License & pricing.

This Vibe Software Commercial License Agreement (this “Agreement”) is entered into between Kisaes LLC, a Missouri limited liability company with a principal place of business in Monett, Missouri (“Licensor”), and the firm identified on the Order Form (“Licensee”). This Agreement is effective as of the date the Order Form is executed by both parties (the “Effective Date”).

Background. Licensor makes the Licensed Software generally available under the PolyForm Small Business License 1.0.0, which permits free use only by organizations with fewer than 100 total individuals and less than 1,000,000 USD in gross revenue in the prior tax year. Licensee does not qualify (or does not wish to rely on) that license and desires a commercial license. The parties therefore agree as follows.

1. Definitions

1.1 Licensed Software. means the software products identified on the Order Form, selected from Vibe MyBooks, Vibe Time & Billing, and Vibe Trial Balance, in the container-image and executable form distributed by Licensor, together with all Updates made available during the License Term and the accompanying Documentation. No other Kisaes or Vibe software product is licensed under this Agreement; other products are governed solely by the license terms distributed with them.

1.2 Documentation. means the installation guides, administration guides, and user documentation that Licensor makes generally available for the Licensed Software.

1.3 Staff. means all partners, shareholders, members, principals, employees, and leased or contract personnel engaged on a substantially full-time basis by Licensee and by any entity under common ownership or control with Licensee that uses or benefits from the Licensed Software, in each case whether or not such individual personally uses the Licensed Software. Client Portal Users are not Staff.

1.4 Staff Band. means the pricing band on the Order Form corresponding to Licensee's total Staff count.

1.5 Client Portal Users. means clients of Licensee (and their authorized representatives) who access client-facing portal, intake, e-signature, payment, or delivery features of the Licensed Software solely in connection with services Licensee provides to them. No fee applies to Client Portal Users.

1.6 License Term. means the initial twelve (12) month period beginning on the Effective Date and each successive twelve (12) month renewal period for which Licensee has paid the applicable license fee.

1.7 License Key. means the activation key, certificate, or token issued by Licensor's licensing service that enables commercial features of the Licensed Software for the License Term.

1.8 Update. means any patch, bug fix, minor release, or major release of the Licensed Software that Licensor makes generally available to its commercial licensees during the License Term. Licensor has no obligation to develop or release any particular Update.

2. License Grant

2.1 Grant. Subject to Licensee's payment of the fees on the Order Form and continued compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license, during the License Term, to install, deploy, and run the Licensed Software on servers and infrastructure owned by Licensee or provisioned under Licensee's own accounts (including on-premises hardware, colocation, and virtual private servers), and to permit Licensee's Staff and Client Portal Users to access and use it, solely for Licensee's internal business purposes, including the provision of accounting, tax, bookkeeping, audit, and advisory services to Licensee's own clients.

2.2 Instances. Licensee may run the Licensed Software in production together with a reasonable number of non-production instances for development, testing, staging, failover, and backup purposes at no additional charge.

2.3 Affiliates. Entities under common ownership or control with Licensee may use the Licensed Software under this Agreement, provided their personnel are counted as Staff under Section 1.3.

3. Restrictions

Except as expressly permitted by this Agreement or by applicable law notwithstanding contractual prohibition, Licensee will not, and will not permit any third party to: (a) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Licensed Software available to any third party, or operate it as a hosted or managed service for the benefit of any third party (Client Portal Users accessing portal features in connection with Licensee's services are not a violation of this clause); (b) use the Licensed Software to develop, or assist in developing, a product or service that competes with the Licensed Software; (c) copy the Licensed Software except as reasonably necessary for the uses permitted in Section 2; (d) modify, adapt, or create derivative works of the Licensed Software, other than configuration through interfaces and settings provided by Licensor; (e) circumvent, disable, or interfere with the License Key mechanism or any usage-band enforcement; (f) remove or obscure any proprietary notices; or (g) publish benchmark or performance comparisons of the Licensed Software without Licensor's prior written consent.

4. Relationship to the PolyForm Small Business License

If, at the start of any renewal License Term, Licensee qualifies for the PolyForm Small Business License 1.0.0 as published by the PolyForm Project, Licensee may elect not to renew this Agreement and instead use the Licensed Software under that license, in which case the perpetual fallback in Section 7.2 does not limit any rights Licensee holds under that license. While this Agreement is in effect, the terms of this Agreement govern Licensee's use of the Licensed Software.

5. Fees; Staff Certification; True-Up

5.1 Fees. Licensee will pay the license fees stated on the Order Form annually in advance. Fees are stated and payable in U.S. dollars, are exclusive of taxes (Licensee is responsible for all applicable sales, use, and similar taxes, excluding taxes on Licensor's income), and, except as expressly provided in this Agreement, are non-refundable.

5.2 Staff Certification. On the Effective Date and at each renewal, Licensee will certify in writing (including by email or through the licensing portal) its total Staff count. Licensor is entitled to rely on that certification in issuing License Keys and invoices.

5.3 True-Up. If Licensee's actual Staff count at any certification date placed Licensee in a higher Staff Band than the one certified, Licensee will, within thirty (30) days of discovery or notice, pay the difference between the fees paid and the fees applicable to the correct Staff Band for the affected License Term(s), at the rates in effect during those terms. Payment of the true-up amount is Licensor's exclusive monetary remedy for good-faith under-certification. Movement to a lower Staff Band takes effect at the next renewal; no mid-term refunds or credits apply.

5.4 Renewal Pricing. Licensor may adjust renewal pricing by giving notice at least forty-five (45) days before the end of the then-current License Term. Any increase for a given renewal is capped at ten percent (10%) over the prior term's fees unless Licensee changes Staff Band or adds products.

5.5 Late Payment. Amounts more than fifteen (15) days past due accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is less. Licensor may suspend issuance of License Keys and Updates while undisputed amounts remain past due.

6. Term and Renewal

6.1 Term. This Agreement begins on the Effective Date and continues for the initial License Term. Licensor will issue a renewal invoice approximately thirty (30) days before each License Term ends. The Agreement renews for a successive twelve (12) month License Term upon Licensee's payment of the renewal invoice on or before the expiration date. This Agreement does not renew automatically, and nonpayment of a renewal invoice is not a breach; it simply results in expiration under Section 7.

7. Expiration; Perpetual Fallback License

7.1 Effect of Expiration. Upon expiration of the final License Term without renewal, Licensee's rights to receive Updates, new License Keys, and support end, and Licensor has no further obligations under this Agreement except as stated in Section 7.2.

7.2 Perpetual Fallback. Provided Licensee is not in material breach at expiration, Licensee's license under Section 2 converts to a perpetual, non-exclusive, non-transferable license to continue running the most recent version of each Licensed Software product that Licensee lawfully activated during its final paid License Term, subject to the restrictions in Section 3 and the Staff Band certified for that final term. The fallback license does not include Updates, new versions, new License Keys, reactivation services, or support. If Licensee's Staff count later exceeds the fallback Staff Band, continued use requires a new commercial license. The fallback license does not apply if this Agreement is terminated for breach under Section 13.

7.3 No Data Hostage. Expiration or termination never restricts Licensee's access to its own data. The Licensed Software's export functions, database, and file stores remain under Licensee's control at all times, and Licensor will not remotely disable access to Licensee data.

8. Support and Professional Services

8.1 No Included Support. The license fees do not include installation, configuration, training, or support of any kind. Licensor makes Documentation and community resources available as-is. Licensor has no obligation to respond to support requests except under a separately purchased engagement described in Exhibit B.

8.2 Paid Support. Installation and support services are available for the fees and on the terms in Exhibit B (Support and Professional Services Terms). All services are provided on a best-effort, as-scheduled basis by a sole practitioner who also operates an accounting practice; no response times, uptime commitments, or service levels are offered or implied, and seasonal blackout periods apply as stated in Exhibit B.

9. Self-Hosting; Data; Compliance

9.1 Self-Hosted Software. The Licensed Software is self-hosted by Licensee. Licensor does not host, access, receive, process, or store Licensee's client data, workpapers, books, or records, and is not a service provider, processor, or subcontractor with respect to that data for purposes of the Gramm-Leach-Bliley Act, the FTC Safeguards Rule, IRC §7216, or similar requirements. Licensee is solely responsible for the security, backup, and regulatory compliance of its deployment.

9.2 License Telemetry. The License Key mechanism transmits to Licensor's licensing service only activation and validation data, limited to items such as the license identifier, instance identifier, product and version, and certified Staff Band. It does not transmit Licensee's client data or business records.

9.3 Third-Party Components. The Licensed Software includes open-source and third-party components licensed under their own terms, which are identified in the Documentation or accompanying notices. Optional integrations with third-party services (for example, payment processing, bank feeds, e-signature, or AI providers) are subject to Licensee's own agreements with those providers, and Licensor is not responsible for such services.

10. Ownership; Feedback

Licensor and its licensors retain all right, title, and interest in and to the Licensed Software and Documentation. No rights are granted except as expressly stated in this Agreement. If Licensee provides suggestions or feedback, Licensor may use them without restriction or obligation.

11. Warranty Disclaimer

THE LICENSED SOFTWARE, DOCUMENTATION, AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. LICENSEE IS A PROFESSIONAL FIRM RESPONSIBLE FOR ITS OWN WORK PRODUCT; OUTPUT OF THE LICENSED SOFTWARE (INCLUDING ANY AI-ASSISTED CLASSIFICATION, SUGGESTION, OR CALCULATION FEATURES) IS NOT ACCOUNTING, TAX, OR LEGAL ADVICE AND MUST BE REVIEWED BY LICENSEE BEFORE RELIANCE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LICENSEE'S BREACH OF SECTION 3 (RESTRICTIONS) OR EITHER PARTY'S WILLFUL MISCONDUCT. LICENSOR PROVIDES NO INDEMNIFICATION OF ANY KIND.

13. Termination for Breach

Either party may terminate this Agreement if the other party materially breaches it and fails to cure within thirty (30) days after written notice describing the breach. Upon termination for Licensee's breach, all licenses (including any fallback rights) end immediately, and Licensee will cease use of, and destroy all copies of, the Licensed Software, except that Section 7.3 (No Data Hostage) survives and Licensee retains its own data. Sections 3, 5.3, 7.3, and 9 through 14 survive any expiration or termination.

14. General

14.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Missouri, without regard to conflicts-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Greene County, Missouri.

14.2 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Licensee's practice, with written notice to Licensor; the successor's Staff count applies at the next renewal. Licensor may assign this Agreement in connection with a sale of the applicable product line or business.

14.3 Entire Agreement; Order of Precedence. This Agreement, together with the Order Form and Exhibits, is the entire agreement between the parties regarding the Licensed Software and supersedes all prior or contemporaneous understandings. If the Order Form conflicts with this Agreement, the Order Form controls. Terms on any Licensee purchase order are void.

14.4 Notices. Notices must be in writing and are effective when delivered by email to the addresses on the Order Form (with confirmation of transmission and no bounce) or by nationally recognized courier.

14.5 Miscellaneous. The parties are independent contractors. A waiver must be in writing and applies only to the instance given. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Neither party is liable for delay or failure caused by events beyond its reasonable control (other than payment obligations). This Agreement may be executed in counterparts, including by electronic signature.