This SaaS Subscription Agreement ("Agreement") is entered into by and between HeyMary, Inc. ("HeyMary," "we," "our," or "us") and the entity or individual agreeing to these terms ("Customer," "you," or "your"). By accessing or using our services, you agree to be bound by this Agreement. If you do not agree, you may not use our services. 1. Services 1.1 Access to Services HeyMary provides a software-as-a-service ("SaaS") platform for loyalty and messaging ("Services"). Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, limited license to access and use the Services during the Term. 1.2 Modifications HeyMary reserves the right to modify the Services at any time. Such modifications may include enhancements, updates, or discontinuations of specific features. We will notify you of material changes where required by law. 2. Subscription and Payment 2.1 Subscription Fees You agree to pay all subscription fees ("Fees") in accordance with the pricing and payment terms outlined in your order form or subscription plan. Fees are non-refundable unless expressly stated otherwise. 2.2 Payment Terms Fees are due in advance and will be billed automatically on a recurring basis (monthly or annually) unless otherwise agreed. Payments must be made via the methods specified by HeyMary. Late payments may incur interest at the rate of 20% per month or the maximum amount permitted by law. 2.3 Taxes You are responsible for all taxes, duties, and other governmental assessments associated with your use of the Services, excluding taxes based on HeyMary’s income. 3. Term and Termination 3.1 Term This Agreement begins on the date you first access the Services and continues until terminated ("Term"). 3.2 Termination by HeyMary We may suspend or terminate your access to the Services immediately if: You breach this Agreement. You fail to pay Fees when due. Your use of the Services violates applicable laws or HeyMary’s policies. 3.3 Termination by Customer You may terminate your subscription by providing 30 days’ written notice. Termination will not relieve you of your obligation to pay any Fees due before the termination date. 3.4 Effect of Termination Upon termination, your access to the Services will cease, and all amounts owed to HeyMary will become immediately due. HeyMary is not responsible for retaining or providing access to your data after termination. 4. Customer Responsibilities 4.1 Compliance You agree to use the Services in compliance with all applicable laws and regulations. You are solely responsible for ensuring that your use of the Services is lawful. 4.2 Account Security You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. 4.3 Prohibited Uses You may not: Use the Services to send unsolicited communications (spam). Use the Services in connection with illegal activities, including any industries where such use is unlawful. Reverse-engineer, modify, or create derivative works of the Services. 5. Intellectual Property 5.1 Ownership All intellectual property rights in the Services, including but not limited to software, content, and trademarks, are owned by HeyMary or its licensors. You acquire no ownership rights under this Agreement. 5.2 Feedback Any suggestions, ideas, or feedback you provide regarding the Services may be used by HeyMary without obligation or compensation to you. 6. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: HEYMARY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. HEYMARY’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO HEYMARY IN THE SIX (6) MONTHS PRECEDING THE CLAIM. 7. Indemnification You agree to indemnify, defend, and hold harmless HeyMary, its affiliates, officers, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: Your breach of this Agreement. Your use of the Services in violation of applicable laws or regulations. Any content or data you upload to the Services. 8. Confidentiality Each party agrees to maintain the confidentiality of the other party’s non-public information disclosed in connection with this Agreement and to use such information only as necessary to fulfill its obligations under this Agreement. 9. Force Majeure HeyMary is not liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, or interruptions in telecommunications or internet services. 10. Governing Law and Dispute Resolution This Agreement is governed by the laws of the State of [Insert State], without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [Insert City, State]. 11. Miscellaneous 11.1 Arbitration Clause All disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in [Insert City, State], and the decision of the arbitrator shall be final and binding. 11.2 Entire Agreement This Agreement constitutes the entire understanding between you and HeyMary regarding the Services and supersedes all prior agreements. 11.3 Amendments HeyMary may update this Agreement from time to time. Changes will be effective upon posting the updated Agreement on our website. Your continued use of the Services constitutes acceptance of the revised Agreement. 11.4 No Waiver The failure of HeyMary to enforce any provision of this Agreement shall not constitute a waiver of that provision. 11.5 Severability If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 11.6 Use of Aggregated Data HeyMary may use aggregated, anonymized customer data for analytics, research, and service improvements. Such data will not identify you or your customers. 11.7 Export Controls You are solely responsible for complying with any export controls and trade restrictions applicable to your use of the Services. 11.8 Data Security Liability HeyMary is not responsible for any data breaches arising from your negligence or third-party actions. 12. Contact Information For any questions regarding this Agreement, please contact: HeyMary, Inc. Email: accounts@heymary.ai