SaaS Subscription Agreement

This SaaS Subscription Agreement ("Agreement") is entered into between Tactically Safe LLC ("TacSafe") and the entity identified on an Order Form ("Customer"). This Agreement is effective on the date of the first Order Form referencing it or the date signed below, whichever occurs first.

1. Orders and access

TacSafe will provide Customer access to the subscribed modules, seats, projects, limits, and features identified in each Order Form. Customer may permit its employees and contractors to use the Service solely for Customer's internal business operations. Customer is responsible for its authorized users and for maintaining accurate administrator assignments.

2. Fees, billing, and taxes

Customer will pay fees stated in each Order Form. Unless an Order Form states otherwise, invoiced amounts are due within 30 days and recurring card or ACH charges may be collected on the stated billing schedule. Overdue undisputed amounts may accrue the lesser of 1.5% per month or the maximum rate allowed by law. Customer is responsible for applicable transaction taxes other than taxes on TacSafe net income.

3. Customer Content and instructions

Customer owns Customer Content and instructs TacSafe to process it only to provide, secure, support, maintain, and improve the functional delivery of the Service, and as otherwise required by law. Customer is responsible for the legality, accuracy, and quality of Customer Content and for notices and permissions required for employee, contractor, or project records.

4. Data protection

The Data Processing Addendum attached to or incorporated into this Agreement applies when TacSafe processes Personal Data on Customer's behalf. If Customer is subject to a law requiring additional processor terms, the parties will reasonably cooperate to execute an appropriate addendum.

5. Security

TacSafe will maintain administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, acquisition, alteration, or disclosure. TacSafe may update safeguards as technology and risk evolve, provided it does not materially reduce the overall security of the Service during a paid subscription term.

6. Confidentiality

Each party ("Recipient") will use the other party's Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. Recipient may disclose Confidential Information to personnel and contractors with a need to know and confidentiality obligations. The obligation survives for five years after disclosure, and trade secrets remain protected while they qualify as trade secrets under applicable law.

7. AI and safety-related features

AI-assisted output is advisory and requires qualified human review. Customer remains responsible for workplace safety, inspections, competent-person responsibilities, emergency procedures, personnel decisions, and compliance with OSHA and other applicable laws. TacSafe does not warrant that AI features will identify every hazard or that use of the Service will establish regulatory compliance.

Customer will not use TacSafe AI Output as the sole basis for hiring, firing, discipline, compensation, assignment, eligibility, medical, or other legally significant personnel decisions.

8. Restrictions

Customer will not resell, sublicense, reverse engineer except as permitted by law, defeat security controls, access another tenant, conduct destructive testing, use the Service unlawfully, or use the Service in violation of the Acceptable Use Policy.

9. Intellectual property

TacSafe owns the Service and related intellectual property. Customer owns Customer Content. No rights are granted except those expressly stated. Customer grants TacSafe a right to use feedback without restriction, provided TacSafe does not identify Customer or disclose Customer Confidential Information in doing so.

10. Availability and support

The Service Level Agreement in Exhibit A applies to paid production subscriptions unless the Order Form states otherwise. Beta, preview, evaluation, and free services are excluded from the SLA.

11. Warranties

TacSafe warrants that during a paid subscription term the Service will materially conform to its then-current documentation when used as authorized. Customer's exclusive remedy for breach of this warranty is for TacSafe to use commercially reasonable efforts to correct the nonconformity or, if TacSafe cannot do so, terminate the affected Order Form and refund prepaid fees for the unused portion of the terminated term.

12. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE, AI OUTPUT, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TACSAFE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. TACSAFE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL HAZARDS WILL BE DETECTED, OR THAT USE OF THE SERVICE WILL SATISFY CUSTOMER'S LEGAL OR REGULATORY OBLIGATIONS.

13. Indemnification

13.1 TacSafe IP indemnity

TacSafe will defend Customer against a third-party claim that Customer's authorized use of the paid Service infringes a United States patent, copyright, or trademark, and will pay finally awarded damages or settlements approved by TacSafe. TacSafe has no obligation for claims caused by Customer Content, unauthorized modification, combination with items not supplied by TacSafe, continued use after notice, or use outside this Agreement. TacSafe may modify, replace, obtain rights for, or terminate the affected Service and refund prepaid unused fees.

13.2 Customer indemnity

Customer will defend TacSafe from third-party claims arising from Customer Content, Customer's unlawful or unauthorized use, Customer's violation of third-party rights, or Customer's workplace or personnel decisions, except to the extent caused by TacSafe's breach of this Agreement.

13.3 Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party control of the defense and settlement, except no settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

14. Limitation of liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR CUSTOMER PAYMENT OBLIGATIONS, EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS WILL NOT EXCEED TWO TIMES THAT AMOUNT.

15. Term and termination

This Agreement continues while an Order Form is in effect. Either party may terminate an Order Form for uncured material breach after 30 days' written notice, or immediately if the other party ceases business or enters insolvency proceedings not dismissed within 60 days. Customer remains responsible for accrued fees through termination.

After expiration or termination, the affected Customer workspace may be placed in restricted archive status for 30 days. After that period, Customer Content will be scheduled for permanent deletion from production and primary storage, subject to legal holds and routine backup expiration. Customer should export required records before the end of the archive period.

16. Suspension

TacSafe may suspend access to address a material security threat, unlawful use, breach of the Acceptable Use Policy, or undisputed overdue payment. TacSafe will use reasonable efforts to limit suspension to the affected users or functions and restore access after the issue is resolved.

17. Publicity

Neither party may use the other party's name or logo in public marketing without written permission, except TacSafe may identify Customer in a private customer list used for internal business administration.

18. General

This Agreement is governed by the laws of the State of Nebraska, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Lancaster County, Nebraska. Neither party may assign this Agreement without the other's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement. Neither party is liable for delay caused by events beyond its reasonable control. This Agreement, Order Forms, incorporated policies, and DPA are the complete agreement concerning the Service and supersede prior proposals on the same subject. Amendments must be in writing or accepted through an authorized electronic process.

Nebraska formation and electronic acceptance. Tactically Safe LLC is organized under Nebraska law. Click-to-accept and other electronic records used to form or evidence this Agreement are intended to be enforceable under the Nebraska Uniform Electronic Transactions Act and applicable federal e-sign law. Nothing in this Agreement waives non-waivable rights under the Nebraska Consumer Protection Act to the extent that Act applies.

19. Notices

Legal notices to TacSafe must be sent to Legal@tacsafe.app. Notices to Customer may be sent to the account owner, billing contact, or address on the Order Form.

1. Availability commitment

For paid production subscriptions covered by this SLA, TacSafe targets 99.5% Monthly Uptime Percentage for the core production application.

2. Monthly Uptime Percentage

Monthly Uptime Percentage = 100% minus the percentage of total minutes in the calendar month during which the core production application is unavailable, excluding Excluded Downtime.

3. Excluded Downtime

• Scheduled maintenance announced at least 24 hours in advance when reasonably practicable.
• Emergency maintenance required to address a material security, integrity, or availability risk.
• Customer systems, internet connectivity, unsupported browsers/devices, or Customer configuration.
• Third-party outages outside TacSafe reasonable control where TacSafe has implemented commercially reasonable architecture and mitigation.
• Force majeure events, attacks, or widespread internet or cloud-service failures beyond TacSafe reasonable control.
• Beta, preview, experimental, evaluation, or free features.

4. Service credits

Credits are Customer's exclusive monetary remedy for failure to meet the uptime commitment, must be requested within 30 days after the affected month, and are capped at 25% of the monthly fee for the affected Service. Credits are applied to future invoices and are not cash refunds unless required by law.

5. Support targets

Response targets are goals, not resolution guarantees. Support hours and channels may vary by Order Form and plan.