Deal Matrix CRM Subscription Agreement

Version 2.0 · Effective Date: April 12, 2026

This Subscription Agreement (this “Agreement”) is a legally binding contract between Phoenix Holdings LLC, an Illinois limited liability company (“Company” or “Provider”), and the entity or individual identified in the applicable Order Form (“Customer” or “Subscriber”). Company and Customer are each a “Party” and collectively the “Parties.” Company operates a cloud-based customer relationship management platform known as Deal Matrix CRM (the “Service”). In consideration of the mutual covenants set forth herein, the Parties agree as follows.

1. Definitions

The following capitalized terms shall have the meanings set forth below. Additional terms may be defined elsewhere in this Agreement.

2. Grant of Rights; Restrictions

2.1 Subscription License

Subject to the terms and conditions of this Agreement and payment of all applicable Fees, Company hereby grants to Customer a non-exclusive, non-transferable (except as set forth in Section 16.5), non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the Documentation and the applicable Order Form.

2.2 Affiliate Usage

Customer’s Affiliates may use the Service under this Agreement, provided that: (a) each Affiliate executes a separate Order Form referencing this Agreement; (b) Customer remains responsible for its Affiliates’ compliance with this Agreement; and (c) any breach of this Agreement by an Affiliate shall be deemed a breach by Customer.

2.3 Authorized Users

Customer may permit its Authorized Users to access and use the Service, provided that the number of Authorized Users does not exceed the quantity specified in the applicable Order Form. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with the terms of this Agreement.

2.4 Use Restrictions

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

• Copy, modify, adapt, translate, or create derivative works of the Service or any component thereof;
• Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
• Rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party, except as expressly authorized herein;
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Service;
• Use the Service to develop a competing product or service, or for benchmarking or competitive analysis purposes;
• Use the Service in violation of any applicable Law or in a manner that infringes the rights of any third party;
• Introduce or permit the introduction of any Malicious Code into the Service;
• Interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein;
• Attempt to gain unauthorized access to the Service or its related systems or networks;
• Use the Service to store or transmit material that is infringing, libelous, unlawful, or tortious;
• Use the Service to send unsolicited communications in violation of applicable Law (including CAN-SPAM, TCPA, or equivalent);
• Use the Service in excess of the usage limitations specified in the applicable Order Form or Documentation.

2.5 Reservation of Rights

Company reserves all rights not expressly granted to Customer in this Agreement. No rights are granted by implication, estoppel, or otherwise.

2.6 Excess Usage

If Customer exceeds the number of Authorized Users or other usage limits specified in the applicable Order Form, Company shall notify Customer and Customer shall have fifteen (15) days to either reduce usage to within the applicable limits or execute an amended or new Order Form for the additional usage at Company’s then-current rates. If Customer fails to cure the excess usage within such period, Company may: (a) invoice Customer for the excess usage at the applicable list price, prorated for the remainder of the then-current Subscription Term, which Customer shall pay within thirty (30) days; or (b) restrict Customer’s access to the usage limits specified in the applicable Order Form.

3. Service Modifications; Beta Features; Third-Party Services

3.1 Service Modifications

Company may, in its sole discretion, modify, update, or enhance the Service from time to time. Company shall use commercially reasonable efforts to ensure that material modifications do not materially diminish the core functionality of the Service as described in the Documentation. If Company makes a change that materially and adversely reduces the functionality of the Service to which Customer has subscribed, Company shall provide at least thirty (30) days’ prior written notice, and Customer may terminate the affected Order Form upon written notice within thirty (30) days of such notification and receive a pro rata refund of prepaid Fees for the remainder of the Subscription Term.

3.2 Feature Deprecation

If Company intends to discontinue or materially alter a feature of the Service, Company shall provide at least ninety (90) days’ prior written notice to Customer and shall use commercially reasonable efforts to provide an equivalent replacement feature or a reasonable migration path.

3.3 Beta Features

Company may make Beta Features available to Customer from time to time. Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty, indemnification, SLA, or support obligation of any kind. Company may modify, suspend, or discontinue any Beta Feature at any time without notice or liability. Customer’s use of Beta Features is voluntary and at Customer’s sole risk. Company’s total aggregate liability arising from Customer’s use of any Beta Feature shall not exceed fifty United States Dollars (US$50.00). Feedback provided regarding Beta Features is subject to Section 7.2.

3.4 Third-Party Services

The Service may integrate with or provide access to Third-Party Services. Company does not control, endorse, or assume responsibility for any Third-Party Service, including its availability, accuracy, content, or security. Customer’s use of any Third-Party Service is at Customer’s sole risk and subject to the third party’s terms and privacy policies. Company shall not be liable for any loss or damage arising from Customer’s use of or reliance on any Third-Party Service. If a Third-Party Service provider ceases to make its service available on reasonable terms, Company may discontinue the related integration without liability, provided Company gives reasonable advance notice.

4. Customer Obligations

4.1 Account Administration

Customer shall designate at least one administrative user (“Admin”) who will be responsible for managing Customer’s Organization, including user provisioning, role assignment, and access control. Customer is responsible for the security of all account credentials and shall promptly notify Company of any unauthorized access or security breach.

4.2 Acceptable Use

Customer shall use the Service in compliance with all applicable Laws and Company’s Acceptable Use Policy as referenced in Section 16.18. Customer shall not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service.

4.3 Data Accuracy

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Company shall not be liable for any errors or omissions in Customer Data or for any actions taken by Customer or its Authorized Users based on information in the Service.

4.4 Compliance with Laws

Customer shall comply with all applicable Laws in its use of the Service, including without limitation data protection and privacy laws, anti-spam legislation, and any industry-specific regulations applicable to Customer’s business.

4.5 Cooperation

Customer shall provide Company with reasonable cooperation and access to information as may be necessary for Company to perform its obligations under this Agreement. Any delay in Company’s performance caused by Customer’s failure to provide such cooperation shall not constitute a breach by Company.

5. Fees and Payment

5.1 Fees

Customer shall pay all Fees specified in each applicable Order Form. Unless otherwise stated in an Order Form, all Fees are quoted and payable in United States Dollars (USD) and are non-cancellable and non-refundable except as expressly set forth in this Agreement.

5.2 Payment Terms

Unless otherwise specified in the Order Form, Fees are due and payable as follows:

• Monthly Subscriptions: Fees are charged in advance on the first day of each monthly billing cycle.
• Annual Subscriptions: Fees are charged in advance on the anniversary of the Effective Date.
• Enterprise/Custom: Fees are invoiced net thirty (30) days from the date of invoice, unless otherwise agreed in the Order Form.

5.3 Payment Processing

Payment is processed through Company’s third-party payment processor (currently Stripe, Inc.). Customer authorizes Company (through its payment processor) to charge the applicable Fees to Customer’s designated payment method. Customer agrees to keep its payment information current and accurate.

5.4 Taxes

All Fees are exclusive of applicable taxes. Customer shall be responsible for all sales, use, value-added, withholding, and similar taxes imposed by any governmental authority on the transactions contemplated by this Agreement, excluding taxes based on Company’s net income. If Company is required to collect or pay any such taxes, they will be invoiced to Customer and paid by Customer. Customer shall provide Company with any valid tax exemption certificates prior to the applicable transaction.

5.5 Late Payment

Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law, from the date such payment was due until the date paid. Customer shall reimburse Company for all reasonable costs of collection, including attorneys’ fees.

5.6 Fee Disputes

If Customer disputes any invoiced amount in good faith, Customer shall notify Company in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute with reasonable detail. The Parties shall work in good faith to resolve the dispute. Undisputed amounts remain due and payable.

5.7 Price Changes

Company may modify its pricing at any time upon at least sixty (60) days’ prior written notice to Customer. Price changes shall not apply to any then-current Subscription Term but shall take effect upon the commencement of the next renewal Subscription Term. If Customer does not agree to the revised pricing, Customer may elect to not renew in accordance with Section 12.

5.8 Suspension for Non-Payment

If Customer’s account is more than fifteen (15) days past due, Company may, upon seven (7) days’ prior written notice, suspend Customer’s access to the Service until all outstanding amounts are paid in full. Suspension does not relieve Customer of its payment obligations.

5.9 Free Trial

Company may offer a free trial period for new Customers (the “Free Trial Period”). During the Free Trial Period:

• The Service is provided “AS IS” without any warranty, uptime commitment, SLA, or support obligation;
• Company reserves the right to modify, limit, or discontinue the Free Trial at any time without notice;
• Customer’s use is subject to all other terms of this Agreement, except that no Fees are due;
• At the end of the Free Trial Period, Customer must subscribe to a paid plan to continue using the Service;
• If Customer does not subscribe, access will be suspended and Customer Data will be retained for thirty (30) days before deletion in accordance with Section 8.7.

Company’s liability during a Free Trial Period is governed by Section 13.5.

6. Professional Services

6.1 Scope

Company may provide Professional Services as described in a mutually executed Statement of Work or Order Form. Each SOW shall specify the scope of work, deliverables, timelines, acceptance criteria, and fees. In the event of a conflict between this Agreement and a SOW, the SOW shall control with respect to the Professional Services described therein.

6.2 Acceptance

If a SOW specifies deliverables with acceptance criteria, Customer shall have ten (10) business days from delivery to review and either accept or provide written notice of rejection with specific reasons. If Customer does not respond within the review period, the deliverable shall be deemed accepted. Company shall have fifteen (15) business days to correct any non-conformity and resubmit. If the resubmitted deliverable still materially fails to conform to the acceptance criteria, Customer may terminate the affected SOW and receive a refund of fees paid for the non-conforming deliverable.

6.3 Ownership of Deliverables

Unless otherwise specified in the applicable SOW: (a) all pre-existing Intellectual Property of either Party shall remain the property of such Party; (b) custom configurations, templates, and reports created specifically for Customer shall be owned by Customer; and (c) any tools, methodologies, know-how, or reusable components developed by Company in the course of performing Professional Services shall remain Company’s property, with a non-exclusive license granted to Customer to use such materials solely in connection with the Service.

7. Intellectual Property

7.1 Company IP

As between the Parties, Company exclusively owns all right, title, and interest in and to the Service, the Documentation, all underlying technology, software, algorithms, models, architectures, interfaces, and all modifications, enhancements, and derivative works thereof, including all related Intellectual Property Rights. Customer acknowledges that the Service constitutes Company’s valuable trade secrets.

7.2 Feedback

If Customer or any Authorized User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Customer hereby assigns to Company all right, title, and interest in such Feedback and agrees that Company is free to use, disclose, reproduce, license, or otherwise exploit the Feedback without obligation or restriction of any kind.

7.3 Trademarks

Neither Party grants the other any right to use its trademarks, trade names, service marks, or logos, except as expressly authorized in this Agreement or with prior written consent.

7.4 Marketing and Publicity

Company may include Customer’s name and logo in its customer lists and marketing materials. Customer may revoke this right at any time upon written notice to Company, and Company shall remove Customer’s name and logo within thirty (30) days of receiving such notice. Neither Party shall issue press releases or public statements referencing the other Party or this Agreement without the other Party’s prior written consent.

8. Customer Data and Data Rights

8.1 Ownership

As between the Parties, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to Customer Data. Nothing in this Agreement shall be construed to transfer any ownership rights in Customer Data from Customer to Company.

8.2 License to Customer Data

Customer hereby grants to Company a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, modify, and create derivative works of Customer Data solely to the extent necessary to provide, maintain, improve, and support the Service and to fulfill Company’s obligations under this Agreement. This license terminates upon expiration or termination of this Agreement, subject to Section 12.5.

8.3 Aggregated and Anonymized Data

Company may create aggregated and anonymized data derived from Customer Data (“Aggregated Data”) that cannot reasonably be used to identify Customer or any individual. Company may use Aggregated Data for any lawful purpose, including analytics, benchmarking, product improvement, and industry reporting. Company’s rights to Aggregated Data survive termination of this Agreement.

8.4 Data Isolation

The Service employs multi-tenant architecture with logical data isolation. Customer’s Organization and Customer Data are logically separated from those of other customers through organization-scoped access controls and row-level security policies. No other customer shall have access to Customer’s Data.

8.5 Data Portability

Customer may export its Customer Data at any time during the Subscription Term using the Service’s built-in export functionality. Exported data will be provided in industry-standard formats (CSV, JSON, or PDF, as applicable).

8.6 Data Backup

Company shall perform regular automated backups of Customer Data in accordance with industry standards. Backups are maintained for disaster recovery purposes only and are not a substitute for Customer’s own data management practices. Company shall not be liable for any loss of Customer Data to the extent Customer could have mitigated such loss through use of the Service’s export functionality.

8.7 Data Retention and Deletion

Upon termination or expiration of this Agreement, Company shall make Customer Data available for export for a period of thirty (30) days. After such period, Company shall delete all Customer Data from its production systems within thirty (30) additional days and from backup systems within ninety (90) days, except as required to be retained by applicable Law. Upon Customer’s written request, Company shall certify in writing that deletion has been completed.

8.8 Data Processing Agreement

To the extent that Company processes personal data on behalf of Customer, the Parties shall execute a Data Processing Agreement (“DPA”) substantially in the form available at dealmatrixcrm.com/legal/dpa or as otherwise agreed in writing. In the event of a conflict between this Agreement and the DPA, the DPA shall control with respect to data processing matters.

9. Confidentiality

9.1 Obligations

Each Party (the “Receiving Party”) agrees that it shall: (a) hold the Confidential Information of the other Party (the “Disclosing Party”) in strict confidence using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) not disclose the Disclosing Party’s Confidential Information to any third party except as expressly permitted herein; and (c) use the Disclosing Party’s Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.

9.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall be liable for any breach of this Section by its personnel.

9.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4 Compelled Disclosure

If the Receiving Party is compelled by Law to disclose Confidential Information, it shall provide the Disclosing Party with prompt prior written notice (to the extent legally permitted) and reasonable assistance so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose.

9.5 Survival

The obligations under this Section 9 shall survive expiration or termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable Law.

10. Privacy and Security

10.1 Privacy Policy

Company’s collection, use, and disclosure of information, including personal data, is described in Company’s Privacy Policy, available at dealmatrixcrm.com/legal/privacy. The Privacy Policy is incorporated into this Agreement by reference.

10.2 Security Measures

Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, destruction, or alteration. Such measures include, without limitation:

• Encryption of data in transit (TLS 1.2+) and at rest;
• Multi-tenant data isolation through organization-scoped access controls and row-level security;
• Regular security assessments and vulnerability testing;
• Access controls and authentication mechanisms, including support for multi-factor authentication;
• Monitoring and logging of access to Customer Data;
• Employee security training and background checks for personnel with access to Customer Data.

10.3 Breach Notification

In the event Company becomes aware of a confirmed security breach that results in unauthorized access to, or acquisition, disclosure, or use of Customer Data (a “Security Breach”), Company shall: (a) notify Customer in writing without unreasonable delay and in no event later than seventy-two (72) hours after confirmation of the Security Breach; (b) promptly investigate the Security Breach and take reasonable steps to mitigate its effects; (c) provide Customer with information regarding the nature and scope of the Security Breach as it becomes available; and (d) cooperate with Customer in connection with any investigation or required notifications.

10.4 Subprocessors

Company may engage third-party subprocessors to assist in providing the Service, provided that: (a) Company maintains a list of current subprocessors available at dealmatrixcrm.com/legal/sub-processors or upon request; (b) Company shall notify Customer at least thirty (30) days in advance of engaging any new subprocessor; (c) each subprocessor is bound by data protection obligations at least as protective as those in this Agreement; and (d) Company shall remain responsible for the acts and omissions of its subprocessors. If Customer has a reasonable objection to a new subprocessor, Customer shall notify Company within fifteen (15) days of receipt of the notice, and the Parties shall negotiate in good faith to resolve the objection. If the objection cannot be resolved, Customer may terminate the affected Order Form and receive a pro rata refund of prepaid Fees.

10.5 Audit Rights

Upon Customer’s written request (not more than once per twelve-month period), Company shall provide Customer with: (a) copies of Company’s then-current SOC 2 Type II report, penetration test summary, or equivalent third-party audit report; or (b) if no such report is available, reasonable evidence of Company’s compliance with its security obligations under this Agreement. If an audit report reveals a material deficiency, Company shall promptly develop and implement a remediation plan. On-site audits shall be permitted only if Company is unable to provide adequate third-party documentation, and shall be conducted at Customer’s expense during normal business hours with at least thirty (30) days’ advance written notice.

10.6 Insurance

Company shall maintain, at its own expense, the following minimum insurance coverage throughout the Term: (a) commercial general liability insurance with limits of not less than one million dollars (US$1,000,000) per occurrence; (b) professional liability / errors and omissions insurance with limits of not less than two million dollars (US$2,000,000) per claim; and (c) cyber liability insurance with limits of not less than two million dollars (US$2,000,000) per claim, covering data breaches, network security failures, and privacy liability. Company shall provide certificates of insurance upon Customer’s written request.

11. Representations and Warranties

11.1 Mutual Representations

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

11.2 Company Warranties

Company represents and warrants that:

• The Service will perform materially in accordance with the Documentation during the Subscription Term;
• Company will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards;
• The Service will not, at the time of delivery, contain any Malicious Code;
• Company has the right to grant the licenses and rights set forth in this Agreement;
• To Company’s knowledge, the Service does not infringe upon any third party’s Intellectual Property Rights.

11.3 Remedy for Performance Warranty

Company’s sole obligation and Customer’s exclusive remedy for a breach of Section 11.2(a) shall be for Company, at its option and expense, to: (i) correct the non-conforming Service to bring it into material conformance with the Documentation; or (ii) provide a commercially reasonable workaround. If Company is unable to do either within thirty (30) days of receiving written notice specifying the non-conformity in reasonable detail, Customer may terminate the applicable Order Form and receive a pro rata refund of prepaid Fees for the remainder of the Subscription Term.

11.4 Customer Warranties

Customer represents and warrants that: (a) Customer owns or has obtained all necessary rights, consents, and permissions to provide Customer Data to Company and to grant the rights described herein; (b) Customer’s use of the Service will comply with all applicable Laws and not infringe the rights of any third party; and (c) Customer has not been identified on any U.S. government denied-party list.

11.5 Disclaimer

Except as expressly set forth in this Section 11, the Service is provided “as is” and “as available.” Company disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice. Company does not warrant that the Service will be uninterrupted, error-free, or completely secure, or that all errors will be corrected. Company makes no representation or warranty regarding the reliability, accuracy, or completeness of any third-party service.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated (the “Term”). Each Order Form shall specify a Subscription Term.

12.2 Auto-Renewal and Renewal Notice

Unless otherwise specified in the applicable Order Form, each Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term. In accordance with the Illinois Automatic Contract Renewal Act (815 ILCS 601), Company shall provide Customer with written notice of the upcoming automatic renewal at least thirty (30) but not more than sixty (60) days prior to the end of the then-current Subscription Term. Such notice shall disclose the renewal terms and the procedure for cancellation. Either Party may provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

12.3 Termination for Cause

Either Party may terminate this Agreement (or any Order Form) immediately upon written notice if:

• The other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail;
• The other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or
• The other Party ceases to operate in the ordinary course or substantially all of its assets are acquired by a third party.

12.4 Termination for Convenience by Customer

Customer may cancel its Subscription at any time through the Service’s billing settings or by written notice to Company. Cancellation shall take effect at the end of the then-current billing period. No refunds shall be provided for the remaining portion of a prepaid billing period, except as required by applicable Law.

12.5 Effect of Termination

Upon expiration or termination of this Agreement:

• Customer’s right to access and use the Service shall immediately cease;
• Company shall make Customer Data available for export for thirty (30) days, after which it shall be deleted in accordance with Section 8.7;
• All outstanding Fees shall become immediately due and payable;
• Each Party shall promptly return or destroy all Confidential Information of the other Party in its possession (except for Customer Data during the export period);
• The following Sections shall survive termination: 1 (Definitions), 7 (Intellectual Property), 8 (Customer Data, with respect to data retrieval and deletion), 9 (Confidentiality), 11.5 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Provisions).

12.6 Transition Assistance

Upon Customer’s request made prior to the effective date of termination or expiration, Company shall provide reasonable transition assistance to facilitate Customer’s migration to an alternative solution for a period of up to sixty (60) days following the effective date of termination (the “Transition Period”). Transition assistance may include data export support, technical consultation, and access to the Service in read-only mode. Transition assistance shall be provided at Company’s then-current professional services rates, unless the termination results from Company’s uncured material breach, in which case reasonable transition assistance shall be provided at no additional charge.

12.7 Suspension

Company may immediately suspend Customer’s access to the Service if: (a) Customer’s use poses a security risk to the Service or other customers; (b) Customer’s use may adversely impact the Service or other customers; (c) Customer is in material breach of this Agreement; or (d) as required by Law or regulatory authority. Company shall provide notice of any suspension as soon as reasonably practicable and shall use commercially reasonable efforts to limit the scope and duration of any suspension.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this Agreement, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and even if such party has been advised of the possibility of such damages.

13.2 Aggregate Liability Cap

To the maximum extent permitted by applicable law, the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amount of fees actually paid or payable by customer to company under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

13.3 Exceptions to Limitations

The limitations set forth in Sections 13.1 and 13.2 shall not apply to: (a) either Party’s indemnification obligations under Section 14; (b) Customer’s payment obligations; (c) a Party’s breach of Section 9 (Confidentiality); (d) Company’s breach of Section 8 (Customer Data) involving willful misconduct or gross negligence; (e) Customer’s breach of Section 2.4 (Use Restrictions); or (f) liability that cannot be limited by applicable Law.

13.4 Basis of the Bargain

The Parties agree that the limitations of liability set forth in this Section 13 are an essential element of the bargain between the Parties and reflect a reasonable allocation of risk. The Fees reflect this allocation of risk, and each Party would not have entered into this Agreement without these limitations.

13.5 Free Trial Liability Cap

If Customer is using the Service during a Free Trial Period, Company’s total aggregate liability shall not exceed one hundred United States dollars (US$100.00).

14. Indemnification

14.1 Indemnification by Company

Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims, actions, suits, or proceedings alleging that Customer’s use of the Service in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights (each, a “Claim”), and shall pay all damages, costs, and attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement.

14.2 IP Remedy

If a Claim is made or, in Company’s reasonable judgment, is likely to be made, Company shall, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify the Service so that it becomes non-infringing without materially diminishing functionality; or (c) replace the Service with a functionally equivalent, non-infringing alternative. If none of these remedies is commercially practicable, either Party may terminate the affected Order Form, and Company shall refund Customer any prepaid Fees covering the remainder of the Subscription Term.

14.3 Exclusions from Company Indemnification

Company shall have no obligation under this Section 14 to the extent a Claim arises from: (a) use of the Service in combination with products, services, or technology not provided by Company; (b) modifications to the Service not made or authorized by Company; (c) Customer Data; (d) Customer’s failure to use the most current version of the Service if such infringement would have been avoided by use of the current version; or (e) use of the Service other than as permitted under this Agreement.

14.4 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims arising from: (a) Customer Data or Customer’s use of the Service in breach of this Agreement; (b) a breach of Customer’s representations and warranties; or (c) Customer’s violation of applicable Law.

14.5 Indemnification Procedures

The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any Claim (provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced thereby); (b) grant the indemnifying Party sole control of the defense and settlement of the Claim; and (c) provide reasonable assistance at the indemnifying Party’s expense. The indemnifying Party shall not settle any Claim in a manner that imposes obligations on the indemnified Party or admits fault or liability on behalf of the indemnified Party without the indemnified Party’s prior written consent.

15. Service Levels and Support

15.1 Service Level Commitment

Company shall use commercially reasonable efforts to make the Service available at least 99.9% of the time during each calendar month, as measured by Company, excluding Scheduled Maintenance and events beyond Company’s reasonable control. The detailed SLA, including measurement methodology, exclusions, and Service Credit remedy, is set forth in Exhibit B below.

15.2 Scheduled Maintenance

Company may perform scheduled maintenance on the Service, provided that Company shall: (a) use commercially reasonable efforts to schedule maintenance during off-peak hours; and (b) provide Customer with at least twenty-four (24) hours’ advance notice of scheduled maintenance.

15.3 Support

Company shall provide Customer with technical support in accordance with the support terms specified in the applicable Order Form or Company’s then-current support policy. “Business Hours” means Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding U.S. federal holidays. Support levels and response times vary by subscription plan:

• Starter Plan: Email support during Business Hours, 48-hour target response time.
• Professional Plan: Email support during Business Hours, 24-hour target response time.
• Enterprise Plan: Priority email and phone support, 4-hour target response time during Business Hours (24/7 for Severity 1 issues), dedicated account manager.

15.4 Severity Levels

Support requests shall be classified according to the following severity levels:

• Severity 1 (Critical): The Service is completely unavailable or a core function is inoperable, affecting all or substantially all Authorized Users, with no available workaround. Examples include: complete system outage, data inaccessibility, or security breach in progress.
• Severity 2 (High): A major feature of the Service is significantly impaired, affecting multiple Authorized Users, with a partial workaround available. Examples include: degraded performance affecting core workflows, intermittent access failures.
• Severity 3 (Medium): A non-critical feature is impaired, affecting one or a small number of Authorized Users, with a reasonable workaround available.
• Severity 4 (Low): Minor issues, cosmetic defects, general questions, or feature requests that do not materially impact use of the Service.

Company reserves the right to reclassify severity levels if, upon investigation, the initial classification does not accurately reflect the impact. Company shall notify Customer of any reclassification with a reasonable explanation.

16. General Provisions

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for the resolution of any disputes arising under or in connection with this Agreement.

16.2 Dispute Resolution

Prior to initiating any legal proceeding, the Parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, either Party may pursue binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Chicago, Illinois. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

16.3 Class Action Waiver

To the maximum extent permitted by applicable law, each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.

16.4 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, pandemics, government actions, power failures, internet or telecommunications failures, or natural disasters, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form upon written notice.

16.5 Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement and is not a direct competitor of the other Party. Any attempted assignment in violation of this Section shall be null and void.

16.6 Document Hierarchy and Entire Agreement

This Agreement, together with all Order Forms, SOWs, Exhibits, the Privacy Policy, the Acceptable Use Policy, and any DPA, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of a conflict among the documents comprising this Agreement, the order of precedence shall be: (1) the applicable Order Form or SOW; (2) the Data Processing Agreement; (3) this Subscription Agreement; (4) the Exhibits; and (5) all other documents incorporated by reference, including the Privacy Policy and Acceptable Use Policy.

16.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon delivery if delivered personally; (b) upon confirmation of transmission if sent by email to the address specified in the Order Form or this Agreement; or (c) one (1) business day after deposit with a nationally recognized overnight courier. Notices to Company shall be sent to Phoenix Holdings LLC, Attn: Legal Department, and support@dealmatrixcrm.com. Notices to Customer shall be sent to the address or email specified in the Order Form. Either Party may change its notice address by providing written notice to the other Party.

16.8 Amendments and Waivers

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right shall constitute a waiver of that right.

16.9 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid provision.

16.10 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the Parties.

16.11 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights, except as expressly provided in the indemnification provisions of Section 14.

16.12 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes. The Parties agree that this Agreement may be executed and delivered by electronic means, and that electronic copies of signatures shall have the same legal effect as original signatures.

16.13 Export Compliance

Customer shall not export, re-export, or provide access to the Service in violation of any applicable export control or sanctions laws, including the U.S. Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control (OFAC).

16.14 Government End Users

If Customer is a U.S. Government entity or if the Service is being acquired for or on behalf of the U.S. Government, the Service is provided as “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and the Government’s rights are limited to those specified therein.

16.15 Anti-Corruption

Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

16.16 Construction

This Agreement shall be construed without regard to any presumption or other rule requiring construction against the drafting Party. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

16.17 Limitation on Claims

Except for claims arising from (a) a Party’s breach of Section 9 (Confidentiality), (b) a Party’s indemnification obligations under Section 14, or (c) Customer’s payment obligations, no action arising out of or related to this Agreement may be brought by either Party more than two (2) years after the cause of action accrues, regardless of when such Party became aware or should have become aware of such claim. This limitation shall apply to the maximum extent permitted by applicable Law.

16.18 Acceptable Use Policy

Company publishes an Acceptable Use Policy (“AUP”) governing permitted and prohibited uses of the Service. The then-current AUP is available at dealmatrixcrm.com/legal/aup or upon request. Company shall provide Customer with at least thirty (30) days’ written notice of any material changes to the AUP. The AUP is incorporated into this Agreement by reference.

Exhibit A: Order Form Template

Each Order Form is entered into pursuant to and incorporates this Subscription Agreement. Capitalized terms not defined in the Order Form have the meanings set forth in this Agreement. A typical Order Form captures the following:

Exhibit B: Service Level Agreement

B.1 Uptime Commitment

Company shall use commercially reasonable efforts to make the Service available at least ninety-nine point nine percent (99.9%) of the time during each calendar month (the “Uptime Commitment”). Availability is calculated as:

Uptime % = ((Total Minutes in Month − Downtime Minutes) / Total Minutes in Month) × 100

B.2 Downtime

“Downtime” means any period during which the Service is materially unavailable to Customer, as determined by Company’s monitoring systems. A period of material unavailability means that Customer’s Authorized Users are unable to log in to or meaningfully use the core functionality of the Service (including accessing, creating, or modifying records). Downtime does not include: (a) periods of degraded performance where core functionality remains accessible; (b) unavailability of individual non-core features or integrations; or (c) periods where the Service is available but Customer cannot access it due to Customer-side issues (network, browser, device). “Downtime Minutes” means the total number of minutes of Downtime in a given calendar month.

B.3 Exclusions

The following are excluded from the Uptime Commitment calculation:

• Scheduled maintenance windows communicated at least twenty-four (24) hours in advance;
• Downtime caused by factors outside Company’s reasonable control, including force majeure events, internet service provider failures, or DNS issues;
• Downtime resulting from Customer’s equipment, software, or network connections;
• Downtime caused by Customer’s misuse of the Service or breach of this Agreement;
• Downtime of Third-Party Services integrated with the Service;
• Beta Features.

B.4 Service Credits

If Company fails to meet the Uptime Commitment in any calendar month, Customer shall be eligible for Service Credits as follows:

Service Credits are Customer’s sole and exclusive remedy for Company’s failure to meet the Uptime Commitment. Service Credits shall be applied against future Fees and shall not exceed twenty-five percent (25%) of the monthly Fee for the affected month. Service Credits shall not be refunded. To receive Service Credits, Customer must submit a written request within thirty (30) days of the end of the affected month.

B.5 Chronic Failure

If Company fails to meet the Uptime Commitment for three (3) or more consecutive months, Customer may terminate the applicable Order Form upon thirty (30) days’ written notice and receive a pro rata refund of prepaid Fees for the remainder of the Subscription Term.

Exhibit C: Data Processing Agreement

To the extent Company processes personal data on behalf of Customer, the Parties shall execute a Data Processing Agreement. Company’s standard DPA is published at dealmatrixcrm.com/legal/dpa and covers, at minimum:

• Scope and purpose of data processing;
• Categories of personal data processed;
• Data subject rights and cooperation obligations;
• Sub-processor management and notification requirements;
• Cross-border data transfer mechanisms (Standard Contractual Clauses, where applicable);
• Data breach notification procedures;
• Audit rights;
• Data retention and deletion obligations;
• Technical and organizational security measures (Annex).

Company recommends that Customer engage qualified legal counsel to review the DPA before execution.

— End of Subscription Agreement —

Questions? Contact support@dealmatrixcrm.com.