specific to a particular Professional Services engagement, which shall be subject to and governed by this Agreement.

1.54. "Subscription Term" or "Term" means the Initial Subscription Term together with all Renewal Subscription Terms, or the term of this Agreement as defined in Section 9.1.

1.55. "Taxes" means any and all applicable taxes, levies, duties, or similar governmental assessments, excluding only taxes based solely on Moreplan's net income.

1.56. "Third-Party Applications" means web-based, mobile, offline, or other software applications, functionalities, data sources, services, or platforms provided by third parties that may interoperate with the Services.

1.57. "Updates" means enhancements, improvements, bug fixes, patches, new features, or other modifications to the Services released by Moreplan.

1.58. "Usage Data" means anonymized or aggregated data collected by Moreplan regarding the access and use of the Services by Customer and its Authorized Users, including technical information and statistical or analytical information derived from the operation of the Services. Usage Data does not identify Customer, its Affiliates, Authorized Users, or any individual natural person.

1.59. "User" means an Authorized User as defined in this Section 1.

2. SCOPE OF SERVICE AND LICENSE GRANT

Summary: This section outlines the specific services Moreplan provides under the agreement, the license granted to the Customer to use these services, and crucial restrictions on that use. It details what Customers are permitted and prohibited from doing with the Service, and covers usage limits, service updates, and specific terms for Free Services and Beta Services.

2.1. Usage Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Authorized Users in furtherance of its internal business purposes as expressly permitted by this Agreement; (b) modify, copy, or create derivative works based on the Services or Moreplan IP, except as expressly permitted herein or for Deliverables as per Section 5.4; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any Software, Documentation, or data related to the Services, except and only to the minimum extent such restriction is prohibited by Applicable Law solely for the purpose of achieving interoperability with independently developed software, and only where Customer has provided Moreplan with prior written notice of its intent to do so. Any information obtained through such permitted activities: (i) may be used solely for the interoperability purpose that necessitated it; (ii) may not be disclosed to any third party without Moreplan's prior written consent; and (iii) may not be used to develop, enhance, or support any product or service that competes with the Services or Moreplan IP; (d) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (e) use the Services to store or transmit Malicious Code; (f) interfere with or disrupt the integrity or performance of the Services or data contained therein; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Moreplan or its licensors on the Services or Documentation; (i) use the Services in violation of Applicable Law; (j) use the Services for any high-risk activities or where failure could lead to death, personal injury, or severe environmental damage; or (k) use the Services, Documentation, or any AI Output to develop, train, fine-tune, improve, or otherwise contribute to any artificial intelligence model, machine learning system, or software application that is substantially similar in functionality to the Services or any other product or service offered by Moreplan, whether directly or by providing such materials to a third party for such purposes.

2.2. Usage Limits & Monitoring. The Services may be subject to usage limits specified in the Order Form or Documentation (e.g., number of Authorized Users, data storage, API calls). Moreplan may monitor Customer's use of the Services to verify compliance with these limits and this Agreement. If Customer exceeds a contractual usage limit, Moreplan may work with Customer to reduce usage or Customer agrees to execute an Order Form for additional quantities and/or pay any applicable Overage Fees as set forth in Section 4.2(c). Customer is not permitted to downgrade its paid Subscription Service tier or reduce quantities during a then-current Subscription Term; downgrades may only take effect upon renewal. Notwithstanding the foregoing, Moreplan has no obligation to monitor, review, screen, or filter any Customer Data, content, or activities of Customer or its Authorized Users, and shall not be liable for any failure to do so. The exercise of Moreplan's monitoring rights shall not create or imply any duty of care, editorial responsibility, or supervisory obligation with respect to Customer's or any Authorized User's use of the Services.

2.3. Updates and New Features. Moreplan may provide Updates to the Services. Major new features, modules, or functionalities not included in Customer's current subscription tier may be offered as separate add-ons subject to additional Fees and agreement to supplemental terms, if any.

2.4. Free Services and Trials.

(a) If Customer registers for or uses Free Services (including any free trial period for paid Services), Moreplan will make the applicable Services available to Customer free of charge until the earlier of (i) the end of the free trial period (if applicable), (ii) the start date of any purchased Subscription Services ordered by Customer for such Services, or (iii) termination by Moreplan in its sole discretion.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, OR INDEMNIFICATION OBLIGATIONS OF ANY KIND. ANY DATA CUSTOMER ENTERS INTO FREE SERVICES MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE SERVICE PERIOD OR UPON TERMINATION OF THE FREE SERVICES BY MOREPLAN WITHOUT NOTICE, AND MOREPLAN WILL HAVE NO OBLIGATION TO RETAIN, EXPORT, OR RETURN SUCH CUSTOMER DATA.

(c) Moreplan may suspend, limit, or terminate Free Services for any reason at any time without notice and without liability to Customer. Additional terms and conditions may appear on the registration page for a free trial or Free Service; any such additional terms are incorporated into this Agreement by reference and are legally binding.

2.5. Beta Services. Use of Beta Services is governed by the Beta/Early Access Terms located at https://moreplan.ai/beta-agreement.

3. CUSTOMER RESPONSIBILITIES

Summary: This section details the obligations of the Customer. These include managing Authorized Users, ensuring the legality and accuracy of Customer Data, complying with all applicable laws (including data protection laws, HIPAA if applicable, and export compliance), maintaining account security, and promptly notifying Moreplan of any unauthorized use of the account or Services.

3.1. Authorized Users. Customer is responsible for managing its Authorized Users, ensuring their compliance with this Agreement, and for all activities that occur under its accounts and by its Authorized Users, whether authorized or not. Customer acknowledges that it is solely and exclusively responsible for all use of the Services under its account, including all activities of its Authorized Users. Moreplan's provision of the Services does not create any supervisory, monitoring, or oversight obligation on the part of Moreplan with respect to Customer's or any Authorized User's use of the Services. Customer acknowledges that Moreplan is a passive technology platform and exercises no editorial control over Customer Data or any content submitted through the Services. Customer shall: (a) ensure the total number of Authorized Users does not exceed the purchased subscription limit; (b) assign unique login credentials (e.g., username and strong password) to each Authorized User and prohibit sharing of such credentials; (c) maintain the confidentiality and security of all user credentials and account information, including by enforcing strong password policies and encouraging the use of multi-factor authentication if available; (d) use commercially reasonable efforts to prevent unauthorized access or use, and notify Moreplan promptly of any such incident; (e) ensure that each Authorized User has agreed to binding written terms that are no less protective of Moreplan than the terms of this Agreement, including with respect to intellectual property, confidentiality, and acceptable use, prior to granting such Authorized User access to the Services; and (f) immediately revoke the access of any Authorized User who violates this Agreement or Applicable Law, and promptly notify Moreplan of any such violation.

3.2. Customer Data. Customer is solely responsible for: (a) the accuracy, quality, content, legality, and integrity of all Customer Data and the means by which Customer acquired it; (b) ensuring it has obtained all necessary rights, consents, licenses, and permissions under Applicable Law (including Data Protection Laws) to collect, store, process, transmit, and use Customer Data with the Services, including providing necessary privacy notices and obtaining consents from data subjects (i.e., the individuals to whom Personal Data relates); (c) Guest Reservation Data: To the extent Customer imports guest reservation data from third-party reservation platforms (including, without limitation, SevenRooms, OpenTable, Resy, Tock, Yelp Guest Manager, or similar services) into the Services, Customer represents, warrants, and covenants that: (i) Customer has provided or caused to be provided to its guests appropriate notice, consistent with its own guest-facing privacy policy and applicable Data Protection Laws, that their reservation data (including names, party size, dietary notes, celebratory context, and other reservation metadata) may be processed by Moreplan as a service provider; (ii) Customer has obtained any consents required by Applicable Law for such processing, including for the processing of any sensitive personal information (such as dietary restrictions that may reveal health or religious information) by AI Features; and (iii) Customer shall indemnify, defend, and hold harmless the Moreplan Indemnified Parties from and against any third-party claims arising from Customer's failure to satisfy its notice and consent obligations with respect to guest reservation data; and (d) Workforce Data: To the extent Customer inputs, uploads, or generates employee data through the Services (including, without limitation, payroll identifiers, performance tier ratings, shift history, rotation logs, and cut history), Customer represents, warrants, and covenants that it has provided its affected workforce with all notices required by Applicable Law, including applicable state electronic-monitoring statutes, prior to processing such employee data through the Services.

3.3. Compliance with Laws. Customer shall use the Services in compliance with all Applicable Law, including but not limited to Data Protection Laws, marketing, advertising, and telecommunications laws.

3.4. Security. Customer is responsible for securing its own systems and devices used to access the Services and for implementing appropriate security settings and access controls available within the Services, including managing user permissions.

3.5. Notification of Unauthorized Use. Customer shall promptly notify Moreplan of any unauthorized use of its account, user credentials, or the Services that comes to its attention.

3.6. Customer Content and Communications. Customer is solely responsible for all content, data, communications, and materials submitted to or transmitted through the Services by Customer or its Authorized Users ("Customer Content"). Moreplan does not endorse, review, screen, verify, or assume any liability for any Customer Content. Customer represents, warrants, and covenants that all Customer Content: (a) complies with all Applicable Law; (b) does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, publicity rights, or other proprietary rights; (c) does not contain defamatory, harassing, obscene, fraudulent, or otherwise unlawful material; and (d) does not violate any third party's rights or any applicable regulatory requirement, including without limitation TCPA, CAN-SPAM, GDPR, and CCPA. Customer shall indemnify, defend, and hold harmless Moreplan Indemnified Parties from and against any claims, liabilities, damages, fines, penalties, or costs arising out of or related to any Customer Content in accordance with Section 12.4.

4. PAYMENT TERMS, FEES, AND TAXES

Customer's financial obligations, including Subscription Fees, payment schedules, invoicing, consequences of non-payment (such as service suspension, late fees, or interest charges), policy on fee increases, and responsibility for taxes, are governed exclusively by the terms set forth in this Agreement, including the key terms below:

4.1. Late Payments and Suspension. Overdue Fees are subject to late charges and may result in service suspension or termination as detailed in Section 9.6.

4.2. Key Financial Terms. The following key financial terms apply: (a) Late Interest: Overdue Fees shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by Applicable Law, whichever is lower), from the date payment was due until the date of actual payment in full; (b) Fee Increases: Moreplan will provide Customer with at least thirty (30) days' prior written notice of any increase in Subscription Fees applicable to Customer's then-current subscription, with such increase taking effect no earlier than the commencement of the next Renewal Subscription Term following such notice; (c) Overage Fees: Fees for usage exceeding the limits specified in the applicable Order Form ("Overage Fees") shall be calculated at the rates set forth in the Order Form and billed in arrears at the end of the applicable Billing Period; and (d) Taxes: All Fees are stated exclusive of, and Customer is solely responsible for, all Taxes as defined in Section 1, except for taxes based solely on Moreplan's net income.

5. PROFESSIONAL SERVICES

Summary: This section applies if the Customer purchases additional Professional Services from Moreplan, such as implementation, training, or custom development. It outlines the scope of these services, Moreplan's performance standards, Customer cooperation requirements, and the ownership and licensing of any resulting deliverables, distinguishing between Moreplan's background IP and custom work. It also specifies that Professional Services are generally performed remotely unless otherwise agreed and that unused hours or deliverables may expire.

5.1. Scope. If Customer purchases Professional Services, such services, any Deliverables, and applicable fees will be detailed in an applicable Order Form or SOW, which will be governed by this TOS and any specific terms in such Order Form/SOW.

5.2. Performance. Moreplan will perform Professional Services in a professional and workmanlike manner consistent with industry standards.

5.3. Customer Cooperation. Customer will provide reasonable cooperation, timely access to necessary information, personnel, and resources for Moreplan to perform Professional Services. Delays caused by Customer may result in changes to project timelines and fees.

5.4. Ownership and License of Deliverables.

(a) Moreplan IP and Background IP. Moreplan retains all right, title, and interest in and to all Moreplan IP and Background IP. Nothing herein grants Customer any rights to Moreplan IP or Background IP except the limited licenses expressly set forth.

(b) Deliverables. Unless explicitly agreed otherwise in a signed SOW, Moreplan shall own all right, title, and interest, including all Intellectual Property Rights, in and to any Deliverables. Upon Customer's full payment for the applicable Professional Services, Moreplan grants Customer a non-exclusive, non-transferable (except as permitted in Section 15.4), non-sublicensable, worldwide, royalty-free license to use such Deliverables internally in connection with its authorized use of the Services during the applicable Subscription Term, subject to the terms of this Agreement. Where Deliverables incorporate Background IP or third-party components (including open-source software), Moreplan shall identify such components in the applicable Order Form or SOW. Customer's license to such Deliverables does not extend to any Background IP or third-party components incorporated therein beyond the rights strictly necessary to use the Deliverable as intended, and Customer's use of any third-party components shall be subject to the applicable third-party license terms. For the avoidance of doubt, Customer acquires no ownership interest in any Background IP or third-party components by virtue of their incorporation into Deliverables.

(c) Customer Materials. Customer grants Moreplan a limited, non-exclusive license to use any materials provided by Customer to Moreplan ("Customer Materials") solely for the purpose of performing the Professional Services for Customer. Customer retains ownership of its Customer Materials.

5.5. Delivery and Expiration. All Professional Services are performed remotely, unless otherwise agreed in an Order Form or SOW. If Professional Services include a specific number of hours, those hours will expire as indicated in the applicable Order Form or SOW, or if not indicated, one hundred and eighty (180) days from purchase. If deliverables are included, it is estimated they will be completed within the delivery period specified; if not specified, within one hundred and eighty (180) days from purchase. If Professional Services are not completed within the delivery period due to Customer's failure to provide necessary resources or perform its obligations, such Professional Services will be deemed complete. Fees for Professional Services are non-cancelable and non-refundable.

6. INTELLECTUAL PROPERTY RIGHTS

Summary: This section clarifies ownership of intellectual property. Moreplan owns its platform, software, and related IP. The Customer owns their Customer Data. Customer grants Moreplan a limited license to use Customer Data solely to provide and improve the Service. Moreplan may use anonymized/aggregated Usage Data. Customer feedback becomes Moreplan's property. Ownership of AI-generated output is also addressed, with Customer generally owning output derived from their specific data, subject to Moreplan's underlying AI technology rights.

6.1. Moreplan IP. Moreplan (and its licensors) exclusively owns all right, title, and interest, including all Intellectual Property Rights, in and to the Moreplan IP (as defined in Section 1). No rights are granted to Customer hereunder other than as expressly set forth.

6.2. Customer Data Ownership and License. As between Moreplan and Customer, Customer exclusively owns all right, title, and interest, including all Intellectual Property Rights, in and to all Customer Data. Customer grants Moreplan, its Affiliates, and sub-service providers a limited, non-exclusive, worldwide, royalty-free license during the Subscription Term to access, use, process, copy, transmit, display, and modify Customer Data solely to the extent necessary to provide, maintain, secure, support, and (only as explicitly permitted under Section 8.6 regarding AI Features) improve the Services in accordance with this Agreement, and as required by Applicable Law. This license includes the right to reproduce, modify, and display Customer Data within the Service as directed or configured by Customer through its use of the Service. This license does not grant Moreplan the right to use identifiable Customer Data for general AI model training for other customers except as explicitly permitted under Section 8.6.

6.3. Usage Data. Moreplan may collect and analyze Usage Data to operate, analyze, improve, develop, and support its Services and offerings. Usage Data is Moreplan IP and will be anonymized or aggregated so it does not identify Customer or any individual.

6.4. Feedback. Customer grants Moreplan a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable license to use, incorporate, and exploit any Feedback for any purpose, including incorporation into the Services or Moreplan IP, without obligation or compensation to Customer or any Authorized User. Feedback is not Customer Confidential Information. Customer represents and warrants that: (a) it has full authority to grant the foregoing license on behalf of itself and all Authorized Users who submitted or contributed to any Feedback; (b) it has ensured, and shall continue to ensure, that all Authorized Users are bound by written terms that enable Customer to make this grant to Moreplan; and (c) the Feedback does not infringe any third-party Intellectual Property Rights. To the extent any Authorized User retains any rights in Feedback that cannot be fully assigned or licensed by Customer, Customer shall procure from such Authorized User a direct written license to Moreplan on the terms set forth in this Section 6.4.

6.5. AI-Generated Output. (a) Customer Data remains Customer's property as set forth in Section 6.2. (b) To the extent AI Features generate new output expressly and specifically produced in direct response to Customer's particular input and intended solely for that Customer's direct use ("AI Output"), Customer shall own such AI Output, subject always to the following: (i) Customer's ownership of AI Output is expressly limited to the specific output produced and does not extend to, and Customer shall have no claim in or to, Moreplan's underlying AI models, algorithms, training data, training methodologies, neural network weights, or any other component of the Moreplan IP or AI Features used to generate such output; (ii) to the extent any AI Output incorporates, is derived from, or embeds any element of Moreplan IP (including without limitation any pre-trained model outputs, templates, or generated structures), Moreplan retains all rights in such elements and Customer's rights are limited to using the specific AI Output as permitted under this Agreement; (iii) Moreplan retains the right to use anonymized and aggregated patterns, structures, or insights derived from the generation of AI Output (that do not identify Customer, any Authorized User, or any individual) as part of Moreplan IP and for service improvement purposes consistent with Section 8.6; and (iv) Customer's ownership of AI Output does not prevent Moreplan from generating similar or identical output for other customers. (c) Moreplan retains all rights to its AI models, algorithms, and all Moreplan IP. Use of AI Output is subject to the disclaimers in Section 8.7(c).

6.6. Reservation of Rights. Each party reserves all rights not expressly granted herein. No license is granted by implication or estoppel.

7. CONFIDENTIALITY

Summary: This section defines "Confidential Information" (which includes Customer Data as Customer's CI) and outlines each party's obligations to protect the other's confidential information. It specifies the standard of care, restrictions on use and disclosure, exceptions for legally compelled disclosure, and procedures for returning or destroying confidential information upon termination. Confidentiality obligations generally last for five years, with longer periods for trade secrets and Personal Data.

7.1. Definition of Confidential Information. (As defined in Section 1). Customer Data is explicitly Customer's Confidential Information.

7.2. Obligation of Confidentiality. The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information with at least a reasonable degree of care (no less than it uses for its own similar information, and in any event, no less than reasonable care, consistent with industry standards for information of like sensitivity); (b) not use Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to its and its Affiliates' personnel and contractors who have a "need to know" for purposes of this Agreement and who are bound by written confidentiality obligations no less protective than those herein. The Receiving Party is responsible for any breaches of this Section by such personnel/contractors.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by Applicable Law or valid court order, provided it gives prior notice (if legally permissible and practicable) to the Disclosing Party to allow the Disclosing Party an opportunity to contest the disclosure, and discloses only the minimum information required.

7.4. Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party will, at the Disclosing Party's election, promptly return to the Disclosing Party or securely destroy all Confidential Information of the Disclosing Party in its possession or control, and certify such destruction in writing. This is subject to standard exceptions for legal retention requirements and automated archival backup systems (from which such Confidential Information will be eventually deleted in accordance with standard retention policies), provided that any retained Confidential Information remains subject to these confidentiality obligations for as long as it is retained. Specific procedures for Customer Data deletion post-termination are further detailed in Section 9.5.

7.5. Duration of Confidentiality. Obligations regarding Confidential Information shall survive termination or expiration of this Agreement and continue for five (5) years from the date of disclosure. Notwithstanding the foregoing, the parties expressly agree that the following categories of Moreplan's Confidential Information constitute trade secrets under Applicable Law and shall be protected by the Receiving Party for as long as such information remains a trade secret, with no time limitation: Moreplan's source code, object code, Software, algorithms, AI models, neural network weights, training data and methodologies, proprietary processes, system architectures, security protocols, pricing models, and product roadmaps. The five-year limitation shall not apply to any information that a court of competent jurisdiction determines qualifies as a trade secret under Applicable Law, for which the obligations shall continue for as long as such information remains a trade secret. Obligations regarding Personal Data are governed by Section 8, solely to the extent required by applicable US Data Protection Laws.

7.6. Injunctive Relief. Unauthorized use or disclosure of Confidential Information, and any breach or threatened breach of the license restrictions set forth in Section 2.1 (including without limitation any unauthorized use of the Services to develop competing AI models or applications), may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party (or Moreplan, with respect to license restriction breaches) may seek injunctive or other equitable relief, including specific performance and without the requirement of posting a bond or other security, in addition to any other remedies available at law or in equity, without first engaging in the informal dispute resolution process set forth in Section 14.1.

8. DATA PRIVACY, SECURITY, AND AI FEATURES

Summary: This section addresses data privacy and security, incorporating Moreplan's Privacy Policy by reference. It clarifies Moreplan's role as a service provider for Customer Data under applicable US Data Protection Laws, outlines security measures, and details specific terms for AI Features, including data usage for model training (requiring anonymization/aggregation or explicit opt-in for identifiable data), transparency, customer control, and disclaimers regarding AI output accuracy. It also notes that Moreplan honors Global Privacy Control signals as detailed in its Privacy Policy, and clarifies data sharing with AI Service Providers.

8.1. Privacy Policy. Moreplan's collection and use of Personal Data for which it acts as a "Business" under applicable U.S. state privacy laws (e.g., Customer account administrator information) is described in the Privacy Policy (located at https://moreplan.ai/privacy-policy), which is incorporated herein by reference. As stated in the Privacy Policy, Moreplan honors Global Privacy Control (GPC) signals from browsers and extensions that support this feature, where required by Applicable Law. Moreplan's practices regarding children's data, including compliance with COPPA, Florida SB 262, and the Texas Data Privacy and Security Act (TDPSA), Tex. Bus. & Com. Code Ch. 541, are further detailed in the Privacy Policy.

8.2. Data Security. Moreplan will implement and maintain appropriate technical and organizational security measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures are designed to be consistent with industry standards and include encryption, access controls, security assessments, and incident response procedures.

8.3. HIPAA and PHI. If Customer is a Covered Entity or Business Associate under HIPAA and uses the Services to process PHI, Customer must execute a separate written business associate agreement with Moreplan prior to using the Services for such purposes. Moreplan's HIPAA obligations with respect to any such engagement are exclusively governed by such separately executed agreement.

8.4. Security Incident Notification. In the event of a Security Incident, Moreplan will notify Customer without undue delay. For Security Incidents involving Personal Data subject to applicable US state breach notification laws, Moreplan will provide initial written notification to Customer no later than seventy-two (72) hours after becoming aware of the Security Incident, to enable Customer to meet its own regulatory notification obligations. For Texas residents, notification to affected individuals will be made in accordance with Tex. Bus. & Com. Code 521.053 no later than sixty (60) days after the date on which Moreplan determines that the breach occurred (except as necessary to determine the scope of the breach and restore reasonable integrity of the data system, or as delayed at the request of a law enforcement agency); provided, however, that Moreplan's contractual obligation to notify Customer shall remain the seventy-two (72) hour period set forth above. Where a breach affects 250 or more Texas residents, Moreplan will also notify the Texas Attorney General no later than the time individual notifications are sent, using the electronic reporting portal maintained by the Attorney General's office. For all other Security Incidents, Moreplan will provide written notification to Customer no later than five (5) business days after becoming aware, or within such shorter period as may be required by Applicable Law. Such notification shall include, to the extent then known: (a) the nature of the Security Incident; (b) the categories and approximate number of individuals and Personal Data records affected; (c) the likely consequences of the Security Incident; and (d) the measures taken or proposed to address the Security Incident and mitigate its effects. Moreplan may provide an initial notification followed by supplemental notifications as additional information becomes available, provided that the initial notification is made within the timeframes specified above.

8.5. Data Retention and Deletion. Moreplan's policies regarding the retention and deletion of Customer Data are outlined in Section 9.5 of this TOS.

8.6. AI Features – Data Usage and Transparency.

(a) Data Usage for AI Model Training and Service Improvement: Moreplan shall NOT use identifiable Customer Data to train its general AI/ML models that benefit other customers or for broad service improvements UNLESS:

(i) The Customer Data is first fully anonymized and aggregated such that it no longer identifies Customer, its Affiliates, Authorized Users, or any individual natural person, and thereby becomes Usage Data as defined herein, and such use is consistent with the definition of Usage Data; OR

(ii) Customer has provided explicit, informed, and specific opt-in consent for such Service Improvement Data Use with potentially identifiable Customer Data, where such an option is clearly presented by Moreplan for a specific AI Feature or service improvement initiative. Absent such explicit opt-in consent, identifiable Customer Data will not be used for general AI model training that benefits other customers or for broad service improvements beyond the direct provision and enhancement of the Service for that specific Customer. Moreplan will maintain auditable records of such consent.

(b) AI Service Providers: Moreplan may use third-party service providers - including, at minimum, large language model (LLM) provider(s), embedding provider(s), image-OCR provider(s) (if used for floorplan parsing), vector store provider(s), and hosting infrastructure provider(s) - to provide elements of the AI Features. Moreplan will notify Customer of any material change to the categories of AI Service Providers.

(c) Transparency and Control: Moreplan will provide clear information, within the Service or Documentation, about how specific AI Features use Customer Data. Where AI Features offer choices regarding data use for model training or service improvement beyond core service delivery (as described in 8.6(a)(ii)), Customer will have access to controls or opt-out mechanisms as appropriate, which will be honored by Moreplan.

8.7. AI Features – Disclaimers and Responsibilities.

(a) Informational Purposes: AI Features and any AI Output are provided for informational and assistive purposes only. They are not intended to replace human judgment or professional advice.

(b) Customer Responsibility: Customer is solely responsible for reviewing, validating, and verifying the accuracy, appropriateness, and suitability of any AI Output before relying on or making decisions based upon it. Customer expressly acknowledges and accepts all risks associated with its use of and reliance upon AI Features and AI Output, including the risk that AI Output may contain errors, inaccuracies, hallucinations, or biases. Use of AI Features and reliance upon AI Output is entirely at Customer's sole risk. Customer is responsible for ensuring that no consequential decision - whether commercial, legal, medical, financial, employment-related, or otherwise - is made solely on the basis of AI Output without appropriate human review and independent verification. The Services, including without limitation any compliance logging, rotation fairness tracking, shift-cut history, and section assignment features, do not constitute and shall not be relied upon as legal, regulatory, labor, employment, health, safety, or compliance advice. Customer is responsible for complying with all Applicable Laws related to its use of AI Features and AI Output, including ensuring that its use does not infringe third-party rights or violate privacy laws. Moreplan shall have no liability whatsoever for any harm, loss, damage, fine, penalty, or liability of any kind arising from Customer's reliance on AI Output or its failure to independently verify AI Output prior to use.

(c) Disclaimer of Liability for AI Outputs: Except as otherwise mandated by Applicable Law or expressly agreed in writing, and without limiting the general disclaimers in Section 10, Moreplan disclaims all liability for any decisions made, actions taken, or results obtained by Customer in reliance on AI Features or AI Outputs without appropriate human oversight and independent verification by Customer. Moreplan is not liable for any harm or damages arising from the use of AI Outputs if Customer fails to exercise reasonable judgment and diligence in their use.

(d) Automated Decision-Making and Workforce Compliance. (i) Human Review Required: Customer acknowledges that the AI Features generate section assignments, rotation schedules, and related outputs that may affect tip income allocation and other workforce outcomes. Customer represents, warrants, and covenants that: (A) a qualified human manager or supervisor shall review and approve all section assignments, shift cuts, and rotation schedules generated by the AI Features before such outputs are implemented or communicated to employees; (B) no consequential employment decision — including section assignment, shift allocation, or tip-income-affecting scheduling — shall be implemented solely on the basis of AI Output without independent human review and approval; and (C) Customer is the sole controller of all human resources decisions and retains full managerial responsibility for all workforce outcomes, regardless of AI Feature outputs. (ii) Tier Ratings: Customer warrants that all performance tier ratings (including Tier 1, Tier 2, Tier 3, or similar designations) inputted into the Services are not based on, do not reflect, and are not correlated with any protected characteristic under applicable federal or state law, including but not limited to race, sex, national origin, religion, disability, age, or marital status. Moreplan expressly disclaims all responsibility for the accuracy, lawfulness, or non-discriminatory character of upstream rating inputs provided by Customer. (iii) Workforce Monitoring Notice: To the extent the Services process employee scheduling, performance, shift-cut, or rotation data, Customer shall provide advance written notice to its affected workforce of such monitoring and data processing, and shall comply with all applicable state electronic-monitoring and employee-notice statutes, including without limitation those of New York, Connecticut, and Delaware. (iv) Predictability-Pay Compliance: Customer is solely responsible for compliance with all applicable predictability-pay, advance-schedule-notice, and shift-change-penalty laws and ordinances applicable to its operations, including without limitation Oregon's Fair Work Week Act, NYC Fair Workweek Law, Seattle's Secure Scheduling Ordinance, and similar laws in Philadelphia, San Francisco, Chicago, and Emeryville. Customer shall not use the Services as a basis to claim it was unaware of such obligations. (v) Moreplan shall provide aggregate fairness reporting (e.g., Morescore or equivalent) sufficient to enable Customer to assess whether AI Feature outputs produce systematic disparities across employee groups. Customer agrees to review such reporting periodically and to notify Moreplan if it identifies any systematic concern.

9. TERM, TERMINATION, AND RENEWAL

Summary: This section defines the duration of the agreement (Term) and subscription periods. It details conditions for auto-renewal and how either party can terminate the agreement, either for cause (e.g., material breach) or for convenience (with specific rules for refunds and fee acceleration). Crucially, it outlines the procedures for Customer Data retrieval (a 30-day window post-termination for export) and Moreplan's subsequent data deletion timelines from active systems and backups. It also specifies which obligations survive termination and covers Moreplan's rights to suspend service.

9.1. Term of Agreement. Commences on Effective Date and continues until all Subscription Terms under all Order Forms have expired or have been terminated in accordance with this Agreement ("Term").

9.2. Subscription Term and Auto-Renewal. Initial Subscription Term as per Order Form. Unless otherwise specified in an Order Form or terminated earlier pursuant to this Agreement, Subscriptions will automatically renew for successive periods equal in duration to the Initial Subscription Term (or one year if longer, or as otherwise specified in the Order Form), unless either party gives the other written notice of non-renewal at least thirty (30) days (or such other period as specified in the Order Form or required by Applicable Law for Customer notice to Moreplan regarding non-renewal) before the end of the current term. Auto-renewal notifications and cancellation procedures must comply with Applicable Law, including requirements for clear and conspicuous disclosure of renewal terms and easy-to-use cancellation mechanisms. Moreplan will provide an email acknowledgement of any cancellation.

9.3. Termination for Cause. Either party may terminate this Agreement or an applicable Order Form for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period (this thirty (30) day cure period shall govern and supersedes any shorter cure period set forth in any other Moreplan document); or (b) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Moreplan may also terminate this Agreement or any Order Form for cause immediately upon written notice if Customer: (i) flagrantly or repeatedly violates the usage restrictions in Section 2.1; (ii) engages in fraudulent, deceptive, or illegal conduct in connection with its use of the Services; (iii) makes materially false representations to Moreplan in connection with this Agreement or any Order Form; (iv) knowingly makes and publicly disseminates statements of material fact about Moreplan, its Services, or its personnel that are demonstrably false and that cause or are reasonably likely to cause material harm to Moreplan's business or reputation, provided that Moreplan shall first provide Customer with written notice and thirty (30) days to retract or correct such statements - and may not exercise this termination right unless the false statement remains uncorrected at the end of such cure period; or (v) takes actions that directly and materially disrupt Moreplan's provision of Services to other customers. If Customer terminates for Moreplan's uncured material breach, Customer shall be entitled to a pro-rata refund of any prepaid, unused Fees for the Services covering the remainder of the terminated Subscription Term.

9.4. Termination for Convenience.

(a) By Customer: Customer may not cancel its subscription prior to the end of its then-current Subscription Term except as follows: (i) Early Termination Option: Notwithstanding the foregoing, during the Initial Subscription Term only, Customer may terminate this Agreement or an applicable Order Form for convenience by providing at least sixty (60) days prior written notice to Moreplan, subject to payment of an early termination fee equal to the lesser of (A) the remaining Fees that would have been due for the remainder of the Initial Subscription Term or (B) two (2) months of the applicable Subscription Fees (the "Early Termination Fee"). Upon payment of the Early Termination Fee and all amounts then due, Customer's obligations for the remainder of the Subscription Term shall be deemed satisfied. This early termination option is not available during any Renewal Subscription Term unless expressly agreed in the applicable Order Form; (ii) Standard Convenience Termination: For terminations for convenience that do not qualify for or elect the Early Termination Option above, Customer must provide at least thirty (30) days prior written notice to Moreplan, such termination will be effective at the end of the then-current Subscription Term, and Customer will not be entitled to any refund of prepaid Fees. Any outstanding Fees for the remainder of the then-current Subscription Term shall become immediately due and payable, unless otherwise required by Applicable Law (including California's Automatic Renewal Law (Cal. Bus. & Prof. Code 17600 et seq.) and New York's equivalent statute, which impose specific easy-cancel and refund obligations for auto-renewing subscriptions that this Agreement shall comply with as required). Moreplan will provide a conspicuous, easy-to-use cancellation mechanism in compliance with all applicable Automatic Renewal Laws, and will acknowledge cancellation in writing promptly upon receipt.

(b) By Moreplan: Moreplan may terminate this Agreement or any Order Form for convenience by providing Customer at least ninety (90) days prior written notice and will provide a pro-rata refund of any prepaid, unused Fees for the Services covering the period after the effective date of termination. This right does not apply to Free Services, which may be terminated as per Section 2.6.

9.5. Effect of Termination; Customer Data Retrieval and Deletion.

(a) Cessation of Rights: Upon the effective date of expiration or termination of this Agreement for any reason: (i) all rights and licenses granted by Moreplan to Customer hereunder (including access to the Services for purposes other than data retrieval as specified below) shall immediately cease; (ii) Customer shall immediately cease all use of the Services (except for data retrieval as permitted below) and Moreplan Confidential Information.

(b) Return/Destruction of Confidential Information: Each party shall, upon the request of the other party, return or destroy (and certify destruction of) the other party's Confidential Information in accordance with Section 7.4.

(c) Customer Data Retrieval: Provided Customer has paid all amounts due and is not in material breach of this Agreement, for a period of thirty (30) days following the effective date of termination or expiration ("Data Retrieval Period"), Moreplan will grant Customer limited access to the Service solely for the purpose of Customer exporting its Customer Data. Moreplan will make Customer Data available for export in a common, industry-standard format (e.g., CSV, JSON, or via API, subject to any applicable data export fees if extraordinary measures are required) as supported by the Service's standard export tools. Customer is solely responsible for and must complete the export of its Customer Data during the Data Retrieval Period. Moreplan is not obligated to provide data in any other format or through other means not generally available through the Service. Access to other functionalities of the Service will be disabled. For Free Services, Moreplan has no obligation to provide access to or allow retrieval of Customer Data post-termination or expiration, and such data may be permanently deleted without notice.

Notwithstanding the foregoing, for Customer Data that constitutes Workforce Data (including rotation logs, section assignment history, shift-cut history, and performance tier rating history), Moreplan shall retain such data for the greater of: (i) the standard 180-day backup destruction maximum described above; or (ii) three (3) years from the date such data was generated, solely to the extent required by the Fair Labor Standards Act (FLSA) or applicable state wage-record retention laws, unless Customer requests earlier deletion in writing and represents that it has exported and retained compliant copies of all required records. Moreplan will provide Customer with a calendar-based reminder no later than sixty (60) days prior to the scheduled deletion of any Workforce Data to allow Customer to export necessary records.

(d) Customer Data Deletion: Following the Data Retrieval Period (or immediately upon termination/expiration for Free Services), Moreplan will delete Customer Data from its active production systems. Customer Data residing in backup archives will be overwritten or securely destroyed in accordance with Moreplan's standard backup rotation and data destruction policies, for a maximum total retention, including backups, of no later than one hundred and eighty (180) days after the end of the Data Retrieval Period (or three (3) years for Workforce Data subject to the extended retention floor described above), unless a shorter period is mandated by applicable Data Protection Law for specific Personal Data. Notwithstanding the foregoing deletion obligations, Moreplan may retain certain categories of data for longer periods solely to the extent required by Applicable Law or legitimate legal, tax, or accounting obligations (e.g., account information and payment records may be retained for up to seven (7) years following account closure as required by applicable tax and accounting laws), provided that any such retained data: (i) is maintained under the confidentiality obligations of Section 7; (ii) is not used for any operational purpose; and (iii) is deleted as soon as the applicable legal retention obligation expires. Moreplan's specific data retention schedule is further detailed in the Privacy Policy. Moreplan will not be liable for any Customer Data deletion in accordance with these procedures. Customer may request earlier deletion of specific data categories, which Moreplan will undertake if commercially feasible and not conflicting with legal obligations.

(e) Payment Obligations: Termination shall not relieve Customer of the obligation to pay any Fees accrued or payable to Moreplan prior to the effective date of termination. If termination is by Moreplan for Customer's uncured material breach, all future Fees that would have been payable for the remainder of all then-current Subscription Term(s) will become immediately due and payable.

9.6. Suspension Rights.

(a) For Prohibited Acts or Non-Payment: In addition to its rights under Section 4.1 (Late Payments and Suspension), Moreplan may suspend any User's access to any or all Services without prior notice for: (i) use of the Service in a way that violates Applicable Law or the terms of this Agreement; (ii) use of email services resulting in excessive bounces, SPAM complaints, or removal requests; or (iii) repeated instances of IP infringement. For non-payment, Moreplan will provide notice as per Section 4.1 before suspension.

(b) For Present Harm: If Customer's or its Users' use of the Service: (i) is being subjected to or is the source of denial of service attacks or other disruptive activity; (ii) is creating a security vulnerability for the Service or others; (iii) is consuming excessive bandwidth or storage that imminently threatens Service stability; or (iv) is causing or is likely to cause harm to Moreplan or others, then Moreplan may, with electronic or telephonic notice to Customer (which may be contemporaneous with or immediately following the suspension if urgency dictates), suspend all or any access to the Service.

(c) General Suspension Terms: Moreplan will use commercially reasonable efforts to limit any suspension to the affected portion of the Services and to resolve the issues causing the suspension promptly. Moreplan shall not be liable to Customer or any third party for any suspension exercised in accordance with this Section 9.6. Suspension does not relieve Customer of its obligation to pay Fees. Moreplan may charge a re-activation fee to reinstate Services suspended for non-payment or prohibited acts.

9.7. Survival. Sections that by their nature are intended to survive termination or expiration shall survive, including, without limitation: 1 (Definitions), 6.2 (Customer Data ownership), 4 (Payment Terms - for amounts accrued), 5.4 (Professional Services - ownership/license of Deliverables), 6 (Intellectual Property Rights - for ownership and ongoing licenses), 7 (Confidentiality), 8 (Data Privacy - for ongoing obligations), 9.5 (Effect of Termination), 9.6 (Suspension Rights), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Jurisdiction), 14 (Dispute Resolution), and 15 (Miscellaneous Provisions).

10. DISCLAIMER OF WARRANTIES

Summary: This section limits Moreplan's legal promises about the Service. It states the Service is provided "as is" and "as available." Moreplan disclaims most warranties not explicitly stated, including implied warranties of merchantability and fitness for a particular purpose. It does not guarantee uninterrupted or error-free service. However, it includes a limited express warranty that the Service will materially conform to its documentation, with specific remedies if it doesn't.

10.1. "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, BETA SERVICES, FREE SERVICES, DOCUMENTATION, MOREPLAN IP, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE".

10.2. NO IMPLIED WARRANTIES. MOREPLAN AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WILL NOT BE LIMITED OR MODIFIED TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.3. NO GUARANTEE OF UNINTERRUPTED OR ERROR-FREE SERVICE. MOREPLAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF MALICIOUS CODE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREPLAN DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT. CUSTOMER ACKNOWLEDGES THAT MOREPLAN DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

10.4. Limited Warranty and Remedies. Moreplan warrants that the paid Subscription Services will perform materially in accordance with the applicable Documentation during the Subscription Term. Customer's sole and exclusive remedy, and Moreplan's entire liability, for a breach of this warranty will be, at Moreplan’s option and expense: (a) to use commercially reasonable efforts to correct the non-conformance within thirty (30) days of being notified by Customer; (b) to provide Customer with a functionally equivalent workaround; or (c) if Moreplan cannot achieve (a) or (b) within such thirty (30) day period, Customer may terminate the applicable Order Form for the non-conforming Services and Moreplan shall refund to Customer any prepaid, unused Fees covering the remainder of the Subscription Term for such terminated Services. This warranty does not apply to Beta Services, Free Services, or issues caused by Customer misuse or Third-Party Applications.

11. LIMITATION OF LIABILITY (LoL)

Summary: This section limits the financial liability of both Moreplan and the Customer in case of disputes or damages. It excludes liability for indirect or consequential damages (like lost profits). It sets a monetary cap on direct damages, typically tied to the fees paid by the Customer over the preceding 12 months. Certain types of claims, such as Customer's payment obligations and indemnification, Moreplan's IP indemnification (itself subject to a super-cap), and liabilities from gross negligence or willful misconduct by either party, are carved out from these general limitations.

11.1. Exclusion of Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OF THE FOLLOWING CATEGORIES OF LOSS, WHETHER DIRECT OR INDIRECT: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF AGREEMENTS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OF USE OF MONEY OR OTHERWISE; LOSS OF USE OR CORRUPTION OF SOFTWARE OR DATA; BUSINESS INTERRUPTION; OR LOSS OF BUSINESS OPPORTUNITY, REPUTATION, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITIES LISTED IN SECTION 11.3 (EXCLUSIONS FROM LIMITATIONS), IF EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO: (A) FOR GENERAL CLAIMS, THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM; AND (B) FOR CLAIMS ARISING FROM A BREACH OF CONFIDENTIALITY (SECTION 7) OR UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA OR PERSONAL DATA, TWO TIMES (2X) THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. FOR BETA SERVICES OR ANY FREE SERVICES, MOREPLAN'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR SUCH BETA OR FREE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD $100.00) IF NO FEES WERE PAID; PROVIDED, HOWEVER, THAT FOR BETA SERVICES USED IN PRODUCTION OR PILOT DEPLOYMENTS EXPRESSLY AUTHORIZED IN WRITING BY MOREPLAN, THE LIABILITY CAP SHALL BE THE GREATER OF THE FEES PAID FOR SUCH SERVICES OR THE GENERAL CAP IN CLAUSE (A) ABOVE.

11.3. Exclusions from Limitations (Carve-Outs). THE LIMITATIONS IN SECTION 11.2 SHALL NOT APPLY TO:

(a) Customer's liability for payment of Fees;

(b) Customer's liability arising from its indemnification obligations under Section 12.4;

(c) Moreplan's liability arising from its IP indemnification obligations under Section 12.1 (provided, however, that Moreplan's total aggregate liability for such IP indemnification obligations shall not exceed two times (2X) the total amounts paid by Customer for the Subscription Service in the twelve (12) month period preceding the event giving rise to the IP Claim);

(d) Customer's liability for violation of Moreplan's Intellectual Property Rights;

(e) Liability for damages arising from a party’s gross negligence, willful misconduct, or fraud that cannot be limited under Applicable Law; or

(f) Any liability that cannot be limited or excluded by Applicable Law (such as liability for death or personal injury caused by negligence, to the extent such limitation is prohibited).

Moreplan's liability for its own breach of confidentiality obligations under Section 7 (excluding those related to Customer Data) shall be subject to the general cap in Section 11.2.

11.4. Third-Party Products. MOREPLAN AND ITS AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY APPLICATIONS THAT CUSTOMER USES IN CONNECTION WITH THE SERVICES. MOREPLAN'S LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

11.5. Agreement to Liability Limit / Essential Basis. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER'S AGREEMENT TO THIS LIMITATION OF LIABILITY, MOREPLAN WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO CUSTOMER. THE PARTIES AGREE THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND REFLECT A REASONABLE ALLOCATION OF RISK.

12. INDEMNIFICATION

Summary: This section describes how each party will protect the other from certain third-party lawsuits. Moreplan will generally defend the Customer if the Service itself infringes a third party's intellectual property rights. The Customer will defend Moreplan against claims arising from Customer Data or the Customer's misuse of the Service. It outlines the procedures for handling such claims and specific exclusions.

12.1. Indemnification by Moreplan. Moreplan will defend Customer, its Affiliates, officers, directors, and employees ("Customer Indemnified Parties") against any third-party Claim alleging the authorized use of the Services (excluding Third-Party Applications and Customer Data) infringes a valid U.S. patent, copyright, or trademark, or misappropriates a trade secret of such third party ("IP Claim"). Moreplan will indemnify Customer Indemnified Parties for any damages, reasonable attorney fees, and costs finally awarded against them as a result of, or for amounts paid by them under a settlement approved in writing by Moreplan of, an IP Claim. This obligation is conditioned upon: (a) the Customer Indemnified Party promptly giving Moreplan written notice of the IP Claim (failure to provide prompt notice shall only relieve Moreplan of its obligations to the extent it is materially prejudiced thereby); (b) Moreplan having sole control of the defense and settlement of the IP Claim (provided Moreplan may not settle any IP Claim unless the settlement unconditionally releases the Customer Indemnified Party of all liability and does not require any admission of fault or payment by the Customer Indemnified Party without its prior written consent, not to be unreasonably withheld); and (c) the Customer Indemnified Party providing Moreplan with all reasonable assistance, at Moreplan's expense.

12.2. Exclusions and Mitigation (Moreplan IP Indemnity). Moreplan will have no liability or obligation under Section 12.1 if the IP Claim arises from: (a) use of the Services not in accordance with this Agreement or Documentation; (b) any modification of the Services by anyone other than Moreplan or its authorized contractors; (c) the combination, operation, or use of the Services with any hardware, software, data, or materials not supplied by Moreplan or specified in the Documentation, if the alleged infringement relates to such combination; (d) Customer Data or Third-Party Applications; (e) Moreplan's compliance with designs, specifications, or instructions provided by Customer; (f) use of a superseded or altered release of the Services if infringement would have been avoided by use of a current, unaltered release made available to Customer; or (g) Beta Services or Free Services. If the Services become, or in Moreplan's opinion are likely to become, the subject of an IP Claim, Moreplan may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services to be non-infringing, provided such modification or replacement provides substantially equivalent features; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the applicable Order Form and refund Customer any prepaid, unused Fees for the infringing Services.

12.3. Sole Remedy (Moreplan IP Indemnity). THIS SECTION 12.1 AND 12.2 STATE MOREPLAN'S ENTIRE LIABILITY AND THE CUSTOMER INDEMNIFIED PARTIES' SOLE AND EXCLUSIVE REMEDY FOR IP CLAIMS.

12.4. Indemnification by Customer. Customer will defend Moreplan, its Affiliates, officers, directors, and employees ("Moreplan Indemnified Parties") against any third-party Claim, regulatory investigation, governmental enforcement action, or proceeding arising from or related to: (i) Customer Data or Customer Content, including any Claim that Customer Data or Customer Content infringes third-party rights or violates Applicable Law; (ii) Customer's or its Authorized Users' use of the Services in breach of this Agreement or Applicable Law (including but not limited to TCPA, CAN-SPAM, Data Protection Laws); (iii) any of the circumstances described as the excluded circumstances in Section 12.2 if attributable to Customer; (iv) Customer's breach of its obligations under Section 7 (Confidentiality) or Section 8 (Data Privacy and Security) not directly covered by Moreplan's own security obligations; (v) any regulatory fines, civil penalties, sanctions, or enforcement costs imposed on Moreplan by any governmental or regulatory authority arising directly from Customer's or its Authorized Users' non-compliant use of the Services; or (vi) any act or omission of an Authorized User in connection with the Services, including any breach by an Authorized User of the restrictions in Section 2.1 or the acceptable use obligations in Section 3. Customer will indemnify Moreplan Indemnified Parties for any damages, regulatory fines, civil penalties, reasonable attorney fees, and costs finally awarded against them as a result of, or for amounts paid by them under a settlement approved in writing by Customer of, such a Claim. This obligation is conditioned upon: (a) the Moreplan Indemnified Party promptly giving Customer written notice of the Claim (failure to provide prompt notice shall only relieve Customer of its obligations to the extent it is materially prejudiced thereby); (b) Customer having sole control of the defense and settlement of the Claim (provided Customer may not settle any Claim unless the settlement unconditionally releases the Moreplan Indemnified Party of all liability and does not require any admission of fault or payment by the Moreplan Indemnified Party without its prior written consent, not to be unreasonably withheld); and (c) the Moreplan Indemnified Party providing Customer with all reasonable assistance, at Customer's expense.

13. GOVERNING LAW AND JURISDICTION

Summary: This section specifies that the laws of the State of Texas, USA, will govern the agreement, without regard to conflict of law principles. It also establishes that legal disputes not subject to arbitration will be handled exclusively by state and federal courts located in Harris County, Texas.

13.1. Governing Law. The laws of the State of Texas, USA, and applicable U.S. federal law govern this Agreement, without regard to conflicts of laws rules that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply.

13.2. Venue. Subject to Section 14 (Dispute Resolution), state and federal courts in Harris County, Texas, USA, have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Parties consent to this jurisdiction and venue.

13.3. Mandatory Law. Notwithstanding any other provision of this Agreement, to the extent any applicable US federal or Texas state law imposes mandatory protections, rights, or obligations that cannot be excluded or waived by contract (including mandatory consumer protection rights or mandatory privacy rights under applicable US Data Protection Laws, including the TDPSA, Tex. Bus. & Com. Code Ch. 541), such mandatory protections shall apply to the extent required by Applicable Law and are not excluded by this Agreement. In the event of any conflict between the terms of this Agreement and such mandatory law protections, the mandatory law protections shall prevail solely to the extent of the conflict and only to the minimum extent required by law. Nothing in this Section shall be construed to expand Customer's rights beyond those expressly set forth in this Agreement where permitted by Applicable Law.

14. DISPUTE RESOLUTION (BINDING ARBITRATION)

Summary: This section outlines the process for resolving disputes. It mandates an initial 30-day informal negotiation period. If unresolved, disputes (with some exceptions like injunctive relief or small claims) must be settled by binding arbitration administered by the American Arbitration Association (AAA) in Harris County, Texas. It includes waivers of jury trials and class actions, and provides a 30-day window for Customers to opt out of arbitration. Claims must generally be filed within one year.

14.1. Mandatory Informal Dispute Resolution. Parties agree to attempt good faith negotiation for at least thirty (30) days after a detailed written Dispute Notice before formal action (except injunctive relief). This is a condition precedent to initiating arbitration or litigation.

14.2. Binding Arbitration. If not resolved informally, disputes (except small claims or injunctive relief for unauthorized use/IP infringement as specified in Section 14.7) shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, as modified by this Agreement. The AAA Supplementary Procedures for Consumer-Related Disputes shall not apply.

14.3. Arbitration Procedures. The arbitration shall be conducted in English and held in Harris County, Texas, USA (or another location mutually agreed upon, or telephonically/virtually at either party's option if mutually agreed and permitted by AAA rules for commercial disputes). It will be conducted by a single, neutral arbitrator mutually agreed upon or appointed per AAA Commercial Rules. If the relief sought is USD $10,000 or less, arbitration will be based solely on written submissions unless the arbitrator deems a hearing necessary. For claims over USD $10,000, the right to a hearing is per AAA Commercial Rules. The arbitrator's decision will be final and binding. The arbitrator can award monetary damages and any non-monetary remedy available under applicable law, AAA Commercial Rules, and this Agreement, but not for anyone not a party to the arbitration. A reasoned written decision will be issued.

14.4. Arbitration Fees. Payment of filing, administration, and arbitrator fees will be governed by AAA Commercial Rules. Moreplan will reimburse Customer for those fees for claims totaling less than USD $10,000 unless the arbitrator determines claims are frivolous. Each party bears its own attorneys' fees unless arbitration rules and/or applicable law provide otherwise.

14.5. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER. IF A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES JURY TRIAL AND AGREES TO INDIVIDUAL BASIS ONLY. This class action waiver is a material and essential part of this arbitration agreement. If any portion of this class action waiver is found to be unenforceable with respect to a particular claim or type of claim by a court of competent jurisdiction, the parties agree that this class action waiver shall be severed solely with respect to that specific claim or type of claim, and the remainder of this class action waiver and the arbitration agreement set forth in this Section 14 shall remain in full force and effect. In no event shall any class, consolidated, or representative proceeding be conducted in arbitration.

14.7. Exceptions to Arbitration. Notwithstanding the foregoing, either party may bring a lawsuit in the courts specified in Section 13.2 solely for injunctive or other equitable relief to stop unauthorized use or abuse of the Services, security breaches, or intellectual property infringement or misappropriation without first engaging in informal dispute resolution or arbitration. If a dispute qualifies, either party may pursue it in a small claims court in Harris County, Texas, on an individual, non-class basis.

14.8. 30-Day Right to Opt Out of Arbitration. Customer may opt out of the binding arbitration provisions of this Section 14 by sending written notice ("Opt-Out Notice") to Moreplan at the address in Section 15.1, within thirty (30) days after the Effective Date of this Agreement. The Opt-Out Notice must include: (i) Customer's full legal name and address; (ii) the email address(es) associated with Customer's account; and (iii) a clear and unequivocal statement that Customer wishes to opt out of the binding arbitration agreement in this Section 14. Late notices are ineffective. If Customer opts out, Moreplan also is not bound by these arbitration provisions for disputes with that Customer.

14.9. Limitation on Time to Initiate Disputes. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. To the extent Applicable Law in Customer's jurisdiction mandates a longer minimum limitations period that cannot be contractually shortened, such longer period shall apply solely to the extent required by such mandatory law. This shortened limitations period shall not apply to Moreplan's claims for: (i) non-payment of Fees; (ii) violation of Moreplan's Intellectual Property Rights; or (iii) breach of confidentiality obligations under Section 7, for each of which the applicable statutory limitations period under Texas law shall govern.

15. MISCELLANEOUS PROVISIONS

Summary: This section contains various standard legal clauses essential for the agreement's operation and interpretation. These include how notices are given, rights regarding publicity, the independent contractor relationship of the parties, restrictions on assignment, rules for third-party beneficiaries, handling of force majeure events, the "entire agreement" clause establishing the hierarchy of documents, severability of invalid provisions, waiver of rights, interpretation guidelines, anti-corruption compliance, terms for U.S. Government end-users, execution of the agreement, Moreplan's insurance commitments, accessibility statement, procedures for modifying the agreement or service, export compliance, and the controlling language of the agreement. It also includes terms related to Moreplan Marketplace or Community features, if offered.

15.1. Notices. Written notices under this Agreement shall be deemed effectively given: (a) upon personal delivery; (b) on the second business day after mailing by certified or registered mail, return receipt requested, postage prepaid; (c) on the first business day after sending by nationally recognized overnight courier, charges prepaid; or (d) on the first business day after sending by email (however, email shall not be sufficient for notices of termination for cause, material breach, an indemnifiable claim, or an arbitration Opt-Out Notice, which require delivery via method (a), (b), or (c)). Billing-related notices to Customer will be addressed to the billing contact designated by Customer in the applicable Order Form. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer or sent to the primary email address associated with the Customer account. Notices to Moreplan shall be addressed to: Moreplan LLC, Attn: Legal Department, 4 Rutgers Place, Harris County, Texas 77005, USA, with a copy via email to legal@moreplan.ai. Either party may update its address for notices by providing notice to the other party in accordance with this section.

15.2. Publicity/Marketing. Customer grants Moreplan a limited, revocable right to use Customer's company name and standard logo as a reference for marketing or promotional purposes on Moreplan's website and in other public or private communications with existing or potential Moreplan customers, subject to Customer's standard trademark usage guidelines as provided to Moreplan. Customer may revoke this right at any time for future use by sending an email to marketing@moreplan.ai. Upon receipt of such revocation, Moreplan will cease creating new marketing materials using Customer's name or logo within thirty (30) days. For marketing materials already in circulation, in print, in active distribution, or otherwise in use as of the date of revocation ("Pre-Existing Materials"), Moreplan shall have up to sixty (60) days from the date of revocation to phase out use of such Pre-Existing Materials, and will use reasonable efforts to accelerate such phase-out where commercially practicable. For the avoidance of doubt, Moreplan's right to reference Customer in factual, non-branded descriptions of its general customer base without using Customer's name or logo shall survive any such revocation.

15.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has any authority to assume or create any obligation on behalf of the other party.

15.4. Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed), except that either party may assign this Agreement without consent to: (a) an Affiliate; or (b) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets to which this Agreement relates, provided that (i) the assignee assumes all obligations of the assigning party under this Agreement in writing; (ii) the assigning party provides prompt written notice to the other party; (iii) the assignment does not result in a material degradation of service or a material adverse change to the non-assigning party's rights; and (iv) in the case of an assignment by Customer, the assignee is not a direct competitor of Moreplan at the time of such assignment. For the avoidance of doubt, condition (iv) does not apply to assignments by Moreplan. The foregoing merger and acquisition (M&A) assignment right shall apply in lieu of any automatic termination or consent requirement contained in any other Moreplan document, including any prior version of the EULA. Any purported assignment or delegation in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

15.5. No Third-Party Beneficiaries. Except as expressly provided in Section 16.2 (Apple-Enabled Software Applications) and for Indemnified Parties' rights under Section 12, 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 shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15.6. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from a Force Majeure Event, which includes acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic (including COVID-19 and its variants and any related governmental actions or public health guidance), strikes or other labor disputes (other than those involving the affected party's own employees), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage, provided that such event is outside the reasonable control of the affected party, was not foreseeable, and the affected party uses diligent efforts to end the failure or delay and minimize its effects. The party affected by the Force Majeure Event shall give prompt written notice to the other party, stating the period of time the occurrence is expected to continue. During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance. If the Force Majeure Event continues for a continuous period of more than sixty (60) days, either party may terminate any affected Order Forms or this Agreement upon written notice to the other party.

15.7. Entire Agreement and Order of Precedence. This Agreement (including all documents explicitly incorporated by reference, such as all applicable Order Forms, the Privacy Policy, and Beta/Early Access Terms, if applicable) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, warranties, or negotiations, whether written or oral. Without limiting the foregoing, Moreplan's End User License Agreement (including Moreplan LLC EULA v1 and any prior versions thereof, whether or not previously presented to or accepted by Customer through any click-through, shrink-wrap, or other mechanism) is hereby expressly retired, effective as of the Effective Date of this Agreement, and shall have no further force or effect. Customer's prior acceptance of any version of the EULA shall not be construed as acceptance of any term in the EULA that conflicts with or is not replicated in this TOS; any rights or protections previously provided to either party under the EULA that are not expressly set forth in this TOS are hereby waived. No modification, amendment, or waiver of any provision hereof shall be effective unless in writing and signed by authorized representatives of both parties, except as otherwise permitted for modifications by Moreplan in Section 15.16. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form (solely with respect to commercial terms specific to that order, e.g., pricing, quantity, Service purchased, Subscription Term); (2) this TOS Agreement; (3) Beta/Early Access Terms (for Beta Services); (4) the Privacy Policy (with respect to Moreplan's processing of Personal Data as a controller); and (5) other Documentation. Terms or conditions in any Customer purchase order, standard business form, prior end user license agreement (including any version of the EULA), or other instrument issued by or previously accepted by Customer are null and void and of no effect, even if signed or acknowledged by Moreplan.

15.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. If such modification is not possible, the invalid or unenforceable provision shall be deemed severed from this Agreement, and the remainder of the Agreement shall continue in full force and effect.

15.9. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion. All waivers must be in writing and signed by an authorized representative of the waiving party.

15.10. Headings and Interpretation. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. As used herein, the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." The words "shall," "will," and "agrees" are mandatory, and "may" is permissive. Unless the context otherwise requires, references herein: (a) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (b) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision.

15.11. Anti-Corruption. Each party will comply with all applicable anti-corruption laws (e.g., U.S. Foreign Corrupt Practices Act, UK Bribery Act). Customer represents it has not received or been offered any illegal or improper bribe, kickback, payment, or thing of value from Moreplan employees/agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. Customer will promptly notify Moreplan Legal of any suspected violations.

15.12. Government End Use. Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 2.101 and DFARS 252.227-7014(a)(1) and (a)(5), as applicable. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in FAR 52.227-19 (Commercial Computer Software - Restricted Rights) and DFARS 252.227-7013(c)(1)(ii) (Rights in Technical Data and Computer Software), as applicable. Manufacturer: Moreplan LLC, 4 Rutgers Place, Harris County, Texas 77005.

15.13. Execution. This Agreement may be executed in counterparts, which taken together shall constitute one instrument. An electronically transmitted signature (e.g., via PDF, e-signature platform like DocuSign) shall be deemed an original signature for all purposes.

15.14. Insurance. Moreplan will maintain commercially reasonable insurance coverage, which may include Commercial General Liability insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, Technology Errors & Omissions (Professional Liability) insurance with limits of no less than $1,000,000 per claim and $2,000,000 in the aggregate, and Cyber Liability insurance with limits of no less than $2,000,000 in the aggregate. Upon Customer's reasonable written request (no more than annually), Moreplan will provide a certificate of insurance as evidence of such coverage, subject to confidentiality obligations.

15.15. Accessibility. Moreplan endeavors to design and maintain the Services striving for conformance with recognized accessibility standards, such as the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, where feasible and appropriate for the Services offered. Moreplan will make available a Voluntary Product Accessibility Template (VPAT) or similar conformance statement upon request. Customer acknowledges that achieving and maintaining accessibility is an ongoing process and that not all aspects of the Services may be fully accessible at all times. Information about accessibility features can be found in the Documentation or by contacting Moreplan.

15.16. Modifications to Agreement or Service.

(a) To Agreement: Moreplan may modify this Agreement by posting a revised version on its website (https://moreplan.ai/toc) or otherwise notifying Customer (e.g., via email to the primary account contact or through the Service interface). For material changes, Moreplan will provide at least thirty (30) days' advance notice before such changes become effective, unless shorter notice is required by Applicable Law or for urgent security reasons. Customer's continued use of the Services after the effective date of any such changes constitutes acceptance of the modified Agreement. If Customer does not agree to the material changes, Customer's sole and exclusive remedy is to terminate its account and cease using the Services prior to the effective date of the changes. If Customer terminates due to a material adverse change made by Moreplan to this TOS (and not due to changes required by law or to address security risks), Customer may be entitled to a pro-rata refund of prepaid, unused Fees for the remainder of the then-current Subscription Term, provided such termination occurs within thirty (30) days of the material change taking effect and Customer provides written notice detailing the material adverse effect.

(b) To Service: Moreplan may, in its sole discretion, make Service Modifications. Moreplan will use commercially reasonable efforts to provide at least thirty (30) days' prior written notice of any material deprecation or discontinuation of core Service functionality, unless such changes are required by law, to address security risks, or are necessitated by Force Majeure Events. Moreplan shall have no liability for any such Service Modifications, provided that core functionality is not materially decreased during a Subscription Term without offering a reasonable alternative or remedy (which might include a pro-rata refund for the remainder of the term if the decrease is significant and no workaround is feasible). Notwithstanding the foregoing, for AI Features, Moreplan may make changes that materially reduce functionality or change applicable limits at any time in its sole discretion; provided, however, that for material reductions in core AI Feature functionality expressly contracted for in an Order Form, Moreplan will use commercially reasonable efforts to provide Customer with at least fifteen (15) days' prior written notice, and if such material reduction renders the contracted AI Features substantially unfit for Customer's contracted purpose and no reasonable workaround is available, Customer may, as its sole and exclusive remedy, terminate the affected Order Form upon written notice to Moreplan and receive a pro-rata refund of prepaid, unused Fees attributable to the affected AI Features for the remainder of the then-current Subscription Term.

15.17. Export Compliance. Customer shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Customer warrants that it is not named on any U.S. government denied-party list and will not permit any Authorized User to access or use the Service in a U.S.-embargoed country (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) or in violation of any U.S. export law or regulation.

15.18. Language. This Agreement is in the English language only, which language shall be controlling in all respects. Any provided translation is for convenience only and shall not be binding nor affect the interpretation of this Agreement.

16. MOBILE SERVICES AND PLATFORM-SPECIFIC APPLICATION TERMS

Summary: This section addresses terms specific to using Moreplan Services via mobile devices. It notes that carrier charges may apply and that not all mobile services may work with all carriers or devices. It also includes standard terms required by Apple if Moreplan offers an iOS application, outlining responsibilities between Moreplan, the Customer, and Apple regarding the app.

16.1. Mobile Services. If Services include mobile access, Customer's wireless service carrier's standard charges, data rates and other fees may apply. Downloading, installing, or using certain Mobile Services may be prohibited or restricted by Customer's carrier, and not all Mobile Services may work with all carriers or devices.

16.2. Apple-Enabled Software Applications. Moreplan may offer software applications intended for use with Apple Inc. ("Apple") products. With respect to such "Apple-Enabled Software":

16.3. Google Play-Enabled Software Applications. Moreplan may offer software applications intended for use on Android devices distributed through the Google Play Store ("Google Play-Enabled Software"). With respect to such Google Play-Enabled Software: (a) This Agreement is between Moreplan and Customer only, not with Google LLC ("Google"). Moreplan, not Google, is solely responsible for the Google Play-Enabled Software and its content. (b) Customer's use must comply with Google's Google Play Developer Distribution Agreement and applicable Google Play usage rules. (c) The license granted is non-transferable and limited to use on Android devices owned or controlled by Customer, subject to Google Play's usage rules. (d) Google has no maintenance or support obligation for the Google Play-Enabled Software. (e) Google is not responsible for product warranties. If the Google Play-Enabled Software fails any warranty, to the maximum extent permitted by law, Google has no warranty obligation. Moreplan is solely responsible for warranty claims not otherwise disclaimed herein. (f) Moreplan, not Google, is responsible for addressing Customer or third-party claims relating to the Google Play-Enabled Software or its use, including product liability claims, non-conformance with legal or regulatory requirements, and consumer protection claims. (g) For third-party IP infringement claims related to the Google Play-Enabled Software, Moreplan, not Google, is solely responsible for investigation, defense, settlement, and discharge. (h) Customer represents that it is not located in a country subject to a U.S. government embargo or designated as a terrorist-supporting country, and is not listed on any U.S. government prohibited or restricted party list. (i) Direct questions, complaints, and claims regarding Google Play-Enabled Software to Moreplan via the contact methods specified in Section 15.1 or through support@moreplan.ai. (j) Google and its subsidiaries are not third-party beneficiaries of this Agreement with respect to Google Play-Enabled Software.

(a) This Agreement is between Moreplan and Customer only, not with Apple. Moreplan, not Apple, is solely responsible for the Apple-Enabled Software and its content.

(b) Customer's use must comply with Apple's App Store Terms of Service usage rules.

(c) The license is non-transferable to use on an iOS product Customer owns/controls, per Usage Rules (Family Sharing/volume purchasing excepted).

(d) Apple has no maintenance/support obligation for the Apple-Enabled Software.

(e) Apple is not responsible for product warranties. If the Apple-Enabled Software fails a warranty, Customer may notify Apple for a purchase price refund (if any). To the maximum extent permitted by law, Apple has no other warranty obligation. Moreplan is solely responsible for other warranty claims to the extent not disclaimed.

(f) Moreplan, not Apple, addresses Customer/third-party claims relating to the Apple-Enabled Software or its use/possession, including: (i) product liability; (ii) non-conformance to legal/regulatory requirements; (iii) consumer protection claims.

(g) For third-party IP infringement claims related to the Apple-Enabled Software, Moreplan, not Apple, is solely responsible for investigation, defense, settlement, and discharge.

(h) Customer represents they are not in a U.S. embargoed/terrorist-supporting country and not on U.S. prohibited/restricted party lists.

(i) Direct questions/complaints/claims regarding Apple-Enabled Software to Moreplan via the contact methods specified in Section 15.1 or through designated support channels such as support@moreplan.ai or the support phone number listed on Moreplan's website.

(j) Apple and its subsidiaries are third-party beneficiaries of this Agreement regarding Apple-Enabled Software and can enforce it against Customer.

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