B2B SaaS Subscription and Services Agreement

This B2B SaaS Subscription and Services Agreement (this "Agreement") is entered into between PROTRA LLC, a Texas limited liability company ("PROTRA," "we," "us," or "our"), and the business entity that purchases, subscribes to, accesses, or uses the PROTRA platform ("Customer," "you," or "your"). The individual accepting this Agreement on Customer's behalf represents that they have authority to bind Customer to its terms.

This Agreement is effective as of the date Customer first accepts it through the clickwrap process described in Section 34, or the date stated on an applicable Order Form, whichever applies ("Effective Date").

1. The PROTRA Service

PROTRA provides cloud-based field-service management software for HVAC, plumbing, electrical, refrigeration, mechanical, construction, maintenance, and other service businesses (the "Service"). Depending on Customer's subscription plan and enabled features, the Service may include customer relationship management, service locations, equipment and asset records, scheduling and dispatch, work orders, a technician mobile application, estimates, maintenance agreements, inventory, job costing, reporting, a customer-facing portal, email and SMS messaging, telephone services, AI-assisted functionality, accounting integrations, financing integrations, payment integrations, document and photo storage, electronic signatures, automations, and data import and export tools.

Available features may differ by subscription plan, geography, device, third-party provider availability, usage limits, technical compatibility, or product release status, as described on PROTRA's then-current pricing page or an applicable Order Form. PROTRA may improve, replace, modify, add, or discontinue features as the Service evolves, subject to applicable law and any express written commitments in an Order Form.

2. PROTRA Is a Software Provider - Customer Is the Contractor

PROTRA provides software and technology services. PROTRA does not perform HVAC, plumbing, electrical, refrigeration, construction, repair, installation, maintenance, engineering, inspection, accounting, legal, lending, insurance, tax, or other professional or trade services for Customer or for Customer's own clients.

Customer is solely responsible for its business operations and field services, including its employees, technicians, and subcontractors; its workmanship, diagnoses, recommendations, estimates, and pricing; its equipment selection, installation, and repairs; its permits, licenses, and code compliance; its safety procedures and warranties; its taxes and financing representations; its communications with its own clients; and any property damage, personal injury, or dispute arising from its field operations. Customer's use of the Service does not transfer any of those responsibilities to PROTRA, and this allocation applies regardless of whether the underlying work was scheduled, documented, estimated, invoiced, communicated about, or recorded using the Service.

3. Business Use; Authorized Users

The Service is offered for business use by Customer's personnel and authorized representatives ("Authorized Users"). The Service supports role-based permission tiers, which may include owner or administrator, dispatcher, office staff, sales, and technician roles, each with a different scope of access to Customer Data and Service functionality as configured by Customer. Customer is responsible for all Authorized Users operating under its account, including assigning each Authorized User an appropriate role and permission tier, protecting login credentials, promptly disabling access for former personnel, and maintaining accurate account information. Customer must promptly notify PROTRA of any suspected unauthorized access to or misuse of the Service.

4. Subscription Plans, Trials, Renewals and Cancellation

PROTRA may offer monthly, annual, trial, promotional, and custom subscription plans that differ in users, features, storage, communications allowances, integrations, support, and usage limits, as described on PROTRA's pricing page or an applicable Order Form.

A paid subscription automatically renews for the same billing cycle unless Customer cancels before the renewal date through the cancellation process made available in the Service, or an Order Form states otherwise. No credit card is required to begin a free trial where one is offered, and no charge will be made when a trial ends unless Customer has affirmatively selected a paid plan and provided payment information.

Cancellation prevents the next renewal but does not retroactively refund fees already paid for the current term. Except where required by law or expressly stated in an Order Form, subscription fees and incurred usage charges are non-refundable.

5. Fees, Taxes and Usage-Based Charges

Customer agrees to pay the subscription fees, add-ons, overages, and usage-based charges disclosed through the applicable Order Form, PROTRA's pricing page, the subscription interface within the Service, or another agreed ordering process. Variable charges may include telephone numbers, voice minutes, SMS and MMS segments, AI receptionist minutes and add-on fees, call recording and transcription, additional storage, premium integrations, additional users, or other metered services, each billed at the rates disclosed at the time of use.

PROTRA may change subscription fees or usage rates for future billing periods with at least thirty (30) days' advance notice by email or in-app notice; continued use of the Service after a fee change takes effect constitutes acceptance of the new fees for the next renewal.

Customer is responsible for applicable sales, use, excise, telecommunications, or similar taxes associated with its subscription, other than taxes on PROTRA's net income, except where PROTRA is legally required to collect and remit such taxes as part of the purchase price.

6. Payment Processing and End-Customer Transactions

Where payment functionality is enabled, PROTRA uses an independent third-party payment processor (currently Stripe) to process both Customer's subscription payments to PROTRA and, where Customer enables this functionality, payment transactions between Customer and Customer's own clients for jobs, estimates, and invoices ("End-Customer Transactions"). Payment-card information is collected and processed by the payment processor using hosted or tokenized payment flows, and PROTRA does not intentionally store, control, or take custody of funds or raw payment-card data at any point in an End-Customer Transaction.

PROTRA is not a party to, and assumes no responsibility for, End-Customer Transactions. PROTRA's role with respect to End-Customer Transactions is limited to providing the online software platform through which Customer accepts payment via the payment processor's infrastructure, consistent with the exclusion for the provision solely of online or technology services from the definition of money transmission under applicable law, including Texas Finance Code Section 152.003(22)(C). PROTRA does not act as a money transmitter, payment aggregator, escrow agent, or guarantor of any End-Customer Transaction. If Customer's use of the Service, or the flow of funds through any future payment configuration, changes such that PROTRA would receive, hold, or control funds on behalf of Customer or Customer's clients rather than funds passing directly through the payment processor, the parties agree to reevaluate whether additional licensing or registration obligations apply. Customer remains solely responsible for the pricing, invoicing, collection, refunds, chargebacks, taxation, and disclosures associated with its End-Customer Transactions, for compliance with money transmission, sales tax, and consumer protection laws applicable to those transactions, and for its own agreement with the payment processor. The payment processor's own terms of service apply to all payment processing activity.

7. Customer Data Ownership

"Customer Data" means business data, records, content, files, photographs, documents, communications, customer information, equipment information, work-order information, and other information submitted to or generated through the Service on Customer's behalf. As between PROTRA and Customer, Customer retains all right, title, and interest in Customer Data.

Customer grants PROTRA a limited right to host, copy, transmit, process, display, back up, and otherwise use Customer Data solely as reasonably necessary to provide, secure, support, maintain, and improve the Service; to follow Customer's instructions; to prevent abuse; and to comply with legal obligations.

8. Customer Responsibility for Data

Customer represents that it has the rights and lawful basis necessary to provide Customer Data to PROTRA and to direct PROTRA and its subprocessors to process it. Customer is responsible for the accuracy, legality, quality, and source of Customer Data, and for obtaining any notices or consents required from its employees, technicians, clients, leads, contacts, or other individuals whose personal information is submitted to the Service. Where PROTRA processes personal information as a processor or service provider on Customer's behalf, the parties' respective obligations are further addressed in PROTRA's Data Processing Addendum, incorporated by reference as described in Section 23.

9. Data Imports, Migrations and Exports

Customer may import information from spreadsheets or third-party systems. Customer is responsible for reviewing source data, mapping choices, duplicate detection, and imported results. PROTRA may provide validation tools, duplicate detection, error reports, rollback tools, or migration assistance, but Customer should maintain its own backup of source data during any migration.

PROTRA will provide reasonable export functionality for supported Customer Data during the subscription term and for thirty (30) days following termination as described in Section 26. Export format and availability may vary by data type, plan, and technical limitations. Customer should complete any needed exports before its account is closed where practical.

10. Security and Account Protection

PROTRA maintains administrative, technical, and organizational safeguards appropriate to the Service, including encryption of data in transit and at rest, server-side tenant isolation designed to prevent one contractor company from accessing another's data, and routine automated backups. No internet-connected service can guarantee absolute security or prevent every unauthorized event. Customer is responsible for endpoint security, credential protection, assigning appropriate permissions, timely offboarding of former personnel, the security of its own networks and devices, and its use of the security controls PROTRA makes available.

Customer must not attempt to bypass tenant isolation, authorization controls, rate limits, or other security mechanisms, or attempt to access data belonging to another PROTRA customer.

11. Backups, Availability and Maintenance

PROTRA maintains backups, monitoring, and disaster-recovery measures consistent with its operational practices. Unless a separate written service-level commitment expressly applies, PROTRA does not promise uninterrupted, error-free, or continuously available service, or any particular uptime percentage.

PROTRA may conduct planned or emergency maintenance and may temporarily limit access where reasonably necessary for security, reliability, legal compliance, provider requirements, or platform integrity, and will provide advance notice of planned maintenance where practical.

12. Offline and Synchronization Features

Certain technician functionality may operate with limited or no connectivity and synchronize once connectivity is restored. Offline operation and synchronization can be affected by device storage, connectivity, user actions, conflicting edits, operating-system behavior, or third-party services. Customer should review synchronized records before relying on them for material business decisions. PROTRA does not warrant full offline parity with every online feature.

13. Third-Party Services and Integrations

The Service is built on and interoperates with third-party products, currently including: Amazon Web Services for cloud hosting and infrastructure; Stripe for subscription billing and, where enabled, End-Customer Transaction payment processing; Twilio or a comparable provider for SMS, voice calling, call recording, and transcription; Microsoft Entra External ID for identity and authentication; QuickBooks Online for accounting synchronization where Customer enables that integration; the Apple App Store and Google Play Store for distribution of the technician mobile application; and one or more artificial-intelligence providers supporting AI receptionist and AI-assisted features where Customer enables them. PROTRA may add, replace, or remove integrations as the Service evolves.

Each of these third-party products is governed by its own terms, privacy practices, technical limits, approvals, fees, and availability, and Customer is responsible for its own accounts and agreements with those providers where applicable, including any developer or merchant agreement required to distribute or operate the technician application through the Apple App Store or Google Play Store. PROTRA's license to incorporate and pass through each third-party product is limited to the scope of PROTRA's own license from that provider, and Customer's rights to use a third-party product through the Service do not exceed what that provider's own terms permit.

Except to the extent required by law or expressly assumed in writing, PROTRA is not responsible for a third party's independent outage, suspension, API change, data loss, security incident, policy change, rejection, pricing change, or other independent act or omission.

14. Accounting Integrations

Accounting integrations, including QuickBooks Online where enabled, may synchronize selected customers, invoices, products and services, payment status, tax information, or other supported data. Customer is responsible for reviewing synchronized accounting information and for its own accounting, tax filings, books, reconciliations, and financial decisions. PROTRA is not an accountant or tax adviser.

15. Financing Integrations

PROTRA may display or facilitate access to third-party financing providers. PROTRA is not a lender, broker, underwriter, credit adviser, or guarantor unless separately and expressly agreed in writing. Financing approval, terms, rates, underwriting, disclosures, funding, and lending decisions are controlled entirely by the applicable financing provider, and Customer is responsible for its own representations to its clients regarding financing.

16. Electronic Signatures and Documents

The Service may allow electronic approvals, signatures, estimates, reports, or other records. Customer is responsible for determining whether a particular electronic signature or record is appropriate for a given transaction and for retaining any additional documentation required by applicable law or Customer's own business practices.

17. SMS, Messaging and Email

When Customer enables communications features, Customer is solely responsible for ensuring it has the lawful basis and all consent required under the Telephone Consumer Protection Act and other applicable law to contact each recipient for the intended purpose. Different message types carry different consent requirements — for example, appointment confirmations and technician-on-the-way messages are treated differently under applicable law than promotional messages, and Customer is responsible for classifying and sending its messages accordingly. Customer must honor opt-out requests and must not use the Service for unlawful spam, harassment, deceptive messaging, or communications prohibited by carrier or provider rules, including applicable A2P 10DLC brand and campaign registration requirements.

Customer is responsible for complying with applicable telephone and messaging laws and industry requirements, including registration, consent, sender identification, do-not-contact and suppression list obligations, and recordkeeping. PROTRA may suspend communications functionality where necessary to address complaints, fraud, carrier blocks, provider requirements, or legal risk, and will provide notice where practical.

18. Telephone Services, Call Recording and Transcription

Telephone features may include inbound and outbound calling, caller identification, call logs, recordings, transcription, AI-generated call summaries, and related functionality. Laws governing telephone calls, monitoring, recording, and transcription vary by jurisdiction and change over time. Texas, where PROTRA is based, permits recording with the consent of only one party to the call, including the party doing the recording, under Texas Penal Code Section 16.02(c)(4). A number of other states require the consent of every party to a call before it may be recorded. Because Customer's technicians and clients may be located outside Texas, and because this list can change, PROTRA does not maintain or represent a complete list of all-party-consent jurisdictions in this Agreement.

Customer is solely responsible for determining and obtaining any notice or consent required for its use of these features in each jurisdiction where its technicians or clients are located, and must not configure or use recording or transcription unlawfully. PROTRA may make configurable disclosure or consent-capture tools available within the Service, but does not represent that any single configuration satisfies every jurisdiction's requirements, and Customer remains responsible for confirming current requirements for each jurisdiction in which it operates and for selecting and enabling the configuration appropriate to its operations.

19. AI Receptionist and AI-Assisted Features

Certain features use artificial intelligence or automated systems for call intake, summaries, drafting, classification, scheduling suggestions, or similar assistance. AI-generated output can be incomplete, inaccurate, delayed, or unsuitable for a particular situation.

Customer is responsible for appropriate human review before relying on AI output for material business, safety, diagnostic, code-compliance, legal, or financial decisions. Where Customer enables AI-assisted calling or messaging features that interact directly with its clients, Customer is responsible for any disclosure to those clients that they are interacting with an automated or AI-assisted system, to the extent required by applicable law. PROTRA's AI and communications features are not emergency services and are not a substitute for 911, emergency dispatch, or other services requiring a guaranteed response, and Customer must not represent them as such to its clients.

20. Acceptable Use

Customer's and each Authorized User's use of the Service is also governed by PROTRA's Acceptable Use Policy, incorporated into this Agreement by reference. Without limiting that policy, Customer must not use the Service for unlawful, fraudulent, deceptive, abusive, threatening, or infringing activity; upload malicious code or attempt to disrupt, overload, probe, reverse engineer, or compromise the Service except where such a restriction is prohibited by law; access or attempt to access another tenant's data without authorization; use communications features for unlawful telemarketing, spam, caller-ID manipulation, or messaging after consent has been revoked; or resell, sublicense, or provide unauthorized third-party access to the Service except under an expressly authorized partner or reseller arrangement.

21. PROTRA Intellectual Property

PROTRA and its licensors retain all right, title, and interest in the Service, its software, interfaces, designs, workflows, APIs, documentation, trademarks, and related technology, excluding Customer Data. Customer receives only a limited, non-exclusive, non-transferable right to use the Service during the applicable subscription term in accordance with this Agreement.

Customer may provide suggestions or feedback regarding the Service. To the extent permitted by law, PROTRA may use non-confidential feedback to improve its products without an obligation to compensate Customer, and this does not transfer any ownership of Customer Data to PROTRA.

22. Confidentiality

Each party may receive non-public business, technical, financial, security, or customer information of the other party ("Confidential Information"). The receiving party will use reasonable care, at least as protective as the care it uses for its own similarly sensitive information, to protect Confidential Information and will use it only for purposes related to this Agreement. Confidential Information does not include information that is or becomes public without breach of this Agreement, was independently developed by the receiving party, was rightfully received from a third party without restriction, or is required to be disclosed by law, provided the disclosing party is given reasonable notice where legally permitted.

23. Privacy

PROTRA's Privacy Policy describes how PROTRA collects and uses personal information in connection with the Service and PROTRA's own business purposes, and is incorporated into this Agreement by reference. Where PROTRA processes personal information on Customer's behalf and as Customer's processor or service provider, PROTRA's Data Processing Addendum, also incorporated by reference, governs that processing and controls over any conflicting provision of the Privacy Policy solely with respect to Customer Data. Customer remains responsible for its own privacy notices to its clients and personnel, for its lawful basis for collecting personal information, and for its own compliance obligations under applicable privacy law.

24. Beta, Preview and Early-Access Features

PROTRA may offer beta, preview, experimental, or early-access functionality. These features may be incomplete, may contain defects, may change materially, may have limited support, and may be discontinued at any time. Unless otherwise required by law, beta features are provided without any commitment that they will become generally available.

25. Suspension

PROTRA may suspend some or all access to the Service where reasonably necessary because of nonpayment, material breach, security threats, unlawful use, fraud, abuse, risk to other customers, carrier or provider action, or legal requirements. Where practical and appropriate, PROTRA will provide notice and a reasonable opportunity to cure a remediable issue before suspension, except where immediate suspension is reasonably necessary to prevent harm.

26. Termination and Data After Termination

Either party may terminate this Agreement for the other party's uncured material breach following thirty (30) days' written notice and opportunity to cure, or immediately if PROTRA suspends the account under Section 25 for cause and the underlying issue is not cured within the applicable notice period. Customer may terminate for convenience by canceling its subscription as described in Section 4.

Upon termination, Customer's right to use the Service ends. For thirty (30) days following termination, PROTRA will make Customer Data available for export as described in Section 9. After that thirty-day period, PROTRA may delete Customer Data from its production systems and will delete it from routine backups within the following ninety (90) days in the ordinary course of its backup-rotation practices, except where retention is required by law or necessary to resolve a dispute. Customer may request a reasonable written extension of the export period before it expires.

27. Disclaimer of Warranties

To the maximum extent permitted by law, and except for any express warranty stated in a signed Order Form, the Service, integrations, AI features, communications features, data outputs, and beta features are provided "as is" and "as available." PROTRA disclaims all 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.

PROTRA does not warrant that the Service will be uninterrupted or error-free; that every defect will be corrected; that third-party services will remain available; or that AI output, routing, synchronization, communication delivery, accounting data, financing information, estimates, or other output will always be complete or accurate.

28. Exclusion of Certain Damages

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business, loss of goodwill, or loss of anticipated savings, arising out of or related to this Agreement, even if advised that such damages were possible. This exclusion does not apply to a party's indemnification obligations under Sections 30 or 31, breach of Section 22 (Confidentiality), or a party's gross negligence or willful misconduct.

29. Limitation of Liability

To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to the Service or this Agreement will not exceed the total fees actually paid or payable by Customer to PROTRA for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation does not apply to: Customer's payment obligations under Section 5; a party's indemnification obligations under Sections 30 or 31; a breach of Section 22 (Confidentiality); or either party's gross negligence or willful misconduct. Nothing in this Agreement limits either party's liability where such limitation is not permitted by applicable law.

30. Customer Indemnification

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless PROTRA and its affiliates, officers, directors, employees, and representatives from and against third-party claims, damages, penalties, liabilities, and reasonable costs (including reasonable attorneys' fees) arising from or relating to: (a) Customer's contractor services, workmanship, diagnosis, installation, repair, pricing, warranties, or field operations; (b) Customer Data, or Customer's lack of rights or consent to use it; (c) Customer's unlawful communications, telemarketing, recording, transcription, or AI-assisted calls; (d) End-Customer Transactions as described in Section 6; (e) Customer's violation of law, carrier or provider rules, or third-party rights; (f) Customer's misuse of the Service; or (g) Customer's material breach of this Agreement.

PROTRA will promptly notify Customer in writing of any such claim. Customer will control the defense and settlement of the claim, provided that Customer may not settle any claim in a manner that admits fault on PROTRA's part or imposes any obligation on PROTRA without PROTRA's prior written consent, not to be unreasonably withheld. PROTRA will provide reasonable cooperation at Customer's expense and may participate in the defense with its own counsel at its own expense.

31. PROTRA Indemnification

To the maximum extent permitted by law, and subject to the limitation of liability in Section 29, PROTRA will defend Customer against any third-party claim alleging that the unmodified Service, as provided by PROTRA and used by Customer in accordance with this Agreement, infringes that third party's United States patent, copyright, or trademark, and will indemnify Customer against damages finally awarded as a result of such a claim, or agreed to in a settlement PROTRA approves in writing.

This obligation does not apply to claims arising from: Customer Data; modification of the Service by anyone other than PROTRA; combination of the Service with products, data, or services not provided by PROTRA; use of the Service in violation of this Agreement; or continued use of a prior version of the Service after PROTRA made available a non-infringing update. If the Service becomes, or PROTRA reasonably believes it may become, the subject of an infringement claim, PROTRA may, at its option: procure the right for Customer to continue using the Service; modify the Service to be non-infringing while providing substantially equivalent functionality; or, if neither option is commercially reasonable, terminate the affected Service and refund Customer any prepaid, unused fees for the terminated portion. This Section states PROTRA's sole obligation, and Customer's sole remedy, for any claim that the Service infringes a third party's intellectual property rights.

32. Insurance

PROTRA maintains Technology Errors and Omissions and Cyber Liability insurance appropriate to its operations. The existence of insurance does not expand PROTRA's contractual liability or grant Customer any right to insurance proceeds beyond what applicable law or the policy terms provide. Customer is responsible for maintaining insurance appropriate to its own contracting business, vehicles, workers, property, and professional or trade risks.

33. Claims Between Customer and Its Clients

PROTRA is not a party to any agreement between Customer and Customer's clients. PROTRA has no responsibility for Customer's workmanship, collections, refunds, warranties, liens, chargebacks, project disputes, property damage, bodily injury, equipment performance, or customer-service disputes merely because the Service was used to schedule, document, estimate, invoice, communicate about, or record the underlying work.

34. Electronic Acceptance and Evidence

Customer agrees that this Agreement, Order Forms, notices, and other records may be presented and accepted electronically. PROTRA uses affirmative clickwrap acceptance and retains evidence of acceptance, including the accepting organization and user, timestamp, Agreement version, Privacy Policy version, account identifier, and related technical records, as evidence that Customer accepted this Agreement.

35. Changes to the Agreement

PROTRA may update this Agreement as the Service, applicable law, third-party provider terms, or its business practices change. PROTRA will provide notice of material changes by email or in-app notice at least thirty (30) days before the change takes effect. Continued use of the Service after a change becomes effective constitutes acceptance of the updated Agreement; if Customer does not agree to a material change, Customer's sole remedy is to cancel its subscription before the change takes effect.

36. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law principles.

Before filing any claim arising out of or relating to this Agreement, the parties will first attempt in good faith to resolve the dispute through informal negotiation for at least thirty (30) days following written notice of the dispute. If the dispute is not resolved through informal negotiation, the parties agree that the exclusive venue for any action will be the state or federal courts located in Tarrant County, Texas, and each party consents to personal jurisdiction in those courts and waives any objection to venue there.

Each party waives any right to a jury trial in any action arising out of or relating to this Agreement. Each party agrees that any dispute will be resolved on an individual basis and not as part of any class, consolidated, or representative action.

The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs from the other party.

37. Assignment

Customer may not assign this Agreement without PROTRA's prior written consent, not to be unreasonably withheld. PROTRA may assign this Agreement without consent in connection with a merger, acquisition, reorganization, financing, or sale of substantially all relevant assets, subject to applicable law.

38. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including internet or telecommunications failures, cloud or provider outages, labor disruptions, natural disasters, war, civil disturbance, government action, or widespread cyber events, except that this Section does not excuse Customer's payment obligations for amounts already due.

39. General

If a provision of this Agreement is held unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law. Failure to enforce a provision is not a waiver of that provision. Headings are for convenience only and do not affect interpretation. This Agreement, applicable Order Forms, PROTRA's pricing terms, Acceptable Use Policy, Privacy Policy, and Data Processing Addendum, each incorporated by reference, together constitute the entire agreement between the parties concerning the Service and supersede any prior or contemporaneous agreements on the same subject, unless a separately executed written agreement expressly states that it supersedes this Agreement.

40. Contact

PROTRA LLC

17350 State Hwy 249, Ste 220 #37524, Houston, TX 77064

Legal: support@protra-us.com

Support: support@protra-us.com

Privacy: support@protra-us.com