1. Definitions

"Agreement"

This Verto SaaS Subscription Agreement, including the Data Processing Agreement (Exhibit A) and all incorporated policies.

"Authorized User"

An individual employee, contractor, or agent of Customer who has been granted access credentials by Customer.

"Customer Data"

All data, content, and information submitted to the Platform by Customer or its Authorized Users.

"Decision Diagnostics Platform"

CVP's multi-application SaaS environment, of which Verto is one component application.

"Documentation"

CVP's user manuals, help articles, and technical materials made available to Customer.

"Platform"

The Verto application and associated infrastructure hosted by CVP.

"Subscription Plan"

The service tier, user count, feature set, and pricing selected or confirmed by Customer during account registration or renewal.

"Usage Data"

Aggregated, anonymized data about Customer's use of the Platform that does not identify Customer or its Authorized Users.

2. License Grant & Access

2.1 License

Subject to Customer's payment of applicable Subscription Fees and compliance with this Agreement, CVP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes and in accordance with the Documentation.

2.2 Authorized Users

Customer may permit Authorized Users to access the Platform up to the seat count in Customer's Subscription Plan. Customer is responsible for all actions and omissions of its Authorized Users. Each Authorized User must accept the Verto Authorized User Acceptable Use Policy upon first login.

2.3 Restrictions

Customer shall not, and shall not permit any party to: (a) sublicense, sell, resell, transfer, assign, or outsource access to the Platform; (b) reverse engineer, decompile, or disassemble the Platform; (c) access the Platform to build a competing product; (d) send or store infringing, unlawful, or harmful material; or (e) use automated means to scrape or extract Platform data.

2.4 Updates

CVP may update, modify, or deprecate Platform features at any time. CVP will provide reasonable advance notice for material changes that adversely impact functionality.

3. Customer Responsibilities

3.1 Account Security

Customer is responsible for maintaining the security of its account credentials and for all activity occurring under its account. Customer shall promptly notify CVP of any suspected unauthorized access.

3.2 Accurate Information

Customer represents that all information provided during account registration and throughout the Subscription Term is accurate and complete. Customer shall update account information promptly upon any changes.

3.3 Compliance

Customer is responsible for ensuring its use of the Platform complies with all applicable laws, regulations, and industry requirements, including data protection laws applicable to Customer as a data controller with respect to Customer Data.

3.4 Customer Data

Customer retains all rights in Customer Data. Customer grants CVP a limited license to process Customer Data solely as necessary to provide the Platform and as described in Exhibit A (Data Processing Agreement). Customer represents it has all rights necessary to provide Customer Data to CVP.

4. Subscription Plans & Fees

4.1 Subscription Fees

Customer shall pay the fees set forth in Customer's selected Subscription Plan ("Subscription Fees"). All fees are in U.S. dollars unless otherwise stated. Subscription Fees are non-refundable except as expressly set forth in Section 8.2.

4.2 Billing

Subscription Fees are billed in advance on a monthly or annual basis, as elected by Customer. CVP will charge the payment method on file on the billing cycle start date. Customer authorizes CVP to charge recurring fees without additional confirmation.

4.3 Overages & Upgrades

If Customer's usage exceeds the limits of its Subscription Plan (e.g., seat count), CVP may (a) upgrade Customer to the next applicable tier, or (b) invoice Customer for excess usage at the applicable overage rate.

4.4 Fee Changes

CVP may change Subscription Fees upon at least thirty (30) days' prior written notice. Continued use of the Platform after the effective date of any fee change constitutes acceptance.

4.5 Taxes

Subscription Fees are exclusive of all applicable taxes, levies, or duties. Customer is responsible for paying any such taxes, excluding taxes based on CVP's net income.

4.6 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. CVP may suspend access to the Platform upon ten (10) days' notice if any payment is past due by more than fifteen (15) days.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Customer Data, Subscription Plan terms, and CVP's Platform architecture, pricing, and roadmap.

5.2 Obligations

Each Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without Discloser's prior written consent; and (c) use Confidential Information only to perform obligations or exercise rights under this Agreement.

5.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was rightfully known to Recipient before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt notice and cooperates with efforts to limit disclosure.

6. Data Privacy & Security

6.1 Data Processing Agreement

To the extent CVP processes Personal Data (as defined under applicable data protection law) on behalf of Customer, the terms of Exhibit A (Data Processing Agreement) are incorporated herein and govern such processing. In the event of a conflict between this Agreement and Exhibit A with respect to Personal Data, Exhibit A controls.

6.2 Security

CVP implements and maintains commercially reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include, at minimum: encryption in transit and at rest, access controls, and periodic security assessments.

6.3 Incident Notification

CVP will notify Customer without undue delay (and in no event later than seventy-two (72) hours after CVP becomes aware) of any confirmed Personal Data breach affecting Customer Data, as further specified in Exhibit A.

6.4 Usage Data

CVP may collect and use Usage Data to operate, improve, and support the Platform. Usage Data does not constitute Customer Data and CVP retains all rights in aggregated, de-identified Usage Data.

7. Intellectual Property

7.1 CVP IP

CVP retains all right, title, and interest in and to the Platform, Documentation, and all underlying software, algorithms, methodologies, and intellectual property ("CVP IP"). No rights in CVP IP are granted to Customer except as expressly set forth herein. The name "Verto," "Decision Diagnostics Platform," and all related marks are trademarks of CVP.

7.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any materials Customer provides to CVP. Customer grants CVP only the limited license rights necessary to provide the Platform as described in this Agreement.

7.3 Feedback

If Customer provides CVP with any suggestions, ideas, or feedback regarding the Platform ("Feedback"), Customer grants CVP a perpetual, irrevocable, royalty-free right to use and incorporate such Feedback into CVP's products and services without restriction or compensation.

8. Warranties & Disclaimers

8.1 CVP Warranty

CVP warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term. As Customer's sole remedy for breach of this warranty, CVP will use commercially reasonable efforts to correct any reported non-conformance, or, if CVP cannot do so within thirty (30) days, Customer may terminate the affected Subscription and receive a pro-rated refund of prepaid Subscription Fees for the unused portion of the then-current term.

8.2 DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CVP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CVP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Cap

CVP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO CVP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

9.3 Exceptions

The liability limitations in Sections 9.1 and 9.2 do not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations; (c) either party's breach of confidentiality obligations; or (d) damages arising from a party's gross negligence, willful misconduct, or fraud.

10. Indemnification

10.1 By CVP

CVP will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Platform, as provided and used in accordance with this Agreement, infringes a third party's intellectual property rights, provided Customer: (a) promptly notifies CVP of the claim; (b) grants CVP sole control of the defense and settlement; and (c) provides reasonable assistance. If the Platform becomes or is likely to become the subject of an infringement claim, CVP may, at its option: (i) modify the Platform to be non-infringing; (ii) obtain a license; or (iii) terminate the affected Subscription with a pro-rated refund.

10.2 By Customer

Customer will defend, indemnify, and hold harmless CVP from third-party claims arising from: (a) Customer Data; (b) Customer's breach of this Agreement; (c) Customer's violation of applicable law; or (d) Customer's use of the Platform in a manner not authorized by this Agreement.

11. Term & Termination

11.1 Term

This Agreement commences on the date Customer first accepts it and continues for the initial Subscription Term selected by Customer. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription automatically renews for successive periods equal to the initial Subscription Term.

11.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes the subject of a bankruptcy, insolvency, or similar proceeding.

11.3 Effect of Termination

Upon termination or expiration: (a) all licenses granted hereunder immediately terminate; (b) Customer shall cease all use of the Platform; (c) each party shall return or certify destruction of the other's Confidential Information; and (d) Customer may export Customer Data for thirty (30) days following termination, after which CVP will delete Customer Data in accordance with Exhibit A.

11.4 Survival

Sections 5, 7, 9, 10, 11.3, and 12 survive any termination or expiration of this Agreement.

12. General Provisions

12.1 Electronic Acceptance & E-SIGN Compliance

Customer's acceptance of this Agreement by clicking "I Agree" or by accessing the Platform constitutes a valid electronic signature with the same legal force as a written signature. CVP will record and retain Customer's acceptance, including the authenticated email address, IP address, timestamp, and version identifier, as required by the E-SIGN Act and UETA. Customer may request a copy of this record by contacting legal@crescentvaluepartners.com.

12.2 Governing Law & Disputes

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law rules. Any dispute shall be resolved exclusively in the state or federal courts of Harris County, Texas. Each party waives any objection to such jurisdiction and venue.

12.3 Entire Agreement & Order of Precedence

This Agreement (including Exhibit A and the Decision Diagnostics Platform Terms of Service) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or representations. In the event of a conflict: the DPA (Exhibit A) controls with respect to Personal Data; this Agreement controls with respect to all other matters; the Platform ToS establishes baseline terms applicable to all users.

12.4 Amendments

CVP may modify this Agreement at any time by posting an updated version at this URL and notifying Customer via account email. Continued use of the Platform after the effective date of any modification constitutes acceptance. For material changes, CVP will provide at least thirty (30) days' advance notice.

12.5 Assignment

Customer may not assign this Agreement without CVP's prior written consent. CVP may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment is void.

12.6 Notices

Legal notices under this Agreement shall be sent to CVP at legal@crescentvaluepartners.com. CVP will send notices to the email address associated with Customer's account. Notices are effective upon delivery.

12.7 Severability & Waiver

If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, with all other provisions remaining in effect. No waiver of any breach is deemed a continuing waiver.

12.8 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, or internet service disruptions, provided the affected party provides prompt notice and uses reasonable efforts to mitigate.