SaaS Subscription Agreement

TodoClean - Cleaning Business Management Platform

Aion Technologies LLC | www.todogroupapps.com | Effective Date: July 7, 2026 | vs 6.1

1. Agreement and Order of Documents

This Subscription and Software-as-a-Service Agreement ("Agreement") is entered into between Aion Technologies LLC, a North Carolina limited liability company doing business as AION Tech ("Provider," "Aion," "we," "us," or "our"), and the individual or business subscribing to TodoClean ("Customer," "you," or "your"). This Agreement governs Customer's paid access to TodoClean, including our web-based application, progressive web app, websites, support, payment features, notifications, and related services (collectively, the "Service").

This Agreement works together with our Terms of Service, Privacy Policy, Refund Policy if any, checkout terms, order page, plan description, and any written order form or invoice accepted by us (together, the "Order Documents"). If there is a direct conflict, the following order controls: (1) a signed written order form, if any; (2) checkout or invoice terms for the specific purchase; (3) this Agreement; (4) the Terms of Service; and (5) the Privacy Policy.

By subscribing, paying an invoice, starting a paid plan, starting a trial that converts to a paid plan, clicking to accept, or using paid features, Customer accepts this Agreement. If an individual accepts on behalf of a business, that individual represents that they have authority to bind the business.

2. Definitions

• "Authorized Users" means Customer's employees, contractors, crew members, managers, owners, agents, or other individuals Customer authorizes to access the Service under Customer's account.
• "Customer Data" means data, content, records, photos, files, customer information, crew information, job information, schedules, notes, invoices, payment-related records, and other information submitted to or generated through the Service by Customer or Authorized Users.
• "Plan" means the subscription tier, user limits, usage limits, billing period, and paid features selected by Customer at checkout, in the Service, on an order page, or in an accepted invoice or order form.
• "Subscription Term" means the monthly, annual, trial, promotional, or other subscription period selected by Customer or shown in the applicable Order Documents.
• "Stripe Services" means payment processing, subscription billing, Stripe Connect, connected accounts, onboarding, identity verification, payouts, refunds, disputes, chargebacks, fraud review, and related services provided by Stripe or its financial partners.

3. Subscription Access and Authorized Users

3.1 Access Right

Subject to Customer's payment of applicable fees and compliance with this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for Customer's internal cleaning-business operations.

3.2 Plans and Limits

Available Plans, prices, user limits, crew limits, usage limits, trial terms, and features are shown on our website, in the Service, at checkout, in an invoice, or in another Order Document. Provider may update Plans or prices from time to time. Hard-coded prices in older documents, marketing pages, screenshots, or informal communications do not control if checkout or the accepted Order Documents show different terms.

3.3 Authorized User Responsibility

Customer is responsible for all use of the Service by Authorized Users and for ensuring that Authorized Users comply with this Agreement. Customer must remove access when an Authorized User no longer needs access or is no longer authorized by Customer.

3.4 Restrictions

Customer and Authorized Users may not:

• Sell, resell, rent, lease, sublicense, share, transfer, or provide access to the Service to anyone outside Customer's business.
• Use the Service for unlawful, fraudulent, deceptive, harmful, or abusive activity.
• Use the Service to process payments, store data, or manage work for a business other than Customer's own lawful cleaning or related field-service business unless Provider gives written permission.
• Reverse engineer, copy, modify, scrape, interfere with, overload, or create derivative works from the Service except as permitted by law.
• Enter full payment card numbers, CVV codes, bank passwords, Social Security numbers, government ID numbers, health information, or other highly sensitive information into notes, job records, customer profiles, or free-text fields unless Provider offers a secure field specifically designed for that information.

4. Fees, Billing, Trials, Renewal, Cancellation, and Refunds

4.1 Subscription Fees

Customer agrees to pay all fees shown at checkout, in the Service, on an order page, in an invoice, or in another accepted Order Document. Fees are generally billed in advance in U.S. dollars through Stripe unless we agree otherwise in writing. Customer authorizes Provider and Stripe to charge Customer's payment method for subscription fees, applicable taxes, and other charges Customer agrees to pay.

4.2 Automatic Renewal

Subscriptions renew automatically until cancelled. Before Customer completes a subscription purchase, Provider will present the recurring price, billing period, renewal terms, cancellation method, and other information required by applicable automatic-renewal law. After purchase, Provider will provide an acknowledgment that includes the automatic-renewal terms and cancellation instructions in a form Customer can keep.

For annual subscriptions or other renewal periods longer than 60 days, Provider will send renewal notices when required by law. For California customers, Provider will follow applicable California automatic-renewal requirements, including clear renewal disclosures, affirmative consent, acknowledgment, renewal reminders, fee-change notices, and online cancellation where required.

4.3 Free Trials and Promotional Offers

Provider may offer free trials, discounted periods, or promotional pricing. Trial length, promotional price, post-trial price, renewal timing, and cancellation instructions will be shown at signup or checkout. Unless the offer says otherwise, Customer will be charged when the trial or promotional period ends unless Customer cancels before the deadline shown in the offer.

4.4 Cancellation

Customer may cancel through account settings, the Stripe customer portal if provided, a cancellation link or button if available, or by contacting support@todogroupapps.com or billing@todogroupapps.com. Cancellation stops future recurring subscription charges but does not automatically refund charges already incurred. Customer will not be required to give more advance notice than applicable law allows.

If Customer signed up online, Provider will offer an online cancellation method where required by law. Customer may need to log in or authenticate before cancellation to protect the account. If Customer cancels, paid access generally continues until the end of the current billing period unless the Order Documents say otherwise or law requires a different result.

4.5 Refunds

Except where required by law or expressly stated in a separate Refund Policy or Order Document, fees are non-refundable and non-creditable, including for partial months, unused features, unused crew seats, downgrades, or periods when Customer does not use the Service. If Provider chooses to issue a refund in one situation, that decision does not create a right to future refunds.

4.6 Failed Payments, Taxes, and Plan Changes

If payment fails, Provider may retry the payment, ask Customer to update payment information, suspend or limit access, downgrade features, or terminate the subscription. Customer is responsible for taxes, duties, and government charges unless Provider is legally required to collect and remit them. Provider may change Plan features or prices with notice where required by law. Customer may cancel before a price increase takes effect.

4.7 Early Access, Founding Member, and Lifetime Plans

Provider may offer a Plan described as early access, founding member, beta, or "lifetime," which may involve a one-time or upfront payment instead of a recurring Subscription Term. These Plans are governed by this Agreement and by the specific terms presented at the time of the offer, including any limits on the number of users, seats, or accounts.

References to "lifetime" or similar terms mean the operational lifetime of the Service or the applicable Plan, as reasonably determined by Provider, and not the lifetime of Customer or any individual. They do not guarantee that the Service, or any particular Plan or feature set, will be offered indefinitely or without change. Provider may modify, limit, convert, or discontinue these Plans for legal, security, financial, or operational reasons, or if Provider discontinues the Service, and will provide notice where required by law. These Plans are non-transferable and remain subject to the restrictions, suspension, and termination provisions of this Agreement. Refunds for these Plans, if any, are governed by the Refund Policy.

5. Stripe Connect, Payments, Payouts, Refunds, and Chargebacks

5.1 Stripe Is the Payment Provider

Provider uses Stripe for subscription billing and may use Stripe Connect to help Customer accept payments from Customer's own cleaning customers. Provider is not a bank, money transmitter, payment processor, escrow agent, card network, or credit provider. Stripe and its financial partners provide the Stripe Services.

Customer's use of Stripe Services is subject to Stripe's terms, including the Stripe Connected Account Agreement, Stripe Services Agreement, Stripe Privacy Policy, and other Stripe requirements that apply to Customer. Customer must provide accurate information to Stripe and comply with Stripe's requirements, payment network rules, and applicable laws.

5.2 Connected Accounts and Data Sharing

Customer authorizes Provider and Stripe to share information with each other as needed to provide Stripe Services and platform services, including identity, business, tax, bank, customer, transaction, payout, dispute, chargeback, fraud, risk, and account information. Customer is responsible for providing notices and obtaining permissions needed for Stripe and Provider to lawfully collect, use, retain, and disclose information Customer provides or instructs Stripe to collect.

5.3 Customer Is the Seller

Customer is the seller of cleaning services to Customer's own customers. Customer is solely responsible for cleaning work, pricing, invoices, receipts, customer communications, refunds, complaints, service quality, taxes, licenses, permits, insurance, worker classification, and compliance with laws that apply to Customer's business. Provider is not a party to cleaning jobs between Customer and Customer's customers.

5.4 Fees, Payouts, Holds, and Negative Balances

Stripe fees, platform fees, payout timing, reserves, holds, balance adjustments, refund deductions, chargebacks, negative balances, tax reporting, risk review, and verification requirements may apply. Payouts may be delayed, withheld, reversed, limited, or suspended because of Stripe rules, fraud review, disputes, refunds, chargebacks, negative balances, legal requirements, verification requirements, or risk concerns.

Where permitted by law and payment rules, Customer authorizes Stripe or Provider to deduct, offset, debit, recover, or invoice Customer for refunds, chargebacks, disputes, fees, fines, penalties, negative balances, or other amounts connected to Customer's use of payment features.

5.5 Disputes and Chargebacks

Customer is responsible for resolving disputes with Customer's cleaning customers. If a customer requests a refund, disputes a charge, or initiates a chargeback, Customer is responsible for the disputed amount, related fees, and any evidence or response required by Stripe or the card network. Provider may help route information through the Service but does not guarantee that any dispute will be resolved in Customer's favor.

6. Customer Data, Privacy, and Security

6.1 Ownership and License

As between Provider and Customer, Customer retains ownership of Customer Data. Customer grants Provider a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, analyze, back up, and use Customer Data only as reasonably necessary to provide, secure, support, improve, and operate the Service; process payments; prevent fraud and abuse; comply with law; and enforce agreements.

6.2 Customer Responsibilities

Customer is responsible for the accuracy, quality, legality, and source of Customer Data. Customer represents that it has all rights, notices, consents, and permissions needed to submit Customer Data to the Service and to allow Provider, Stripe, and service providers to process it as described in this Agreement, the Terms of Service, and the Privacy Policy.

6.3 Privacy Policy

Provider's collection and use of personal information is described in Provider's Privacy Policy. Customer is responsible for giving any required privacy notices to Customer's own customers, employees, contractors, crew members, and other individuals whose information Customer enters into the Service.

6.4 Security

Provider will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No internet-based service, browser, payment flow, or storage system is completely secure. Customer is responsible for managing passwords, devices, Authorized Users, permissions, and account access.

6.5 Data Export, Retention, and Deletion

During an active subscription, Customer may export certain Customer Data where export tools are available. Customer may request deletion of its account and Customer Data at any time by using the account deletion option in the Service, if available, or by emailing support@todogroupapps.com. After cancellation, termination, or a deletion request, Provider may retain Customer Data for a limited period for backup, legal, accounting, tax, fraud prevention, payment, dispute, security, and business continuity purposes. Provider will process verified deletion requests and delete Customer Data according to its retention practices and Privacy Policy, unless law or payment rules require or allow longer retention.

6.6 Security Incidents

If Provider determines that a security incident involving Customer Data requires notice under applicable law, Provider will provide notice as legally required and reasonably cooperate with Customer. Customer is responsible for promptly notifying Provider of suspected unauthorized use of Customer's account.

7. Confidentiality

Each party may receive non-public information from the other party that reasonably should be considered confidential. Each party will use the other party's Confidential Information only to perform under this Agreement, will protect it using reasonable care, and will not disclose it except to employees, contractors, service providers, advisors, Stripe, financial partners, or legal authorities who have a need to know and are bound by legal or contractual duties of confidentiality or limited use.

Confidentiality obligations do not apply to information that is public through no breach of this Agreement, already known without restriction, independently developed without use of Confidential Information, rightfully received from a third party without restriction, or required to be disclosed by law.

8. Intellectual Property and Feedback

Provider and its licensors retain all right, title, and interest in the Service, including software, workflows, designs, interfaces, databases, documentation, logos, trademarks, trade secrets, and other intellectual property. Customer receives only the limited access right stated in this Agreement.

Customer may provide feedback, suggestions, ideas, or requests. Provider may use feedback without restriction or compensation, and Provider is not required to treat feedback as confidential unless separately agreed in writing.

9. Service Availability, Support, and Changes

Provider aims to provide a useful and reliable Service, but does not guarantee uninterrupted availability, error-free operation, specific uptime, compatibility with every browser or device, or availability of every feature. Provider may update, improve, limit, suspend, discontinue, or change features from time to time.

Support is provided through the support channels Provider makes available. Provider does not guarantee response times unless a separate written service-level agreement is signed by Provider.

10. Warranties and Disclaimers

Provider will use commercially reasonable efforts to provide the Service substantially as described in the applicable documentation or product materials. Customer's sole remedy for a breach of this limited warranty is for Provider to use commercially reasonable efforts to correct the issue or, if Provider cannot reasonably correct it, allow Customer to cancel the affected paid subscription.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, AVAILABILITY, AND RELIABILITY.

Provider does not provide legal, tax, accounting, payroll, employment, insurance, licensing, financial, or professional advice. Reports, reminders, revenue summaries, estimates, templates, or insights are informational only and must be reviewed by Customer before reliance.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST-PROFIT DAMAGES; LOSS OF REVENUE; LOSS OF CUSTOMERS; LOSS OF GOODWILL; LOSS OF DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; PAYMENT DELAYS; PAYOUT HOLDS; CHARGEBACKS; OR DISPUTES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT CUSTOMER PAID TO PROVIDER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

The limits above do not limit liability that cannot legally be limited. Customer's payment obligations, refund obligations to Customer's own customers, chargeback obligations, Stripe-related obligations, and indemnification obligations are not limited by this Section to the extent permitted by law.

12. Indemnification

Customer will defend, indemnify, and hold harmless Provider and its officers, directors, members, employees, contractors, agents, affiliates, licensors, and service providers from and against claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer's use or misuse of the Service.
• Customer's cleaning services, customer relationships, service quality, scheduling, cancellations, refunds, invoices, receipts, taxes, insurance, permits, licenses, employment practices, worker classification, wages, safety, or business operations.
• Customer Data, including claims that Customer lacked permission to collect, upload, use, or share personal information.
• Customer's violation of this Agreement, the Terms of Service, law, Stripe terms, card network rules, or third-party rights.
• Refunds, chargebacks, disputes, negative balances, payment reversals, fees, penalties, or fraud connected to Customer's account, Authorized Users, or cleaning customers.

13. Suspension, Term, and Termination

13.1 Term

This Agreement begins when Customer accepts it or first uses paid Service features and continues until the subscription expires, is cancelled, or is terminated.

13.2 Suspension

Provider may suspend, limit, or downgrade access if Customer fails to pay, violates this Agreement, creates security, legal, payment, fraud, operational, or Stripe risk, misuses payment features, or if suspension is needed to protect Provider, users, customers, Stripe, service providers, or others.

13.3 Termination by Customer

Customer may terminate by cancelling the subscription as described in Section 4. Cancellation stops future recurring subscription charges but does not erase payment obligations already incurred.

13.4 Termination by Provider

Provider may terminate for material breach if Customer does not cure the breach within 30 days after notice. Provider may terminate immediately for non-payment, unlawful activity, security risk, fraud risk, payment risk, misuse of Stripe Services, repeated violations, or any issue that could materially harm Provider, users, customers, Stripe, service providers, or others. Provider may also discontinue the Service or a Plan with reasonable notice where practical.

13.5 Effect of Termination

Upon termination, Customer's access right ends, Customer must stop using the Service, and Customer remains responsible for amounts owed before termination, including subscription fees, refunds, disputes, chargebacks, negative balances, payment fees, penalties, and taxes. Sections that by their nature should survive termination will survive.

14. Governing Law, Venue, Jury Waiver, and Class Action Waiver

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law rules. Subject to rights that cannot be waived under applicable law, disputes arising out of or related to this Agreement or the Service will be brought exclusively in the state or federal courts located in Wake County, North Carolina, and each party consents to personal jurisdiction and venue there.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

15. Changes to This Agreement

Provider may update this Agreement from time to time. For material changes, Provider will provide notice by email, in-app notice, website posting, checkout notice, or another reasonable method. Changes take effect on the stated effective date. If Customer does not agree to revised terms, Customer must stop using the Service and cancel any active subscription before the revised terms apply.

For material changes to automatic-renewal terms or fees, Provider will provide notices and cancellation information required by applicable law before the change takes effect.

16. General Provisions

Neither party is liable for delay or failure caused by events beyond reasonable control, including internet outages, third-party service outages, payment network disruptions, labor disruptions, natural disasters, war, terrorism, government action, or security incidents not caused by that party's failure to use reasonable safeguards.

Customer may not assign this Agreement or Customer's account without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. No agency, partnership, joint venture, employment, franchise, fiduciary, or similar relationship is created by this Agreement.

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