This Master Subscription Agreement ("Agreement") is a binding legal contract between Way Cool Software, Inc. ("Way Cool Software," "we," "us," or "our") and the entity agreeing to these terms ("Customer," "you," or "your"). This Agreement governs your access to and use of the Way Cool Software services.

By clicking "I Agree," creating an account, or using the Service, you represent that you have the authority to bind the Customer to this Agreement.

1. Definitions

"Administrator" means a User designated by the Customer with elevated privileges to manage the Customer's Service account, including but not limited to, adding and removing Users, assigning roles and permissions, and accessing all Customer Data.

"Agreement" means this Master Subscription Agreement and any documents or policies referenced herein, including our Privacy Policy.

"Customer" means the legal entity, such as a clinic, non-profit, or other organization, that subscribes to the Service.

"Customer Data" means all electronic data or information submitted by the Customer, its Users, or its Portal Users to the Service, excluding Way Cool Software Content.

"Portal User" means a third party, such as a donor, volunteer, or client of the Customer, who is granted limited access by the Customer to specific portals or features within the Service.

"Service" means the online software platform provided by Way Cool Software, including all related features, functionality, and Third-Party Integrations made available to the Customer.

"Third-Party Services" means any third-party products, applications, or services that are integrated with or made available through the Service.

"User" means an individual, such as an employee, contractor, or volunteer, who is authorized by the Customer to access and use the Service under the Customer's account.

2. The Service

2.1. Provision of Service. Way Cool Software will make the Service available to the Customer and its Users pursuant to this Agreement and the applicable ordering document.

2.2. Administrator and User Accounts. The Customer is responsible for all activities that occur under its Administrator and User accounts. The Customer must:

Maintain the confidentiality of all login credentials.
Designate at least one Administrator to manage its account.
Ensure that all Users comply with the terms of this Agreement.
Promptly notify Way Cool Software of any unauthorized use of its account.

2.3. Customer Responsibilities. The Customer is solely responsible for (i) the accuracy, legality, and quality of all Customer Data; (ii) configuring the Service's access controls, profiles, and settings for its Users; and (iii) ensuring its use of the Service complies with all applicable laws and regulations.

3. Third-Party Services

The Service may integrate with or provide links to Third-Party Services. Way Cool Software is not responsible for and does not endorse any Third-Party Services. The Customer's use of any Third-Party Service is subject to that service's own terms and conditions. Key Third-Party Services include:

Payment Processing: All online giving and payment processing is handled by Justify. Way Cool Software does not process, store, or have access to any payment card or financial account information.
SMS Messaging: SMS/text messaging capabilities are provided by Twilio.
Encrypted Messaging: Secure messaging is provided by [Encrypted Messaging Vendor — pending confirmation].
Educational Content: Video content is provided by BrightCourse.
Scheduling: Online scheduling is primarily provided by Acuity Scheduling.
Address Verification: NCOA/CASS address updates are provided by Melissa Data.

4. Term and Termination

4.1. Term. This Agreement commences on the date the Customer first accepts it and continues until the subscription is terminated.

4.2. Termination by Customer. The Customer may terminate their subscription at any time. In accordance with California law, if you signed up for the Service online, you may terminate this Agreement by following the cancellation process made available within your Administrator account settings.

4.3. Data Portability and Deletion. Upon termination, the Customer will have 30 days ("Export Period") to request an export of its Customer Data, subject to the payment of any applicable fees for such service. Following the Export Period, Way Cool Software will have no obligation to maintain the Customer Data and will thereafter delete it from our production systems within 60 days, except as may be required by law or for legitimate business purposes (such as retaining audit trail data).

5. Fees and Payment

The Customer will pay all fees specified in the applicable order form or as published on the Way Cool Software pricing page. Subscription plans are offered on a tiered basis, including Core, Plus, and Premium plans. Current standard pricing starts at $99/month for Core, $149/month for Plus, and $299/month for Premium, with pricing that may vary by customer segment or as otherwise specified in the applicable order form. All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in this Agreement.

6. Limitation of Liability

6.1. General Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WAY COOL SOFTWARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

6.2. Specific Limitation on Data Breach Liability. NOTWITHSTANDING SECTION 6.1, WAY COOL SOFTWARE'S TOTAL AGGREGATE LIABILITY FOR ANY DATA BREACH, PRIVACY BREACH, OR VIOLATION OF DATA PROTECTION LAWS SHALL BE LIMITED TO [Amount to be confirmed with cyber liability insurance policy].

6.3. Exclusion of Consequential Damages. IN NO EVENT SHALL WAY COOL SOFTWARE BE LIABLE FOR ANY LOST PROFITS, REVENUE, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Compliance

7.1. HIPAA. If the Customer is a "Covered Entity" or "Business Associate" under the Health Insurance Portability and Accountability Act ("HIPAA"), the Customer agrees that it will not use the Service to store or transmit Protected Health Information (PHI) unless it has entered into a separate Business Associate Agreement (BAA) with Way Cool Software. The Customer is strictly prohibited from sending PHI through unencrypted features of the Service, including the SMS messaging (Twilio) integration.

7.2. CARES Act. The Customer is responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including any reporting or data management obligations under the CARES Act or other government funding programs. Way Cool Software makes no representation that the Service meets any specific regulatory requirements applicable to the Customer.

8. General Provisions

8.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law principles.

8.2. Venue. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in Jefferson County, Alabama.

8.3. Entire Agreement. This Agreement, including all referenced documents, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.