Software-as-a-Service License Agreement

1. Definitions

• "Platform" means the Purple Dragon Dojo Management System cloud-hosted software application, including all updates, upgrades, patches, and associated documentation provided by Provider.
• "Customer Data" means all data, content, and information submitted to or generated within the Platform by Customer, its staff, and its members, including but not limited to member records, financial transactions, attendance records, documents, photos, and communications.
• "Authorized Users"means Customer's employees, contractors, and agents who are authorized by Customer to access the Platform under this Agreement.
• "Location" means a single physical martial arts school or training facility operated by Customer.
• "Subscription Term" means the period during which Customer has paid access to the Platform, as specified in the applicable Order Form.
• "Order Form" means the executed ordering document or online subscription confirmation that references this Agreement and specifies the plan, pricing, number of Locations, and Subscription Term.
• "Service Level Agreement" or "SLA" means the uptime and support commitments set forth in Section 7.
• "Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to business plans, technical data, pricing, Customer Data, and source code.

2. Grant of License

2.1 License Scope

Subject to the terms of this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term solely for Customer's internal business operations at the number of Locations specified in the Order Form.

2.2 Restrictions

Customer shall not:

• Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Platform;
• Sublicense, resell, lease, rent, loan, distribute, or otherwise make the Platform available to any third party except Authorized Users;
• Use the Platform to provide services to third parties (including operating a bureau service, application service, or managed service);
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;
• Use the Platform in any way that violates applicable laws, regulations, or third-party rights;
• Attempt to gain unauthorized access to the Platform, related systems, or networks;
• Introduce viruses, malware, or other harmful code into the Platform;
• Use the Platform to store or transmit material that is infringing, defamatory, or otherwise objectionable;
• Exceed the number of Locations, Authorized Users, or member limits specified in the Order Form.

2.3 Intellectual Property Ownership

The Platform, including all source code, object code, designs, algorithms, data structures, user interfaces, documentation, and all intellectual property rights therein, is and shall remain the sole and exclusive property of Provider and its licensors. This Agreement does not convey any ownership interest in the Platform. All rights not expressly granted herein are reserved by Provider.

2.4 Customer Branding

Customer may configure the Platform with its own business name, logo, and brand colors as supported by the Platform's customization features. Such customization does not transfer any intellectual property rights to Customer.

3. Customer Data

3.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Provider acquires no rights in Customer Data except as necessary to provide the Platform services.

3.2 License to Provider

Customer grants Provider a limited, non-exclusive license to access, use, process, and store Customer Data solely to the extent necessary to provide, maintain, and improve the Platform services, comply with applicable law, and enforce this Agreement.

3.3 Data Protection

Provider shall:

• Implement and maintain industry-standard administrative, technical, and physical safeguards to protect Customer Data against unauthorized access, loss, or destruction;
• Encrypt Customer Data in transit (TLS 1.2+) and at rest (AES-256);
• Restrict access to Customer Data to only those Provider personnel who require access to perform their duties;
• Not access, use, or disclose Customer Data except as expressly permitted under this Agreement or as required by law;
• Promptly notify Customer of any confirmed data breach affecting Customer Data, in no event later than seventy-two (72) hours after discovery.

3.4 Data Portability

Upon written request, Provider shall export Customer Data in a standard, machine-readable format (CSV or JSON) within thirty (30) calendar days. One data export per calendar year is provided at no additional charge; additional exports may be subject to a reasonable administrative fee.

3.5 Data Deletion

Upon termination of this Agreement and after the data retrieval period described in Section 10.3, Provider shall delete all Customer Data from its systems within ninety (90) calendar days, except as required by law or for legitimate record-keeping. Provider shall certify deletion in writing upon Customer's request.

3.6 Data Processing Agreement

The parties agree that Provider processes Customer Data as a "data processor" (or "service provider" under CCPA) on behalf of Customer as "data controller." A Data Processing Addendum ("DPA"), incorporated herein by reference, governs the processing of personal data and is available upon request.

4. Fees and Payment

4.1 Subscription Fees

Customer shall pay the subscription fees specified in the Order Form. Fees are invoiced in advance on a monthly or annual basis as elected by Customer. All fees are quoted in United States Dollars (USD) unless otherwise specified.

4.2 Payment Terms

All invoices are due within fifteen (15) calendar days of the invoice date. Payment may be made by credit card, ACH transfer, or wire transfer. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

4.3 Taxes

All fees are exclusive of applicable sales, use, value-added, or similar taxes. Customer is responsible for all such taxes, excluding taxes based on Provider's income.

4.4 Fee Adjustments

Provider may increase subscription fees upon at least sixty (60) days' prior written notice before the start of any renewal term. If Customer does not agree to the increase, Customer may terminate this Agreement at the end of the then-current Subscription Term without penalty.

4.5 Suspension for Non-Payment

If payment is more than thirty (30) days past due, Provider may suspend Customer's access to the Platform upon ten (10) days' written notice. Suspension does not relieve Customer of its payment obligations. Provider shall restore access within twenty-four (24) hours of receipt of all outstanding amounts.

5. Multi-Location and Scaling

5.1 Additional Locations

Customer may add additional Locations by executing an updated Order Form or via the Platform's self-service provisioning. Each additional Location is subject to the per-Location pricing in effect at the time of addition.

5.2 Data Isolation

Each Location's data is logically isolated using row-level security policies enforced at the database layer. Staff at one Location cannot access data belonging to another Location unless explicitly granted cross-location access (e.g., franchise owner or CEO role).

5.3 Franchise / CEO Access

Customer's designated CEO or franchise administrator account may access data across all Locations for consolidated reporting, oversight, and management purposes. This access is verified server-side and cannot be spoofed from the client.

6. Payment Processing

6.1 Third-Party Payment Processor

The Platform integrates with third-party payment processors (currently Authorize.net) to facilitate payment collection from Customer's members. Customer must establish its own merchant account with the applicable payment processor. Provider is not a party to the merchant agreement and assumes no liability for payment processing failures, chargebacks, or disputes between Customer and the payment processor.

6.2 PCI Compliance

The Platform uses client-side tokenization (Accept.js) to ensure that raw payment card data never transits or is stored on Provider's servers. Customer acknowledges that maintaining PCI DSS compliance for its merchant account is Customer's responsibility. Provider maintains PCI DSS SAQ-A-EP compliance for the Platform.

6.3 Funds

All payments collected from Customer's members are deposited directly into Customer's merchant account. Provider does not hold, escrow, or have access to Customer's member payment funds at any time.

7. Service Levels and Support

7.1 Uptime Commitment

Provider shall use commercially reasonable efforts to maintain Platform availability of at least 99.5% per calendar month, measured excluding scheduled maintenance windows. Scheduled maintenance will be performed during off-peak hours (12:00 AM – 6:00 AM ET) with at least 48 hours' advance notice.

7.2 Service Credits

If monthly uptime falls below 99.5%, Customer is eligible for service credits:

• 99.0% – 99.4%: 5% credit of monthly subscription fee
• 95.0% – 98.9%: 15% credit of monthly subscription fee
• Below 95.0%: 30% credit of monthly subscription fee

Service credits must be requested within thirty (30) days of the affected month and are applied to the next billing cycle. Service credits are Customer's sole and exclusive remedy for downtime.

7.3 Support

Provider offers email-based support during business hours (Monday–Friday, 9:00 AM – 5:00 PM ET, excluding U.S. federal holidays). Critical issues (Platform completely unavailable) will receive a response within four (4) business hours. Non-critical issues will receive a response within one (1) business day.

7.4 Exclusions

The uptime SLA does not apply to outages caused by:

• Force majeure events (Section 14);
• Customer's equipment, software, or network;
• Third-party service providers (e.g., Supabase, Vercel, Authorize.net);
• Customer's misuse of the Platform or failure to follow documentation;
• Scheduled maintenance performed in accordance with Section 7.1.

8. Representations and Warranties

8.1 Provider Warranties

Provider represents and warrants that:

• It has the legal authority to enter into this Agreement and grant the license described herein;
• The Platform will materially conform to its published documentation during the Subscription Term;
• It will provide the Platform in compliance with all applicable laws and regulations;
• It will not knowingly introduce viruses, malware, or other harmful code into the Platform.

8.2 Customer Warranties

Customer represents and warrants that:

• It has the legal authority to enter into this Agreement;
• It will use the Platform in compliance with all applicable laws, including consumer protection, data privacy, CAN-SPAM, TCPA, and COPPA;
• It has obtained all necessary consents from its members for data collection and processing;
• All Customer Data submitted to the Platform is accurate, lawful, and does not infringe any third-party rights;
• It will maintain the confidentiality of its account credentials.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

EXCEPT FOR OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION) AND BREACHES OF SECTION 2.2 (RESTRICTIONS) OR SECTION 12 (CONFIDENTIALITY), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis

The limitations of liability in this Section 9 are a fundamental element of the basis of the bargain between the parties and shall apply notwithstanding the failure of the essential purpose of any limited remedy.

10. Term and Termination

10.1 Term

This Agreement commences on the date Customer executes the Order Form or first accesses the Platform and continues for the initial Subscription Term specified in the Order Form. The Agreement will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.2 Termination

• For Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; or (b) becomes insolvent, files for bankruptcy, or ceases business operations.
• For Convenience by Customer:Customer may terminate this Agreement at the end of any Subscription Term by providing thirty (30) days' written notice. No refunds will be issued for unused portions of the current term.
• By Provider: Provider may terminate this Agreement immediately upon written notice if Customer: (a) fails to pay any amount when due for more than thirty (30) days; (b) violates Section 2.2 (Restrictions); or (c) uses the Platform in a manner that poses a security risk or legal liability to Provider or its other customers.

10.3 Effects of Termination

Upon termination:

• Customer's access to the Platform will be suspended immediately;
• Customer shall have thirty (30) days to request a data export (Section 3.4);
• All outstanding fees become immediately due and payable;
• Provider shall delete Customer Data in accordance with Section 3.5;
• Sections 2.3, 3.1, 9, 11, 12, 13, and 15 shall survive termination.

11. Indemnification

11.1 By Provider

Provider shall defend, indemnify, and hold harmless Customer against any third-party claims, damages, losses, and reasonable expenses (including attorneys' fees) arising from allegations that the Platform infringes any valid United States patent, copyright, or trademark. Provider's obligations under this section do not apply to the extent the claim arises from: (a) Customer Data; (b) modifications to the Platform made by anyone other than Provider; (c) use of the Platform in combination with third-party products not approved by Provider; or (d) Customer's use of the Platform in violation of this Agreement.

11.2 By Customer

Customer shall defend, indemnify, and hold harmless Provider against any third-party claims, damages, losses, and reasonable expenses (including attorneys' fees) arising from: (a) Customer Data or Customer's use of the Platform; (b) Customer's breach of this Agreement; (c) Customer's violation of applicable law; or (d) any dispute between Customer and its members, employees, or payment processor.

11.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement may be entered that imposes obligations on the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform its obligations under this Agreement. Each party shall use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but in no event less than reasonable care.

Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is disclosed pursuant to a court order or applicable law, provided the receiving party gives prompt notice.

Obligations under this Section 12 shall survive termination of this Agreement for a period of three (3) years.

13. Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

13.2 Mandatory Mediation

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith mediation. Either party may initiate mediation by providing written notice. The parties shall agree on a mutually acceptable mediator within fifteen (15) days and shall participate in at least one mediation session within forty-five (45) days of the mediation notice. Each party shall bear its own costs and share equally in the mediator's fees.

13.3 Jurisdiction and Venue

If mediation is unsuccessful, any action or proceeding shall be brought exclusively in the state or federal courts located in Fulton County, Georgia. Each party consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

13.4 Equitable Relief

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.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, government actions, power failures, internet disruptions, or failures of third-party hosting providers. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice without penalty.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with any Order Forms and the DPA, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, negotiations, and discussions, whether oral or written.

15.2 Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

15.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this section is void.

15.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

15.6 Notices

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by nationally recognized overnight courier to the addresses specified in the Order Form. Notices to Provider shall be sent to: purpledragonusa@gmail.com.

15.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

15.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any rights upon any third party.

15.9 Counterparts

This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one agreement.

16. Contact Information