END USER AGREEMENT

Last Updated: October 12, 2026

THESE STABLES SYSTEMS LTD. MASTER TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND STABLES SYSTEMS LTD. AND GOVERN YOUR USE OF AND ACCESS TO THE SERVICES BY YOU AND YOUR END USERS, WHETHER OR NOT IN CONNECTION WITH AN ACTIVE SUBSCRIPTION TO THE SERVICES.

Capitalized terms used in this Agreement are defined in Section 1 or where they are first used. This Agreement applies to any use of, and access to, the Services by You and Your End Users.

This Agreement is effective on the earlier of (a) the date You sign up for the Services or accept a Subscription Plan, or (b) the date You first access or use any Services (the “Effective Date”). By logging in to, accessing, or using a Service, or by authorizing or permitting an End User to log in to, access, or use a Service, You accept and agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company or another legal entity (an “Entity”), You are agreeing to this Agreement for and on behalf of that Entity and representing to Stables Systems Ltd. that You have the authority to bind that Entity. You may not use or access the Services or accept this Agreement if You are not at least 18 years old, You do not have authority to bind the Entity on whose behalf You purport to act, or You do not agree with any part of this Agreement.

Stables Systems Ltd. may change this Agreement as described in Section 11.6.

You and Stables Systems Ltd. are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”

1. DEFINITIONS

1.1 “ACH” means the Automated Clearing House network, the electronic funds-transfer system used to move money between U.S. bank accounts.

1.2 “ACH Authorization” means a written or electronic authorization, including one accepted through the Services, by which an account holder authorizes the initiation of ACH debit entries to a bank account.

1.3 “Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with, the indicated person or Entity.

1.4 “Aggregated Data” means anonymized, aggregated, or de-identified data derived by or through the operation of the Services that is created by or on behalf of Stables Systems Ltd. and that does not reveal any personally identifying information.

1.5 “Agreement” means these Stables Systems Ltd. Master Terms and Conditions, which govern the use of the Services between Stables Systems Ltd. and a Customer.

1.6 “Authorized Party” means Your employees and third-party providers whom You have authorized to access or receive Your Data, whether (i) in writing, (ii) through the Services’ security designations, or (iii) by system integration or other data exchange process.

1.7 “Bank Account Data” means bank routing numbers, account numbers, account types, and account-holder names provided by You or Your End Users to or through the Services, and is a sub-set of Customer Data.

1.8 “Cardholder Data” means credit card numbers (including CVV and security codes), expiration dates, billing addresses, and cardholder names as entered by You and Your End Users, and is a sub-set of Customer Data.

1.9 “Confidential Information” means all written or oral information disclosed by one Party to the other that relates to the operations of any Party or a third party and that has been identified as confidential or that, by its nature or the circumstances of its disclosure, ought reasonably to be treated as confidential.

1.10 “Customer,” “You,” and “Your” mean the person who, or the Entity that by or through such person, has signed up for or commenced using the Services, and include all of Your Locations.

1.11 “Customer Data” means all data, information, or other material about an End User that You and Your End Users provide or submit to the Services, and includes Cardholder Data, Bank Account Data, and the portions of Your Data that relate to specific End Users.

1.12 “End Users” means any and all users of the Services other than Stables Systems Ltd., including Your employees, staff, trainers, members, boarders, riders, students, parents and guardians, consultants, contractors, and agents, and third parties with whom You transact business.

1.13 “Fees” means all fees and charges for the Services under Your Subscription Plan, including subscription fees, add-ons, upgrades, overage charges, Taxes, late charges, and returned-payment fees.

1.14 “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship, including copyrights and moral rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms, and other industrial property rights; (e) all other intellectual and industrial property rights of every kind and nature however designated (including logos, “rental” rights, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of any of the foregoing now or hereafter in force.

1.15 “Location” means each individual location identified in Your Subscription Plan for which You are accepting this Agreement.

1.16 “Malicious Code” means viruses, worms, time bombs, Trojan horses, and any other harmful or malicious code, files, scripts, agents, or programs now existing or hereafter devised.

1.17 “Nacha Rules” means the Nacha Operating Rules and Guidelines governing the ACH network, as amended from time to time.

1.18 “Non-Stables Systems Application” means a web-based, mobile, offline, or other software application or functionality that is provided by You or a third party and that interoperates with the Services, including an application developed by or for You by a third party other than Stables Systems Ltd.

1.19 “Payment Processor” means any third-party payment processor, gateway, or financial institution that Stables Systems Ltd. uses or designates to process card, ACH, or other payments made through the Services, including BoldPay for card transactions.

1.20 “PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed at https://www.pcisecuritystandards.org/ and as updated from time to time.

1.21 “Personally Identifiable Information” (or “PII”) means information, including Customer Data, that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.

1.22 “Privacy Policy” means the written policy describing Stables Systems Ltd.’s practices in the collection and disclosure of information, including PII, from You and End Users of the Services, posted on the Website at https://stablessystems.com/privacy-policy/, as amended from time to time, and incorporated into this Agreement by reference.

1.23 “Service(s)” means (i) the Website and the Stables Systems web application, customer and rider portals, and mobile application through which Stables Systems Ltd. offers tools for scheduling, billing, payments, client management, and horse records; (ii) those products and services themselves; (iii) any other features, products, and services generally marketed by Stables Systems Ltd. under the name “Stables Systems,” whether or not through the Website; and (iv) all products and services You subscribe to or purchase from Stables Systems Ltd. from time to time.

1.24 “Stables Systems” means Stables Systems Ltd. and its Affiliates.

1.25 “Subscription Plan” means the plan, Location(s), features, add-ons, and Fees You select at signup, on the Website, or in a written quote, proposal, or enrollment confirmation accepted by Stables Systems Ltd., as changed from time to time under this Agreement.

1.26 “Technical Support” means the End User support, technical support, fixes, patches, and occasional updates that Stables Systems Ltd. provides for the Services.

1.27 “Usage Data” means all non-Personally Identifiable Information data regarding the use of the Services by End Users.

1.28 “Website” means stablessystems.com, the Stables Systems mobile application, and any other website or URL through which Stables Systems Ltd. offers the Services.

1.29 “Your Data” means any data, information, or material provided or submitted by You and Your End Users to or through the Services. Your Data includes Customer Data, Cardholder Data, and Bank Account Data, but excludes Usage Data and Aggregated Data.

2. LICENSE

2.1 Grant of License to You. Subject to this Agreement, including Your timely payment of all Fees, Stables Systems Ltd. grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services described in Your Subscription Plan during the term of this Agreement, solely for Your internal business operations.

2.2 Restrictions. You will not: (a) modify, copy, or create derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Your End Users as permitted by this Agreement; (c) reverse engineer or decompile any portion of the Services, including any software Stables Systems Ltd. uses to provide them; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing product or service; (e) copy any features, functions, integrations, interfaces, or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.

3. SERVICES

3.1 Usage Limitations. Use of the Services is subject to the limits stated in Your Subscription Plan and otherwise in this Agreement.

3.2 Use Disclaimer. Except as set forth in Section 7.1, Your use of and access to the Services and all contents associated with them are at Your sole risk. If Stables Systems Ltd. requires each of Your Locations to accept this Agreement individually and a Location does not accept in the manner prescribed, Stables Systems Ltd. may immediately suspend use of the Services for that Location until acceptance is obtained. A Location’s failure to accept does not limit or reduce Your liability for Fees.

3.3 Provision of Services. Stables Systems Ltd. will make the Services available to You in accordance with Exhibit A, this Agreement, and Your Subscription Plan. Your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments by Stables Systems Ltd. about potential future functionality or features. The Services are provided in U.S. English only.

3.4 Location Subscriptions. Unless Your Subscription Plan says otherwise, (i) the Services are purchased per Location and may be accessed only by the number of Locations stated in Your Subscription Plan, and (ii) additional Locations may be added by changing Your Subscription Plan as Stables Systems Ltd. prescribes. Location subscriptions are for the designated Locations only and may not be shared or used by more than one Location unless Stables Systems Ltd. permits it in writing.

3.5 Service Availability and Access. Exhibit A is incorporated into this Agreement. The Services may on occasion be unavailable to permit maintenance or other development activity, and Stables Systems Ltd. will use reasonable efforts to give advance notice by email or within the Services. Stables Systems Ltd. may, in its sole discretion, block or suspend access to any of the Services, with or without notice, if and for so long as it reasonably determines that Your access or use is damaging to the reputation of Stables Systems Ltd., harmful to the functioning or security of the Services, or prohibited by law.

3.6 Help Desk. If You have a technical problem, You must make all reasonable efforts to investigate and diagnose it before contacting Stables Systems Ltd. If You still need help, You may consult the support materials on the Website, use the chat icon after logging in, email support@stablessystems.com, or call (540) 642-1381 during the support hours in Exhibit A.

3.7 No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE WILL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER UNDER THIS AGREEMENT, AND NONE OF THE SERVICES WILL BE DEEMED “WORK MADE FOR HIRE.” Any development activity relating to technology, content, media, or other intellectual property must be the subject of a separate written agreement between Stables Systems Ltd. and You before it begins.

3.8 Trial and Pilot Services. If Stables Systems Ltd. provides the Services to You during a trial or pilot period, the Services are available until the earlier of the end of that period or the start of Your paid subscription. During a trial or pilot period the Services are unsupported and provided “as is” without any warranties or indemnity, and Stables Systems Ltd. has no liability for any harm or damage arising from them. Data You enter during a trial or pilot period may be lost if You do not begin a paid subscription at the end of the period.

3.9 Records and Reminders; No Professional Advice. The Services, including horse records, health and medical tracking, feed charts, farrier and veterinary schedules, reminders, and notifications, are record-keeping and communication tools. They do not provide veterinary, farrier, training, safety, legal, tax, or other professional advice. You are solely responsible for the accuracy and timeliness of the information entered, for all decisions about the care, handling, training, and safety of horses and people, and for verifying anything You rely on. Reminders and notifications may be delayed, may fail, or may not be received, and Stables Systems Ltd. is not liable for any resulting loss, injury, or damage.

4. PROPRIETARY RIGHTS AND DATA

4.1 Reservation of Rights by Stables Systems Ltd.. Subject to the limited rights expressly granted in this Agreement, Stables Systems Ltd. and its licensors and third-party providers reserve all of their right, title, and interest in and to the Services and related products, including all related Intellectual Property Rights. No rights are granted to You other than those expressly stated in this Agreement, and all other rights are reserved.

4.2 Your Data. Stables Systems Ltd. respects Your rights in and to the content created or stored by You and Your End Users. As between You and Stables Systems Ltd., You own Your Data. You grant Stables Systems Ltd. a non-exclusive, worldwide, royalty-free license, during the term of this Agreement and for as long as Stables Systems Ltd. retains Your Data under Section 4.3, to access, copy, use, process, display, and analyze Your Data (a) to provide, maintain, support, and secure the Services; (b) to develop, improve, and train the Services; (c) to create Aggregated Data and de-identified analytics, benchmarks, and business insights, which Stables Systems Ltd. may use for its own business purposes, including product development and marketing, provided that such data does not identify You or any individual End User; and (d) for internal reporting, fraud prevention, compliance, and other typical business operations in the ordinary course.

You represent, warrant, and covenant that You have all rights necessary to grant these licenses and that providing Your Data through the Services does not and will not violate any applicable law or the rights of any third party. All right, title, and interest in any data or information that Stables Systems Ltd. collects independently, without access to or use of Your Data, including data about End Users obtained through the Website or marketing landing pages, is owned solely by Stables Systems Ltd.

4.3 Data Retention. Stables Systems Ltd. will retain Customer Data, including transaction, billing, and ACH Authorization records, for a minimum of seven (7) years after the later of the date the data was created or the termination of Your account, for audit, compliance, tax, and legal purposes. This applies even if You cancel or ask for earlier deletion of certain records, except where applicable law requires earlier deletion. Stables Systems Ltd. will otherwise retain Your Data in accordance with the Privacy Policy. This Section survives termination of this Agreement.

4.4 User Content. You and Your End Users may transmit or publish content created by You or Your End Users using the Services. You are solely responsible to Stables Systems Ltd. for that content and the consequences of its transmission or publication. You will not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit that content for any purpose other than in connection with performing Your obligations under this Agreement without the express written consent of the person who owns the rights to it.

If You come across any content with a copyright notice or copy-protection feature, You will not remove the notice or disable the feature. By making copyrighted or copyrightable content available through the Services, You affirm that You have the consent, authorization, or permission of every person who may claim rights in it to make it available in that manner.

Stables Systems Ltd. may block access to or remove content You make available if it receives complaints of illegality or infringement of third-party rights in that content. By using the Services and transmitting or publishing content through them, You consent to determinations of illegality or infringement being made by the agent Stables Systems Ltd. designates for that purpose.

4.5 Third-Party Applications and Links. You are responsible for backing up Your Data as appropriate. Stables Systems Ltd. is not responsible for any disclosure, modification, deletion, or corruption of Your Data resulting from use of the Services by a Non-Stables Systems Application or by a third-party application provider not engaged by Stables Systems Ltd. The Services may contain links to other websites, which are provided for information only. Stables Systems Ltd. does not endorse any advice, goods, or services offered by third parties, has no control over the content of third-party sites, and is not responsible for their content, their privacy practices, the information they collect, the accuracy of their information, or the quality of products, services, or software offered or advertised on them.

4.6 Usage Data. Stables Systems Ltd. maintains exclusive ownership of Usage Data and grants You access to Usage Data during the term of this Agreement to use data capture, syndication, and analysis tools to track, extract, compile, aggregate, and analyze it. You may not sell or license access to Usage Data to any third party. Stables Systems Ltd. may collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies and may, during and after the term of this Agreement, (i) use that data to improve and enhance the Services and for development, diagnostic, and corrective purposes in connection with the Services and its other offerings, and (ii) disclose it in aggregate or other de-identified form in connection with its business. Section 4.2 governs Stables Systems Ltd.’s use of Your Data.

4.7 License to Use Feedback. You grant Stables Systems Ltd. a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Your End Users relating to the Services.

4.8 License to Customer Marks. You grant Stables Systems Ltd. a license to use Your names and trademarks (“Customer Marks”) to (i) perform the Services; (ii) promote the services of Stables Systems Ltd. to third parties and the public; and (iii) develop and host the Services for You. Stables Systems Ltd. acknowledges and agrees that all use of the Customer Marks by Stables Systems Ltd. accrues to the benefit of the Customer.

4.9 Cardholder Data. Credit and debit card payments made through the Services are processed through BoldPay, which handles PCI DSS compliance for card data submitted through the Services. You are solely responsible for any liability resulting from Your own transmission, handling, or storage of Cardholder Data outside the Services, and You agree to comply with all laws and regulations that apply to Cardholder Data, including PCI DSS, whenever You use the Services to process cards. Stables Systems Ltd. does not store credit card numbers or CVV numbers in its database or software. When payment information is entered, the Payment Processor creates a token for future charges. The token is valid only for Your specific merchant account, and Stables Systems Ltd. cannot export card information because it does not store it.

4.10 Bank Account Data. Bank Account Data is part of Customer Data. Stables Systems Ltd. may transmit Bank Account Data to Payment Processors and financial institutions as needed to process ACH entries, and may store it in encrypted or tokenized form. You are solely responsible for any liability resulting from Your own collection, handling, or storage of Bank Account Data outside the Services, for safeguarding Your account credentials, and for complying with all laws that apply to Bank Account Data. Notwithstanding Section 9.2.2, Stables Systems Ltd. may retain Bank Account Data, ACH Authorizations, and related transaction records for the period stated in Section 4.3 and Section 6.11(f) for audit, compliance, and legal purposes.

4.11 Unauthorized Disclosure. If either Party believes there has been a disclosure of Your Data in a manner not authorized by this Agreement, that Party will promptly notify the other and provide the details the other reasonably requests. Both Parties will cooperate with each other, their regulators, and law enforcement to regain possession of Your Data and prevent its further unauthorized use, and will take all commercially reasonable remedial actions the non-disclosing Party requests or requires to prevent further incidents. Each Party will reasonably assist the other in remediating or mitigating any potential damage, including any notification to individuals who are or may be affected. If a disclosure arises from one Party’s breach of this Agreement, the breaching Party will bear the reasonable cost, if any, of notifying the affected individuals.

4.12 Personally Identifiable Information. The Privacy Policy governs how Stables Systems Ltd. collects and uses PII submitted through the Services. By accessing or using the Services, You represent that You have read and accept the Privacy Policy, as amended from time to time.

4.13 Data Disputes. Disputes between You and Your End Users are Your responsibility. You are solely responsible for resolving disputes regarding ownership of or access to Your Data, including those involving any current or former owners, co-owners, employees, or contractors of Your business. Stables Systems Ltd. has no obligation to resolve or intervene in those disputes.

5. USE OF SERVICES

5.1 Customer Representations and Covenants. As a condition of this Agreement, when accessing and using the Services You must: (i) not transmit or input into the Services any files that may damage another person’s computing devices or software, any offensive content, or any material or data that violates any law, including privacy or intellectual property rights; (ii) not use the Services to contact anyone in violation of the Telephone Consumer Protection Act of 1991 and its implementing rules, including 47 C.F.R. § 64.1200 (together, the “TCPA Rules”), the CAN-SPAM Act, or any other privacy, telemarketing, or messaging law, and obtain every consent those laws require before calling, texting, or emailing End Users or others through the Services; (iii) not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer program used to deliver the Services or operate the Website, except as strictly necessary for normal use; (iv) use the Services only for Your own lawful internal business purposes, in accordance with this Agreement and any other Stables Systems Ltd. policies adopted from time to time; (v) ensure that all persons who access the Services through You comply with and accept the terms of this Agreement that apply to them; (vi) ensure that You are authorized to act on behalf of Your Locations in providing the Services to End Users; (vii) not attempt to undermine the security or integrity of Stables Systems Ltd.’s computing systems or networks or, where the Services are hosted by a third party, that third party’s systems and networks; (viii) not use or misuse the Services in any way that may impair their functionality or the ability of any other user to use them; and (ix) not attempt to gain unauthorized access to any materials, or to the computer systems on which the Services are hosted, other than those You have been given express permission to access.

5.2 General Customer Responsibilities. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, and web servers (collectively, “Equipment”). You are, and at all times will remain, in full compliance with all applicable laws and regulations, including those concerning privacy and telemarketing, relating to Your use of the Services. You may enable access to the Services only for Authorized Parties and only for Your internal business purposes in accordance with this Agreement, and not for the benefit of any third party. You will (a) have sole responsibility for the accuracy, quality, and legality of Your Data, and (b) prevent unauthorized access to or use of the Services and promptly notify Stables Systems Ltd. of any unauthorized access or use.

5.3 End Users. You are responsible for all acts and omissions of Your End Users in connection with the Services as if they were Your own, and for ensuring that each End User complies with the terms of this Agreement that apply to them. Minors may use the Services only through an account held by a parent or legal guardian, who is responsible for the minor’s use. Your relationships with Your End Users, including boarding, lesson, training, and other service agreements, pricing, billing, refunds, and cancellation policies, are solely between You and them. Stables Systems Ltd. is not a party to those relationships and is not responsible for them.

5.4 Terms for End Users. End Users who log in to, access, or use the Services, including through a rider, client, or customer portal, agree to this Agreement to the extent it applies to them, including Sections 2.2 (restrictions), 4.4 (user content), 5.1 (acceptable use), 6.12 (ACH and card payments to a barn), 7.2 (warranty disclaimer), 10 (limitation of liability), and 11 (miscellaneous). An End User’s payment obligations run to the barn, not to Stables Systems Ltd., and an End User with a question or dispute about a charge, service, refund, or cancellation must contact the barn. The Privacy Policy applies to End Users’ personal information. An End User who does not agree to these terms must stop using the Services.

5.5 Federal Regulations. You may not remove or export from the United States, or allow the export or re-export of, the Services or anything related to them, or any direct product of them, in violation of any restriction, law, or regulation of the United States Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”) section 2.101, the Services and documentation are “commercial items,” and under Defense Federal Acquisition Regulation (“DFAR”) section 252.227-7014(a)(1) and (5) they are deemed “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of the Services or documentation by the U.S. Government is governed solely by this Agreement and is prohibited except as this Agreement expressly permits.

5.6 Stables Systems Ltd. Obligations. Stables Systems Ltd. will (a) provide basic support for the Services at no additional charge as set forth in Exhibit A, and such additional support as You may purchase from time to time; and (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime, of which Stables Systems Ltd. will give reasonable advance notice through the Website, within the Services, or by email, or (ii) unavailability caused by circumstances beyond Stables Systems Ltd.’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Stables Systems Ltd.’s own employees), internet service provider failures or delays, or denial-of-service attacks (collectively, “Force Majeure”). Stables Systems Ltd. will provide the Services only in accordance with applicable laws and government regulations.

5.7 Non-Stables Systems Providers. Stables Systems Ltd. or third parties may make available third-party products or services, including Non-Stables Systems Applications and implementation and other consulting services. Any acquisition of such products or services by You, and any exchange of data between You and a third-party provider, product, or service, is solely between You and that provider. Stables Systems Ltd. does not warrant or support Non-Stables Systems Applications or other third-party products or services, whether or not they are designated as “certified” or otherwise, unless expressly stated in Your Subscription Plan.

5.8 Non-Stables Systems Applications and Your Data. If You choose to use a Non-Stables Systems Application with the Services, You grant Stables Systems Ltd. permission to allow that application and its provider to access Your Data as required for the application to interoperate with the Services. Stables Systems Ltd. is not responsible for any disclosure, modification, or deletion of Your Data resulting from access by that application or its provider.

5.9 Integration with Non-Stables Systems Applications. The Services may contain features designed to interoperate with Non-Stables Systems Applications. To use those features, You may be required to obtain access to the applications from their providers and to grant Stables Systems Ltd. access to Your accounts on them. Stables Systems Ltd. cannot guarantee the continued availability of those features and may stop providing them, without any refund, credit, or other compensation to You, if, for example, a provider stops making its application available for interoperation with the Services in a manner acceptable to Stables Systems Ltd.

6. SUBSCRIPTION, FEES, AND PAYMENT

6.1 Month-to-Month Subscription. Your subscription is billed on a month-to-month basis with no fixed term. It renews automatically each month until it is cancelled under Section 6.5.

6.2 Billing and Fees. Fees are billed monthly in advance, on or near the calendar date on which Your subscription began (Your “billing date”), using the payment method on file, in U.S. Dollars. You acknowledge that Your subscription has recurring payments, accept responsibility for all recurring charges until cancellation takes effect under Section 6.5, and authorize Stables Systems Ltd. and its Payment Processors to charge Your payment method on file for them. Except as this Agreement states otherwise, Fees are non-cancellable and non-refundable. Stables Systems Ltd. may modify or increase Fees, and institute new charges and Fees, on at least thirty (30) days’ prior written notice to You, which may be sent by email.

6.3 Failed Payments. If a payment fails or is returned for any reason, Stables Systems Ltd. will attempt to process it again up to three (3) additional times. If payment is still not received after the third re-attempt, the amount is overdue and Stables Systems Ltd. may exercise its rights under Sections 6.4 and 6.7. You remain responsible for all Fees incurred, including for any period during which the Services are suspended for non-payment.

6.4 Overdue Charges. If You do not pay an overdue amount within ten (10) business days after Stables Systems Ltd. gives You written notice (email is sufficient), then, in Stables Systems Ltd.’s discretion, the overdue amount may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date it is paid. You are also responsible for the reasonable costs of collecting overdue amounts, including attorneys’ fees.

6.5 Cancellation. Because Your subscription is month-to-month, You may cancel at any time by giving Stables Systems Ltd. at least thirty (30) days’ written notice. Email to support@stablessystems.com is sufficient. Cancellation takes effect thirty (30) days after Stables Systems Ltd. receives Your notice, or on a later date You specify in the notice. Your subscription and billing continue, and Fees continue to accrue and be charged, through the effective date of cancellation. Fees are not prorated under any circumstances, including for mid-cycle cancellation, partial-month use, suspension, or non-use of the Services, and no refund will be issued for any unused portion of a billing period. Cancelling the Services does not cancel any ACH Authorization or payment method on file for amounts You still owe, and revoking an ACH Authorization does not cancel the Services.

6.6 Upgrades and Downgrades. If You upgrade Your Subscription Plan or add Locations (an “Account Upgrade”), the upgrade takes effect immediately, and the incremental Fees will be prorated for the remainder of the then-current billing period, charged to Your payment method, and due upon implementation. Later billing periods will reflect the Account Upgrade. A downgrade takes effect at the start of the next billing period. No refunds or credits are given for downgrading, and downgrading may cause loss of content, features, or capacity. Stables Systems Ltd. does not accept liability for that loss.

6.7 Suspension of Services. If any amount You owe remains unpaid after the third re-attempt under Section 6.3, Stables Systems Ltd. may, without limiting its other rights and remedies, suspend Your access to the Services, without liability, until all amounts owed are paid in full. Stables Systems Ltd. will give You at least five (5) business days’ prior notice of the suspension by email or within the Services, as described in Section 11.2.

6.8 Taxes. Unless stated otherwise, Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases. If Stables Systems Ltd. has a legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You on demand, unless You provide Stables Systems Ltd. with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.9 Payment Disputes. Stables Systems Ltd. will not exercise its rights under Section 6.4 or 6.7 with respect to charges You are disputing reasonably and in good faith and are cooperating diligently to resolve, provided that You notify Stables Systems Ltd. of the dispute in writing within thirty (30) days after the charge is made and pay all amounts that are not in dispute.

6.10 Refunds or Credits. Except as Section 7.5 expressly provides, no refunds or credits for Fees or payments will be provided to You, including for downgrading Your Subscription Plan, partial months, suspension, or non-use of the Services.

6.11 ACH Debit Authorization for Fees.

6.12 ACH Payments Between You and Your End Users.

6.13 Payment Processors. Payments made through the Services are processed by Payment Processors. Credit and debit card transactions are processed through BoldPay, and ACH transactions through the processor or processors Stables Systems Ltd. designates. Each Payment Processor is responsible for its own compliance with PCI DSS and for the secure handling of the payment data it receives. Your use of the Services to process payments is also subject to each Payment Processor’s terms, which You agree to follow. Stables Systems Ltd. may add, change, or replace Payment Processors at any time and is not liable for the acts, omissions, outages, delays, or errors of any Payment Processor or financial institution.

7. WARRANTIES, DISCLAIMERS, AND INDEMNITY

7.1 Stables Systems Ltd. Warranty. Stables Systems Ltd. warrants only that it has validly entered into this Agreement and has the legal power to do so.

7.2 WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES, THE WEBSITE, AND ALL RELATED CONTENT AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. STABLES SYSTEMS LTD. DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. STABLES SYSTEMS LTD. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. STABLES SYSTEMS LTD. WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY (i) A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, (ii) VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR PROGRAMS, OR (iii) THE ACTS OR OMISSIONS OF THIRD PARTIES.

7.3 Mutual Representations. Each Party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has the legal right and authority to enter into and perform its obligations under this Agreement; (iii) the execution and performance of this Agreement will not conflict with or violate any law that applies to it; and (iv) this Agreement, when accepted, will constitute a valid and binding obligation of that Party enforceable against it in accordance with its terms.

7.4 Customer’s Indemnity Obligations. You agree to defend, indemnify, and hold harmless Stables Systems Ltd., its Affiliates, and their respective officers, directors, members, employees, contractors, and agents (the “Stables Parties”) from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and the costs of investigation, experts, and defense), whether brought by a third party or incurred directly, arising out of or related to: (a) any access to or use or misuse of the Services by You or Your End Users; (b) Your Data, including any claim that Your Data, or Your collection or use of it, violates any law or the rights of a third party; (c) any actual or alleged breach by You of this Agreement; (d) any dispute between You and any End User, employee, contractor, or other third party, including disputes over billing, payments, services rendered, cancellation, or refunds, and any dispute regarding ownership of or access to Your Data; (e) any ACH or card payment that You or Your End Users initiate or authorize through the Services, including any returned, reversed, disputed, or unauthorized entry and any failure to obtain or retain a valid authorization; (f) Your violation of any law or regulation, including privacy laws, the TCPA Rules, the CAN-SPAM Act, the Nacha Rules, the Electronic Fund Transfer Act and Regulation E, and state consumer-protection and automatic-renewal laws; (g) the infringement or misappropriation of any third party’s intellectual property rights by You or Your Data; and (h) Your negligence or willful misconduct. This obligation applies even if the claim is alleged to have been caused in part by the negligence of a Stables Party, except to the extent the claim is finally determined to have arisen from the gross negligence or willful misconduct of that Stables Party. Stables Systems Ltd. may, at Your expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You will cooperate with that defense and will not settle any such matter without Stables Systems Ltd.’s prior written consent. You will reimburse amounts due under this Section as they are incurred, within thirty (30) days of invoice.

7.5 Stables Systems Ltd. Indemnity Obligations. Stables Systems Ltd. will defend You against any claim brought by a third party alleging that a Service, as permitted by this Agreement, infringes or misappropriates that third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”), and will pay damages finally awarded against You in connection with it, including the reasonable fees and expenses of the attorneys Stables Systems Ltd. engages for the defense, provided that (a) You promptly notify Stables Systems Ltd. of any threat or notice of the IP Claim; (b) Stables Systems Ltd. has sole and exclusive control to select defense attorneys and to defend or settle the IP Claim; and (c) You fully cooperate with Stables Systems Ltd. in connection with it. If use of a Service by You or Your End Users has become, or in Stables Systems Ltd.’s sole discretion is likely to become, the subject of an IP Claim, Stables Systems Ltd. may, at its option and expense, (i) procure for You the right to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, as Stables Systems Ltd. determines, terminate Your subscription to the Service and refund any Fees You prepaid for the unused portion of the then-current billing period. Stables Systems Ltd. has no liability or obligation under this Section with respect to any IP Claim caused in whole or in part by (x) compliance with designs, data, instructions, or specifications You provide; (y) modification of the Service by anyone other than Stables Systems Ltd.; or (z) the combination, operation, or use of the Service with other hardware or software where the Service alone would not be infringing. This Section 7.5 states Stables Systems Ltd.’s sole and entire liability, and Your sole remedy, with respect to any IP Claim.

7.6 Exclusive Remedy. This Section 7 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for the types of claims described in this Section 7.

8. CONFIDENTIALITY

8.1 Generally. A Party will not disclose or use any Confidential Information of the other Party except (a) as reasonably necessary to perform its obligations or exercise its rights under this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or by order of a court or other governmental authority. Each Party will protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, and in no event with less than a commercially reasonable standard of care. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the receiving Party before its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party; (iii) was independently developed by the receiving Party without reliance on Confidential Information or as a result of a breach of any obligation owed to the disclosing Party; or (iv) was or is received from a third party without breach of any obligation owed by that third party to the disclosing Party. For clarity, nothing in this Section 8.1 restricts Stables Systems Ltd. with respect to Aggregated Data, Usage Data, or its rights under Section 4.2, none of which is Confidential Information under this Agreement.

9. TERM AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and continues month-to-month until Your subscription is cancelled under Section 6.5 or this Agreement is terminated under Section 9.2.

9.2 Termination.

9.3 Surviving Provisions. All provisions of this Agreement that by their nature should survive termination will survive, including Sections 4 (Proprietary Rights and Data), 6 (as to amounts accrued and Sections 6.11 through 6.13), 7, 8, 9.2.2, 9.2.3, 10, and 11.

10. LIMITATION OF LIABILITY

10.1 Generally. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.4 AND YOUR PAYMENT OBLIGATIONS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) WILL EITHER PARTY, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH DAMAGES.

10.2 Stables Systems Ltd. Limitation Amounts. IN NO EVENT WILL THE AGGREGATE LIABILITY OF STABLES SYSTEMS LTD., TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO STABLES SYSTEMS LTD. FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. FOR AN END USER WHO HAS NOT PAID FEES TO STABLES SYSTEMS LTD., THE AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT DOES NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND TO LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF STABLES SYSTEMS LTD. WERE TO ASSUME ANY FURTHER LIABILITY, AND THAT STABLES SYSTEMS LTD. HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICES.

10.3 Exceptions. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, which means some of the above limitations may not apply to You. IN THOSE JURISDICTIONS, STABLES SYSTEMS LTD.’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10.4 Rights Only Against Stables Systems Ltd.. Any claim or damages You may have against Stables Systems Ltd. are enforceable only against Stables Systems Ltd. and not against any other entity or against the officers, directors, representatives, or agents of Stables Systems Ltd. or of any other entity.

10.5 Time to Bring Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with Your Subscription Plan, any ACH Authorization, and any terms and policies incorporated by reference (including by URL), such as the Privacy Policy, is the entire agreement between You and Stables Systems Ltd. on its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral. If Your Subscription Plan conflicts with this Agreement, this Agreement controls, except as to the Fees, plan features, and Locations stated in the Subscription Plan, unless the Subscription Plan expressly refers to the conflict and is signed by an authorized officer of Stables Systems Ltd.

11.2 Notices.

11.3 Force Majeure. Except for Your obligations to pay money under this Agreement, neither Party is liable to the other for any delay or failure to perform an obligation under this Agreement if the delay or failure is due to unforeseen events that occur after this Agreement takes effect and that are beyond that Party’s control, such as war, terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services, provided that the failure or diminishment is not solely attributable to Stables Systems Ltd., its Affiliates, employees, contractors, or representatives, and provided further that the affected Party gives the other written notice as soon as possible after the event occurs. Events described in Section 5.6 as Force Majeure are also covered by this Section.

11.4 No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, confers on any person or entity other than the Parties and their successors and permitted assigns any legal or equitable right to enforce any provision of this Agreement.

11.5 Independent Contractors. The Parties are independent contractors. Except as expressly provided in this Agreement, nothing in it creates a joint venture, partnership, agency, employment, fiduciary, or other relationship between the Parties, and neither Party may make contracts or commitments in the name of or on behalf of the other without its prior written approval.

11.6 Amendments; Modifications. Stables Systems Ltd. may change this Agreement from time to time in its sole discretion. Changes become effective when a modified version of this Agreement is posted to the Website or within the Services, and are not retroactive. If Stables Systems Ltd. makes a material change, it will make commercially reasonable efforts to notify You by email or within the Services at least fifteen (15) days before the change takes effect, except that changes required by law or needed to protect the security or integrity of the Services may take effect immediately. If You continue using the Services after a change takes effect, You have accepted it. If You do not agree to a change, You must stop using the Services and cancel under Section 6.5; cancelling does not release You from Your obligations under this Agreement. It is Your obligation to read, understand, and agree to the latest version of this Agreement posted on the Website or within the Services. The “Last Updated” date at the top of this Agreement shows when it was last changed.

11.7 Assignment; Delegation. Neither Party may assign any of its rights under this Agreement, or delegate any of its duties, without the prior written consent of the other Party, except that (a) either Party may transfer its interests to a third party with which it merges or that acquires all or substantially all of its assets or capital stock; and (b) You may assign Your rights and obligations under this Agreement to an Affiliate that Stables Systems Ltd. has approved in advance in writing. All uses of “You” and “Your” in this Agreement include Your approved Affiliate, as applicable.

11.8 Severability. If a court of competent jurisdiction finds any provision of this Agreement unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement otherwise remains in effect.

11.9 Waiver. No waiver under this Agreement is valid or binding unless it is in writing and signed by the Party against whom enforcement of the waiver is sought. A waiver applies only to the specific matter described in it and does not impair the waiving Party’s rights in any other respect or at any other time. Any delay or forbearance by a Party in exercising a right is not a waiver of that right.

11.10 Governing Law; Venue. THIS AGREEMENT IS GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO ITS CONFLICT-OF-LAWS PRINCIPLES AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE COURTS OF THE COMMONWEALTH OF VIRGINIA SITTING IN OR SERVING AUGUSTA COUNTY, VIRGINIA, AND, WHERE FEDERAL JURISDICTION EXISTS, THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF VIRGINIA, AND WAIVES ANY OBJECTION TO THOSE COURTS, INCLUDING ANY OBJECTION BASED ON INCONVENIENT FORUM.

11.11 Counterparts. This Agreement may be accepted in any number of counterparts, each of which is deemed an original and all of which together constitute one agreement.

11.12 Headings. The headings in this Agreement are for convenience only and do not affect its meaning or interpretation.

11.13 Survival. Provisions of this Agreement that by their terms require performance after termination, or that apply to events that may occur after termination, survive the termination or expiration of this Agreement.

11.14 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of Stables Systems Ltd. in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If You learn of any violation of this restriction, You will promptly notify Stables Systems Ltd. at support@stablessystems.com.

11.15 Attorneys’ Fees and Costs. The prevailing Party, on a net recovery basis, in any action to enforce this Agreement is entitled to recover its attorneys’ fees and costs in connection with the action.

11.16 Electronic Communications and Signatures. You agree to the use of electronic communication to enter into agreements and place orders, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. To the extent permitted by applicable law, You waive any rights or requirements under any law or regulation in any jurisdiction that require an original (non-electronic) signature or the delivery or retention of non-electronic records.

11.17 Changes to the Services. Stables Systems Ltd. may at any time modify, edit, adapt, and update the Services or discontinue any of its products, including any part of the Services, with or without notice. You agree that Stables Systems Ltd. will not be liable to You, any End User, or any third party for any such discontinuance, modification, editing, adaptation, or updating. You may download Your content at any time to keep a backup, and Your failure to do so does not create any liability for Stables Systems Ltd. By continuing to access or use the Services after a revision takes effect, You agree to be bound by the revised terms. If You do not agree to the new terms, You must stop using the Services.

EXHIBIT A

Service Availability and Support Terms

A.1 Availability Target. Stables Systems Ltd. targets availability of the Services of 99% each month, excluding scheduled maintenance and upgrade periods. This target is a goal and not a guarantee, and no credit, refund, or other remedy is owed if it is not met. Downtime does not include any period resulting from (i) Force Majeure; (ii) acts or omissions of You or Your End Users; (iii) acts or omissions beyond Stables Systems Ltd.’s exclusive control; (iv) outages of third-party hosting, infrastructure, platform, or connectivity providers, including Salesforce, Payment Processors, and financial institutions; (v) scheduled maintenance or upgrade periods; or (vi) maintenance You request. Stables Systems Ltd.’s blocking of data communications or other Services in accordance with this Agreement or its other policies is not a failure to provide adequate service levels.

A.2 Customer Support. Stables Systems Ltd. provides Technical Support by live chat or video on weekdays from 9:00 a.m. through 5:00 p.m. Eastern Time, excluding U.S. federal holidays (the “Support Hours”). You may also contact Stables Systems Ltd. by email at support@stablessystems.com or by phone at (540) 642-1381, and messages received outside the Support Hours will be answered during the next Support Hours.