SchemaTMS Master Subscription Agreement
Version 1.0
Effective date: September 2, 2026
This Master Subscription Agreement (the "Agreement") is between Ten Letters, Inc., a Michigan corporation ("Ten Letters"), and the business or other legal entity that accepts an Order or uses the Service ("Customer"). It governs Customer's access to and use of SchemaTMS.
An individual accepting it for Customer represents that the individual has authority to bind Customer. If Customer does not agree, Customer must not access or use the Service.
1. Definitions
"Customer Data" means information, records, documents, and other content submitted to the Service by or for Customer, including workforce, training, qualification, signature, and supporting-document records.
"Documentation" means Ten Letters' user instructions and other documentation for the Service made available to Customer.
"Order" means an ordering document, quotation, online purchase, or similar transaction accepted by Customer that references this Agreement and identifies the Service, fees, quantities, and subscription period.
"Service" means the SchemaTMS hosted software service and its Documentation.
"Users" means individuals Customer authorizes to use the Service.
2. Access to the Service
2.1 Right to Use
Subject to this Agreement and each Order, Ten Letters grants Customer a limited, non-exclusive, non-transferable right during the applicable subscription period for its Users to access and use the Service for Customer's internal business operations.
2.2 Accounts
Customer is responsible for designating its Users, maintaining accurate account information, protecting credentials, and promptly notifying Ten Letters of suspected unauthorized access. Customer is responsible for activity under its accounts and for its Users' compliance with this Agreement, except to the extent caused by Ten Letters' breach of this Agreement.
2.3 Restrictions
Customer will not, and will not permit another person to:
- sell, rent, sublicense, or provide the Service to a third party, or operate it as a service bureau;
- copy, modify, reverse engineer, decompile, or attempt to discover source code or non-public components of the Service, except where applicable law prohibits that restriction;
- use the Service to build or benchmark a competing product for a competitor;
- conduct vulnerability, penetration, or load testing without Ten Letters' written permission;
- circumvent access controls, usage limits, or fee measurements;
- submit unlawful, infringing, malicious, or unauthorized content; or
- interfere with the security, integrity, or operation of the Service.
2.4 Fair Use
Use of the Service must be reasonable and consistent with ordinary business use of a workforce training-records system at the quantities stated in the applicable Order. Ten Letters may establish and update reasonable limits on resources and record volumes such as storage, file sizes, bandwidth, automated requests, training and other record object counts, and report or export volume by stating them in the Documentation or an Order. If Customer's usage materially exceeds any stated limits, or otherwise materially exceeds levels reasonable for ordinary business use of the Service, Ten Letters will notify Customer and the parties will cooperate to bring usage to a reasonable level, which may include additional fees under a revised or supplemental Order. Ten Letters may temporarily throttle usage that is degrading the Service for Customer or others, and Section 5.3 applies to usage that threatens the security, integrity, or operation of the Service.
2.5 Service Changes and Support
Ten Letters may improve or modify the Service over time. Ten Letters will not materially reduce the Service's core functionality during a paid subscription period. Support is provided through the channels Ten Letters makes available to Customer. No service-level or response-time commitment applies unless stated in an Order or separate written agreement.
2.6 Evaluations and Pre-Release Features
An evaluation, pilot, beta, preview, or similar feature is governed by the terms presented with it. Unless an Order states otherwise, an evaluation does not automatically convert to a paid subscription. Pre-release features are optional, may be modified or discontinued, and are provided as-is without warranty, indemnity, or support commitment.
3. Customer Data
3.1 Ownership and Limited Permission
As between the parties, Customer owns Customer Data. Customer gives Ten Letters a non-exclusive permission to host, copy, transmit, display, and otherwise process Customer Data only as reasonably necessary to provide, maintain, secure, and support the Service; comply with law; and follow Customer's documented instructions.
3.2 Customer Responsibilities
Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining any notices, permissions, or consents required to submit and use it in the Service. Customer will not submit highly sensitive information that is not reasonably necessary for its use of the Service or that requires special contractual safeguards unless Ten Letters has agreed in writing to accept it.
3.3 Service Providers and Processing Location
Ten Letters may use service providers to support hosting, encrypted backups, payments, communications, security, and other necessary operations. Ten Letters remains responsible for its obligations under this Agreement when using those providers. A summary of core production infrastructure providers is available upon request.
The Service is operated using United States-based production infrastructure.
3.4 Security
Ten Letters will maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No service can guarantee absolute security, and Customer is responsible for using available access controls appropriately and protecting its own systems and credentials.
3.5 Security Incidents
After confirming unauthorized access to Customer Data that requires notice under applicable law, Ten Letters will notify Customer without undue delay and provide reasonably available information about the incident and remediation. Ten Letters may delay or limit information when required by law, law enforcement, security needs, or confidentiality obligations.
3.6 Export, Retention, and Deletion
During the subscription period, Customer may retrieve Customer Data through functionality made available in the Service. Customer is responsible for exporting information it wishes to retain before its subscription ends. Upon timely request, Ten Letters will provide reasonable assistance with an available export, and additional work may be subject to agreed fees.
After the subscription ends, Ten Letters may disable access and delete Customer Data in the ordinary course, subject to reasonable transition needs, routine backup cycles, legal requirements, and information Ten Letters must retain to establish or defend legal rights. Customer Data in backups will remain protected and will not be restored except for disaster recovery or legal compliance.
3.7 Data Processing Addendum
If the parties execute a data processing addendum ("DPA"), it forms part of this Agreement. The DPA controls over this Agreement only to the extent of a conflict concerning its subject matter.
4. Fees and Payment
4.1 Fees
Customer will pay the fees stated in each Order. Unless an Order or this Agreement expressly provides otherwise, fees are non-refundable and committed quantities cannot be reduced during a subscription period.
4.2 Quantities and Overages
Any usage metric, included quantity, measurement method, and overage charge will be stated in the Order or applicable purchasing page. Customer will not manipulate records, accounts, or status values to avoid agreed fees.
4.3 Invoices and Payment
Invoices are due within 30 days unless the Order states otherwise. Customer must notify Ten Letters of a good-faith invoice dispute within 30 days after the invoice date and timely pay the undisputed portion. If Customer authorizes recurring card payments, Ten Letters or its payment provider may charge amounts due under the applicable Order.
4.4 Late Payment and Suspension
Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Ten Letters may suspend the Service for an undisputed amount more than 30 days overdue after giving at least 10 business days' notice and an opportunity to pay. Suspension does not cancel amounts already due.
4.5 Taxes
Fees exclude sales, use, value-added, and similar transaction taxes. Customer is responsible for those taxes, other than taxes measured by Ten Letters' net income, unless Customer supplies a valid exemption certificate.
5. Term and Termination
5.1 Term and Renewal
This Agreement begins when Customer first accepts it and continues while an Order is in effect. Each Order's subscription period is the period stated in that Order. Unless an Order states otherwise, a subscription renews automatically for successive periods equal to the expiring period. Either party may decline renewal by written notice at least 30 days before the renewal date for subscriptions of one year or longer, or at any time before the renewal date for monthly subscriptions. Renewal is at the same rates unless Ten Letters gives notice of changed rates at least 60 days before the renewal date; if Customer does not accept the changed rates, Customer may decline renewal as provided above.
5.2 Termination for Cause
Either party may terminate an affected Order if the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice describing it. Either party may terminate immediately if the other party becomes insolvent or enters a bankruptcy or similar proceeding that is not dismissed within 60 days.
5.3 Suspension to Protect the Service
Ten Letters may suspend access to the extent reasonably necessary to address a security threat, unlawful use, a material violation of Section 2.3, or nonpayment under Section 4.4. Where practicable, Ten Letters will give notice, limit the suspension's scope and duration, and restore access after the cause is resolved.
5.4 Effect of Termination
Upon expiration or termination, Customer's right to use the Service ends and Customer must pay accrued amounts. If Customer terminates for Ten Letters' uncured material breach, Ten Letters will refund prepaid fees covering the unused portion of the terminated subscription period. Sections that by their nature should survive will survive, including provisions concerning payment, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, and general terms.
6. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood as confidential. Customer Data is Customer's Confidential Information. The non-public Service, pricing, security information, and product plans are Ten Letters' Confidential Information.
Confidential Information excludes information the recipient can document: is publicly available without breach; was already lawfully known without restriction; was lawfully received from another source without restriction; or was independently developed without use of the discloser's Confidential Information.
The recipient will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors who need it and are bound by appropriate confidentiality obligations. A recipient may disclose information when legally required, after giving advance notice where permitted and reasonably cooperating with efforts to protect it. These obligations continue for five years after disclosure and, for trade secrets, while the information remains a trade secret.
7. Intellectual Property
Ten Letters and its licensors retain all rights in the Service, Documentation, software, designs, methods, templates, know-how, and improvements. No ownership rights are transferred to Customer. Unless the parties sign a written agreement stating otherwise, configurations, features, and developments created by Ten Letters remain part of the Service even if requested or funded by Customer. Customer may provide feedback, and Ten Letters may use it without restriction or compensation.
8. Warranties and Disclaimers
Each party represents that it has authority to enter into this Agreement. Ten Letters warrants that, during a paid subscription period, the Service will perform materially in accordance with the Documentation. Customer's remedy for breach of this warranty is correction of the nonconformity or, if Ten Letters cannot correct it within a reasonable period after written notice, termination of the affected Order and a prorated refund of prepaid fees for the unused period.
Except for that express warranty, the Service, evaluations, and any professional services are provided as-is and as-available. To the maximum extent permitted by law, Ten Letters disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation.
SchemaTMS is a recordkeeping and workflow tool. Ten Letters does not provide legal, regulatory, certification, or compliance advice and does not warrant that the Service, by itself, satisfies any law, audit, standard, or regulatory requirement. Customer is responsible for determining applicable requirements, configuring its processes, validating its use where necessary, and reviewing records and reports before relying on them.
9. Indemnification
9.1 By Ten Letters
Ten Letters will defend Customer against a third-party claim alleging that the unmodified Service, when used as permitted, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and reasonable legal fees finally awarded or agreed in settlement. Ten Letters may obtain continued use rights, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused subscription period. This obligation does not apply to claims caused by Customer Data, combinations not supplied by Ten Letters, unauthorized modifications, or use contrary to this Agreement.
9.2 By Customer
Customer will defend Ten Letters against a third-party claim arising from Customer Data, Customer's violation of Section 3.2, or Customer's unlawful or unauthorized use of the Service, and will pay damages and reasonable legal fees finally awarded or agreed in settlement.
9.3 Procedure
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without its consent.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility. Each party's total aggregate liability arising from this Agreement will not exceed the amounts paid or payable by Customer under the affected Orders during the 12 months before the first event giving rise to liability.
The limitations above do not apply to Customer's payment obligations, either party's indemnification obligations, a party's breach of confidentiality, Customer's violation of Section 2.3, fraud, willful misconduct, or liability that applicable law does not allow to be limited.
11. General Terms
11.1 Governing Law and Venue
Michigan law governs this Agreement without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction in the state courts located in Oakland County, Michigan, and the United States District Court for the Eastern District of Michigan. Each party waives a jury trial to the extent permitted by law.
11.2 Assignment
Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee agrees to be bound by this Agreement. Any other attempted assignment is void.
11.3 Notices
Legal notices must be in writing. Notices to Ten Letters must be sent to:
Ten Letters, Inc.
6780 Rochester Road, Suite C
Troy, Michigan 48085
support@tenletters.io
Notices to Customer may be sent to the address or administrator email associated with Customer's Order or account. Email notice is effective on the next business day after sending if no delivery failure is received.
11.4 Force Majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, other than payment obligations, provided it uses reasonable efforts to mitigate the effect.
11.5 Compliance with Law
Each party will comply with laws applicable to its own performance. Customer will not use or permit access to the Service in violation of export-control or sanctions laws.
11.6 Relationship and Third Parties
The parties are independent contractors. This Agreement creates no agency, partnership, joint venture, employment relationship, or third-party beneficiary.
11.7 Severability and Waiver
If a provision is unenforceable, it will be modified only as much as necessary and the remainder will remain effective. Failure to enforce a provision is not a waiver.
11.8 Order of Precedence
A signed amendment controls over this Agreement. An Order controls commercial details specific to that Order. A DPA controls data-protection matters within its scope. This Agreement controls all other conflicts. Terms in or referenced by a purchase order, vendor registration, procurement portal, or similar customer document do not modify this Agreement, even if the document is accepted, acknowledged, clicked through, or paid, unless Ten Letters expressly agrees in a writing (excluding automated, portal, or click-through acceptance) signed by an authorized representative of Ten Letters that references this Section. Ten Letters' acceptance or acknowledgment of such a document, including electronically through a procurement system, facilitates Customer's administration and payment only and is not assent to its terms.
11.9 Entire Agreement
This Agreement, accepted Orders, and any signed DPA or amendment are the entire agreement concerning the Service and replace prior proposals and understandings concerning the same subject matter. A separately signed agreement addressing another subject remains effective according to its terms.
11.10 Updates
Ten Letters may update this Agreement by posting a revised version with a new effective date. For an active paid subscription, a material update will take effect at renewal unless required earlier by law, applicable only to a new feature, or accepted earlier by Customer. Ten Letters may make non-material clarifications upon posting and notice. Prior versions will be retained.
11.11 Existing Customers
For a customer already using SchemaTMS under earlier terms, this Agreement becomes binding when the customer accepts it, enters into an Order referencing it, or it otherwise takes effect following any notice required by the earlier terms. Posting this Agreement alone does not change an existing Order or apply this Agreement retroactively to events occurring before it becomes effective for that Customer.
11.12 Electronic Acceptance
This Agreement and Orders may be accepted electronically and in counterparts. Electronic records of acceptance are admissible to the same extent as other business records.