Subscription Agreement

This Subscription Agreement ("Agreement") is entered into between you ("Subscriber," "Customer," or "you") and LienGrid ("Company," "we," "us," or "our") and governs your subscription to and use of the LienGrid platform and all related services (the "Service"). This Agreement is incorporated into and subject to the LienGrid Terms of Service, which are hereby incorporated by reference. In the event of a conflict between this Agreement and the Terms of Service, the Terms of Service shall control unless this Agreement expressly states otherwise. By subscribing to the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Subscription Plans

LienGrid offers the following subscription tiers, each with specific features, limitations, and pricing:

• Starter (Zero Dollars ($0) per month, pay-per-notice). Up to five (5) active jobs; manual document upload only; coverage across all fifty (50) US states; no email integration; per-notice fees apply for each notice sent;
• Local (One Hundred Twenty-Nine Dollars ($129) per month). Up to twenty (20) active jobs; email forwarding inbox for job discovery; AI-powered data extraction; coverage across all fifty (50) US states; deadline tracking and reminder notifications;
• Regional (Three Hundred Forty-Nine Dollars ($349) per month). Unlimited active jobs; OAuth email sync for direct email account connection; QuickBooks integration; priority customer support; all Local plan features;
• Enterprise (Custom pricing). All Regional plan features; API access for custom integrations; dedicated account manager; custom onboarding and training; service level agreements with guaranteed response times; custom data retention policies; volume pricing for per-notice fees.

Feature availability within each plan is determined at LienGrid's sole discretion and may be modified with thirty (30) days advance written notice to existing subscribers. Plan feature descriptions on the website and marketing materials are for general informational purposes and do not constitute binding representations. The specific features included in your plan are those available at the time of your subscription or most recent renewal.

2. Subscription Term and Auto-Renewal

• Your subscription begins on the date you select a paid plan and provide valid payment information, or upon the expiration of any applicable free trial period ("Subscription Start Date");
• Subscriptions are for a monthly term and will automatically renew for successive monthly terms on the same day of each month unless cancelled in accordance with Section 7 of this Agreement;
• You authorize LienGrid to automatically charge your designated payment method on each renewal date for the applicable subscription fees;
• LienGrid will send a billing confirmation to your account email address following each successful renewal charge;
• If your renewal date falls on a day that does not exist in a given month (e.g., the 31st), your renewal will be processed on the last day of that month.

3. Per-Notice Fees

In addition to monthly subscription fees, the following per-notice charges apply:

• Per-notice fees are charged based on your subscription tier. Preliminary notice fees range from Twenty-Nine Dollars ($29.00) on the Starter plan to Nineteen Dollars and Ninety-Nine Cents ($19.99) on the Enterprise plan. Intent to lien letter fees range from Forty-Five Dollars ($45.00) on the Starter plan to Twenty-Nine Dollars ($29.00) on the Enterprise plan. Each fee covers document generation from jurisdiction-specific templates, professional printing, USPS Certified Mail postage with return receipt requested, and delivery tracking through the Service;
• Per-notice fees are charged at the time the notice is submitted for processing. Charges are processed through Stripe and will appear on your payment method within one to three (1-3) business days;
• Per-notice fees are non-refundable once the notice has been transmitted to our mail service provider (Lob, Inc.) for printing and mailing. This transmission typically occurs within minutes of submission;
• The Company will endeavor to place ordered notices in a batch for mailing within five (5) business days for standard processing, or within one (1) business day for rush processing where available. Failure to meet these processing timeframes shall not give rise to any liability on the part of the Company;
• Delivery of mailed notices is subject to the operations, policies, and timelines of the United States Postal Service. The Company does not guarantee delivery dates, delivery confirmation, or successful delivery. The Company is not liable for notices lost, delayed, or undelivered by USPS;
• Enterprise plan subscribers may be eligible for volume pricing on per-notice fees. Volume pricing terms are set forth in the applicable Enterprise agreement.

4. Billing and Payment

• All subscription fees are billed monthly in advance on the same date each month, beginning on the Subscription Start Date;
• Per-notice fees are billed at the time of notice submission and are separate from subscription charges;
• All payment processing is handled by Stripe, Inc. By providing payment information, you agree to Stripe's Terms of Service and Privacy Policy;
• You authorize LienGrid and Stripe to charge your designated payment method on file for all applicable subscription fees, per-notice fees, late fees, and any other charges incurred through your use of the Service;
• You are solely responsible for all applicable sales taxes, use taxes, value-added taxes, duties, and other governmental assessments arising from your use of the Service, excluding taxes based on LienGrid's net income;
• In the event of a failed payment, we will notify you via email and may (a) attempt to process the payment again within twenty-four (24) hours, (b) provide a grace period of up to five (5) business days during which the Service remains accessible, (c) suspend your access to the Service if payment is not received within the grace period, and (d) terminate your account if payment remains outstanding for thirty (30) or more days;
• Past due amounts may 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 less;
• Accounts with balances outstanding for sixty (60) or more days may be referred to a third-party collection agency. You agree to reimburse LienGrid for all reasonable costs of collection, including collection agency fees and reasonable attorneys' fees.

5. Free Trial

• New subscribers may be offered a free trial period with access to selected plan features. The duration, features, and availability of the free trial are determined at LienGrid's sole discretion and may be modified or discontinued at any time without notice;
• No credit card or payment information is required to begin the free trial;
• At the end of the trial period, you will be prompted to select a plan and enter payment information to continue using the Service. If no payment method is provided, your access to the Service will be suspended;
• Data entered during the trial period will be preserved in your account and will be available if you subsequently subscribe to a paid plan;
• All use of the Service during the trial period is subject to the Terms of Service, this Subscription Agreement, and the Privacy Policy in their entirety;
• LienGrid reserves the right to limit free trial access to one (1) trial per individual or business entity. Attempts to abuse the trial program by creating multiple accounts may result in account termination;
• Per-notice fees still apply during the trial period for any notices sent via certified mail. Fees vary by plan tier.

6. Refund Policy

All subscription fees are non-refundable once the billing period has begun. Specifically:

• We do not provide prorated refunds for partial months, unused portions of a billing cycle, or any remaining days after cancellation takes effect;
• Per-notice fees are non-refundable once the notice has been transmitted to our mail service provider for printing and mailing;
• Downgrading to a lower-tier plan does not entitle you to a refund of the difference in plan pricing for the current billing period;
• If you experience a verified technical failure attributable to the Service that prevented delivery of a notice or service functionality, you may contact support@liengrid.com for case-by-case evaluation. Any refund or credit issued under such circumstances is at LienGrid's sole discretion;
• Chargebacks initiated without first contacting our support team may result in immediate account suspension and, at our discretion, permanent termination of your account.

7. Cancellation Policy

Self-service cancellation is not available. All cancellation requests must be submitted via email in accordance with the following procedure:

• Send an email to support@liengrid.com with the subject line "Subscription Cancellation Request";
• Include your company name, the email address associated with your account, and the reason for cancellation;
• Cancellation requests are processed within two to three (2-3) business days of receipt;
• Upon processing, your subscription will remain active and fully functional until the end of your current billing period. No further charges will be made after that date;
• No refunds or credits are provided for any unused portion of the current billing period;
• Any outstanding per-notice fees or other charges incurred prior to the effective cancellation date remain due and payable;
• Following cancellation, your account data will be retained for thirty (30) days to allow for reactivation or data export. After this retention period, your data will be permanently and irreversibly deleted in accordance with our Privacy Policy;
• To reactivate a cancelled account within the thirty (30) day retention period, contact support@liengrid.com. Reactivation is subject to payment of applicable subscription fees.

We require email-based cancellation to ensure proper account verification, prevent unauthorized cancellations, and provide an opportunity to address any concerns that may have contributed to your decision to cancel.

8. Plan Changes

• Upgrades. Plan upgrades take effect immediately upon confirmation. You will be charged the prorated difference between your current plan and the new plan for the remainder of your current billing period. Subsequent billing cycles will be charged at the full rate of the new plan;
• Downgrades. Plan downgrades take effect at the start of your next billing period. No refunds or credits are provided for the difference in plan pricing during the current billing period. Features available only on higher-tier plans will become inaccessible when the downgrade takes effect. Data associated with higher-tier features (such as OAuth email connections or QuickBooks integrations) will be preserved but inaccessible until you upgrade again;
• Enterprise Plan Changes. Changes to or from Enterprise plans require contacting our sales team at sales@liengrid.com and may be subject to minimum commitment terms and custom pricing agreements.

9. Service Level Commitment

• LienGrid targets ninety-nine point nine percent (99.9%) uptime for the platform, measured on a monthly basis, excluding scheduled maintenance and force majeure events as defined in the Terms of Service;
• Scheduled maintenance windows will be communicated at least twenty-four (24) hours in advance via email notification and, where possible, conducted during off-peak hours (weeknights and weekends, Pacific Time);
• We are not liable for downtime, delays, or service disruptions caused by third-party service providers (including payment processors, mail service providers, email integration providers, AI service providers, or cloud hosting providers), internet service providers, or other factors beyond our reasonable control;
• Customer support is available via email at support@liengrid.com during business hours (Monday through Friday, 9:00 AM to 5:00 PM Pacific Time, excluding federal holidays);
• Priority support is available to Regional and Enterprise plan subscribers and includes faster response times (target: within four (4) business hours for Regional, within two (2) business hours for Enterprise);
• Enterprise plan subscribers may negotiate custom service level agreements with guaranteed uptime percentages, response times, and remedies for service level failures.

10. Data Ownership and Portability

• You retain all ownership rights in and to the data you upload to or create within the Service ("Your Data"). Nothing in this Agreement transfers ownership of Your Data to LienGrid;
• By using the Service, you grant LienGrid a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, reproduce, and display Your Data solely as necessary to provide, maintain, and improve the Service, as further described in the Terms of Service;
• Your data is stored securely with encryption at rest and in transit. Multi-tenant data isolation is enforced through row-level security policies;
• You may request export of Your Data at any time by contacting support@liengrid.com. Exported data will be provided in a commonly used, machine-readable format (such as CSV or JSON) within five (5) business days of the request;
• Project and notice data is retained for seven (7) years while your account is active, consistent with construction industry record-keeping requirements;
• Upon account cancellation, Your Data is retained for thirty (30) days to allow for reactivation, after which it is permanently deleted. Certain data may be retained longer as required by applicable law or for legitimate business purposes as described in our Privacy Policy.

11. Required Account Information

To use the Service, you must provide the following information, which you represent and warrant is truthful, accurate, current, and complete:

• Valid email address. Required for account authentication, service notifications, deadline alerts, notice delivery confirmations, billing communications, and customer support;
• Phone number. Required for account security verification and urgent deadline notifications where email delivery may be insufficient;
• Company information. Including company name, business address, and contractor license number where applicable. Required for proper notice generation, jurisdiction determination, and regulatory compliance;
• Payment method. A valid credit card or other accepted payment method is required after the expiration of any applicable free trial period.

You are obligated to maintain and promptly update your account information to keep it accurate, current, and complete. Providing false, incomplete, or outdated information constitutes a material breach of this Agreement and may result in account suspension or termination. Notices generated with inaccurate company or license information may be legally defective, and LienGrid bears no responsibility for such defects.

12. Acceptable Use

You agree to use the Service only for legitimate business purposes in connection with managing your construction lien rights. Specifically, you agree to:

• Use the Service only to manage your own construction lien rights for projects where you have actually performed labor, furnished materials, or provided services;
• Generate notices and documents only for projects where you have a legitimate legal basis to do so;
• Review and verify all AI-extracted data, deadline calculations, and generated notices before submission or reliance;
• Comply with all applicable federal, state, and local laws, regulations, and ordinances.

You expressly agree that you shall NOT:

• File fraudulent, frivolous, or bad-faith lien claims or generate notices for projects where you have no legitimate legal basis;
• Submit false, misleading, incomplete, or fabricated information to the Service;
• Share account access credentials with unauthorized individuals or entities beyond your authorized team members;
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or underlying logic of any portion of the Service;
• Access or attempt to access the Service through automated means (bots, scrapers, crawlers) without express prior written consent;
• Use the Service in any manner that violates applicable law or infringes the rights of any third party.

Violation of this Acceptable Use section constitutes a material breach of this Agreement and may result in immediate suspension or termination of your account without refund, in addition to any other remedies available to LienGrid under the Terms of Service, including liquidated damages for unauthorized access.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIENGRID, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST LIEN RIGHTS, MISSED DEADLINES, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF LIENGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL LIENGRID'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO LIENGRID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

LienGrid is a software platform and does not provide legal advice. We are not liable for any adverse legal consequences arising from your reliance on the Service, including missed deadlines, defective notices, or lost lien rights. You are solely responsible for verifying all deadlines, notice requirements, and legal obligations with a licensed attorney.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LIENGRID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR UNINTERRUPTED AVAILABILITY. LIENGRID DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEADLINE CALCULATIONS WILL BE ACCURATE OR CURRENT, THAT NOTICES WILL BE DELIVERED SUCCESSFULLY, OR THAT DEFECTS WILL BE CORRECTED.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the dispute resolution and arbitration provisions set forth in the Terms of Service. To the extent any lawsuit or court proceeding is permitted, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware.

16. Entire Agreement

This Subscription Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and LienGrid with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. No modification of this Agreement shall be effective unless made in writing and signed by both parties, or unless LienGrid provides notice of changes in accordance with Section 17.

17. Changes to This Agreement

LienGrid reserves the right to modify this Subscription Agreement at any time. We will notify subscribers of material changes by sending an email notification to the address associated with your account, posting a notice within the Service, and updating the "Last updated" date above. Material changes will take effect thirty (30) days after notification. Your continued use of the Service after the effective date constitutes acceptance of the revised Agreement. If you do not agree to the revised terms, you must cancel your subscription before the effective date in accordance with Section 7.

18. Contact Information

For questions or concerns regarding this Subscription Agreement:

• Subscription Inquiries: support@liengrid.com (Subject: Subscription Inquiry - [Your Company Name])
• Enterprise Sales: sales@liengrid.com
• Legal Inquiries: legal@liengrid.com