SaaS Subscription Agreement

1. Definitions

• • Agreement means this SaaS Subscription Agreement together with the Terms of Service, Privacy Policy, Acceptable Use Policy, Service Level Agreement, Data Processing Addendum (where applicable), and any executed order form.
• • Plugin means the NextWave Platform WordPress plugin in object-code form, including any updates, configurations, license-validation logic, and proprietary additions made by Island Pitch.
• • Service(s) means the NextWave hosted services (account, license, billing, license-validation API, software updates) and, where applicable, NextWave Cloud Hosting.
• • Self-Hosted Deployment means installation of the Plugin on Customer's own (or Customer's contractor's) WordPress site and infrastructure.
• • Cloud-Hosted Deployment means a NextWave-managed WordPress instance with the Plugin pre-installed and operated by Island Pitch on Amazon Web Services on Customer's behalf.
• • Customer Data means all data, content, and information that Customer, its end users, or its members submit to, generate within, or store using the Plugin or Services.
• • End Users means Customer's members and other individuals who interact with Customer's WordPress site or the Plugin.
• • Order Form means an ordering document executed by both parties that references this Agreement and specifies subscription plan, term, fees, and quantities.
• • Subscription Term means the period during which Customer is authorized to use the Services, as specified in the Order Form or, for self-service signups, the billing period selected at checkout.

2. License Grant and Restrictions

Subject to Customer's compliance with this Agreement and timely payment of fees, Island Pitch grants Customer, during the Subscription Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) install and use the Plugin in object-code form on the number of WordPress sites authorized by Customer's subscription plan; (b) access and use the Services; and (c) permit its employees and contractors with a need-to-know to use the Plugin and Services on Customer's behalf, provided that Customer remains responsible for their compliance.

Customer will not, and will not permit any third party to:

• • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Plugin or Services, except to the limited extent applicable law permits notwithstanding contractual prohibition;
• • Modify, translate, or create derivative works of the Plugin or Services, other than configurations exposed through documented Plugin settings or hooks;
• • Remove, obscure, or alter any proprietary notices, license-validation logic, or telemetry contained in the Plugin;
• • Sublicense, sell, lease, rent, distribute, or otherwise transfer the Plugin or Services, including by service-bureau, white-label, or hosting arrangement, except under a separate Reseller or OEM agreement signed by Island Pitch;
• • Use the Plugin or Services to build, train, or improve any competing product, including by benchmarking the Services;
• • Bypass or circumvent license-validation, rate limits, usage tiers, or feature flags;
• • Use the Plugin or Services in violation of the Acceptable Use Policy or applicable law.

The Plugin incorporates open-source components (including GPL-licensed PHP code inherited from WordPress). Those components remain subject to their original open-source licenses; the restrictions in this Section 2 apply to Island Pitch's proprietary additions and to the Services as a whole.

3. Deployment Models and Allocation of Responsibility

3.1 Self-Hosted Deployment

Customer installs and operates the Plugin on Customer's own infrastructure. Island Pitch's role is limited to: (i) granting the license in Section 2; (ii) operating the license-validation and update-delivery API; (iii) providing reasonable support as described in Section 8; and (iv) processing limited operational telemetry as described in Section 7 and the Privacy Policy. Island Pitch is not Customer's data processor for Customer Data stored on Customer's self-hosted infrastructure, except to the extent telemetry is enabled.

Customer is solely responsible for: hosting selection and procurement; configuration, security hardening, patching, monitoring, and backup of Customer's WordPress installation and underlying infrastructure; uptime and availability of Customer's site; the legal basis for collecting and processing Customer Data, including all required consents and notices to End Users; compliance with the GDPR, CCPA/CPRA, HIPAA (if applicable), PCI DSS, COPPA, ADA, and any other laws or industry standards applicable to Customer or Customer Data; responding to End-User data-subject requests, regulatory inquiries, breach notifications, and consumer complaints; tax registration, sales tax collection, and sweepstakes/raffle bonding (where applicable); and the legality of any benefit, drawing, contest, or promotion run through the Plugin.

3.2 Cloud-Hosted Deployment

Where Customer subscribes to NextWave Cloud Hosting, Island Pitch will provision and operate a managed WordPress instance with the Plugin on Amazon Web Services on Customer's behalf. The Service Level Agreement applies. Island Pitch will act as Customer's data processor for Customer Data under the Data Processing Addendum.

Even in a Cloud-Hosted Deployment, Customer remains the data controller and remains solely responsible for: the lawfulness of Customer's collection, use, and disclosure of Customer Data; obtaining all consents and providing all notices to End Users; the content, design, and rules of any benefit program, drawing, sweepstakes, or contest; and Customer's industry-specific compliance (alcoholic beverages, gaming, charitable solicitation, healthcare, etc.).

4. Fees, Billing, and Taxes

• • Fees. Customer will pay the subscription fees set forth on the Site or in the applicable Order Form. Fees are non-refundable except as expressly stated in this Agreement or required by law.
• • Auto-Renewal. Subscriptions automatically renew at the end of each Subscription Term for an additional period of equal length at the then-current price, unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date. For self-service plans, cancellation through the Stripe Customer Portal before the renewal date constitutes notice of non-renewal.
• • Price Changes. Island Pitch may change subscription prices on at least thirty (30) days' notice; price changes take effect on Customer's next renewal.
• • Late Payments. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Island Pitch may suspend the Services if any undisputed amount is more than ten (10) days past due.
• • Taxes. Fees are exclusive of all sales, use, value-added, withholding, and similar taxes (other than taxes on Island Pitch's net income). Customer is responsible for paying all such taxes, except where Island Pitch is required to collect and remit them.
• • Payment Processor. Stripe, Inc. processes all card payments. Customer's use of Stripe is subject to Stripe's terms.

5. Customer Data; Customer Responsibilities

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Island Pitch a non-exclusive, worldwide, royalty-free license to access, host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Services, enforce this Agreement, and comply with law.

Customer represents and warrants that: (a) it has the legal right and all necessary consents to provide Customer Data to Island Pitch and to authorize Island Pitch's processing as described in this Agreement; (b) Customer Data does not infringe, misappropriate, or violate the rights of any third party or any law; (c) Customer's use of the Services complies with the Acceptable Use Policy; and (d) Customer will provide all notices and obtain all consents required by privacy law for the collection of NFC card identifiers, contact details, payment information, and any other personal data from End Users.

Customer is responsible for all activities that occur under its account and license keys, including activities of its employees, contractors, and any users with whom Customer shares credentials in violation of this Agreement.

6. Security

For Cloud-Hosted Deployments, Island Pitch will maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect Customer Data, including those described in the Data Processing Addendum and Schedule 2 thereto. Island Pitch's current security measures include: TLS encryption in transit, AWS server-side encryption at rest, JWT-based API authentication, signed webhook verification, secrets stored in AWS Systems Manager Parameter Store with SecureString encryption, least-privilege IAM, and routine vulnerability scanning of Island Pitch-managed systems.

For Self-Hosted Deployments, Customer is solely responsible for the security of its WordPress installation, hosting environment, database, and any media or backups.

Each party will, without unreasonable delay (and in any event within seventy-two (72) hours of becoming aware), notify the other in writing of any actual or reasonably suspected security incident affecting the other party's data within its custody.

7. Telemetry and Analytics

The Plugin transmits limited operational telemetry to Island Pitch and Island Pitch's analytics provider (PostHog) to validate licenses, deliver updates, monitor errors, and improve the product. Telemetry includes plugin version, WordPress version, anonymized feature usage events, error events, and license-check pings. Telemetry does not include End-User personal data, member contact details, redemption details, or Customer Data content. Customer may disable optional telemetry from the Plugin's Settings > Privacy screen; license-validation pings cannot be disabled while a license is active. Customer's use of telemetry is governed by the Privacy Policy.

8. Support and Updates

During the Subscription Term, Island Pitch will: (a) make Plugin updates and patches available through the WordPress admin update mechanism and the license-validation API; (b) respond to support requests submitted to support@islandpitch.com in accordance with the response targets for Customer's plan; and (c) maintain the documentation available at nextwave.ing and the in-product help system.

Support response targets:

• • Free / Self-Hosted Free: community support only; no guaranteed response time.
• • Surf: email support, target first response within 2 business days.
• • Pipeline: priority email and chat support, target first response within 1 business day; urgent production-down issues prioritized.
• • Enterprise: as set forth in the executed Order Form or Master Services Agreement.

Support does not include custom development, theme work, third-party plugin debugging, hosting administration of self-hosted environments, or restoration from Customer-side backups.

9. Term, Suspension, and Termination

Term. This Agreement begins on the earlier of Customer's account creation or order form effective date and continues for so long as Customer maintains an active subscription.

Suspension. Island Pitch may suspend access immediately, with or without notice, if Customer's use threatens the security, integrity, or availability of the Services; Customer is in material breach of this Agreement or the Acceptable Use Policy; or Customer is more than ten (10) days late on undisputed fees.

Termination for Cause. Either party may terminate this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days, or immediately upon the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

Termination for Convenience. Customer may cancel a self-service subscription at any time via the Stripe Customer Portal; cancellation takes effect at the end of the then-current billing period. Order-form subscriptions may be terminated for convenience only as expressly permitted in the Order Form.

Effect of Termination. Upon termination: (a) Customer's license rights end and license keys are deactivated; (b) for Cloud-Hosted Deployments, Customer will have thirty (30) days to export Customer Data, after which Island Pitch may delete it (except as required for legal-hold or backup retention); (c) for Self-Hosted Deployments, the local installation continues to function in a degraded "expired" mode without updates, premium features, or license validation, and Customer must uninstall it within ninety (90) days of termination upon written request; (d) Customer remains liable for all fees accrued through the termination date; and (e) Sections 2, 5 (last sentence), 9, 10, 11, 12, 13, 14, and 15 survive.

10. Warranties and Disclaimer

Each party represents and warrants that it has full right and authority to enter into this Agreement.

Island Pitch warrants that the Services, when used in accordance with the documentation and this Agreement, will perform materially as described in the documentation. Customer's sole remedy for breach of this warranty is, at Island Pitch's option: (a) re-performance of the affected portion of the Services; or (b) termination of the affected subscription with a pro-rata refund of pre-paid, unused fees.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, PLUGIN, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ISLAND PITCH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ISLAND PITCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11. Limitation of Liability

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (B) A PARTY'S BREACH OF CONFIDENTIALITY UNDER SECTION 14, OR (C) CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ISLAND PITCH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE-TIER OR SELF-HOSTED FREE USE, ISLAND PITCH'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).

The limitations in this Section 11 are an essential basis of the bargain, apply even if any limited remedy fails of its essential purpose, and apply regardless of deployment model.

Self-Hosted Carve-Out. For Self-Hosted Deployments, Island Pitch's liability further excludes damages arising from: (i) Customer's hosting environment, including outages, data loss, or security incidents originating from Customer's hosting provider; (ii) third-party plugins, themes, or services Customer has installed; (iii) custom code, modifications, or integrations Customer or its contractors make; or (iv) Customer's failure to apply security updates Island Pitch has made available.

12. Indemnification

12.1 By Island Pitch

Island Pitch will defend Customer against any third-party claim alleging that the Plugin or Services, when used in accordance with this Agreement, infringe a third party's U.S. patent, U.S. copyright, U.S. trademark, or trade secret, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed to in settlement.

If the Plugin or Services become, or in Island Pitch's reasonable opinion are likely to become, the subject of an infringement claim, Island Pitch may, at its option and expense: (i) procure for Customer the right to continue using them; (ii) modify or replace them so they are non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected subscription and refund pre-paid, unused fees.

Exclusions. Island Pitch will have no obligation under this Section 12.1 for any claim arising from: (a) modifications to the Plugin not made by Island Pitch; (b) combination of the Plugin with software, services, hardware, or data not provided by Island Pitch; (c) Customer Data or Customer's configuration; (d) use of the Plugin in violation of this Agreement or the Acceptable Use Policy; or (e) Customer's continued use after Island Pitch has provided a non-infringing alternative.

This Section 12.1 states Island Pitch's sole liability and Customer's exclusive remedy for third-party intellectual-property infringement claims.

12.2 By Customer

Customer will defend Island Pitch and its affiliates against any third-party claim arising out of or relating to: (a) Customer Data; (b) Customer's use, configuration, customization, or integration of the Plugin or Services; (c) Customer's breach of this Agreement, the Acceptable Use Policy, or applicable law; (d) any drawing, sweepstakes, contest, raffle, or promotion Customer operates; (e) any breach of Customer's representations regarding End-User consent or data collection; or (f) any incident affecting Customer's self-hosted environment. Customer will pay damages and costs finally awarded by a court of competent jurisdiction or agreed to in settlement.

12.3 Process

The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement requiring an admission or unindemnified payment from the indemnified party may be made without the indemnified party's consent); and (c) reasonably cooperate at the indemnifying party's expense.

13. Intellectual Property; Trademarks

As between the parties, Island Pitch retains all right, title, and interest in and to the Plugin, the Services, the NextWave Platform, and any modifications, improvements, updates, derivative works, ideas, suggestions, or feedback (whether or not provided by Customer). Customer assigns to Island Pitch any right, title, and interest in feedback Customer provides about the Plugin or Services. No rights are granted to Customer by implication, estoppel, or otherwise other than those expressly granted in this Agreement.

13.1 Island Pitch Marks

The following are registered or pending trademarks, service marks, or trade dress of Island Pitch (collectively, the “Island Pitch Marks”): (a) NextWave and the NextWave Platform name and logo; (b) “Do Cool Things the Right Way!”®, the registered service mark of Island Pitch; (c) Island Pitch and associated logos; (d) IP Bot and related character imagery; and (e) other product, feature, character, and tagline names used in the Plugin, the Services, or on Island Pitch's websites.

13.2 No Trademark License

This Agreement does not grant Customer any license to use any Island Pitch Mark, except for limited nominative fair use to truthfully and accurately identify Island Pitch's products and services, provided that such use: (i) is non-misleading; (ii) does not imply sponsorship, endorsement, partnership, or affiliation that does not exist; (iii) includes the appropriate ® or ™ symbol on first prominent use; and (iv) does not depict the Plugin or Services as a Customer-branded product. Any other use, including in advertising, on packaging, in domain names, in social-media handles, in trademark applications, or as part of any company, product, service, or website name, requires a separate written trademark license from Island Pitch.

13.3 Restrictions on Use of Island Pitch Marks

Customer will not, and will not authorize any third party to: (a) use any Island Pitch Mark, or any confusingly similar mark, in a manner likely to cause confusion, mistake, or deception, or in a manner that disparages Island Pitch or dilutes any Island Pitch Mark; (b) modify, abbreviate, translate, animate, stylize, recolor, or create derivative works of any Island Pitch Mark; (c) combine any Island Pitch Mark with any other mark or material to form a composite mark; (d) register, attempt to register, or assist any third party in registering any Island Pitch Mark or any confusingly similar mark, in any jurisdiction or domain registry; (e) remove, obscure, or alter any trademark notice, copyright notice, or proprietary legend on the Plugin, the Services, or any Island Pitch material; or (f) use any Island Pitch Mark with any product, service, business, or activity that is unlawful, sexually explicit (other than as expressly permitted in writing for legitimate adult-industry deployments), or that violates the Acceptable Use Policy.

13.4 “Do Cool Things the Right Way!®”

The “Do Cool Things the Right Way!®” mark is a registered service mark of Island Pitch and is core to Island Pitch's brand and reputation. Customer acknowledges Island Pitch's exclusive ownership of this mark, agrees not to challenge its validity or Island Pitch's ownership, and agrees that any goodwill arising from any permitted use of the mark inures solely to Island Pitch. Use of the “Do Cool Things the Right Way!®” mark in advertising, promotion, marketing collateral, packaging, signage, on apparel, or in any other commercial context requires a separate written trademark license from Island Pitch.

13.5 Notice of Misuse; Quality Control

Customer will promptly notify Island Pitch at legal@islandpitch.com of any actual or suspected unauthorized use, infringement, dilution, or misappropriation of any Island Pitch Mark of which Customer becomes aware. Where Customer is permitted to use any Island Pitch Mark (whether by this Agreement, a separate trademark license, or otherwise), Customer will use the mark only in accordance with Island Pitch's then-current trademark guidelines, and Customer's use is subject to Island Pitch's reasonable quality-control review. Island Pitch reserves all rights, including the right to suspend or terminate any permitted use that fails to meet quality standards or that disparages, dilutes, or harms the goodwill of any Island Pitch Mark.

13.6 Survival

The trademark restrictions and acknowledgments in this Section 13 survive termination of this Agreement.

14. Confidentiality

Each party may disclose to the other Confidential Information, meaning non-public information that is identified as confidential at disclosure or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (including pricing, product roadmaps, security details, and Customer Data). The receiving party will: (a) use the same degree of care to protect the disclosing party's Confidential Information as it uses for its own confidential information of like importance, and in any case no less than a reasonable degree of care; (b) use Confidential Information only as necessary to perform under this Agreement; and (c) disclose Confidential Information only to its employees, contractors, and advisors who are bound by confidentiality obligations and have a need to know. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, was lawfully known to the receiving party before receipt, or is independently developed without use of the disclosing party's Confidential Information.

15. General

Governing Law and Disputes. Governed by California law (excluding conflict-of-laws rules). Disputes are subject to the informal resolution, binding arbitration, and class-action waiver provisions of the Terms of Service, which are incorporated by reference.

Order of Precedence. In the event of conflict: (1) signed Order Form or MSA; (2) this SaaS Subscription Agreement; (3) the DPA; (4) the SLA; (5) the Acceptable Use Policy; (6) the Terms of Service; (7) the Privacy Policy.

Assignment. Customer may not assign this Agreement without Island Pitch's prior written consent. Island Pitch may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control, including AWS, Stripe, or other infrastructure outages.

Notices. Notices to Customer may be sent by email to the account email address or posted in the NextWave admin dashboard. Notices to Island Pitch must be sent to legal@islandpitch.com.

Counterparts and Electronic Signatures. Any Order Form may be executed in counterparts and by electronic signature; signatures transmitted electronically are deemed originals.

16. Contact