Effective Version: 20261006

1. Acceptance and Applicability

Before evaluating, installing, accessing, or using the GroupLink software, the person or organization accepting this Subscription License Agreement (the “Agreement”) must accept its terms. Whether the software is installed on-premise, accessed through a cloud-hosted environment, or otherwise provided electronically, evaluation, installation, access, login, or use of the software constitutes acceptance of this Agreement by the person or organization for which the software is obtained or used (the “Licensee” or “Customer”).

This Agreement governs the Licensee’s use of the GroupLink software identified in the applicable invoice or quote (the “Licensed Software”), together with any associated documentation and software components supplied by GroupLink Corporation (“GroupLink” or “Licensor”).

The Licensed Software shall be used solely in accordance with this Agreement and the applicable, most recently issued and accepted invoice or quote presented by GroupLink or its authorized representative. The applicable invoice or quote establishes the transaction-specific commercial terms, including applicable subscription period, license quantities, pricing, discounts, payment terms, and any expressly stated services or other terms.

2. Grant of Subscription License

GroupLink Corporation, a Utah corporation, grants to the person or organization accepting this Agreement a non-exclusive, non-transferable, non-assignable subscription license to use the applicable version of the Licensed Software and associated user documentation during the applicable paid subscription period and subject to the license quantities and other limitations stated in the applicable invoice or quote and this Agreement.

The license granted under this Agreement is a license to use the Licensed Software; it is not a sale of the software or of any copy of the software.

Legacy customers who previously acquired legacy licenses may have received grandfathered pricing or other legacy consideration. To the extent a legacy license has been converted to an annual subscription license, continued use is subject to payment, registration, and the applicable subscription terms established by the customer’s then-current license subscription agreement with GroupLink or its authorized dealer or representative.

3. Scope of Permitted Use and License Quantities

Licensee may use the Licensed Software only for the number of users, installations, computers, or other licensed units specified in the applicable paid subscription.

Licensee shall maintain reasonable administrative procedures to ensure that the number of persons, computers, installations, or other licensed units using the Licensed Software does not exceed the number of licenses purchased and paid for the applicable subscription period.

Licensee shall not circumvent or attempt to circumvent license limitations, activation mechanisms, user restrictions, or other technical or contractual controls used by GroupLink to administer the subscription.

4. Evaluation and Acceptance

A live version of applicable GroupLink software is available for testing and evaluation prior to purchase of a subscription license. Licensee acknowledges that it has had an opportunity to evaluate the applicable software before purchasing or using a subscription license.

By purchasing, installing, accessing, logging into, or using the Licensed Software, Licensee acknowledges acceptance of the software as provided and acknowledges that it operates substantially as described in GroupLink’s applicable product information and documentation.

Except as expressly provided in this Agreement or required by applicable law, the Licensed Software is not returnable, and all sales are final.

Technical evaluation and acceptance criteria are based solely on product information and specifications provided by GroupLink in its applicable product information and documentation. Unless expressly agreed to in writing by GroupLink, such criteria do not include:

1. any particular installation process or installation requirements; or

2. operation of the Licensed Software in an environment other than an environment specified or supported by GroupLink.

5. Payment, Delivery, Taxes, and Commercial Terms

Electronic delivery of subscription licenses, license files, activation credentials, or other electronic license materials will occur upon GroupLink’s confirmed receipt of payment, unless GroupLink expressly agrees otherwise in writing.

All prices are stated in U.S. dollars (USD) and, unless expressly stated otherwise, exclude applicable sales, use, value-added, withholding, customs, import, export, tariff, duty, or other governmental taxes or charges. Such amounts are the responsibility of Licensee.

Payment may be made by credit card only with GroupLink’s prior approval, for transactions of less than $4,000 USD, and subject to an additional 5% credit-card processing fee payable by Licensee. Payment may also be made by check drawn on a U.S. bank or by international wire transfer in accordance with GroupLink’s payment instructions.

Unless a different payment date is expressly stated on the applicable invoice or quote, payment is due within thirty (30) days after the invoice date.

Any discount stated on an invoice is conditional upon payment being received by the applicable discount deadline. If payment is not received by that deadline, the applicable discount is void and the invoice becomes due at its full undiscounted amount.

For invoices issued with a payment deadline of December 31, 2026, any amount not received by that date will cause the applicable discount to be void. In addition, a one-time delinquent processing fee of $100 or 1% of the total undiscounted invoice amount, whichever is greater, will apply, together with a 1.5% late charge per month on the total undiscounted invoice amount. Licensee is also responsible for reasonable collection, legal, and technical service costs incurred in connection with delinquent amounts.

6. Applicable Version of this Agreement

All use of GroupLink software is subject to the version of this Agreement in effect on the latest date on which the applicable GroupLink software is downloaded, acquired, installed, accessed, or used, as applicable.

GroupLink may issue updated versions of this Agreement in accordance with Section 19 below. Unless otherwise expressly stated by GroupLink, an updated Agreement applies prospectively to subsequent downloads, acquisitions, installations, activations, renewals, or uses of the applicable Licensed Software.

7. Disclaimer of Warranty

THE LICENSED SOFTWARE IS PROVIDED AND ACCEPTED “AS IS”, EXCEPT TO THE LIMITED EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROUPLINK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GROUPLINK DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET ALL OF LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

LICENSEE ASSUMES THE RISK AS TO THE QUALITY, PERFORMANCE, AND SUITABILITY OF THE LICENSED SOFTWARE FOR LICENSEE’S PARTICULAR PURPOSE.

Some jurisdictions do not permit the exclusion of certain implied warranties. To the extent such exclusions are prohibited, the applicable exclusion shall be limited to the maximum extent permitted by law.

8. Limited Physical-Media Warranty

Most delivery of the Licensed Software and associated license materials occurs electronically.

If Licensed Software or an associated license file is delivered on physical media and Licensee discovers a physical defect in that media, GroupLink will, at its option, replace the defective media or documentation at no charge, provided Licensee returns the item with proof of payment within ninety (90) days after delivery.

No GroupLink dealer, representative, agent, or employee is authorized to modify or expand this limited warranty unless expressly authorized in writing by GroupLink.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROUPLINK BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE, SERVICES, OR THIS AGREEMENT, EVEN IF GROUPLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in this Agreement shall operate to relieve GroupLink from liability to the extent such limitation is prohibited by applicable law, including liability arising from GroupLink’s own willful or wanton recklessness or intentional torts.

10. Proprietary Rights and Confidential Information

GroupLink is the owner of the Licensed Software and of the ideas, procedures, processes, systems, methods of operation, concepts, and trade-secret information embodied in or associated with the Licensed Software.

This Agreement does not transfer ownership of the Licensed Software to Licensee. All right, title, and interest in the Licensed Software, including all copies and components thereof, remain with GroupLink regardless of the ownership of any tangible medium on or in which the Licensed Software may be copied, encoded, or fixed.

Licensee shall use reasonable efforts to prevent unauthorized copying, disclosure, or use of the Licensed Software and GroupLink’s proprietary or trade-secret information and shall inform employees and agents permitted to access the Licensed Software of the applicable restrictions.

11. Support Services

GroupLink may provide technical support and related services for the Licensed Software (“Support Services”) pursuant to the applicable support arrangement, invoice or quote, and GroupLink’s then-current support policies and programs.

Support Services are governed by applicable GroupLink policies, user manuals, online documentation, and other GroupLink-provided materials.

Any supplemental software code provided by GroupLink as part of Support Services shall be considered part of the Licensed Software and subject to this Agreement.

Technical information provided by Licensee to GroupLink in connection with Support Services may be used by GroupLink for legitimate business purposes, including product support, troubleshooting, analytics, and product development. GroupLink will not intentionally use such technical information in a form that personally identifies Licensee, except as otherwise permitted or required by applicable law or agreement.

12. Customer Infrastructure and Third-Party Systems

For an on-premise deployment, Licensee is solely responsible, at its own expense, for providing, maintaining, administering, and supporting the software, hardware, connectivity, and other infrastructure required for its computing environment, including, without limitation:

• operating systems;

• networking and Internet connectivity;

• databases;

• web servers;

• email systems;

• directory systems; and

• other third-party software, hardware, systems, or services.

Both on-premise and cloud-hosted Licensees are responsible for providing and maintaining their own email and directory systems and related services unless expressly agreed otherwise in writing.

GroupLink Support Services do not include installation, administration, maintenance, troubleshooting, or support of Licensee-provided infrastructure or third-party components unless expressly included in a written support agreement.

Licensee using an on-premise deployment shall access Licensed Software database elements only through the Licensed Software’s user interface (UI). Direct database access—including reading, writing, deleting, modifying, or otherwise manipulating database elements—is prohibited unless expressly authorized in writing by GroupLink. Unauthorized direct database access may cause corruption or malfunction and may, to the extent permitted by law, void applicable warranty or Support Service obligations relating to resulting problems.

13. GroupLink eHD+AI Add-On

The GroupLink eHD+AI component add-on (the “Add-On”) is an AI assistant designed to support and increase user productivity within the GroupLink eHD product.

Because the Add-On pricing model is based in part on the anticipated productivity benefit associated with its use, acquisition or continued use of the Add-On does not permit a reduction in Licensee’s number of eHD technician licenses.

Licensee may increase its number of eHD technician licenses while using the Add-On. However, Licensee may not reduce its number of eHD technician licenses while the Add-On remains in use.

14. Non-Solicitation of GroupLink Personnel

Licensee acknowledges that GroupLink invests significant resources in recruiting, training, and retaining its personnel.

Neither Licensee nor its employees or agents shall knowingly, directly or indirectly, solicit or request services from any current or former GroupLink employee, except through GroupLink, for a period of two (2) years following the date on which the applicable individual was last employed by GroupLink.

This restriction includes direct solicitation and indirect solicitation through another person, entity, staffing company, consulting firm, or other intermediary.

Nothing in this Section prohibits a person from responding to a general employment advertisement or general solicitation that is not specifically directed toward GroupLink personnel, to the extent such activity is permitted by applicable law.

15. Restrictions on Duplication, Reverse Engineering, and Derivative Works

Any permitted copy of the Licensed Software made by Licensee must contain the same copyright, proprietary, and other notices appearing on the copy supplied by GroupLink.

Licensee shall not, and shall not permit any other person to:

• disassemble, decompile, translate, or reverse engineer the Licensed Software;

• attempt to discover source code or underlying algorithms except to the limited extent expressly permitted by applicable law;

• create derivative works based on the Licensed Software;

• remove proprietary notices; or

• make unauthorized copies of the Licensed Software.

Licensee may create a derivative work only with specific prior written authorization from an authorized officer of GroupLink, such as through a written license addendum.

To the extent applicable law expressly permits any activity otherwise prohibited by this Section, this Section shall be interpreted to permit no more than the minimum activity required by such law.

16. Restriction on Transfer

Licensee shall not lease, rent, sell, distribute, pledge, assign, sublicense, loan, transfer, or otherwise provide any part of the Licensed Software or any copy thereof, or any of Licensee’s rights under this Agreement, to any third party except as expressly authorized in writing by GroupLink.

17. Term, Suspension, and Termination

The subscription term for each Licensed Software subscription is the period stated in the applicable invoice or quote.

GroupLink may suspend access to the Licensed Software or terminate this Agreement or an applicable subscription if Licensee materially breaches this Agreement, including by failing to pay applicable license or subscription fees, subject to any applicable notice and cure requirements expressly stated in the applicable invoice, quote, or this Agreement.

Notwithstanding the foregoing, for any subscription for which Licensee has paid and GroupLink has received annual subscription license fees totaling more than $1,000 USD, the parties recognize the strategic nature of their relationship, including the investments each party may make in implementing, supporting, maintaining, and using the Licensed Software.

Accordingly, each party agrees to provide the other with at least eight (8) months’ written notice before voluntarily reducing or terminating the licensing relationship, except where termination is required by law or results from circumstances for which termination without such notice is expressly permitted under this Agreement.

Notice under this Section must be clear and deliberate written notice, including email notice, delivered to a responsible administrative or contractual contact of the other party.

The parties acknowledge that the eight-month notice period is intended to provide reasonable time for each party to plan for the operational, financial, technical, and business consequences associated with a significant change in the licensing relationship.

Upon expiration or termination of a subscription, Licensee shall cease all use of the applicable Licensed Software and, upon request, remove or destroy applicable copies and license materials, except to the extent retention is required by applicable law.

18. U.S. Government Restricted Rights

The Licensed Software and documentation are provided with RESTRICTED RIGHTS.

Use, duplication, or disclosure by the U.S. Government is subject to restrictions applicable to commercial computer software and technical data, including, as applicable, DFARS 252.227-7013 and 48 CFR 52.227-19.

Contractor/manufacturer:

GroupLink Corporation
275 North Main #473
Centerville, UT 84014-0473

19. Non-Waiver; Amendments and Updated Versions

The failure of either party at any time to enforce any provision of this Agreement, or to exercise any right or remedy available under this Agreement or applicable law, shall not constitute a waiver of that provision, right, or remedy.

A waiver of any particular default shall not constitute a continuing waiver of the same or any other default.

GroupLink may publish updated versions of this Agreement from time to time. Updated versions may be made available through GroupLink’s website, electronic documentation, customer portal, or other designated electronic location.

A subsequent download, acquisition, installation, activation, renewal, or use of Licensed Software following publication of an updated Agreement constitutes acceptance of the then-current Agreement, subject to applicable law and any express written contractual commitments that cannot otherwise be modified.

20. Severability and Choice of Law

Each provision of this Agreement shall be interpreted, to the extent reasonably possible, so as to be valid and enforceable.

If any provision is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

This Agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Utah, without regard to conflict-of-law principles.

Any action between GroupLink and Licensee arising from or relating to this Agreement shall be venued in a state or federal court located in the State of Utah, and Licensee irrevocably submits to the personal jurisdiction of such courts.

The parties may, by mutual agreement, elect to resolve a dispute through mediation or arbitration accessible to both parties.

To the extent permitted by applicable law, the prevailing party in litigation, mediation, or arbitration arising from this Agreement shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in pursuing or defending the matter.

21. Assignment and Binding Effect

GroupLink may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to an affiliate, successor, purchaser, or other person or entity.

Licensee may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations without GroupLink’s prior written consent.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

22. Travel Expenses

Unless expressly stated otherwise in the applicable invoice or quote, travel expenses are not included in the price of Licensed Software or Support Services.

Any required travel expenses shall be payable by Licensee in advance. Travel arrangements must be reasonable with respect to schedule, routing, and quality and shall be made in accordance with GroupLink’s applicable travel policy, which is available upon request.

23. Entire Agreement; Order of Precedence

This Agreement, together with the applicable invoice or quote and any other documents expressly incorporated by reference, constitutes the agreement between GroupLink and Licensee concerning the subject matter addressed herein and supersedes prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, and agreements concerning the same subject matter, except for written agreements expressly preserved by the parties.

The parties intend the documents to operate together as follows:

1. The applicable invoice or quote controls transaction-specific commercial terms, including subscription period, license quantities, pricing, discounts, payment deadlines, and expressly stated services or special terms.

2. This Agreement controls the general terms governing use of the Licensed Software, intellectual-property rights, restrictions, warranties, limitations of liability, Support Services, infrastructure responsibilities, termination, and other licensing matters.

3. If an invoice or quote expressly states that a particular provision supersedes a provision of this Agreement, the express provision of the applicable invoice or quote controls for that transaction.

Any modification or amendment to this Agreement must be made in writing by an authorized representative of GroupLink, except for updated versions issued in accordance with Section 19.

24. Acceptance

By signing the applicable invoice or quote, paying any amount toward the applicable invoice or quote, downloading, installing, accessing, logging into, evaluating, or using the Licensed Software, Licensee acknowledges that it has had an opportunity to review this Agreement and agrees to be bound by it.

Such acceptance applies to the customer organization for which the Licensed Software is obtained or used, subject to the authority of the person acting on behalf of that organization and applicable law.

The applicable invoice or quote may contain additional terms and conditions, including payment, pricing, license quantity, support, travel, and other transaction-specific terms. Those terms are incorporated into and form part of the parties’ agreement for the applicable transaction.