Master Subscription Agreement

This Master Subscription Agreement ("Agreement"), also known as the MangoApps Cloud Terms & Conditions, is entered into between MangoApps, Inc., a Washington corporation ("MangoApps"), and the entity identified on an Order Form referencing this Agreement ("Customer"). It sets forth the terms under which MangoApps provides, and Customer obtains, access to the MangoApps technologies, online services, and database described on the Order Form. By executing an Order Form that references this Agreement, Customer agrees to these terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1. Definitions; Construction

"Service" means access to and use of the MangoApps software, applications, and online services identified on an Order Form. "Order Form" means an ordering document executed by the parties (including an online proposal accepted by Customer) that references this Agreement and specifies the Service purchased, editions, quantities, fees, and subscription term, together with its exhibits and addenda. "Authorized Users" means individuals issued logon credentials by Customer to use the Service, up to the number of licensed users on the Order Form. "Hosted Data" means documents and files uploaded to the Service by users and stored on systems maintained by MangoApps. "Customer Data" means data submitted to the Service by or on behalf of Customer, including Hosted Data. Capitalized terms have the meanings assigned in this Agreement and the applicable Order Form.

2. The Service

Access and rights. Commencing on the service start date, MangoApps will make the Service available to Customer over the Internet. Subject to this Agreement, MangoApps grants Customer a non-exclusive, non-transferable, worldwide right during the term to (a) issue logon credentials to Authorized Users; (b) access and use, and permit Authorized Users to access and use, the Service to process, manage, and store information and data of and about Customer's enterprise; and (c) copy and modify documentation provided by MangoApps for use by Authorized Users. Customer may reassign credentials from departing users to an equal number of new individuals so long as the total does not exceed the licensed user count on the Order Form plus any added subscriptions.

Updates and modifications. At no charge, MangoApps will install and make available all updates necessary to keep the Service conforming to its documentation (including corrections of errors, bugs, and performance issues). MangoApps continuously improves the Service and may modify, update, or discontinue features, provided no modification materially degrades the core functionality purchased during a then-current subscription term; MangoApps will give reasonable advance notice of any material feature discontinuation. Updates and modifications are subject to this Agreement.

Restrictions. Customer shall not, directly or through its Authorized Users or contractors: (a) sell, transfer, assign, rent, lend, lease, sublicense, or otherwise provide third parties rights to the Service; (b) "frame," "mirror," copy, or otherwise enable third parties to use the Service as a service bureau or outsourced offering; (c) knowingly allow any individual to use another individual's credentials; (d) use the Service in a manner that breaches the documentation or that the user knows will interfere with, degrade, or disrupt the integrity or performance of MangoApps technologies, services, or systems; (e) use the Service to develop a competing product or service; (f) access the Service to monitor its availability, performance, or functionality for benchmarking or competitive purposes without MangoApps' prior written consent; (g) circumvent or disable security features of the Service; or (h) use the Service in any manner prohibited by law. Customer is solely responsible for maintaining the security and integrity of its own systems, networks, and credentials, and MangoApps is not liable for breaches, interruptions, or damages resulting from Customer's improper configurations, credential sharing, failure to implement recommended security measures, or failure to follow the documentation or MangoApps support instructions.

Suspension. MangoApps may temporarily suspend access to the Service, in whole or in part, to the extent reasonably necessary to (a) prevent or address a security incident or a credible threat to the Service or its other customers; (b) respond to unlawful use or a material violation of the restrictions above; or (c) comply with applicable law. MangoApps will limit any suspension in scope and duration to what is reasonably necessary, notify Customer where practicable, and restore access promptly once the cause is resolved. Suspension for non-payment is governed by Section 5.

Reservation of rights. All rights not expressly granted to Customer are reserved by MangoApps, its suppliers, and licensors.

Return of Hosted Data. If requested by Customer within thirty (30) days of expiration or termination, MangoApps will make available to Customer all Hosted Data stored in the Service at that time. MangoApps maintains regular backup and archival copies as part of its disaster recovery plan, and may permanently delete all Hosted Data, including backups and archives, thirty (30) or more days after termination, after which MangoApps has no further obligation to make Hosted Data available.

Delivery. The Service and updates are made available only on a hosted basis via electronic transfer; no object code or physical media is delivered.

3. Order Forms; Precedence; Relationship to Website Terms

Each Order Form is governed by this Agreement. If there is a conflict, the Order Form controls for commercial terms (products, editions, quantities, fees, and subscription term) and this Agreement controls for all other terms. MangoApps is not bound by terms in any Customer purchase order, receipt, acceptance, confirmation, or other correspondence unless expressly assented to in a writing signed by MangoApps, and Customer is likewise not bound by subsequent terms in any MangoApps invoice or click-through unless signed by Customer. The parties may supplement this Agreement by signed written addendum, whose terms control any conflict; unless stated otherwise, addenda terminate with this Agreement.

Website terms. For Customer's and its Authorized Users' use of the Service under an executed Order Form, this Agreement governs and supersedes the website Terms of Service. The MangoApps Privacy Policy applies to MangoApps' activities as a data controller (such as its public websites and marketing) and does not govern Customer Data, which is governed by this Agreement and, where executed, the parties' Data Processing Agreement.

4. Professional and Additional Services

Additional services not provided under this Agreement — including custom configuration, consulting, development, training, data migration, and system integration — may be separately purchased under an addendum, sales agreement, or statement of work signed by both parties. MangoApps has no obligation to support Customer's own technology or internal infrastructure, or to consult on customer-created content or third-party technologies, unless agreed in such a signed writing.

5. Fees and Payment

Customer shall pay the fees specified on each Order Form for the number of Authorized Users permitted to access the Service. (a) Fees are exclusive of sales, use, import or export taxes, duties, tariffs, VAT, and similar amounts ("Sales Taxes"); Customer is responsible for Sales Taxes but not taxes on MangoApps' income or gross receipts. (b) Undisputed invoices are due within thirty (30) days of receipt; an invoice is deemed undisputed if Customer does not notify MangoApps in writing of disputed amounts within that period (without prejudice to later-discovered overpayments). (c) Undisputed past-due amounts accrue a late fee of one percent (1.0%) per month or the highest rate permitted by law, and MangoApps may suspend access if undisputed past-due amounts remain unpaid ten (10) business days after written notice of impending suspension; fees continue to accrue during rightful suspension. (d) If actual Authorized Users exceed the licensed user count, Customer shall pay the additional-user fees specified on the Order Form. (e) Pricing and payment terms are MangoApps confidential information. (f) Except as otherwise specified, fees are based on the Service purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the subscription scope cannot be decreased during the then-current term.

Credits and usage-based services. Credit allowances included with a subscription or platform tier (such as AI, SMS, or voice credits) expire at the end of the period for which they are granted, have no cash value, and are non-transferable and non-refundable. Purchased credit packages are governed by the Order Form; unless the Order Form states otherwise, purchased credits expire at the end of the subscription term and are non-refundable. Usage beyond included or purchased credits is billed at the rates on the Order Form from actual metered usage. MangoApps may apply reasonable fair-use safeguards to protect the integrity of shared infrastructure.

6. Compliance with Laws

Each party shall adhere to all applicable state, federal, local, and international laws and treaties. MangoApps will notify Customer in writing of any export or other restrictions imposed by the U.S. Export Administration Act and associated regulations or any government with respect to the Service.

7. Term and Termination

Term. This Agreement is effective as of the effective date of the first Order Form and continues for the initial term specified on the Order Form (three (3) years if none is specified), automatically renewing for successive one (1) year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Unless the Order Form states otherwise, renewals are at MangoApps' then-current rates.

Termination. Either party may terminate this Agreement (a) immediately, without opportunity to cure, if the other party breaches its duty of confidentiality; or (b) if the other party materially breaches any other provision and fails to cure within thirty (30) days of written notice.

Effect of termination. Customer acknowledges MangoApps' substantial initial and ongoing investment in establishing and supporting Customer's subscription. If Customer terminates this Agreement before the end of the then-current term (other than for MangoApps' uncured material breach, or as expressly provided on the Order Form, such as an Adoption Guarantee), Customer owes all fees for the remainder of the term. Upon expiration or termination, Customer shall discontinue use of the Service and return MangoApps-provided documentation and materials within thirty (30) days. Sections addressing Return of Hosted Data, Confidentiality, Data Protection, Intellectual Property, Indemnification, Warranties and Limitation of Liability, Notices, and General survive termination, along with any provision that by its nature should survive and any claim that arose before termination.

8. Confidentiality

A recipient of Confidential Information will not (a) use it for any purpose other than performing its obligations or exercising its rights under this Agreement, or (b) disclose it other than (i) to employees and contractors with a need to know, (ii) under compulsory judicial or administrative process, with prompt notice to the disclosing party where legally permitted so it may seek protection, or (iii) as required by law. "Confidential Information" means all information of or about a party, excluding information the recipient can prove (w) is generally available to the public without breach, (x) was known to the recipient before disclosure, (y) was received from a third party without restriction, or (z) was independently developed without use of the disclosing party's information. Each disclosing party warrants its disclosures do not breach any duty of confidentiality owed to others.

9. Customer Data; Data Protection and Security

Ownership and license. As between the parties, Customer owns all Customer Data. Customer grants MangoApps the rights in Customer Data necessary to host, process, transmit, display, and back up Customer Data to provide, secure, and support the Service and to fulfill its obligations under this Agreement.

Usage data. MangoApps may collect and use data about the access, configuration, and use of the Service in de-identified and aggregated form to operate, analyze, secure, improve, and benchmark its products and services, provided such data does not identify Customer or any individual and does not reveal Customer's Confidential Information.

Security. MangoApps has implemented and will maintain commercially reasonable information safeguards for the Customer Data and the Service that are no less rigorous than accepted industry practices and that comply with applicable privacy laws, including a comprehensive written information security program with procedural, administrative, logical, technical, and physical safeguards appropriate to the nature and scope of the data. MangoApps' measures include industry-standard intrusion detection, monitoring by trained security specialists, TLS/SSL encryption of access, firewalls, periodic security log review, and personnel confidentiality obligations. Database backups are performed nightly and retained on a 31-day rolling basis; file storage is designed for eleven-nines durability. The MangoApps Data Processing Agreement is incorporated into this Agreement and governs the processing of personal data within Customer Data; see also MangoApps' data protection program and current subprocessor list. Each party is responsible for ensuring its own networks and systems are adequately secured and for backing up its own data and files.

10. Intellectual Property; Feedback

MangoApps and its licensors own the Service, the underlying software, the documentation, and all related intellectual property, including all improvements, modifications, and derivative works, whenever created. No ownership rights transfer to Customer under this Agreement; Customer receives only the limited use rights expressly granted in Section 2. If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Service, MangoApps may use that feedback without restriction, attribution, or obligation, and owns any improvements to its products and services that incorporate it.

11. AI Features

Certain features of the Service use artificial intelligence, including foundation models operated by third-party providers acting as MangoApps subprocessors. (a) Customer is responsible for the inputs it and its Authorized Users submit to AI features and for its use of outputs. Outputs are generated automatically, may be inaccurate, incomplete, or similar to outputs generated for others, and must be reviewed by a qualified person before reliance. (b) Customer will not use AI features as the sole basis for decisions that produce legal or similarly significant effects on individuals — including employment, credit, housing, medical, or legal decisions — without meaningful human review. (c) AI usage is subject to the included credit allowances, purchased credits, and metered rates on the Order Form, and to the fair-use safeguards in Section 5. (d) MangoApps does not use Customer Data to train generalized foundation models without Customer's prior written consent.

12. Third-Party Services; Beta and Pilot Offerings

Third-party services. The Service may interoperate with third-party applications, plugins, and services — including marketplace plugins and integrations that Customer elects to enable. Third-party services are governed by their own terms; MangoApps does not warrant them and is not responsible for their operation, security, or data practices. Any exchange of Customer Data with a third-party service that Customer enables is at Customer's direction and risk.

Beta and pilot offerings. Features identified as beta, preview, or early access, and subscriptions identified on an Order Form as pilots, are provided "as is," may be modified or discontinued at any time, and are excluded from the Service Level Agreement. At the end of a pilot that does not convert to a paid subscription, MangoApps may delete the pilot environment and its data following the Return of Hosted Data terms in Section 2.

13. Warranties; Disclaimer

Each party represents and warrants that it is duly authorized to execute this Agreement and perform its obligations. MangoApps warrants that the Service will conform in all material respects to its documentation and the functionality specifications referenced on the Order Form. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ANY TRAINING, INSTRUCTION, SUPPORT, OR OTHER SERVICES ARE PROVIDED STRICTLY "AS IS," AND ALL OTHER CONDITIONS, REPRESENTATIONS, AND WARRANTIES — EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS — ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER ACKNOWLEDGES THE SERVICE MAY BE SUBJECT TO INTERRUPTIONS, LIMITATIONS, AND DELAYS INHERENT IN INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS, AND MANGOAPPS IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR DAMAGE RESULTING FROM EVENTS BEYOND ITS REASONABLE CONTROL.

14. Indemnification

By Customer. Customer shall indemnify, defend, and hold harmless MangoApps, its affiliates, officers, employees, agents, and licensors from claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) Customer's or its Authorized Users' misuse of the Service, including failure to follow security protocols or the documentation; (b) breaches or unauthorized access resulting from Customer's negligence, improper configurations, or failure to secure credentials; and (c) Customer Data that infringes or misappropriates third-party intellectual property rights or violates applicable law.

By MangoApps. MangoApps shall indemnify and hold Customer harmless from claims that the Service infringes or misappropriates any U.S. patent, copyright, trade secret, trademark, or other intellectual property right asserted by an unrelated third party, and shall pay resulting costs, damages, and expenses (including reasonable attorneys' fees), except where the claim arises from the combination of the Service with Customer's unusual or unique software, hardware, or business processes, or from Customer's breach of this Agreement, and would not have occurred but for that combination or breach. If the Service becomes, or in MangoApps' opinion is likely to become, the subject of such a claim, MangoApps may at its option and expense (a) modify the Service to be non-infringing without materially reducing its functionality, (b) procure the right for Customer to continue using the Service, or (c) terminate the affected Order Form and refund prepaid fees for the unexpired portion of the term. This Section states MangoApps' entire liability, and Customer's exclusive remedy, for infringement claims.

Process. The indemnified party shall promptly notify the indemnifying party in writing and tender control of the defense (failure to give prompt notice excuses the obligation only to the extent of actual prejudice). Neither party will settle a claim without the other's prior written consent where the settlement diminishes the other's rights or admits its liability, fault, or wrongdoing. The indemnifying party controls the defense with counsel reasonably acceptable to the indemnified party, which may participate at its own expense.

15. Limitation of Liability

CUSTOMER'S EXCLUSIVE REMEDY AND MANGOAPPS', ITS SUPPLIERS', AND LICENSORS' TOTAL AGGREGATE LIABILITY ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT — WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM — IS LIMITED TO ACTUAL DIRECT DAMAGES UP TO ONE HUNDRED PERCENT (100%) OF THE AMOUNTS PAID BY CUSTOMER TO MANGOAPPS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CUSTOMER'S TOTAL AGGREGATE LIABILITY TO MANGOAPPS IS LIKEWISE LIMITED TO ACTUAL DIRECT DAMAGES UP TO ONE HUNDRED PERCENT (100%) OF THE AMOUNTS BILLED BY MANGOAPPS TO CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT IS EITHER PARTY LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THESE LIMITS. NOTHING IN THIS SECTION LIMITS EITHER PARTY'S RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF, AND THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS.

16. Service Level Agreement; Support

Availability. MangoApps will use commercially reasonable efforts to make the Service available twenty-four (24) hours per day, seven (7) days a week, with a minimum uptime of ninety-nine and seven tenths percent (99.7%) measured monthly in the aggregate, with unscheduled outages not exceeding four (4) hours in the aggregate in any seven (7) day period. Availability excludes scheduled maintenance, beta and pilot offerings, and unscheduled downtime due to failures beyond MangoApps' reasonable control (such as Customer systems, local networks, or Internet connectivity).

Scheduled maintenance. Scheduled maintenance is conducted after normal business hours or on weekends, with at least five (5) days' prior notice of the exact date and time.

Service credits. Service credits are calculated as a percentage of the annual hosting charges paid by Customer (excluding one-time payments) and applied toward future MangoApps payments: monthly uptime less than 99.7% but at least 99.0% earns a 10% credit; less than 99.0% earns a 20% credit.

Support. Support is available through the dedicated support portal (where assigned), email to support@mangoapps.com, the online knowledge base at guides.mangoapps.com, and the in-app Help Center. Cases are prioritized P0–P3 with response and resolution targets per the support level (Standard or Priority) on the Order Form — for example, Priority support targets initial response in under 2 hours and resolution in under 12 hours for P0 issues; Standard support targets initial response in under 8 hours and resolution in under 24 hours for P0 issues. An escalation path through the assigned Support Specialist and Customer Success representative is available.

Releases. Major feature releases ship approximately every 3–4 months and maintenance releases every 4–6 weeks, typically deployed on weekends with release notes published in advance; critical fixes ship as expedited patches. Private-cloud customers receive feature releases approximately one week after the shared service.

17. Notices; Adding Users

Either party may give notice by email to the primary contact designated on the Order Form or by first-class mail or pre-paid post, either of which constitutes written notice. Customer may add Authorized Users during the term at the rates specified on the Order Form via email or other written request; MangoApps' written confirmation modifies the licensed user quantity. Added licenses are subject to this Agreement; no other term is modified by such a purchase.

18. General; Force Majeure

This Agreement is governed by Washington law and applicable United States federal law, without regard to conflict-of-law rules, and disputes arising out of or in connection with this Agreement or the Service are subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. The prevailing party in any dispute or suit, including appeals, is entitled to its costs and reasonable attorneys' fees. No joint venture, partnership, employment, agency, or exclusive relationship is created by this Agreement. Failure to enforce a right or provision is not a waiver. If any part of this Agreement is found illegal, unenforceable, or invalid, the remainder continues in full force and effect. Neither party is liable for delays or failure to perform due to causes beyond its reasonable control — including fire, explosion, flood or other natural catastrophe, governmental action, or labor difficulties — provided the delayed party promptly notifies the other, uses its best efforts to minimize the delay, and resumes performance as soon as practicable. This Agreement, together with the Order Forms and their exhibits and addenda, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, discussions, and agreements. The version of this Agreement published at the URL referenced on an Order Form as of the Order Form's date applies to that Order Form, unless the parties execute a negotiated agreement, in which case the negotiated agreement controls.

Questions about this Agreement: legal@mangoapps.com. Related documents: Data Processing Agreement (incorporated), Business Associate Agreement (executed separately for HIPAA covered entities), Terms of Service and Privacy Policy (website and self-serve use). The Adoption Guarantee, where included on an Order Form, provides a first-year termination right with reimbursement of remaining license fees.