ServiceIQ SaaS Subscription Agreement

Please read carefully. This Software-as-a-Service Subscription Agreement ("Agreement") is a binding legal contract between you and ServiceIQ governing your access to and use of the ServiceIQ platform. By creating an account, clicking "I Agree," starting a free trial, or otherwise accessing or using the Service, you accept and agree to be bound by this Agreement, including the Data Processing Addendum attached as Exhibit A. If you do not agree, do not access or use the Service.

1. Acceptance of Terms

This Agreement is entered into by and between ServiceIQ, Inc, a Wyoming corporation with its principal place of business at 30 N Gould St Ste R Sheridan, WY 82801 ("ServiceIQ," "we," "us," or "our"), and the individual or entity accepting these terms ("Customer," "you," or "your").

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to this Agreement, in which case "you" refers to that entity. You must be at least 18 years of age and able to form a legally binding contract to use the Service. The Service is intended for business use and is not directed to consumers or to children.

2. Definitions

3. License Grant and Scope

Subject to your compliance with this Agreement and payment of all applicable fees, ServiceIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your Subscription to access and use the Service for your internal business operations, in accordance with your selected plan and the Documentation.

Your Subscription plan determines your usage entitlements:

This license grants you a right to access the Service as a hosted offering only. No copy of the underlying software is sold or delivered to you, and you receive no ownership interest in the Service.

4. Subscription, Fees, and Billing

4.1 Free Trial. ServiceIQ may offer a free trial (currently 14 days, no credit card required). At the end of the trial period, your access will end unless you elect to begin a paid Subscription. ServiceIQ reserves the right to modify or discontinue trial offerings at any time.

4.2 Fees and Payment. Subscription fees are billed monthly in advance based on your selected plan and any add-ons. Unless otherwise stated, all fees are quoted and payable in U.S. dollars and are exclusive of taxes, which are your responsibility (other than taxes on ServiceIQ's net income). You authorize ServiceIQ and its payment processors to charge your designated payment method for all applicable fees.

4.3 Automatic Renewal and Cancellation. Your Subscription automatically renews for successive billing periods of the same length, at the then-current price, unless you cancel before the end of the current billing period. You may cancel at any time from your account settings or by contacting ServiceIQ at the address in Section 18; cancellation takes effect at the end of the then-current billing period. ServiceIQ will provide advance notice of any price increase that applies to your next renewal. Where required by applicable law (including automatic-renewal statutes such as the California Automatic Renewal Law), ServiceIQ will provide the disclosures, acknowledgements, and cancellation mechanisms those laws require.

4.4 Plan Changes. You may upgrade or change plans, and changes take effect at the start of the next billing period unless otherwise indicated. Fees are non-refundable except as required by applicable law or as expressly stated in this Agreement.

4.5 Non-Payment. If any fee is not paid when due, ServiceIQ may suspend or restrict your access to the Service after providing notice and a reasonable opportunity to cure. No long-term contract is required; either party may decline to renew at the end of a billing period.

5. Acceptable Use and Restrictions

You agree not to, and not to permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Service or Documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service, except to the extent such restriction is prohibited by law;
• rent, lease, lend, sell, sublicense, distribute, or otherwise make the Service available to any third party except as expressly permitted;
• circumvent or exceed the usage limits of your plan, or access the Service to build a competing product;
• upload or transmit malware, or use the Service to violate any applicable law, infringe any intellectual property right, or store or transmit unlawful, infringing, or harmful material;
• interfere with or disrupt the integrity, security, or performance of the Service, or attempt to gain unauthorized access to any systems or networks;
• remove, obscure, or alter any proprietary notices contained in the Service.

You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your account credentials. You will promptly notify ServiceIQ of any suspected unauthorized use of your account.

6. Customer Data and Ownership

As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant ServiceIQ a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Service and to comply with applicable law. ServiceIQ's processing of any Personal Data within Customer Data is further governed by the DPA in Exhibit A, which controls in the event of any conflict on data-protection matters.

You represent that you have all rights and consents necessary to submit Customer Data to the Service and that doing so does not violate any law or third-party right. You are responsible for the accuracy, quality, and legality of your Customer Data. ServiceIQ may use aggregated and de-identified data that does not identify you or any individual for analytics and product-improvement purposes; ServiceIQ will not use identifiable Customer Data to train generally available machine-learning models.

7. Third-Party Integrations (Including HubSpot)

The Service offers integrations with third-party products and services, including bi-directional synchronization with HubSpot. Your use of any third-party service is governed by that third party's own terms and privacy policies, and ServiceIQ is not responsible for third-party products or services. By enabling an integration, you authorize ServiceIQ to access and exchange data with that third-party service as necessary to provide the integration. Where an integration causes Customer Data to be shared with a third party that you select, that third party acts as your own processor or independent controller, not as a ServiceIQ Subprocessor. ServiceIQ does not control, and is not liable for, changes to, or the availability or discontinuation of, any third-party service.

8. Security

ServiceIQ will maintain a written information security program that includes administrative, technical, organizational, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and to protect against unauthorized access, use, disclosure, alteration, or destruction. These safeguards are described in Annex II to the DPA and include, at a minimum:

• encryption of Customer Data in transit and at rest using industry-standard protocols;
• role-based access controls, least-privilege provisioning, and multi-factor authentication for administrative access;
• logical separation of each customer's data in the multi-tenant environment;
• logging, monitoring, and vulnerability management of the production environment;
• personnel background screening (where lawful), confidentiality obligations, and recurring security awareness training;
• a documented incident response plan and business continuity / disaster recovery procedures, including regular backups; and
• a vendor risk-management process governing Subprocessors.

ServiceIQ will not materially reduce the overall protections of its security program during your Subscription. Upon written request (no more than once per year), ServiceIQ will provide a summary of its then-current security posture and, where available, copies of relevant third-party audit reports or certifications (such as a SOC 2 report) under confidentiality, to enable you to verify ServiceIQ's compliance with this Section.

9. Data Protection and Privacy

To the extent ServiceIQ processes Personal Data on your behalf in providing the Service, the parties will comply with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation ("GDPR"), the UK GDPR, and U.S. state privacy laws. For such processing, you are the controller (or processor acting on behalf of a controller) and ServiceIQ is the processor (or subprocessor). The DPA attached as Exhibit A sets out the parties' respective data-protection obligations, including processing details, Subprocessors, international transfer mechanisms, security measures, personal-data-breach notification, assistance with data-subject requests, and return or deletion of Personal Data, and is incorporated into this Agreement by reference. ServiceIQ's collection and use of data in its own right is described in the ServiceIQ Privacy Policy.

10. Intellectual Property

The Service, Documentation, and all related software, technology, designs, text, graphics, the ServiceIQ name and logo, and all intellectual property rights therein are and remain the exclusive property of ServiceIQ and its licensors. Except for the limited license expressly granted in Section 3, no rights are granted to you by implication, estoppel, or otherwise. Any feedback or suggestions you provide regarding the Service may be used by ServiceIQ without restriction or obligation to you.

11. Confidentiality

Each party may have access to the other party's non-public information disclosed in connection with this Agreement ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it to third parties except to those with a need to know who are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is rightfully obtained from a third party, or is independently developed. A party may disclose Confidential Information to the extent required by law, provided it gives reasonable advance notice where permitted. Customer Data is the Confidential Information of the Customer.

12. Service Availability, Warranties, and Disclaimers

ServiceIQ will use commercially reasonable efforts to make the Service available with a monthly uptime of at least 99.5%, excluding scheduled maintenance (for which ServiceIQ will provide advance notice where practicable) and events outside ServiceIQ's reasonable control. ServiceIQ will provide the Service in a professional and workmanlike manner consistent with general industry standards.

Except as expressly stated in this Agreement, the Service and Documentation are provided "as is" and "as available," and ServiceIQ disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ServiceIQ does not warrant that the Service will be uninterrupted, error-free, or completely secure.

13. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Except for the Excluded Claims described below, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by you to ServiceIQ for the Service during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply regardless of the theory of liability and form an essential basis of the bargain between the parties.

Excluded Claims. The limitations above do not apply to: (a) a party's indemnification obligations under Section 14; (b) a party's breach of its confidentiality obligations under Section 11 (other than relating to Customer Data); (c) ServiceIQ's breach of its security or data-protection obligations under Section 8, Section 9, or the DPA; (d) amounts owed for the Service; or (e) liability that cannot be limited or excluded under applicable law. For the claims in (b) and (c), each party's aggregate liability will not exceed [two (2)] times the fees paid in the twelve (12) months preceding the claim, except where applicable law prohibits such a cap.

14. Indemnification

14.1 By Customer. You will defend, indemnify, and hold harmless ServiceIQ and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your Customer Data, your use of the Service in violation of this Agreement, or your violation of any law or third-party right.

14.2 By ServiceIQ. ServiceIQ will defend you against any third-party claim alleging that the Service, as provided by ServiceIQ and used in accordance with this Agreement, infringes or misappropriates that third party's patent, copyright, trademark, or trade secret, and will indemnify you for damages and reasonable attorneys' fees finally awarded against you (or agreed in settlement) for such claim. If the Service becomes, or in ServiceIQ's opinion is likely to become, the subject of an infringement claim, ServiceIQ may, at its option and expense, (a) procure the right for you to continue using the Service, (b) modify the Service to be non-infringing while preserving materially equivalent functionality, or (c) terminate the affected Subscription and refund any prepaid, unused fees. ServiceIQ has no obligation for claims arising from your Customer Data, your combination of the Service with items not provided by ServiceIQ, or your use of the Service in violation of this Agreement.

14.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and provide reasonable cooperation.

15. Term, Suspension, and Termination

This Agreement begins when you first accept it and continues for as long as you maintain an active Subscription or trial. Either party may terminate the Agreement at the end of the then-current billing period. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days after written notice. ServiceIQ may suspend your access immediately if your use poses an imminent security or legal risk or if fees are overdue, and will restore access promptly once the cause is resolved.

Upon termination, your right to access the Service ceases. For thirty (30) days after termination, ServiceIQ will make Customer Data available for export in a commonly used format upon request. After that period, ServiceIQ will delete or anonymize Customer Data in accordance with the return-and-deletion terms of the DPA and its retention schedule, except where retention is required by law. Provisions that by their nature should survive termination (including Sections 6, 8, 9, 10, 11, 12, 13, 14, 16, and the DPA) will survive.

16. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The parties agree that the exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement will be the state and federal courts located in Sheridan County, Wyoming, and each party consents to the personal jurisdiction of those courts. Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through informal negotiation between authorized representatives. Nothing in this Section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or Confidential Information.

17. Changes to Terms and General Provisions

ServiceIQ may update this Agreement from time to time. Material changes will be communicated by reasonable means (such as posting the updated Agreement with a revised "Last Updated" date or notifying you in-app or by email) at least thirty (30) days before they take effect, except where a shorter period is required for legal or security reasons. Your continued use of the Service after changes take effect constitutes acceptance of the revised Agreement.

Order of precedence. In the event of a conflict, the following order controls: (1) the DPA (for data-protection matters); (2) any mutually executed order form or written enterprise agreement; (3) this Agreement; and (4) the Privacy Policy. This Agreement, together with the DPA and any order or plan selection, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements on that subject. If any provision is found unenforceable, the remaining provisions will remain in full force. ServiceIQ's failure to enforce any right is not a waiver. You may not assign this Agreement without ServiceIQ's prior written consent; either party may assign it in connection with a merger, acquisition, or sale of substantially all assets. Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure). The parties are independent contractors.

18. Contact

Questions about this Agreement may be directed to:

ServiceIQ
Email: [email protected]
Web: fieldserviceiq.ai
Address: 30 N Gould St Ste R Sheridan, WY 82801

Exhibit A: Data Processing Addendum (DPA)

This Data Processing Addendum ("DPA") forms part of the Agreement between ServiceIQ ("Processor") and Customer ("Controller") and applies to ServiceIQ's processing of Personal Data on Customer's behalf. Capitalized terms not defined here have the meaning given in the Agreement. In the event of a conflict between this DPA and the Agreement on data-protection matters, this DPA controls.

A1. Definitions. "Data Protection Laws" means all laws applicable to the processing of Personal Data under the Agreement, including the GDPR, the UK GDPR, the Swiss FADP, and U.S. state privacy laws. "Controller," "Processor," "Data Subject," "Personal Data," "processing," and "Personal Data Breach" have the meanings given in the GDPR. "Standard Contractual Clauses" or "SCCs" means the clauses adopted by the European Commission (Decision 2021/914) and, for the UK, the UK International Data Transfer Addendum.

A2. Roles and Scope of Processing. Customer is the Controller (or a processor acting on behalf of a third-party controller) and ServiceIQ is the Processor of Personal Data contained in Customer Data. ServiceIQ will process Personal Data only on documented instructions from Customer, including those set out in the Agreement and this DPA, unless required by law (in which case ServiceIQ will inform Customer unless legally prohibited). Customer's use and configuration of the Service constitute its instructions. ServiceIQ will inform Customer if, in its opinion, an instruction infringes Data Protection Laws.

A3. Details of Processing. The subject matter, duration, nature and purpose of processing, the types of Personal Data, and the categories of Data Subjects are described in Annex I.

A4. Confidentiality of Personnel. ServiceIQ will ensure that persons authorized to process Personal Data are bound by appropriate confidentiality obligations and have received appropriate data-protection and security training.

A5. Security Measures. ServiceIQ will implement and maintain the technical and organizational measures set out in Annex II, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk to Data Subjects.

A6. Subprocessors. Customer provides general authorization for ServiceIQ to engage the Subprocessors listed in Annex III. ServiceIQ will impose data-protection obligations on each Subprocessor that are no less protective than those in this DPA and remains liable for each Subprocessor's performance. ServiceIQ will give Customer at least thirty (30) days' advance notice of any intended addition or replacement of a Subprocessor, and Customer may object on reasonable data-protection grounds within that period; if the parties cannot resolve the objection, Customer may terminate the affected Subscription and receive a refund of prepaid, unused fees.

A7. International Data Transfers. Where ServiceIQ processes Personal Data subject to the GDPR, UK GDPR, or Swiss FADP outside the EEA, UK, or Switzerland to a country without an adequacy decision, the parties agree that the Standard Contractual Clauses (with Customer as data exporter and ServiceIQ as data importer) are incorporated by reference and apply, completed by Annex I and Annex II of this DPA. For UK transfers, the UK International Data Transfer Addendum applies. Module Two (controller-to-processor) or Module Three (processor-to-processor) applies as appropriate.

A8. Personal Data Breach Notification. ServiceIQ will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Personal Data Breach affecting Customer's Personal Data. The notification will describe, to the extent known, the nature of the breach, the categories and approximate number of Data Subjects and records affected, the likely consequences, and the measures taken or proposed to address it. ServiceIQ will provide reasonable cooperation and information to assist Customer in meeting its own notification obligations.

A9. Assistance to Controller. Taking into account the nature of the processing, ServiceIQ will assist Customer by appropriate technical and organizational measures, insofar as possible, to respond to Data Subject requests (access, rectification, erasure, restriction, portability, and objection) and to fulfill Customer's obligations regarding security, data protection impact assessments, and prior consultation with supervisory authorities, taking into account the information available to ServiceIQ.

A10. Return and Deletion of Personal Data. Upon termination or expiry of the Service, and at Customer's choice, ServiceIQ will return or delete all Personal Data and delete existing copies, unless storage is required by applicable law. ServiceIQ will make Personal Data available for export for thirty (30) days after termination, after which it will delete or anonymize the Personal Data within ninety (90) days, subject to routine backup cycles after which backups are overwritten.

A11. Audits. ServiceIQ will make available to Customer information reasonably necessary to demonstrate compliance with this DPA and will allow for and contribute to audits, including inspections, conducted by Customer or an auditor it mandates. ServiceIQ may satisfy this obligation by providing relevant third-party audit reports or certifications (such as SOC 2 or ISO 27001). On-site audits will be conducted no more than once per year (except following a Personal Data Breach or as required by a supervisory authority), on reasonable advance notice, during business hours, subject to confidentiality, and in a manner that does not unreasonably disrupt ServiceIQ's operations.

Annex I: Details of Processing

Annex II: Technical and Organizational Measures

• Encryption: TLS for data in transit; encryption at rest for stored Customer Data and backups.
• Access control: role-based access, least-privilege provisioning, unique credentials, and multi-factor authentication for administrative and production access; access reviews at least quarterly.
• Tenant isolation: logical separation of each customer's data within the multi-tenant database using row-level security.
• Network and application security: firewalls, secure software development practices, code review, and dependency/vulnerability scanning.
• Logging and monitoring: audit logging of administrative and security-relevant events, with monitoring and alerting on the production environment.
• Resilience: regular encrypted backups, documented business continuity and disaster recovery procedures, and periodic restoration testing.
• Personnel: confidentiality agreements, background screening where lawful, and recurring security-awareness training.
• Incident management: a documented incident response plan covering detection, containment, notification, and post-incident review.
• Vendor management: security assessment of Subprocessors and contractual flow-down of data-protection obligations.

Annex III: Approved Subprocessors