Subscription Agreement

This Subscription Agreement ("Agreement") is entered into between TenDigits Software Inc. ("TenDigits", "we", "us", or "our") and the company or other legal entity that subscribes to or uses the Service ("Customer", "you", or "your"). It governs Customer's access to and use of the SignalBox platform, applications, APIs, and related services (collectively, the "Service" or "SignalBox"). It is the default agreement that applies to all use of the Service, including self-serve subscriptions, unless a Negotiated Agreement is in place as described below.

Customer accepts this Agreement by indicating acceptance at sign-up (for example, by checking an acceptance box or clicking an accept button), by signing an Order Form that references this Agreement, or by accessing or using the Service. If you accept on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

If Customer and TenDigits enter into a Negotiated Agreement, or an Order Form that sets out negotiated terms, that Negotiated Agreement or Order Form governs and supersedes this Agreement to the extent of any conflict, for that Customer only. Absent a Negotiated Agreement, this Agreement governs.

This Agreement governs the paid and trial use of the SignalBox platform. General visitor use of the tendigits.com website is governed separately by our website Terms of Service. If there is a conflict between the two for use of the Service, this Agreement controls.

1. Definitions

"Order Form" means an ordering document, online order, or plan selection that references this Agreement and specifies the subscription, plan, usage limits, fees, billing period, and Subscription Term.

"Negotiated Agreement" means a separate written agreement covering the Service that is signed by both Customer and TenDigits, such as a negotiated master services or enterprise agreement.

"Subscription Term" means the period during which Customer is authorized to use the Service, as set out in the applicable Order Form, including any renewal periods.

"Users" means individuals whom Customer authorizes to use the Service, including Customer's employees, contractors, and agents.

"Customer Data" means all data, content, and information that Customer or its Users submit to the Service or that the Service processes on Customer's behalf, including email metadata and content, CRM records, relationship data, AI outputs, draft replies, settings, and integration credentials.

"Customer Personal Data" means personal data, personal information, or personally identifiable information contained in Customer Data that TenDigits processes on Customer's behalf, as further described in the DPA.

"DPA" means the Data Processing Addendum, which is incorporated into and forms part of this Agreement.

"Documentation" means TenDigits' then-current usage guides and policies for the Service made available through the Service or our website.

"Integrated Service" means a third-party service that Customer connects or instructs SignalBox to access, such as Google Workspace, Microsoft 365, HubSpot, LinkedIn, or a customer-provided AI provider.

"AI Features" means features of the Service that use artificial intelligence or machine learning to classify, summarize, extract, score, or generate content, including AI-assisted drafting.

2. The Agreement and Order Forms

This Agreement, together with any Negotiated Agreement, each Order Form, the DPA, the Acceptable Use Policy ("AUP"), the Security, Subprocessors & Integrated Services schedule, and the Privacy Policy, forms the entire agreement between the parties for the Service.

In the event of a conflict, the following order of precedence applies: (1) any Negotiated Agreement between the parties; (2) the applicable Order Form for its specific commercial terms; (3) the DPA, which controls for the processing of Customer Personal Data; (4) this Agreement; and (5) the AUP, Subprocessors schedule, Privacy Policy, and Documentation.

3. Access and Use

3.1 Provision of the Service

Subject to this Agreement and payment of applicable fees, TenDigits will make the Service available to Customer during the Subscription Term in accordance with the applicable Order Form and Documentation.

3.2 Right to Use

TenDigits grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes and in accordance with this Agreement and the Documentation.

3.3 Users and Accounts

Customer is responsible for all activity that occurs under its accounts and for its Users' compliance with this Agreement. Customer must keep all credentials confidential, require its Users to do the same, and promptly notify TenDigits of any unauthorized access or use.

3.4 Acceptable Use

Customer's use of the Service is subject to the AUP. Customer will not, and will not permit its Users or any third party to: (a) use the Service in violation of the AUP or applicable law; (b) resell, sublicense, or make the Service available to third parties except as expressly permitted; (c) reverse engineer, decompile, or attempt to derive source code, except to the extent applicable law prohibits this restriction; (d) interfere with or disrupt the integrity or performance of the Service; (e) access the Service to build a competing product or to benchmark without our prior written consent; or (f) introduce malicious code or attempt to gain unauthorized access to the Service or its related systems.

3.5 Usage Limits

Use of the Service may be subject to plan limits, quotas, and fair-use thresholds set out in the applicable Order Form, plan description, or Documentation, including limits on mailboxes, processed messages, API requests, and storage. TenDigits may apply overage charges or capacity restrictions for use that materially exceeds those limits, consistent with the Order Form and the AUP.

4. Customer Responsibilities

Customer is responsible for: (a) obtaining and maintaining any consents, authorizations, and lawful bases required to connect mailboxes, CRM systems, and other Integrated Services to the Service and to have SignalBox process Customer Data, including providing any notices required to its own users, customers, prospects, employees, contractors, and other data subjects; (b) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it; (c) compliance with all laws applicable to Customer's use of the Service, including Canada's Anti-Spam Legislation (CASL), privacy and data protection laws, and email and marketing regulations; and (d) the configuration of its Integrated Services, scopes, and retention settings.

5. Customer Data and Ownership

5.1 Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. This Agreement does not grant TenDigits any rights to Customer Data except the limited rights expressly stated here.

5.2 License to Provide the Service

Customer grants TenDigits a worldwide, limited license to host, copy, process, transmit, and display Customer Data, and to create and process AI outputs derived from Customer Data, in each case only as necessary to provide, secure, support, and improve the Service in accordance with this Agreement, the DPA, and Customer's instructions. This license ends when Customer Data is deleted from the Service, except as permitted by the DPA for limited retention.

5.3 Aggregated and De-identified Data

TenDigits may generate and use aggregated or de-identified data that does not identify Customer, any User, or any individual to operate, secure, analyze, and improve the Service. TenDigits will not disclose such data in a form that identifies Customer or any individual.

5.4 Data Protection

TenDigits' processing of Customer Personal Data is governed by the DPA. The Privacy Policy describes TenDigits' processing of limited business operations data for which TenDigits acts as an independent controller.

6. Integrated Services

The Service interoperates with Integrated Services such as Google, Microsoft, HubSpot, LinkedIn, and customer-provided AI providers. Customer authorizes and directs TenDigits to access those services under Customer's own tenant, portal, account, OAuth consent, admin consent, or configuration. Customer's use of an Integrated Service is governed by Customer's agreement with that provider, and TenDigits is not responsible for any Integrated Service or for any act or omission of its provider. If an Integrated Service stops making functionality available to the Service, TenDigits may cease providing the affected feature without liability.

7. AI Features

AI Features may use TenDigits-selected providers such as OpenAI or Anthropic, or a customer-configured AI provider. TenDigits sends only the context needed for the enabled feature. TenDigits does not permit its AI subprocessors to use Customer Personal Data to train their general models unless Customer separately enables or instructs that use. Where Customer uses its own AI provider account or API key, Customer is responsible for that provider relationship and settings.

AI outputs are probabilistic and provided for informational purposes only. TenDigits does not warrant that AI outputs are accurate, complete, or suitable for any particular purpose, and Customer is responsible for reviewing AI outputs before relying on them. Customer can disable AI-assisted drafting and disconnect integrations; some non-drafting classification and signal features may still require temporary processing of message content to provide the Service.

8. Fees and Payment

Customer will pay all fees specified in the applicable Order Form. Except as otherwise stated, fees are based on the plan and usage selected, are payable in advance, and are non-refundable except as expressly provided in this Agreement. The currency, billing period, and payment method are as set out in the Order Form. Unless stated otherwise, fees do not include taxes, and Customer is responsible for all applicable sales, use, GST/HST, VAT, and similar taxes, excluding taxes on TenDigits' net income.

If any undisputed amount is overdue, TenDigits may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend the Service on reasonable notice until payment is made. TenDigits may change fees effective upon renewal by providing notice before the end of the then-current Subscription Term.

9. Free Trials and Beta Features

TenDigits may offer free trials, free tiers, or beta or early-access features. These are provided "as is", without warranty or indemnity of any kind, may be changed or discontinued at any time, and may be subject to additional terms. To the maximum extent permitted by law, TenDigits will have no liability arising from or related to free trials or beta features.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including the Service, pricing, roadmaps, security information, and Customer Data. The receiving party will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care), use Confidential Information only to perform under this Agreement, and not disclose it except to personnel and advisors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public without breach, was lawfully known without obligation of confidentiality, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where legally permitted.

11. Intellectual Property

TenDigits and its licensors own and retain all right, title, and interest in and to the Service, including all software, models, algorithms, documentation, and the trademarks and branding associated with SignalBox and TenDigits. No rights are granted to Customer other than as expressly set out in this Agreement. If Customer provides feedback or suggestions, TenDigits may use them without restriction or obligation, and Customer grants TenDigits a perpetual, irrevocable, royalty-free license to use such feedback to improve the Service.

12. Security

TenDigits will maintain technical and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration, loss, and destruction, as described in the DPA and the Security, Subprocessors & Integrated Services schedule. TenDigits will notify Customer of a Personal Data Breach in accordance with the DPA.

13. Warranties and Disclaimers

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. TenDigits warrants that it will provide the Service in a professional and workmanlike manner consistent with the Documentation.

Except as expressly stated in this Agreement, the Service is provided "as is" and "as available". To the maximum extent permitted by law, TenDigits disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, error-free, or secure, or that AI outputs will be accurate or complete.

14. Indemnification

14.1 By TenDigits

TenDigits will defend Customer against any third-party claim alleging that the Service, when used as permitted under this Agreement, infringes that third party's intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. TenDigits has no obligation for claims arising from Customer Data, Integrated Services, use of the Service in violation of this Agreement, or modifications not made by TenDigits. If the Service becomes, or TenDigits believes it may become, the subject of an infringement claim, TenDigits may procure the right to continue using it, modify it, or terminate the affected subscription and refund prepaid, unused fees.

14.2 By Customer

Customer will defend TenDigits against any third-party claim arising from Customer Data, Customer's use of the Service in violation of this Agreement or the AUP, or Customer's violation of applicable law, and will indemnify TenDigits for amounts finally awarded or agreed in settlement.

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 may impose a non-monetary obligation or admission on the indemnified party without consent), and provide reasonable cooperation.

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.

Except for liability that cannot be limited under applicable law, each party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer for the Service in the twelve (12) months preceding the event giving rise to the liability. These limitations do not apply to Customer's payment obligations, a party's indemnification obligations, breach of confidentiality, or liability arising from a party's gross negligence, willful misconduct, or fraud.

16. Term and Termination

16.1 Term

This Agreement begins on the earlier of Customer's acceptance or first use of the Service and continues until all Subscription Terms have expired or been terminated. Each subscription continues for the Subscription Term in the applicable Order Form and, unless the Order Form states otherwise or either party gives notice of non-renewal before the end of the current term, renews for successive periods equal to the prior term.

16.2 Termination for Cause

Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

16.3 Suspension

TenDigits may suspend Customer's access to the Service, in whole or in part, if Customer's use poses a security risk, may adversely affect the Service or other customers, violates the AUP or applicable law, or if Customer's payment is overdue. TenDigits will use reasonable efforts to give notice and to limit any suspension to what is necessary.

16.4 Effect of Termination

Upon expiration or termination, Customer's right to access the Service ends, and any unpaid fees for the remainder of a committed Subscription Term that was terminated by Customer for convenience or by TenDigits for cause become due. During the Subscription Term and for a limited period after termination as described in the DPA, Customer may export Customer Data using available product controls. TenDigits will delete Customer Data in accordance with the DPA, subject to limited retention permitted or required by law, security, billing, dispute, or backup expiration. Deletion of Customer Data from the Service does not delete data from Customer-controlled Integrated Services except where the Service offers and Customer selects a specific cleanup action.

17. Modifications

TenDigits may update the Service from time to time, including adding, changing, or discontinuing features, provided it does not materially reduce the core functionality of a paid subscription during a Subscription Term. TenDigits may modify this Agreement by posting a revised version and providing reasonable notice through the Service, the website, email, or another reasonable channel. Changes are effective at the start of the next renewal or as otherwise stated, and Customer's continued use of the Service after the effective date constitutes acceptance. If a change materially and adversely affects Customer, Customer's exclusive remedy is to terminate the affected subscription before the change takes effect.

18. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably submit to the exclusive jurisdiction of the courts located in British Columbia, Canada for any dispute arising out of or relating to this Agreement, subject to either party's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The parties will first attempt in good faith to resolve any dispute informally before initiating proceedings.

19. General

Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, government action, network or utility failures, or Integrated Service outages.

Notices. Notices must be in writing and are deemed given when sent to the contact or billing address on the Order Form or account, or, to TenDigits, by email to hello@tendigits.com.

Relationship. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship.

Export and Sanctions. Each party will comply with applicable export control and economic sanctions laws. Customer represents that it is not subject to such sanctions and will not use the Service in violation of those laws.

Severability and Waiver. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. A party's failure to enforce a provision is not a waiver of its right to do so later.

Survival. Provisions that by their nature should survive termination will survive, including those on fees, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, and governing law.

Entire Agreement. This Agreement, together with the Order Forms and the documents incorporated by reference, is the entire agreement between the parties for the Service and supersedes all prior or contemporaneous agreements on the subject.

20. Contact

For questions about this Agreement, contact us at hello@tendigits.com.