ViaVela Software Subscription Agreement (SaaS) — US

DRAFT — for U.S. (Nebraska) counsel review. Not legal advice and not final. Have a licensed Nebraska attorney review before publishing or signing. Fill in bracketed […] items. This is the post-pilot, paid agreement between ViaVela and a business ("Customer"). For the pilot, use the Pilot Agreement. Company master (2026-09-05). Product-specific terms are supplied by the Product Schedule named in the Order; jurisdiction riders (Puerto Rico) are applied by jurisdictions/PR.md. Attorney review required before use.

Last updated: 2026-07-10

This Subscription Agreement ("Agreement") is between ViaVela Solutions LLC, a Nebraska limited liability company, with a mailing address of P.O. Box 13001, Offutt AFB, NE 68113 ("ViaVela"), and the customer identified in an Order ("Customer"), effective on the first Order's date.

1. Definitions

• Software / Platform: the ViaVela application(s) identified in the Product Schedule named in the Order, plus the hosted relay/sync services.

For Venustas, the Software / Platform is ViaVela's POS/back-office app, technician app, and client booking/self-checkout portal.

• Order: an order form, online sign-up, or Exhibit identifying the Plan, locations, term, and fees.
• Plan: the subscription tier or pricing unit described in the Order.

For Venustas, the Plans are the subscription tiers Solo, Team, Studio Pro, and Multi-location, each defining enabled features and limits.

• "Unlimited" staff (fair-capacity definition): where any Plan, offer, or description refers to "unlimited" staff or technicians, the fair-capacity definition and threshold that gives "unlimited" contractual meaning is set out in the Product Schedule.

"unlimited" means Customer may create up to three hundred (300) technician accounts per licensed location within any rolling twelve (12) month period. This threshold is set deliberately above the hiring volume of any single Business location operating in the ordinary course — including complete annual staff turnover at the largest locations — and exists solely to prevent abuse such as account resale, credential sharing across separate businesses, or consolidating multiple locations under one license. Approaching or reaching the threshold prompts a capacity review with ViaVela and, where appropriate, written approval of additional capacity; it does not interrupt ordinary operation at the licensed location.

• Customer Data: data Customer or its users submit to the Platform.

2. License & access

2.1 Subject to payment and this Agreement, ViaVela grants Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Term for Customer's internal business operations, for the Plan, location(s), and limits stated in the Order. 2.2 Plan gating. Features and usage limits are determined by the Plan and enforced by the Platform's licensing system. Exceeding limits or a lapsed/expired license may restrict features as described in the Documentation. 2.3 The Software is licensed, not sold. ViaVela and its licensors retain all IP rights. 2.4 Restrictions. Customer shall not (a) copy, modify, or create derivative works; (b) reverse engineer or attempt to derive source code, except as permitted by law; (c) resell, sublicense, or provide the Platform as a service bureau to third parties; (d) remove proprietary notices; or (e) use the Platform in violation of law.

3. Fees & payment

3.1 Billing cadence and pricing. Customer's fees, billing cadence, and pricing structure are stated in the Order per the pricing model described in the Product Schedule. Rates are stated in ViaVela's published pricing schedule and recorded in the Order; they are not derived from a percentage markup. The Initial Term matches the selected cadence, and the fee for that Term is due as stated in the Order.

Customer selects a Plan and a billing cadence in the Order:

• Annual — paid upfront for a 12-month Term, at the published annual rate for the selected Plan;
• Monthly — paid for a 1-month Term, at the published monthly rate for the selected Plan.

The annual rate for each Plan is set at ten (10) times that Plan's monthly rate, so an annual Term is priced as twelve months of service for the cost of ten.

3.2 Fees are non-refundable except as expressly provided in this Agreement. 3.3 Late amounts accrue interest at the lower of 1.5%/month or the legal maximum. ViaVela may suspend access for non-payment after 10 days' written notice. 3.4 Taxes. Fees exclude taxes; Customer is responsible for applicable sales, use, and similar taxes on the subscription (excluding ViaVela's income taxes). 3.5 Third-party services (e.g., payment processing) are billed by their providers and are not included in the subscription.

Where SMS messaging is offered in the future, it will likewise be billed separately and identified in the Order only once available; it is not an active feature as of this Agreement's Last-updated date.

4. Term, renewal, termination

4.1 Renewal. Each Term stated in the Order auto-renews for a like period at the then-current rate unless either Party gives written notice of non-renewal at least 30 days before the renewal date. 4.2 Termination for cause. Either Party may terminate for the other's material breach if uncured 30 days after written notice describing the breach. 4.3 Cancellation. Customer may decline renewal by giving the 30-day notice described in 4.1; cancellation is effective at the end of the then-current Term. Fees already paid for the current Term are non-refundable (Section 3.2); ViaVela does not prorate a mid-Term cancellation. 4.4 On termination or expiration: access ends; Customer may export Customer Data for 30 days; ViaVela then deletes it per Section 6 and its retention practices.

5. Customer responsibilities

Customer is responsible for: its account credentials and users; the accuracy and legality of Customer Data; obtaining client/staff consents (including for the liability-waiver feature and messaging); configuring its tax jurisdiction; and complying with applicable law, including consumer-protection, employment, tax, and privacy laws of the United States and the states in which it operates.

6. Data & security

6.1 As between the Parties, Customer owns Customer Data. Customer grants ViaVela the right to host and process Customer Data to provide the Platform and as set out in the Privacy Policy. 6.2 ViaVela maintains administrative, technical, and physical safeguards designed to protect Customer Data, aligned with NIST guidance (encryption in transit, access controls, audit logs). This is a security posture description, not a compliance certification. 6.3 ViaVela may use aggregated, de-identified data that does not identify Customer or any individual to operate and improve the Platform.

7. Money handling, tax & advice disclaimers

The Platform records the Business's operational and financial figures (as described in the Product Schedule), and produces tax-obligation estimates, for convenience only. ViaVela is not a payment processor, accountant, payroll provider, or tax/legal advisor. Customer's CPA and counsel remain responsible for actual filings, payroll, and compliance. Cash and other manual, non-card tenders are recorded as manual tenders in the Platform; Customer is responsible for collection, reconciliation, and remittance of all amounts and applicable taxes. Where Customer enables card processing, card payments are handled by the payment processor on a processor-hosted basis — ViaVela never stores full card numbers or CVV.

8. Warranties & disclaimer

8.1 Each Party warrants it has authority to enter this Agreement. 8.2 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." VIAVELA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY TAX/FINANCIAL FIGURE IS CORRECT.

9. Limitation of liability

EXCLUDING EACH PARTY'S CONFIDENTIALITY AND INDEMNITY OBLIGATIONS AND CUSTOMER'S PAYMENT OBLIGATIONS: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS; AND (b) EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM.

10. Indemnification

10.1 ViaVela will defend Customer against third-party claims that the Platform infringes a U.S. intellectual-property right, and pay resulting damages finally awarded, excluding claims arising from Customer Data, misuse, or combination with non-ViaVela items. 10.2 Customer will defend ViaVela against claims arising from Customer Data, Customer's services to its clients, or Customer's breach of law or this Agreement.

11. Confidentiality

Each Party will protect the other's non-public information with reasonable care and use it only to perform under this Agreement. Survives 3 years.

12. General

12.1 Governing law: State of Nebraska, excluding conflict-of-laws rules. 12.2 Venue / disputes: state or federal courts located in Sarpy County, Nebraska (confirm county with counsel), and each Party irrevocably consents to personal jurisdiction there. 12.3 Assignment: no assignment without consent, except to an affiliate or successor. 12.4 Force majeure; notices; entire agreement; severability; no waiver; independent contractors — standard clauses apply; counsel to confirm specific language. 12.5 Order of precedence: an Order controls over this Agreement for conflicts specific to that Order.

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Order Form (Exhibit)

• Customer: [CUSTOMER LEGAL NAME, ADDRESS — fill at signing]
• Plan: [ ] — see the Product Schedule for the Customer's Plan/pricing-unit options]
• Billing cadence (selects the Term per Section 3.1): [ ] — see the Product Schedule for the cadence options]
• Locations: [___] Seats/limits: per the selected plan (see ViaVela pricing schedule)
• Effective per-month fee: [$___ /mo] Total upfront: [$___ for the full term]
• Start: [date — fill at signing] Renewal date: [date — fill at signing]
• Enabled add-ons / third-party services: [ ] — see the Product Schedule for available add-ons]

• Plan: [ ] Solo [ ] Team [ ] Studio Pro [ ] Multi-location

Enabled add-ons / third-party services: [ ] Stripe card processing [ ] other: ___ (SMS messaging is not currently available and is not offered as an add-on.)

ViaVela Solutions LLC: ____________________ Date: ______ Customer: ____________________ Date: ______

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