ExamNet LLC
Master Subscription & License Agreement
MSLA | Effective Date: January 1, 2026
Applies to: examnet.com | app.examnet.com
This Agreement governs access to and use of ExamNet’s SaaS Services and On-Prem Software. By executing an Order Form or clicking “I Agree,” the Customer agrees to be bound by the terms of this Agreement.
This Master Subscription & License Agreement (this “Agreement”) is entered into by and between ExamNet LLC, an Illinois limited liability company with offices in Joliet, Illinois (“ExamNet”), and the entity identified in an Order Form or Self-Service Checkout (“Customer”). This Agreement is effective as of the date the applicable Order Form is executed or, for Self-Service Customers, the date the Self-Service Checkout is completed (“Effective Date”).
1. Structure; Order of Precedence
1.1 Agreement Structure. This Agreement establishes the general terms under which Customer may (a) access and use ExamNet’s hosted software services (“SaaS Services”), and/or (b) install and use ExamNet software in a customer-hosted environment (“On-Prem Software”), as specified in one or more executed order forms (“Order Forms”).
1.2 Order of Precedence. If there is a conflict, the following order controls: (a) the applicable Order Form (including any Order-specific addenda), (b) this Agreement, (c) Exhibit E (Data Processing Addendum), (d) Exhibit C (Service Level Agreement), (e) Exhibit A (Policies), and (f) any other exhibits or policies referenced herein. If an exhibit expressly states it overrides a section of this Agreement, it will control for that section only.
1.3 Affiliates. Customer’s affiliates may use the Services/Software only if expressly permitted in the applicable Order Form. Customer is responsible for its affiliates’ compliance.
2. Definitions
“Acceptable Use Policy” or “AUP” means Exhibit A.
“Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services/Software and are subject to Customer’s control and responsibility.
“Customer Data” means data, records, files, content, and information that Customer or its Authorized Users submit to, store in, transmit through, or generate within the Services/Software (excluding Usage Data).
“Documentation” means user guides, release notes, technical documentation, and manuals made available by ExamNet for the Services/Software.
“On-Prem Software” means ExamNet’s software provided for installation and operation in a customer-hosted environment, if specified in an Order Form and governed by Exhibit F.
“Order Form” means a written or electronic order, statement of work, quote, ordering document, or Self-Service Checkout completed by Customer that references this Agreement and specifies subscription or license scope, term, fees, and applicable deployment type (SaaS and/or On-Prem). Where no separately executed Order Form exists, the Self-Service Checkout Confirmation serves as the Order Form for all purposes of this Agreement.
“Services” or “SaaS Services” means ExamNet’s hosted, cloud-based software platform for grain measurement, auditing, and inventory management, including updates made generally available by ExamNet to similarly situated customers.
“Subscription Term” means the period during which Customer is authorized to use the Services under an Order Form.
“Support” means ExamNet’s technical support and maintenance described in Exhibit A (Policies) and, if applicable, Exhibit C (Service Level Agreement), and as modified in an Order Form.
“Usage Data” means diagnostic, telemetry, usage, and performance data relating to operation of the Services/Software, including aggregated or de-identified data derived from Customer’s use that does not identify Customer or any individual.
“Self-Service Checkout” means the online self-service subscription and payment process available at ExamNet’s website, through which a Customer selects a plan, configures its subscription, provides account and billing information, and completes payment via ExamNet’s hosted checkout (currently powered by Stripe). Completion of a Self-Service Checkout constitutes execution of an Order Form and acceptance of this Agreement and the Privacy Policy.
“Self-Service Checkout Confirmation” means the electronic confirmation (email or in-application record) generated upon completion of a Self-Service Checkout, which records the plan, facility count, billing frequency, effective date, and the versions of this Agreement and Privacy Policy accepted at the time of checkout. The Self-Service Checkout Confirmation serves as the Order Form for all purposes of this Agreement for Self-Service Customers.
“Self-Service Customer” means a Customer who subscribes to the Services through the Self-Service Checkout without a separately executed Order Form.
3. Provision of Services; Deployment Types
3.1 SaaS Services. If an Order Form specifies SaaS Services, ExamNet will provide Customer access to the Services during the Subscription Term, subject to this Agreement and Customer’s payment of applicable fees.
3.2 On-Prem Software. If an Order Form specifies On-Prem Software, Customer’s installation and use will be governed by Exhibit F (On-Prem Addendum) and any license scope in the Order Form.
3.3 Changes; Additional Products. ExamNet may modify the Services provided that it does not materially reduce the core functionality purchased by Customer. Optional modules, integrations, hardware, sensors, or professional services may be offered under separate terms or addenda.
4. Grant of Rights; Restrictions
4.1 SaaS Subscription Grant. Subject to this Agreement, the applicable Order Form, and payment of fees, ExamNet grants Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the SaaS Services for Customer’s internal business purposes, by and through Authorized Users.
4.2 On-Prem License Grant. If applicable, ExamNet grants Customer the license rights described in Exhibit F and the Order Form.
4.3 Restrictions. Customer will not, and will not permit any third party to:
(a) copy, modify, translate, or create derivative works of the Services/Software except as expressly allowed by law or this Agreement;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas;
(c) access the Services/Software to build a competitive product or service;
(d) resell, rent, lease, sublicense, distribute, or provide the Services/Software to any third party as a service bureau, timesharing, or similar basis;
(e) interfere with, disrupt, or attempt unauthorized access to systems, accounts, or data;
(f) use automated scripts, bots, scraping, or excessive calls that materially degrade performance; or
(g) violate the AUP.
4.4 Reservation of Rights. ExamNet retains all rights not expressly granted.
5. Customer Responsibilities
5.1 Account Administration. Customer is responsible for (a) maintaining accurate account, contact, and billing information, (b) provisioning and deprovisioning Authorized Users, and (c) ensuring Authorized Users comply with this Agreement.
5.2 Credentials and Security. Customer will safeguard login credentials and promptly notify ExamNet of any suspected unauthorized access.
5.3 Customer Systems. Customer is responsible for its own networks, devices, browsers, and connectivity needed to access the Services.
5.4 Compliance with Laws. Customer will use the Services/Software in compliance with applicable laws and regulations and will not upload or process data that violates applicable law or third-party rights.
6. Professional Services (Optional)
6.1 Scope. Implementation, training, configuration, migration, integration, or consulting services (“Professional Services”) will be provided only if specified in an Order Form or statement of work. Professional Services does not cover standard Support, which is included for SaaS customers and must be purchased separately by On-Prem customers.
6.2 Deliverables. Unless expressly stated otherwise, Professional Services deliverables are provided “as is” and are not warranted to produce any particular outcome.
6.3 Out of Scope. Support does not include implementation services, onsite visits, workflow design, training, data migration, custom development, integrations, or consulting unless expressly purchased as Professional Services in an Order Form or SOW.
7. Fees; Invoicing; Taxes; Payment
7.1 Fees. Customer will pay fees as set forth in each Order Form (“Fees”). Fees are non-cancelable and non-refundable except as expressly stated in this Agreement, an Order Form, or required by law.
7.2 Invoicing and Payment Terms. ExamNet will invoice Customer as stated in the Order Form. Payment is due Net 30 days from invoice date unless otherwise specified in the Order Form. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
7.2.1 Monthly Billing. Monthly billing may require ACH or automatic payment enrollment and a minimum subscription length as stated in the applicable Order Form.
7.3 Taxes. Fees exclude all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all such amounts, excluding taxes based on ExamNet’s income.
7.4 Disputed Amounts. Customer must notify ExamNet in writing of any good-faith dispute within 30 days of invoice date and pay undisputed portions when due.
7.5 Suspension for Nonpayment. If Customer fails to pay undisputed Fees after written notice and a 30-day cure period, ExamNet may suspend access to the Services. See Section 17.5 for Renewal Mechanics.
8. Data Rights; Data Use; Retention
8.1 Customer Data Ownership. Customer retains all right, title, and interest in Customer Data. ExamNet obtains no rights in Customer Data except as expressly stated.
8.2 License to Provide Services. Customer grants ExamNet a non-exclusive, worldwide right to host, process, transmit, display, and otherwise use Customer Data solely to provide, maintain, secure, and improve the Services/Software and Support.
8.3 Usage Data; Analytics. ExamNet may collect and use Usage Data for product improvement, security, support, analytics, and benchmarking, provided that any benchmarking output shared externally is aggregated and does not identify Customer or any individual.
8.4 Feedback. If Customer provides suggestions or feedback, Customer grants ExamNet a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback without restriction.
8.5 Data Retention; Export. Upon termination or expiration of an Order Form, Customer may request an export of Customer Data within 30 days. After that period, ExamNet may delete Customer Data in accordance with its retention practices, unless legally required to retain it.
9. Privacy; Data Processing; Subprocessors
9.1 Privacy Policy. ExamNet’s public-facing Privacy Policy describes its general privacy practices and is available at https://examnet.com/privacy. If there is a conflict between the Privacy Policy and this Agreement (or the DPA), this Agreement/DPA controls.
9.2 Data Processing Addendum. To the extent ExamNet processes personal data on Customer’s behalf subject to applicable data protection laws, the parties agree to Exhibit E (Data Processing Addendum), which is incorporated by reference.
9.3 Subprocessors. ExamNet may use subprocessors to provide the Services (e.g., hosting, email delivery, billing), subject to the DPA. ExamNet will remain responsible for subprocessors’ performance of their obligations to the extent required by the DPA.
10. Security; Incident Notification
10.1 Security Program. ExamNet will maintain a written information security program with commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest for SaaS Services, access controls, and backups consistent with industry practice.
10.2 Security Incident Notification. ExamNet will notify Customer without undue delay after confirming a Security Incident involving unauthorized access to Customer Data in ExamNet’s control and will provide information reasonably necessary for Customer’s compliance obligations, consistent with Exhibit E.
10.3 Customer Responsibilities. Customer is responsible for securing its Authorized Users’ credentials and for implementing reasonable security controls on its own systems (and, for On-Prem, as stated in Exhibit F).
11. Support; Availability
11.1 Support. ExamNet will provide Support as described in Exhibit A (Policies), as modified in the Order Form.
11.2 Service Levels. If an Order Form incorporates Exhibit C (SLA), the SLA will apply. Otherwise, availability is provided on a commercially reasonable basis without service credits.
11.3 Maintenance Windows. ExamNet may perform scheduled maintenance. Where practical, ExamNet will provide advance notice for maintenance expected to materially affect availability.
12. Intellectual Property
12.1 ExamNet IP. ExamNet owns all intellectual property rights in the Services/Software, Documentation, and all improvements and derivatives thereof, excluding Customer Data.
12.2 No Implied Licenses. Except as expressly granted, no rights are granted by implication or otherwise.
12.3 Trademarks. Customer may not use ExamNet trademarks without prior written consent, except as necessary to use the Services as intended.
13. Confidentiality
13.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential.
13.2 Obligations. The receiving party will (a) use Confidential Information only to perform under this Agreement, (b) not disclose it except to employees/contractors with a need to know and who are bound by confidentiality obligations, and (c) protect it using reasonable care.
13.3 Exclusions. Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed, (c) rightfully received from a third party without restriction, or (d) approved for release in writing.
13.4 Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, provided it gives notice where legally permissible and cooperates in seeking protective treatment.
14. Warranties; Disclaimers
14.1 Limited SaaS Warranty. ExamNet warrants that during the Subscription Term the SaaS Services will perform materially in accordance with the Documentation, under normal use. Customer’s exclusive remedy for breach is for ExamNet to use commercially reasonable efforts to correct the nonconformity.
14.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES/SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXAMNET DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14.3 Beta/Preview. If Customer uses beta or preview features, they are provided as-is without warranties and may be discontinued.
15. Indemnification
15.1 ExamNet IP Indemnity. ExamNet will defend Customer against third-party claims alleging that the SaaS Services (or ExamNet’s proprietary portion of On-Prem Software, if applicable) infringes a U.S. patent, copyright, or trademark, and will pay final damages awarded or settlements approved by ExamNet, provided Customer:
(a) promptly notifies ExamNet in writing;
(b) allows ExamNet to control the defense and settlement; and
(c) provides reasonable cooperation at ExamNet’s expense.
15.2 Exclusions. ExamNet has no obligation to the extent a claim arises from: (a) Customer Data or Customer materials, (b) Customer’s modification or misuse, (c) combination with non-ExamNet products not provided by ExamNet, or (d) use not in accordance with Documentation.
15.3 Mitigation. If the Services/Software are likely to be enjoined, ExamNet may, at its option: (a) obtain the right for Customer to continue using, (b) modify or replace to be non-infringing, or (c) terminate the affected Order Form and refund prepaid Fees covering the remaining unused portion of the then-current term (for SaaS), as Customer’s sole remedy.
15.4 Customer Indemnity. Customer will defend ExamNet against third-party claims arising from (a) Customer Data, (b) Customer’s or Authorized Users’ misuse of the Services/Software, or (c) Customer’s violation of law, and will pay final damages and reasonable attorneys’ fees.
16. Limitation of Liability
16.1 Exclusion of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXAMNET BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF EXAMNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXAMNET’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO EXAMNET UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16.3 No Limitation on Customer Obligations.
Nothing in this Agreement shall limit or restrict Customer’s liability for:
(a) payment obligations owed to ExamNet LLC;
(b) Customer’s breach of confidentiality or misuse of ExamNet LLC’s intellectual property;
(c) Customer’s indemnification obligations; or
(d) Customer’s gross negligence, fraud, or willful misconduct.
17. Term; Termination
17.1 Agreement Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.
17.2 Termination for Cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches and fails to cure within 30 days after written notice.
17.3 Suspension. ExamNet may suspend access immediately if necessary to address a security threat, unlawful activity, or a material AUP violation, and will restore access promptly when the issue is resolved.
17.4 Effect of Termination. Upon termination/expiration, Customer’s rights to access/use end, subject to Customer’s data export rights in Section 8.5. Accrued payment obligations survive. All fees paid or payable are non-refundable except as expressly stated.
17.5 Automatic Renewal
Unless Customer provides written notice of non-renewal in accordance with the Order Form, the subscription will automatically renew for successive renewal terms equal in length to the Initial Term (each, a “Renewal Term”).
17.5.1 Notice of Non-Renewal. Customer must provide written notice of its intent not to renew at least thirty (30) days prior to the start of the next Renewal Term. Failure to provide timely notice will result in automatic renewal, and Customer will remain responsible for all applicable fees for the Renewal Term.
17.5.2 Renewal Commencement; No Cancellation. Once a Renewal Term has commenced, including upon the earlier of: (a) the renewal start date, (b) issuance of a renewal invoice, or (c) acceptance of renewal payment, Customer may not cancel the Renewal Term, and all fees for the Renewal Term are fully earned and non-refundable.
17.6 Survival. Sections relating to payment, confidentiality, intellectual property, indemnification, limitation of liability, and any obligations that by their nature should survive will remain in effect after termination.
18. Compliance; Export Controls
Customer represents it is not prohibited from receiving services under applicable export control or sanctions laws and will not use the Services/Software in violation of such laws.
19. Publicity
ExamNet may list Customer’s name and logo in its customer references, website, and marketing materials unless Customer opts out. Customer may opt out by written notice at any time.
20. Force Majeure
Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, internet outages, government actions), provided the affected party uses reasonable efforts to mitigate.
21. Assignment
Customer may not assign this Agreement without ExamNet’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound. ExamNet may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
22. Notices
Notices must be in writing and delivered by personal delivery, nationally recognized courier, or email with written confirmation, to the addresses in the Order Form (or as later updated by notice). Support emails are not legal notices.
23. Governing Law; Venue
Illinois law governs, without regard to conflict of laws. Exclusive venue is in state or federal courts located in Will County, Illinois, and both parties consent to jurisdiction and venue therein.
24. Entire Agreement; Severability; Waiver
This Agreement and its exhibits and Order Forms constitute the entire agreement between the parties and supersede all prior discussions. If any provision is unenforceable, the remainder remains in effect. Waivers must be in writing and are limited to the specific instance.
25. Counterparts; Electronic Signatures
This Agreement and Order Forms may be executed in counterparts, including electronically, each of which is deemed an original. For Self-Service Customers, completion of the Self-Service Checkout, including acceptance of the click-wrap agreement presented at checkout, constitutes valid execution of both this Agreement and the applicable Order Form with the same legal effect as a handwritten or electronic signature.
26. Self-Service Checkout; Online Onboarding
26.1 Self-Service Onboarding. ExamNet offers a self-service onboarding process available at examnet.com, through which Customers may subscribe to SaaS Services, configure their account, and complete payment without a separately executed Order Form. Self-Service Customers are subject to all terms of this Agreement.
26.2 Click-Wrap Acceptance. During the Self-Service Checkout, Customer will be presented with links to this Agreement and ExamNet’s Privacy Policy and must affirmatively check a box or click a button acknowledging acceptance before the transaction is completed. This click-wrap acceptance constitutes Customer’s binding agreement to the terms of this Agreement and the Privacy Policy, effective as of the checkout completion date.
26.3 Checkout Record as Order Form. The Self-Service Checkout Confirmation, which captures Customer’s selected plan, facility count, billing frequency, effective date, applicable fees, and the version identifiers of this Agreement and the Privacy Policy accepted at the time of checkout, constitutes the Order Form for all purposes of this Agreement. ExamNet will retain this record and it may be requested by Customer at any time by contacting support@examnet.com.
26.4 Payment Processing. Self-Service Checkout payment is processed through Stripe, a third-party payment processor. By completing a Self-Service Checkout, Customer also agrees to Stripe’s applicable terms of service. ExamNet does not store Customer payment card data; all payment information is handled directly by Stripe in accordance with PCI-DSS standards.
26.5 Manually Executed Orders. Customers who do not complete onboarding via the Self-Service Checkout — including Enterprise customers and any Customer requesting manual provisioning by ExamNet — must execute a written Order Form and this Agreement prior to receiving access to the Services. In such cases, Exhibit D (Order Form Template) governs and signatures of authorized representatives of both parties are required.
IN WITNESS WHEREOF
The parties have executed this Agreement by their authorized representatives.
EXAMNET LLC
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
CUSTOMER
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
EXHIBIT A — POLICIES
Acceptable Use & Support — incorporated into the Agreement
1. Acceptable Use
Customer and Authorized Users will not:
• Use the Services/Software for unlawful, fraudulent, infringing, or deceptive activity.
• Upload malware, viruses, or content that interferes with operation or security.
• Attempt unauthorized access, penetration testing, or vulnerability scanning without written permission.
• Use scraping, bots, or automated scripts that materially degrade performance or bypass rate limits.
• Access or attempt to access another customer’s data.
• Reverse engineer or copy the Services/Software except as allowed under the Agreement.
• Transmit sensitive regulated data (e.g., PCI, HIPAA) unless explicitly permitted in the Order Form and the parties have executed an appropriate addendum.
Violation of this policy may result in suspension or termination under the Agreement.
2. Standard Support (Default)
Hours: Monday–Friday, 8:00 a.m.–5:00 p.m. Central Time (excluding holidays).
Channels: Email and phone (or chat if enabled).
Initial Response Target: Within 48 business hours.
Severity Definitions
Sev 1: Production down — complete inability to use the Services.
Sev 2: Major functionality impaired; workaround exists.
Sev 3: Minor issue or non-critical bug.
Sev 4: How-to or general questions.
3. Maintenance and Updates
• SaaS: ExamNet may deploy patches and updates periodically.
• On-Prem: Updates are provided as stated in Exhibit F and the Order Form.
4. Support Exclusions
Support excludes issues caused by: Customer’s network or devices, third-party systems, unauthorized modifications, or use outside the Documentation.
EXHIBIT C — SERVICE LEVEL AGREEMENT (SLA)
This Exhibit applies only if incorporated in an Order Form.
1. Availability Commitment
ExamNet will use commercially reasonable efforts to achieve 99.0% monthly uptime for the SaaS Services, excluding:
• scheduled maintenance (with reasonable advance notice when practical),
• force majeure events,
• outages caused by Customer’s systems or connectivity,
• beta/preview features, and
• third-party outages beyond ExamNet’s reasonable control.
2. Service Credits (Sole Remedy)
If monthly uptime falls below 99.0%, Customer may request credits as follows:
Uptime Range
Credit
Notes
99.0% – 98.0%
10% of monthly Fees
98.0% – 95.0%
15% of monthly Fees
Below 95.0%
20% of monthly Fees
Credits: (a) apply only to future invoices, (b) require a written request within 30 days of the affected month, and (c) are Customer’s exclusive remedy for SLA breach.
3. Monitoring
ExamNet’s monitoring systems are the sole basis for measuring uptime for purposes of this SLA.
EXHIBIT D — ORDER FORM TEMPLATE
Complete one Order Form per engagement. Bracketed fields are Customer-specific. This Exhibit applies to manually executed orders (Enterprise customers and Customers not onboarding via Self-Service Checkout). Self-Service Customers are governed by Section 26 and their Self-Service Checkout Confirmation.
Order Form No.: [___]
Effective Date: [___]
Customer Legal Name: [___]
Billing Address: [___]
Primary Contact: [Name, Email, Phone]
Deployment Type: ☐ SaaS (Multi-Tenant) ☐ SaaS (Logical Single Tenant) ☐ On-Prem / Customer-Hosted
1. Subscription / License Scope
Plan/Tier: [Standard / Premium / Enterprise Logical / On-Prem License]
Facilities Included: [___]
Included Users: [___]
Additional Users: $[___]/user/[month or year] (if applicable)
Modules/Add-ons: [___]
Branding/Domain: [___]
SSO / Identity: [ExamNet login / Customer SSO (OIDC/SAML) / Other]
Environment(s): [Prod / Test / Audit] (if applicable)
2. Fees and Billing
Fees: $[___]
Billing Frequency: [Annual (default) / Monthly — monthly available only with ACH/autopay]
Payment Terms: Net 30
Implementation/Setup Fees (if any): $[___]
3. Term and Renewal
Initial Term Start: [___]
Initial Term End: [___]
Auto-Renewal: Yes — see Section 17.5 of the Agreement. Non-renewal notice required 30 days prior to renewal date.
Price Adjustments at Renewal: [To be defined by ExamNet with reasonable advance notice]
4. SLA and Support
Support Level: [Standard]
SLA Applies: ☐ Included (Exhibit C) ☐ Not Included
5. On-Prem (if applicable)
Incorporates Exhibit F.
License Type: ☐ 1-Year Subscription
Maintenance/Support: ☐ Included
Hosting Responsibility: Customer
6. No Refunds
Customer acknowledges that all fees paid or payable under this Agreement are non-cancelable and non-refundable, except as expressly stated in this Agreement.
Accepted and Agreed:
EXAMNET LLC
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
CUSTOMER
By: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
EXHIBIT E — DATA PROCESSING ADDENDUM (DPA)
Incorporated by reference under Section 9.2 of the Agreement.
1. Roles
Customer is the “controller” (or “business”) and ExamNet is the “processor” (or “service provider”), as those terms are defined under applicable law, to the extent ExamNet processes personal data on Customer’s behalf.
2. Processing Details
Subject Matter: Provision of Services and Support.
Duration: Subscription Term and any applicable retention period.
Nature and Purpose: Hosting, processing, transmission, storage, support, security, and improvement of the Services.
Types of Personal Data: Contact information, user credentials/identifiers, operational and audit-related entries, and any personal data included in Customer Data.
Categories of Data Subjects: Customer personnel and any individuals whose personal data Customer inputs into the Services.
3. ExamNet Obligations
ExamNet will:
(a) process personal data only on documented instructions from Customer;
(b) ensure personnel with access to personal data are bound by confidentiality;
(c) implement appropriate technical and organizational security measures;
(d) assist Customer with data subject requests as reasonably feasible;
(e) notify Customer without undue delay of a confirmed Security Incident; and
(f) make available reasonable information about its security measures upon written request.
4. Subprocessors
ExamNet may engage subprocessors and will impose written data protection obligations consistent with this DPA. ExamNet will maintain a current list of subprocessors and provide notice of material changes via email or website posting. Customer may object on reasonable data-protection grounds within 30 days of notice; the parties will work in good faith to resolve any objection.
5. International Transfers
If required, the parties will rely on Standard Contractual Clauses (SCCs) or other valid transfer mechanisms for data transferred from the European Economic Area, United Kingdom, or Switzerland to countries without an adequacy decision.
6. Deletion/Return
Upon termination and following the 30-day export window under Section 8.5 of the Agreement, ExamNet will delete or de-identify personal data in accordance with its retention practices unless legally required to retain it.
7. Security Measures
ExamNet maintains the following measures for SaaS Services: encryption in transit (TLS 1.2+) and at rest (AES-256), role-based access controls, audit logging, automated backups, and DDoS protections.
EXHIBIT F — ON-PREM / CUSTOMER-HOSTED SOFTWARE ADDENDUM
This Exhibit applies only if an Order Form specifies On-Prem Software.
1. License; Scope
1.1 License Grant. Subject to payment and compliance, ExamNet grants Customer a non-exclusive, non-transferable license to install and use the On-Prem Software solely for Customer’s internal business purposes, in the environment(s) and scope specified in the Order Form.
1.2 License Metric. License scope may be based on facilities, users, instances, servers/cores, or other metrics stated in the Order Form. Customer will not exceed licensed scope.
1.3 Version-Bound Use. For multi-year licenses, Customer’s right to use may be limited to the specific major version and supported operating environment described in the Order Form, subject to Section 4 (Support/Maintenance) below.
2. Delivery; Installation
2.1 Delivery. ExamNet will provide access to installation media and Documentation.
2.2 Customer Environment. Customer is solely responsible for infrastructure, OS, database, backups, DR, security controls, network, certificates, and uptime for the Customer-hosted environment unless expressly stated otherwise in the Order Form.
3. Updates; Patches
3.1 Included Updates. Updates, patches, and new releases are provided only as stated in the Order Form and only during any active maintenance/support period.
3.2 Compatibility. ExamNet may require Customer to remain on supported versions of dependencies (e.g., OS, database) to receive updates.
4. Support; Maintenance; Defect Management
4.1 Support. Support is provided per Exhibit A (Policies), as modified by the Order Form. ExamNet may limit support to supported software versions and environments.
4.2 Defect Management. For On-Prem licenses, ExamNet will use commercially reasonable efforts to correct Critical Defects during the active subscription period, provided Customer is running a supported version and environment.
“Critical Defect” means a reproducible failure of the Software, in unmodified form, to execute its core, documented functionality in accordance with the Documentation, when operated on a supported operating system and hardware environment, where such failure: (a) results in a complete inability to use the Software’s primary functions, or (b) causes unrecoverable corruption of customer data generated solely by the Software. A Critical Defect does not include performance degradation, configuration issues, feature limitations, interoperability issues, or errors caused by unsupported operating systems, third-party software, customer modifications, or environmental changes.
5. Audit
Upon reasonable notice and no more than once annually, ExamNet may audit Customer’s usage records solely to verify license compliance. Audits will be conducted during normal business hours and in a manner that minimizes disruption.
6. Hosting Liability Allocation
Customer acknowledges that for On-Prem Software: (a) availability is controlled by Customer’s environment; (b) ExamNet is not responsible for downtime caused by Customer infrastructure; and (c) Customer is responsible for security policies and controls in its environment.
7. Termination Effects
Upon termination or expiration of the On-Prem license rights, Customer will immediately stop using the On-Prem Software and uninstall it from all systems.
EXHIBIT G — CUSTOMER PRICING TIERS
For informational reference only. Pricing is subject to change with notice. Binding pricing is set forth in the applicable Order Form.
1. Cloud SaaS Plans (Shared Multi-Tenant Hosting)
1.1 Standard Plan
Hosting: Shared multi-tenant environment (app.examnet.com)
Pricing: $30 per facility per month
Included Users: 1 master + 2 user seats per facility (additional users at $5/user/month)
Authentication: Shared ExamNet login system
Domain: app.examnet.com
Branding: ExamNet-branded user interface
SLA: Standard uptime and support
Included features:
• Facility and bin management
• Grain measurement and comparison tools
• Monthly post & clear functions
• Standard reporting and exports
• Secure cloud data storage and backups
• Email and phone support
1.2 Premium Plan
Hosting: Shared multi-tenant environment (app.examnet.com)
Pricing: $45 per facility per month
Included Users: 1 master + 2 user seats per facility (same as Standard)
Authentication: Shared ExamNet login system
Domain: app.examnet.com
Branding: ExamNet-branded UI with customer name displayed
SLA: Priority response and uptime monitoring
Additional features (all Standard features plus):
• Advanced dashboards and analytics
• Dynamic bin maps
• Automatic post and clear function
• API access for third-party data feeds
• Priority customer support
2. Enterprise Plans
Enterprise tiers are designed for large organizations, state agencies, and corporate clients requiring data isolation, custom branding, dedicated infrastructure, or on-premises control.
2.1 Enterprise — Logical Single Tenant
Hosting: Isolated tenant within ExamNet’s shared Azure infrastructure (dedicated database, storage, and authentication realm)
Pricing: $45 per facility per month + $300 per month hosting fee
Term: Annual license
Authentication: Optional separate Entra ID (Microsoft) app registration / custom SSO
Domain: app.examnet.com/clientName
Branding: Custom logo, color theme, and title bar
SLA: Annual uptime guarantee (shared compute SLA)
Features: All Premium features, plus dedicated database and storage, dedicated authentication realm, custom branding, and data residency/retention configuration per client.
Restrictions: Shared compute environment (no guaranteed CPU/RAM allocation); no private DNS or SSL certificates.
Intended for: Large co-ops, state agencies, or audit groups requiring data isolation and branding but not dedicated infrastructure.
2.2 Enterprise — Prem-Host License
Minimum project size: 100 facilities.
Hosting: Customer-hosted (on-premise or customer-managed Azure environment)
Pricing: $45 per facility per month
Term: 1-year recurring license, specific to software version and operating system
Facilities & Users: Assessed annually
Support & Maintenance: Included in yearly fee
SLA: Customer-managed uptime and compute environment
Features: Complete ExamNet software package, full system control (compute, database, authentication), white-label branding, and custom domain configuration.
Restrictions: Customer is responsible for hosting, backups, and security policies.
Intended for: State agencies, insurance companies, or corporations with strict data governance requiring full IT autonomy.
3. Domain and Branding Summary
Tier
Domain Format
Branding Capability
Logical Enterprise
Custom logo, colors, company name
Prem-Host
Customer-defined domain
Full control and customization
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