SOFTWARE SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
TD-PRISMA-ERP-USD-2026-1Y
This Software Subscription Agreement (this “Agreement”) is entered into as of ______________ [Effective Date], by and between:
Thinking Dynamics LLC, a Texas limited liability company, with its principal place of business at 401 E Sonterra Blvd, Suite 375, San Antonio, Texas 78260 (“Provider”), represented for purposes of this Agreement by Andrés Luna, acting in his capacity as Chief Executive Officer (CEO) and Legal Representative, with full authority to bind the company;
and
___________________ [CLIENT LEGAL NAME], a __________________ [corporation / limited liability company / other entity] duly organized and validly existing under the laws of _____________ [State/Country], with its principal place of business at _____________________ [Address] (“Client” or “Subscriber”), represented for purposes of this Agreement by ___________________ [Name of Signatory], acting in his/her capacity as ______________ [Title], with sufficient authority to bind the Client.
Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
Provider Representations
Provider represents and warrants that:
a. It is a legal entity duly organized, validly existing, and in good standing under the laws of the State of Texas.
b. It has full corporate power and authority to enter and perform this Agreement.
c. The execution and performance of this Agreement have been duly authorized by all necessary corporate action.
d. It has the technical, operational, and professional resources required to perform its obligations under this Agreement.
Client Representations
Client represents and warrants that:
a. It is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
b. It has full power and authority to enterand perform this Agreement.
c. The execution and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.
d. Client is solely responsible for defining, prioritizing, and configuring its internal processes, workflows, and business decisions in connection with its use of the Software.
Mutual Representations
The Parties acknowledge that:
a. They have freely negotiated this Agreement at arm’s length.
b. They enter into this Agreement voluntarily and without reliance on representations not expressly set forth herein.
c. This Agreement reflects their entire understanding regarding the subject matter hereof.
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Access Credentials” means the unique user identification and password assigned to a User to access the Software.
“Additional Services” means upgrades, additional licenses, software modules, custom automations, analytics, reporting, professional services, or additional training requested by Client and approved in writing by Provider.
“Confidential Information” has the meaning set forth in Section 7.
“Documentation” means Provider’s technical documentation, user guides, and training materials.
“Force Majeure Event” means any event beyond a Party’s reasonable control, including acts of God, labor disputes, war, terrorism, governmental actions, epidemics, utility failures, or network outages.
“PRISMA” or “Software” means Provider’s proprietary cloud-based SaaS platform known as PRISMA, including all modules, updates, and related Documentation.
“Subscription Term” means the period during which Client is authorized to access and use the Software.
“Users” means individuals authorized by Client to access and use the Software.
1. PURPOSE AND SCOPE
Provider grants Client a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the PRISMA software platform (“Software”) solely for Client’s internal business purposes, subject to the terms and conditions of this Agreement.
During the Term of this Agreement, Provider shall provide the following services and components, which together constitute the ERP engagement:
a. Licensed Users and License Types
Client shall be granted access to the PRISMA platform for the following licensed users, as agreed upon at the time of contract execution:
Administrative Licenses: ______ users
Field Service Licenses: ______ users
Each license type provides access to specific functionalities, permissions, and system capabilities associated with the corresponding user role within the PRISMA platform.
The total license count and license mix shall serve as the basis for the applicable licensing, implementation, and support fees outlined in this Agreement.
b. Software Licensing Fees (Client Selection Required)
The Client expressly selects one (1) of the following licensing and payment models by initialing the applicable option below:
⬜ Option 1 — Monthly License Subscription (Standard Rate)
Software access billed on a monthly recurring basis
Total monthly license fee: USD $_________
Fee calculated based on the number and type of licensed users defined above
Billing shall be automatic and recurring throughout the twelve (12) month Term
Support services are billed separately in accordance with Section (d) below
This option does not include any promotional or discounted support benefits.
⬜ Option 2 — Annual Prepaid License (Preferential Rate)
Software access billed as a one-time annual prepaid license fee
Total annual license fee: USD $_________
Fee reflects a preferential rate granted in exchange for full upfront payment
Applies to a twelve (12) month license period commencing on the Effective Date
Support services for the first contract year are included at no additional cost
Annual prepaid license fees are non-refundable
c. Implementation Services (One-Time Fee)
Provider shall deliver professional implementation services to configure, align, and prepare the Software for Client’s operational use.
Implementation Fee (one-time): USD $_________
This fee is based on the number of Administrative Licenses contracted
Implementation services include system configuration, operational setup, workflow alignment, and go-live readiness
The implementation fee is due in accordance with the payment terms defined in this Agreement and is non-refundable
d. Support Services
Ongoing support services are provided to ensure system continuity, technical assistance, and account responsiveness throughout the Term of this Agreement.
• Support Fee: An amount equal to fifteen percent (15%) of the applicable License Fees,
corresponding to a total support cost of USD $__________, calculated based on the licensing model selected by the Client.
• Billing Frequency:
If the Client selects the Monthly License Subscription, the Support Fee in the amount specified above shall be billed on a monthly recurring basis together with the License Fees.
If the Client selects the Annual Prepaid License option, the Support Fee for the first contract year shall be waived in full as a contractual benefit.
• Support services are delivered in accordance with Provider’s then-current support policies and applicable service levels.
• Support services do not include custom development, new feature creation, workflow redesign, integrations, or scope expansions unless expressly contracted as Additional Services.
e. Account Management and Access Enablement
Provider shall assign a dedicated Customer Account Manager (CAM) or Consultant to serve as Client’s primary point of contact.
The CAM shall be responsible for:
Coordinating account-related communication
Facilitating the initial welcome session and platform walkthrough
Provisioning user access credentials
Serving as liaison between Client and Provider throughout the Term
2. TERM
This Agreement shall commence on the Effective Date (defined as the date of execution of this Agreement or confirmation of purchase, whichever occurs first) and shall remain in effect for an initial term of twelve (12) months (the “Term”), unless earlier terminated in accordance with this Agreement.
Client Acknowledgment and Informed Acceptance
Prior to executing this Agreement, the Client acknowledges that it has:
• Had the opportunity to engage in discussions, consultations, and demonstrations regarding the PRISMA platform;
• Reviewed relevant workflows, use cases, and system capabilities applicable to its business operations;
• Asked all questions deemed necessary regarding functionality, scope, pricing structure, implementation approach, and system limitations;
• Received sufficient information to evaluate the suitability of the Software for its intended use.
By executing this Agreement, the Client expressly confirms and agrees that:
• All material questions and concerns have been fully addressed to its satisfaction;
• The Software aligns with the Client’s operational needs and business objectives;
• The decision to enter into this Agreement is made knowingly, voluntarily, and without reliance on future evaluations, trial periods, proofs of concept, or conditional acceptance.
Accordingly, no trial period, evaluation window, or right of cancellation based on system suitability, expectations, or perceived outcomes shall apply after execution of this Agreement, except as expressly set forth herein.
Implementation Commencement
Upon execution of this Agreement and receipt of the applicable implementation and licensing payments, the Provider shall commence the implementation of the Software in accordance with the PRISMA Methodology and the terms of this Agreement.
The Client acknowledges and agrees that implementation services involve the immediate allocation of professional resources, operational planning, system configuration, and execution efforts. Accordingly, implementation services are deemed initiated upon payment and are fully earned once commenced.
The Client further acknowledges that the decision to proceed with implementation is made with full understanding of the Software’s capabilities and scope, and that implementation fees are non-refundable once implementation activities begin.
3. FEES AND PAYMENT
Client shall pay all fees set forth in this Agreement, the applicable Order Form, or Commercial Proposal, which may include one or more of the following, as applicable:
a. License Fees
License fees for access to the Software, calculated based on the number and type of licensed users (Administrative Licenses and Field Service Licenses) selected by the Client at the time of contract execution.
License fees shall be payable either:
On a monthly recurring basis, or
As a one-time annual prepaid amount, if selected by the Client, subject to the pricing and benefits expressly stated in this Agreement.
b. Implementation Fees
A one-time implementation fee, as specified in the applicable Order Form or Commercial Proposal, covering system configuration, process alignment, deployment activities, and application of the PRISMA implementation methodology.
Implementation fees are due in accordance with the agreed payment schedule and are independent of license fees.
c. Support Fees
Ongoing support services, billed separately from license fees, in accordance with the Support Services section of this Agreement, unless expressly waived as part of an annual prepaid licensing arrangement.
d. Additional Services
Fees for any additional services not included in the standard scope, including but not limited to customized training sessions, consulting services, or other professional services, if expressly agreed in writing by the Parties.
All fees are stated in United States Dollars (USD), are non-refundable, and are exclusive of any applicable taxes, duties, or governmental charges.
Client agrees to provide and maintain a valid payment method and expressly authorizes Provider to charge such payment method on a recurring or prepaid basis, as applicable, in accordance with the selected billing model and the terms of this Agreement.
Client acknowledges and agrees that:
All fees are binding for the full contractual term once this Agreement is executed;
Failure to fully use, implement, or adopt the Software does not relieve the Client of its payment obligations;
Business results, adoption levels, or internal execution remain the sole responsibility of the Client.
If any payment is declined, reversed, disputed, or otherwise fails to process, Provider may suspend access to the Software until payment is successfully completed. Such suspension shall not relieve Client of its obligation to pay all outstanding amounts due under this Agreement.
4. IMPLEMENTATION METHODOLOGY AND DELIVERY (PRISMA Methodology)
Upon execution of this Agreement and confirmation of the applicable implementation fees, the Client shall formally enter the Provider’s PRISMA Implementation Methodology.
The Client acknowledges and agrees that, prior to signing this Agreement, all technical, functional, and operational questions related to the Software were addressed, and that the decision to proceed with implementation is made with full understanding of the system’s capabilities and scope.
The implementation services shall be delivered in accordance with the following structured phases (the “PRISMA Methodology”):
a. Operational Analysis
Review of the Client’s operational structure, key workflows, and business objectives to establish the implementation foundation.
b. Discovery
Detailed information gathering to define requirements, configurations, data structures, and system parameters specific to the Client’s operation.
c. Use Case Validation
Configuration and demonstration of relevant workflows within the PRISMA platform to confirm alignment with the Client’s operational needs.
d. Process Mapping
Formal mapping of the Client’s processes within the Software, including operational flows, roles, and system interactions.
e. Validation
Review and confirmation of configured processes to ensure accuracy, completeness, and readiness for production use.
f. Go Live
Activation of the system in a production environment and transition to live operation.
The Client acknowledges that all phases of the PRISMA Methodology are part of the implementation services covered by the one-time implementation fee and that implementation activities commence immediately upon payment.
Access, Support, and Enablement During Implementation
Provider shall assign a Customer Account Manager (CAM) or Implementation Consultant who shall:
• Coordinate and oversee the implementation activities in accordance with the PRISMA Methodology;
• Grant, manage, and administer access credentials to the PRISMA platform for the authorized users;
• Serve as the Client’s primary point of contact throughout the implementation process for coordination and communication purposes.
As part of the implementation process, the Client may receive initial orientation and system walkthrough support provided by the assigned CAM or Implementation Consultant, solely for the purpose of facilitating effective access and system activation.
No trial period, evaluation window, or right of cancellation applies.
All implementation and enablement activities are performed as part of the contracted implementation services and do not constitute a separate onboarding, welcome session, or conditional acceptance of the Software.
5. INTELLECTUAL PROPERTY
Provider retains all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights.
Client retains ownership of its data and content uploaded to the Software and represents that it has all rights necessary to use such data.
No ownership rights are transferred under this Agreement.
6. EXCLUSIVITY AND NON-COMPETITION
During the Subscription Term and for a period of three (3) years thereafter, the Client agrees not to knowingly develop, market, support, or participate in the creation of any directly competing cloud-based ERP or substantially similar software solution, whether independently or through a third party, that competes with the Software, using or derived from the Provider’s Confidential Information, proprietary materials, trade secrets, or know-how, without the Provider’s prior written consent.
For clarity, this restriction applies solely to competitive activities that involve the use or exploitation of the Provider’s Confidential Information, proprietary materials, trade secrets, or know-how obtained through the Client’s use of the Software.
The Client acknowledges and agrees that any breach of this Section would result in substantial and irreparable harm to the Provider, the extent of which would be difficult to accurately quantify at the time of breach.
Accordingly, in the event of a breach, the Provider shall be entitled to all remedies available under applicable law, including but not limited to:
a. Injunctive and equitable relief to prevent or restrain any further breach;
b. Recovery of all damages, whether direct, indirect, incidental, consequential, or exemplary, to the fullest extent permitted by law;
c. Disgorgement of any profits, revenues, or economic benefits obtained by the Client or any third party as a result of the breach;
d. Recovery of all reasonable attorneys’ fees, expert fees, and enforcement costs incurred by the Provider in connection with such breach.
The remedies set forth herein are cumulative and not exclusive, and the exercise of one remedy shall not preclude the exercise of any other remedy available to the Provider.
7. CONFIDENTIALITY
Each Party shall protect the other Party’s Confidential Information using reasonable care and shall not disclose such information except as permitted under this Agreement.
Confidentiality obligations survive termination.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW:
a. PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
b. PROVIDER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Client agrees to indemnify and hold harmless Provider from claims arising from Client’s misuse of the Software or violation of this Agreement.
9. FORCE MAJEURE
Neither Party shall be liable for failure or delay caused by a Force Majeure Event, provided prompt notice is given.
10. TERMINATION
Either Party may terminate this Agreement in the event of a material breach by the other Party that remains uncured for ten (10) days following written notice.
The Client expressly acknowledges and agrees that all terminations, cancellations, and early terminations are governed by the Provider’s Refund & Cancellation Policy, as published on the Provider’s website and incorporated herein by reference.
10.1 Client-Initiated Early Termination
The Client may request termination of this Agreement prior to the expiration of the twelve (12) month Subscription Term. Any termination initiated by the Client before the end of the Subscription Term shall be deemed an early termination and shall be subject to the applicable terms set forth below, depending on the payment model selected by the Client.
10.2 Early Termination – Monthly Subscription Model
If the Client elected the monthly subscription payment model, the Client acknowledges and agrees that early termination shall result in an early termination fee calculated as follows:
The early termination fee shall be equal to the prorated value of the remaining months in the twelve (12) month Subscription Term;
The calculation shall be based on the total monthly subscription fee agreed upon at the time of contract execution, including all licensed users and license types;
The total prorated amount corresponding to the remaining portion of the Subscription Term shall become immediately due and payable upon the effective date of termination.
The Client acknowledges that this early termination structure reflects the Provider’s allocation of implementation resources, commercial planning, and operational commitments made in reliance on the full Subscription Term.
10.3 Early Termination – Annual Prepaid License Model
If the Client elected the annual prepaid licensing model, the Client expressly acknowledges and agrees that:
The annual prepaid license fee was granted at a preferential rate in exchange for full upfront payment;
No refunds, credits, chargebacks, or prorated reimbursements shall be issued for any unused portion of the prepaid licensing term;
Early termination shall not entitle the Client to any refund and shall not affect the validity of payments already made under this model.
10.4 Effects of Termination
Upon termination of this Agreement for any reason:
a. Access Suspension
The Client’s access to the Software shall be suspended or permanently terminated as of the effective termination date, without further notice.
b. Acceleration of Payment Obligations
All outstanding amounts, accrued fees, implementation fees, support fees, and any applicable early termination fees shall become immediately due and payable, regardless of whether the Client continues to access or use the Software.
c. No Refunds
Termination of this Agreement shall not entitle the Client to any refunds, credits, reversals, or chargebacks of fees already paid, except as expressly required by applicable law.
d. Data Export and Deletion
Upon written request submitted within thirty (30) days following the effective termination date, the Client may request a one-time export of its data in a standard format.
After such period, the Provider may permanently delete the Client’s data in accordance with its data retention policies and Privacy Policy.
11. DATA PRIVACY
Each Party shall comply with all applicable United States federal and Texas state data protection and privacy laws and regulations in connection with the performance of this Agreement.
The Provider shall process Client data solely for the purpose of delivering the Services and in accordance with its Privacy Policy, which is made available on the Provider’s website and incorporated herein by reference.
The Client acknowledges that the Provider does not store or process payment card information directly and that all payment transactions are handled by authorized third-party payment processors in accordance with applicable security and compliance standards.
Additional details regarding data collection, use, storage, and protection are described in the Provider’s Privacy Policy, which the Client acknowledges having reviewed or having had the opportunity to review prior to entering into this Agreement.
12. INDEPENDENT CONTRACTORS
The Parties are independent contractors. Nothing herein creates a partnership, agency, or employment relationship.
13. NOTICES
All notices under this Agreement shall be in writing and shall be deemed properly given if delivered by recognized courier service, personal delivery, or electronic mail with confirmation of receipt.
Notices to the Provider shall be sent to [email protected], or to such other email address as the Provider may designate in writing from time to time.
Notices to the Client shall be sent to the email address provided by the Client at the time of account registration or as later updated in writing.
14. GENERAL PROVISIONS
Assignment. No assignment without prior written consent, except in a merger or sale of substantially all assets.
Severability. Invalid provisions shall not affect the remainder.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties.
Amendments. Amendments must be in writing and signed by both Parties.
Counterparts. This Agreement may be executed electronically and in counterparts.
15. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.
Exclusive venue shall lie in the state or federal courts located in the State of Texas, or arbitration as mutually agreed in writing.
SIGNATURES
PROVIDER
Thinking Dynamics LLC
Name: Andres Luna
Title: CEO
Date: ____________________
CLIENT
Name: ______________________________
Company Name: _____________________
Signature: ________________
Date: ________________
REFUND & CANCELLATION POLICY
Thinking Dynamics LLC
Effective Date: January 25, 2026
This Refund & Cancellation Policy (“Policy”) applies to all clients (“Client”) who purchase software licenses, implementation services, support services, or any related professional services from Thinking Dynamics LLC (“Provider”), including access to the PRISMA ERP platform.
By executing a Subscription Agreement and/or completing any payment, the Client acknowledges and agrees to be bound by this Policy.
1. NO REFUNDS – GENERAL RULE
All payments made to Thinking Dynamics LLC are strictly non-refundable.
This includes, without limitation:
License fees (monthly or annual);
Implementation fees;
Support fees;
Professional services;
Training packages;
Any other fees paid under a Subscription Agreement, Order Form, or Commercial Proposal.
The Client acknowledges that Provider incurs immediate and irreversible costs upon execution of the Agreement and receipt of payment, including but not limited to:
Allocation of implementation and consulting resources;
Project planning and execution;
System configuration and environment setup;
Operational and technical commitments;
Commercial capacity reservation.
Accordingly, no refunds, credits, reversals, or chargebacks shall be issued, regardless of:
Usage level;
Adoption success;
Internal business changes;
Personnel changes;
Strategic shifts by the Client.
2. NO TRIAL PERIOD / NO EVALUATION WINDOW
The Client expressly acknowledges that:
No trial period, evaluation window, or conditional acceptance applies after execution of the Agreement;
All questions, demonstrations, consultations, and evaluations of suitability occur prior to contract execution;
Execution of the Agreement constitutes informed acceptance of the Software and Services.
Accordingly, cancellation requests based on system expectations, usability, or perceived suitability are not valid grounds for refund or fee waiver.
3. CANCELLATION BY CLIENT – CONTRACTUAL OBLIGATIONS
3.1 One-Year (1Y) Agreements
If the Client enters into a twelve (12) month agreement:
Early termination is permitted only subject to payment of the remaining contractual balance.
If the Client elected monthly licensing: The Client remains liable for the prorated value of the remaining months in the Term.
If the Client elected annual prepaid licensing: No refunds apply for any unused portion of the prepaid term.
3.2 Three-Year (3Y) Agreements
If the Client enters into a thirty-six (36) month agreement:
The Agreement is binding for the full Term.
All annual license payments already made remain non-refundable.
Any early termination requires either: Payment of the remaining contractual obligations; or A negotiated settlement expressly agreed to in writing by the Provider, at Provider’s sole discretion.
4. IMPLEMENTATION FEES – NON-REFUNDABLE BY NATURE
Implementation fees are:
One-time fees;
Earned upon commencement of implementation activities;
Non-refundable once implementation begins.
Implementation services involve professional effort, planning, execution, and system configuration that cannot be reversed or resold.
Termination of the Agreement does not entitle the Client to any refund of implementation fees.
5. SUPPORT FEES
Support fees:
Are billed separately from license fees;
Are non-refundable once billed;
May be waived only when expressly stated as a contractual benefit (e.g., first-year support waiver under an annual prepaid license).
Cancellation of the Agreement does not retroactively reinstate waived support benefits or create refund rights.
6. INVALID CANCELLATION METHODS
The following actions do not constitute valid cancellation:
Payment disputes or chargebacks;
Blocking or cancelling a credit card;
Verbal requests;
Internal decisions without written notice;
Non-responsiveness.
Only written cancellation requests submitted in accordance with the Subscription Agreement are valid.
7. BILLING DISPUTES & CHARGEBACKS
Clients are strongly encouraged to contact Thinking Dynamics LLC directly before initiating any payment dispute.
Initiating a chargeback without first attempting resolution may result in:
Immediate suspension of access;
Formal dispute response with supporting contractual evidence;
Referral to collections or legal remedies, where applicable.
8. DATA ACCESS AFTER TERMINATION
Upon termination:
Access to the Software is suspended or terminated;
Upon written request within thirty (30) days, the Client may request a one-time data export;
After such period, data may be permanently deleted in accordance with Provider’s data retention policies.
9. POLICY UPDATES
Thinking Dynamics LLC reserves the right to update this Policy at any time. Updates will be published on the Provider’s website or communicated as required by law.
Continued use of the Services constitutes acceptance of the updated Policy.
10. CONTACT INFORMATION
For billing, cancellation, or account-related inquiries:
Thinking Dynamics LLC
San Antonio, Texas, USA
📧 [email protected]