RadonLogix

This Software-as-a-Service Agreement (“Agreement”) is entered into as of the effective date above between Rn86 Solutions, LLC, doing business as RadonLogix (“Provider”), and the Client identified above (“Client”). By signing below or by accessing and using the RadonLogix platform, Client agrees to be bound by all terms and conditions of this Agreement.

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

• “Platform” means the RadonLogix cloud-based software application and all related tools, features, updates, documentation, and services provided by Provider under this Agreement.
• “Client Data” means all data, records, files, and information submitted to or processed through the Platform by Client or its Authorized Users.
• “Authorized Users” means employees, contractors, and agents of Client who are authorized by Client to access and use the Platform under Client’s account.
• “Subscription Term” means the period during which Client has an active subscription to the Platform, as set forth in the Parties table above.
• “Free Trial” means the fourteen (14) day period beginning on the Free Trial Start Date during which Client may access the Platform at no charge.
• “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

2. License and Access

2.1 Grant of License

Subject to the terms and conditions of this Agreement and Client’s timely payment of all applicable fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Client’s internal radon testing and mitigation business operations during the Subscription Term.

2.2 Authorized Users

Client may permit its Authorized Users to access and use the Platform. Client is responsible for ensuring that all Authorized Users comply with the terms of this Agreement. Client shall promptly notify Provider of any unauthorized access or use of the Platform.

2.3 Restrictions

Client shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Platform
• Sell, resell, sublicense, transfer, assign, or otherwise make the Platform available to any third party
• Use the Platform to build or support a competitive product or service
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform
• Use the Platform in any manner that violates applicable law or infringes on the rights of any third party
• Attempt to gain unauthorized access to the Platform or its related systems or networks

3. Free Trial

Client is entitled to a free trial period of fourteen (14) days beginning on the Free Trial Start Date identified above. During the Free Trial, Client may access and use the Platform at no charge.

At the conclusion of the Free Trial, Client’s subscription will automatically convert to the paid Subscription Plan selected above unless Client provides written notice of cancellation prior to the Free Trial End Date. If Client cancels prior to the end of the Free Trial, no charges will be incurred.

Provider reserves the right to modify or discontinue the Free Trial offering at any time upon notice to Client.

4. Fees and Payment

4.1 Subscription Fees

Following the expiration of the Free Trial, Client agrees to pay the subscription fee set forth in the Parties table above. Fees are billed in advance on a monthly or annual basis, as selected by Client.

4.2 Billing and Payment

Provider will bill Client at the beginning of each billing cycle. Payment is due within fifteen (15) days of the invoice date. Provider accepts payment by credit card, ACH transfer, or other methods as made available by Provider from time to time. All fees are quoted and payable in U.S. dollars.

4.3 Late Payment

If Client fails to pay any undisputed fees when due, Provider may suspend Client’s access to the Platform upon ten (10) days’ written notice. Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.

4.4 Taxes

Fees do not include any applicable taxes, levies, duties, or similar governmental assessments. Client is responsible for paying all such taxes, excluding taxes based on Provider’s net income.

4.5 Fee Changes

Provider reserves the right to change subscription fees with at least thirty (30) days’ written notice to Client prior to the start of the next billing cycle. Client’s continued use of the Platform following the notice period constitutes acceptance of the updated fees.

5. Term and Termination

5.1 Term

This Agreement begins on the effective date above and continues for the initial Subscription Term. Unless otherwise terminated as set forth herein, monthly subscriptions renew automatically on a month-to-month basis and annual subscriptions renew automatically for successive one-year terms, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination by Client

Client may cancel its subscription at any time by providing thirty (30) days’ written notice to Provider at info@bentnailtn.com. For monthly subscribers, cancellation takes effect at the end of the then-current monthly billing period. For annual subscribers, cancellation takes effect at the end of the then-current annual term, subject to the pro-rated refund policy in Section 5.4.

5.3 Termination by Provider

Provider may terminate this Agreement or suspend Client’s access to the Platform immediately upon written notice if:

• Client materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice
• Client fails to pay undisputed fees and does not cure the non-payment within ten (10) days after written notice
• Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings
• Client uses the Platform in a manner that violates applicable law or poses a security risk to the Platform or other users

5.4 Refund Policy

Monthly subscribers are not entitled to refunds for any partial billing periods upon cancellation. Annual subscribers who cancel prior to the end of their annual term are entitled to a pro-rated refund for the unused portion of the prepaid annual subscription, calculated on a monthly basis, less any applicable setup or onboarding fees.

5.5 Effect of Termination

Upon termination or expiration: (a) all licenses granted to Client immediately terminate; (b) Client shall cease all use of the Platform; (c) Client Data will be retained for ninety (90) days for export; and (d) after ninety (90) days, Provider will permanently delete all Client Data. Provider has no obligation to retain Client Data after the retention period.

6. Client Data and Privacy

6.1 Ownership of Client Data

As between the parties, Client retains all right, title, and interest in and to Client Data. Provider claims no ownership interest in Client Data.

6.2 License to Client Data

Client grants Provider a limited, non-exclusive license to access, process, store, and use Client Data solely as necessary to provide the Platform services under this Agreement. Provider will not use Client Data for any other purpose without Client’s prior written consent.

6.3 Client Responsibilities for Data

Client represents and warrants that it has all rights, consents, and authorizations necessary to submit Client Data to the Platform. Client is solely responsible for the accuracy, quality, legality, and appropriateness of all Client Data.

6.4 Privacy

Provider’s collection and use of personal information is governed by the RadonLogix Privacy Policy, which is incorporated into this Agreement by reference. Client acknowledges that it has reviewed the RadonLogix Privacy Policy and agrees to its terms.

7. Onboarding and Support

7.1 Onboarding

Provider will assign a member of the Rn86 Solutions team to assist Client with initial setup and onboarding of the Platform, including account configuration, initial training, and guidance on Platform features.

7.2 Technical Support

Provider will make reasonable efforts to provide technical support during normal business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding holidays). Support requests may be submitted to info@bentnailtn.com. Provider will respond within two (2) business days.

7.3 Platform Updates

Provider may update, modify, or enhance the Platform from time to time at its sole discretion and will use reasonable efforts to notify Client of material changes in advance.

8. Service Availability

Provider will use commercially reasonable efforts to make the Platform available on a continuous basis. Client acknowledges that the Platform may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or causes beyond Provider’s reasonable control. Provider will use reasonable efforts to provide advance notice of scheduled maintenance.

Provider does not warrant that the Platform will be error-free or uninterrupted. Provider’s sole obligation is to use commercially reasonable efforts to restore access as promptly as practicable following any outage.

9. Confidentiality

Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or court order. Each party agrees to use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by applicable law, provided the receiving party gives prompt written notice.

Confidentiality obligations survive termination of this Agreement for three (3) years.

10. Intellectual Property

Provider owns and retains all right, title, and interest in and to the Platform, including all software, technology, interfaces, content, documentation, and intellectual property rights therein. Nothing in this Agreement transfers any ownership interest in the Platform to Client.

Client owns all right, title, and interest in and to Client Data. Nothing in this Agreement transfers any ownership interest in Client Data to Provider.

If Client provides feedback or suggestions regarding the Platform, Client grants Provider a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such feedback into the Platform without any obligation to Client.

11. Representations and Warranties

11.1 Provider Warranties

Provider represents and warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Platform will perform materially in accordance with its documentation; and (c) Provider will use commercially reasonable security measures to protect Client Data.

11.2 Client Warranties

Client represents and warrants that: (a) it has the right and authority to enter into this Agreement; (b) Client’s use of the Platform will comply with all applicable laws and regulations; and (c) Client Data does not infringe on the rights of any third party.

11.3 Disclaimer

12. Limitation of Liability

The limitations of liability set forth in this Section reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties.

13. Indemnification

Client agrees to indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Platform in violation of this Agreement or applicable law; (b) Client Data, including any claim that Client Data infringes or misappropriates the intellectual property or privacy rights of any third party; or (c) Client’s breach of any representation or warranty in this Agreement.

14. General Provisions

14.1 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Any dispute shall be resolved exclusively in the state or federal courts located in Anderson County, Tennessee.

14.2 Entire Agreement

This Agreement, together with the RadonLogix Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations relating to such subject matter.

14.3 Amendments

Provider may amend this Agreement by providing Client with thirty (30) days’ written notice. Client’s continued use of the Platform following the notice period constitutes acceptance. Any other amendment must be in writing and signed by both parties.

14.4 Assignment

Client may not assign or transfer this Agreement without Provider’s prior written consent. Provider may assign this Agreement without Client’s consent in connection with a merger, acquisition, or asset sale. Any purported assignment in violation of this Section is void.

14.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.6 Waiver

No waiver of any provision shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver of that right.

14.7 Force Majeure

Neither party shall be liable for delays or failures to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, power outages, or internet disruptions.

14.8 Notices

All notices shall be in writing and delivered by email with confirmation of receipt or by certified mail. Notices to Provider shall be sent to info@bentnailtn.com. Notices to Client shall be sent to the email address in the Parties table above.

14.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

14.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.