Plain-English Summary: SOFTWARE SUBSCRIPTION AGREEMENT
This is a plain-English summary for general understanding only. It is not legal advice, does not tell you whether to sign, and may miss nuances in the original wording. The contract text itself controls. Have a qualified lawyer review it before you rely on it or sign.
The Deal in 60 Seconds
This agreement is between SlotWise Inc. ("Provider"), a Delaware company, and Brightleaf Bakery LLC ("Customer," which is you). SlotWise gives you access to its online booking platform, and you pay "$189 per month, billed annually in advance" (Section 3.1). That works out to $2,268 for each 12-month term. The first term is 12 months starting March 1, 2025 (Sections 4.1 and the opening paragraph). After that it renews automatically for another 12 months each year, unless either side gives written notice at least 60 days before the term ends (Section 4.2). Otherwise it can only end early if one side seriously breaks the contract and doesn't fix it within 30 days (Section 4.3).
Key Terms at a Glance
| Topic | What the contract says | Section |
|---|---|---|
| Parties | SlotWise Inc. (Provider) and Brightleaf Bakery LLC (Customer) | Opening paragraph |
| Effective date | March 1, 2025 | Opening paragraph |
| Term/length | 12 months from the Effective Date | 4.1 |
| Renewal | Renews automatically for 12-month terms unless either party gives written non-renewal notice at least 60 days before the current term ends | 4.2 |
| Price/fees | $189 per month | 3.1 |
| Payment timing | Billed annually in advance. Invoices due within 15 days. | 3.1, 3.2 |
| Termination | Either party may end it for a "material breach" (a serious violation) not fixed within 30 days of written notice | 4.3 |
| Notice method | Email to "legal@[PROVIDER EMAIL]" (left blank) or the address on the Order Form (not provided) | 9.3 |
| Liability limits | Each party's total liability is capped at fees paid in the 12 months before the claim. Your payment obligations are not capped. No liability for lost profits or indirect damages. | 7 |
| Indemnity | You cover SlotWise against certain third-party claims. SlotWise has no matching duty to you. | 8 |
| Confidentiality | Each party protects the other's Confidential Information with "reasonable care" for 3 years after termination | 6 |
| IP/ownership | You own Customer Data. Ownership of the software itself is not addressed in the text provided. | 5 |
| Data | SlotWise may use your data to run the Service. It may also use it in "aggregated and anonymized" form (combined with other data and stripped of identifying details) to improve its products. You can export it for 30 days after termination. | 5, 4.4 |
| Non-compete/non-solicit | Not addressed in the text provided | — |
| Governing law | Delaware law | 9.1 |
| Disputes | Binding arbitration in Wilmington, Delaware | 9.2 |
Section-by-Section Summary
Opening paragraph (Parties and Effective Date)
- The contract starts on March 1, 2025.
- SlotWise Inc. is described as a Delaware corporation. Brightleaf Bakery LLC's state is not listed.
Section 1 – Definitions
- "Service" means SlotWise's online booking platform.
- "Customer Data" means data you upload to the Service.
- "Subscription Term" is the time period set out in Section 4.
Section 2 – Service
- SlotWise will make the platform available to you during the Subscription Term.
- How well it must work (uptime, support, and so on) is set by a separate Service Level Policy at slotwise.com/sla. That policy was not included in the text.
- SlotWise "may update [that policy] from time to time." The contract does not say you must be told or must agree.
Section 3 – Fees
- 3.1: You pay $189 per month, but you are billed for the whole year up front.
- 3.2: Each invoice is due within 15 days. Late amounts build up interest at 1.5% per month.
- 3.3: SlotWise can raise the price at any renewal by giving you 30 days' written notice. No limit on the size of the increase is stated.
Section 4 – Term and Termination
- 4.1: The first term lasts 12 months from March 1, 2025.
- 4.2: The contract renews on its own every 12 months. To stop this, either side must send written notice at least 60 days before the current term ends.
- 4.3: Either side can end the contract if the other commits a "material breach" (a serious failure to follow the contract) and doesn't fix it within 30 days of written notice.
- 4.4: After termination, you have 30 days to export your Customer Data. After that, SlotWise "may delete it."
Section 5 – Customer Data
- You own your Customer Data.
- You give SlotWise a "license" (permission) to use it to provide the Service.
- You also allow SlotWise to use it "in aggregated and anonymized form" to improve its products.
- The section does not say whether this permission ends when the contract ends.
Section 6 – Confidentiality
- Each side must protect the other's Confidential Information using "reasonable care."
- This duty lasts for 3 years after termination.
- "Confidential Information" is capitalized but not defined anywhere in the text.
Section 7 – Limitation of Liability
- If something goes wrong, the most either side can owe the other is the total fees paid in the 12 months before the claim.
- That cap does not apply to your duty to pay fees.
- Neither side is responsible for "lost profits or indirect damages." Indirect damages generally means knock-on losses, as opposed to the direct cost of the problem itself.
Section 8 – Indemnity
- To "indemnify" means to cover the other side's costs or losses from a claim.
- You must cover SlotWise if an outside party makes a claim that comes from (a) your Customer Data, or (b) your use of the Service in a way that breaks the contract.
- SlotWise does not promise to cover you for anything in this text.
Section 9 – General
- 9.1: Delaware law governs the contrac