Subscription Terms

These Subscription Terms (these "Terms") are published by Hall Donovan LLC ("HD") and govern access to and use of HD's subscription services. By executing an Order Form that references these Terms, the entity identified in the Order Form (the "Subscriber") agrees to be bound by these Terms as of the Order Form Effective Date. These Terms apply to any subscription service provided by HD under an Order Form.

1. The Service and Order Forms

1.1 Provision. HD provides Subscriber access to the subscription service described in the applicable Order Form (the "Service"), which HD hosts and operates on infrastructure of its choosing. Unless otherwise specified in the Order Form, HD covers all standard third-party service costs required to operate the Service, including cloud hosting, AI or LLM API usage, and standard data source subscriptions. Premium or Subscriber-specific data licenses, third-party integrations, or specialty services are scoped and priced separately.

1.2 Platform Improvements. During the Term, Subscriber receives at no additional cost all improvements, new features, and general releases that HD makes generally available for the Service. Subscriber-specific custom features outside the general roadmap are scoped separately at the rates specified in the Order Form.

1.3 Order Forms. Commercial terms — fees, initial term, service level tier, usage limits, and any special terms — are set forth in an ordering document executed by Subscriber (each, an "Order Form"), which may be titled "Order Form," "Proposal," or otherwise. Subscribers may execute additional Order Forms under these Terms. In the event of a conflict between these Terms and an Order Form, the Order Form controls with respect to the transaction it governs.

1.4 Subscriber Responsibilities. Subscriber will use the Service in accordance with these Terms and applicable law, maintain the accuracy and lawfulness of data submitted to the Service ("Subscriber Data"), and safeguard credentials issued to its personnel.

2. Fees and Payment

2.1 Fees. Subscriber pays the fees set forth in the Order Form ("Fees"). Unless otherwise stated, HD invoices monthly in advance and invoices are due net 15 days from the invoice date. All Fees are non-refundable except as expressly provided. Amounts not paid when due bear interest at 1.5% per month or the maximum rate permitted by law, whichever is less; HD may suspend the Service if payment is more than 30 days past due.

2.2 Fee Adjustments. HD may adjust Fees on 60 days' prior written notice. If Subscriber does not accept the adjustment, Subscriber may terminate the affected Order Form effective as of the proposed adjustment date. Fee adjustments do not take effect during the Initial Term (as defined in the Order Form).

2.3 Taxes. Fees are exclusive of taxes. Subscriber is responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes based on HD's net income.

3. Term and Termination

3.1 Term. Each Order Form has an Initial Term as specified therein and, unless otherwise stated, continues month-to-month after the Initial Term until terminated. These Terms remain in effect for as long as any Order Form remains in effect.

3.2 Termination. Either party may terminate any Order Form (a) for the other party's material breach not cured within 30 days of written notice (10 days for non-payment); (b) upon the other party's insolvency, bankruptcy, or general assignment for the benefit of creditors; or (c) for convenience after the Initial Term of the Order Form, on 30 days' prior written notice.

3.3 Effect of Termination. Upon termination, Subscriber's access to the Service ceases, and Subscriber pays all Fees accrued through the effective date of termination. HD will make Subscriber Data available for export in a standard format for 30 days following termination and will delete Subscriber Data from production systems within 90 days thereafter, except as required to be retained by law or in routine backup systems from which restoration is impracticable. Sections 2, 4, 5, 6, 8, and 9 survive termination.

4. Data

4.1 Ownership. As between the parties, Subscriber owns all Subscriber Data and grants HD a limited license to use Subscriber Data solely as necessary to provide the Service, address technical problems, or comply with law.

4.2 Aggregate Data. HD may generate and use de-identified, aggregated data derived from usage of the Service — including performance metrics, usage patterns, and quality signals — for its business purposes, including improving the Service, benchmarking, and training models ("Aggregate Data"). Aggregate Data does not identify Subscriber or Subscriber Data.

4.3 Security. HD will maintain reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, or disclosure, consistent with industry standards for services of a similar nature.

5. Intellectual Property

5.1 HD Ownership. HD owns all right, title, and interest in the Service, including all software, platform code, algorithms, models, user interfaces, and documentation, together with all improvements and derivative works and all intellectual property rights therein.

5.2 Subscription Right and Restrictions. During the Term, HD grants Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Subscriber's internal business purposes, including the production and distribution of outputs contemplated by the Service. This is a right of access only. Subscriber will not (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) resell, sublicense, rent, or lease the Service, other than the resale of outputs produced through Subscriber's authorized use; (d) remove proprietary notices; or (e) use the Service to build a competing product.

5.3 Feedback and Publicity. HD may use, without restriction and without obligation to Subscriber, any feedback or suggestions Subscriber provides regarding the Service. HD may include Subscriber's name and logo on HD's customer list and website; other publicity requires Subscriber's prior consent.

6. Confidentiality

Each party will protect the other's non-public information ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and limit disclosure to personnel and contractors with a need to know who are bound by comparable obligations. Confidentiality does not apply to information that is or becomes public through no fault of the receiving party, was independently developed without use of the disclosing party's Confidential Information, or was rightfully received from a third party without confidentiality obligations. If compelled by law to disclose, the receiving party will give prompt notice and reasonably cooperate to limit disclosure.

7. Service Levels

HD will meet the availability target and support commitments specified in the Order Form. If HD fails to meet the availability target in a given month, Subscriber may claim service credits as specified in the Order Form; service credits are Subscriber's sole and exclusive remedy for missed service levels. The availability target does not apply to unavailability caused by scheduled maintenance, emergency security or stability maintenance, force majeure, third-party service outages outside HD's reasonable control (including upstream cloud infrastructure and third-party APIs), Subscriber's misuse of the Service, or suspension for non-payment.

8. Warranties and Liability

8.1 Service Warranty. HD warrants that the Service will materially conform to the description in the applicable Order Form and be provided in a professional manner consistent with industry standards for similar services. Subscriber's sole remedy for breach of this warranty is, at HD's option, correction of the non-conformity or termination of the affected Order Form and refund of prepaid Fees for the unused portion of the Term.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." HD DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIRD-PARTY CONTENT ACCESSED THROUGH THE SERVICE IS ACCURATE OR COMPLETE.

8.3 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY SUBSCRIBER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO SUBSCRIBER'S PAYMENT OBLIGATIONS, BREACH OF CONFIDENTIALITY (EXCEPT THAT CONSEQUENTIAL DAMAGES REMAIN EXCLUDED), OR WILLFUL MISCONDUCT.

9. General

9.1 Governing Law and Venue. These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles. Any action arising out of these Terms will be brought exclusively in the state or federal courts located in Austin, Texas, and each party consents to personal jurisdiction there.

9.2 Notices. Notices to Subscriber may be delivered by email to the notice contact set forth in the Order Form. Notices to HD must be delivered by email to legal@halldonovan.com or by nationally recognized overnight courier to HD's principal place of business, attention Principal.

9.3 Assignment. Neither party may assign an Order Form or its rights under these Terms without the other's prior written consent, except that either party may assign without consent to a successor in a merger, acquisition, or sale of substantially all its assets, provided the successor assumes all obligations hereunder.

9.4 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

9.5 Non-Solicitation. During the Term and for one year thereafter, neither party will solicit for employment personnel of the other directly involved in the performance of the affected Order Form, without the other's consent. General solicitations and hires resulting from them are permitted.

9.6 Updates to These Terms. HD may update these Terms from time to time. Material changes will be communicated to Subscriber in writing (email to the notice contact in the Order Form is sufficient) at least 30 days before taking effect. If Subscriber does not accept a material update, Subscriber may terminate the affected Order Form effective as of the update effective date by providing written notice at least 15 days prior. Continued access to the Service after the update effective date constitutes acceptance of the updated Terms. Non-material updates (formatting, clarifications, correction of typographical errors) may be made without notice.

9.7 Miscellaneous. These Terms, together with all Order Forms executed by Subscriber, constitute the entire agreement between HD and Subscriber on this subject and supersede all prior discussions except as expressly preserved in an Order Form or written amendment. Amendments to an Order Form require a writing signed by both parties. Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be reformed to the minimum extent necessary while preserving intent, and the remainder of these Terms remains in effect. The parties are independent contractors. Order Forms may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.