Master Subscription & Services Agreement
Groundhog Solutions LLC — Version 1.0 · September 2026
This Master Subscription & Services Agreement ("MSA" or "Agreement") governs each Order Form entered into between Groundhog Solutions LLC, a North Carolina limited liability company ("Groundhog"), and the client identified on that Order Form ("Client"). Each Order Form is effective as of the Effective Date stated on it, is incorporated into this Agreement, and is subject to its general terms. Groundhog and Client are each a "Party" and together the "Parties."
Groundhog and Client intend for this Agreement to cover two distinct engagements: (a) Client's subscription to the Groundhog software platform, and (b) professional services Groundhog provides to Client, such as plan migration and evaluation, guided planning support, or leading the ABP build (Exhibit A). Each is governed by its own Order Form section, incorporated into and subject to this Agreement's general terms.
1. Order Forms
Each engagement between the Parties will be documented in a written Order Form (Section A for Software, Section B for Services) specifying scope, fees, and term. In the event of a conflict between this Agreement and an Order Form, the Order Form controls for that engagement only.
2. Software Subscription
2.1 Access and License
Subject to payment of all applicable fees, Groundhog grants Client a non-exclusive, non-transferable right to access and use the Groundhog platform during the Subscription Term, solely for Client's internal business purposes and solely by Authorized Users.
2.2 Subscription Tier and Fees
Tier, pricing, and any discount terms (including Founding Partner pricing, if applicable) are set out in the Software Order Form. Fees are billed in advance on the cadence stated in the Order Form and are non-refundable except as expressly stated in this Agreement.
2.3 Users and Data
Client is responsible for its Authorized Users' compliance with this Agreement. Client retains all right, title, and interest in the data it or its partners input into the platform ("Client Data"), including data sourced from third-party depletion or reporting platforms (e.g., VIP/iDIG). Groundhog will not use Client Data for any purpose other than providing and improving the platform, and will not disclose Client Data to other customers or third parties without Client's consent, except as required by law.
2.4 Platform IP
Groundhog retains all right, title, and interest in the Groundhog platform, its underlying methodology (the "Groundhog Method"), and all improvements, regardless of feedback or suggestions provided by Client. No rights are granted except as expressly stated in this Agreement.
3. Professional Services
3.1 Scope
Groundhog will perform the services described in the Services Order Form ("Services"). Service tiers and their included work are described in Exhibit A (Service Tiers); work excluded from every tier is listed in Exhibit B (Excluded Services), both incorporated into this Agreement. Any work requested by Client outside the scope of Client's service tier requires a written change order signed by both Parties before Groundhog is obligated to perform it. If a service is not listed in the Included section of Client's tier, it is not included.
3.1a Change Control
Client may (a) purchase additional partner plans at the rates stated in Exhibit A, or (b) upgrade to a deeper service tier mid-term, paying the prorated difference with no penalty. Groundhog does not perform work listed in Exhibit B at any price under this Agreement; genuinely custom work outside Exhibit A and Exhibit B may be quoted as a standalone project at Groundhog's discretion. No scope change is effective unless confirmed in writing.
3.2 Service Fees
Services are flat-fee annual engagements at the tier and fee stated in the Services Order Form, prepaid in full at signature. Groundhog does not bill Services hourly and does not publish an hourly rate. Additional partner plans and mid-term tier upgrades are priced per Exhibit A.
3.3 Client Cooperation
Client will provide: (a) access to depletion data (VIP, Encompass, or distributor reports) within ten (10) business days of kickoff, refreshed monthly; (b) one named point of contact with decision authority; (c) Client's prior-year plan or ABP materials in whatever form exists; (d) a partner contact list with names and roles; and (e) attendance at scheduled sessions — two consecutive missed sessions forfeit that session. Deliverables dependent on an obligation Client has not met are not Groundhog's obligation until it is met, and resulting delays extend timelines without penalty to Groundhog.
3.4 Deliverables and IP
Unless otherwise stated in the Services Order Form, any custom tooling, models, or analysis built specifically for Client under this Section 3 ("Deliverables") are licensed to Client for its internal use. Groundhog retains ownership of any underlying frameworks, code, or methodology it reuses across clients, including any generalized version of tooling built for Client (e.g., a forecasting/inventory model later adapted for other customers). All tooling, prompts, agents, templates, and methodology used to perform the Services remain Groundhog property; Client receives the output of the Services, not the underlying engine.
4. Fees and Payment
Client will pay all fees stated in the applicable Order Form within thirty (30) days of invoice. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Groundhog may suspend access to the platform or pause Services for accounts more than thirty (30) days past due, upon written notice.
5. Term, Renewal, and Termination
5.1 Term
The initial term of each Order Form is stated in that Order Form. Absent a stated multi-year lock-in, the Software Subscription renews automatically for successive one (1) year terms unless either Party gives at least sixty (60) days' written notice of non-renewal before the end of the then-current term.
5.2 Termination for Cause
Either Party may terminate this Agreement or any Order Form if the other Party materially breaches this Agreement and fails to cure within thirty (30) days of written notice.
5.3 Effect of Termination
Upon termination, Client's right to access the platform ends, and Client will pay all fees accrued through the effective date of termination. Groundhog will make Client Data available for export for thirty (30) days following termination.
6. Confidentiality
Each Party will protect the other's non-public business, technical, and financial information ("Confidential Information") with the same care it uses for its own confidential information, and will not disclose it to third parties except to employees, contractors, or advisors with a need to know and under confidentiality obligations at least as protective as this Section. This obligation survives termination of this Agreement for five (5) years, and indefinitely for trade secrets.
7. Indemnification
Each Party will indemnify, defend, and hold the other harmless from third-party claims, damages, and reasonable attorneys' fees arising out of: (a) as to Groundhog, an allegation that the Groundhog platform, as provided and used in accordance with this Agreement, infringes a third party's U.S. patent, copyright, or trademark; and (b) as to Client, Client's misuse of the platform or breach of Section 6 (Confidentiality). The indemnified Party must give prompt written notice of the claim and reasonably cooperate; the indemnifying Party controls the defense and settlement. This Section states each Party's sole indemnification obligations under this Agreement and is subject to the cap in Section 9 (Limitation of Liability).
8. Warranties and Disclaimer
Each Party represents it has full authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS," AND GROUNDHOG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. General Provisions
10.1 Governing Law
This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws principles.
10.2 Assignment
Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
10.3 Entire Agreement
This Agreement, together with all Order Forms, is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements on that subject.
10.4 Amendment
This Agreement may only be amended by a written document signed by both Parties.
Exhibit A — Service Tiers
Three service levels. Basecamp Support helps Client use the tool; Guided Planning supports Client's plan; Sherpa Guide builds Client's plan. Client's tier and fee are stated on the Order Form.
A-1. Basecamp Support (included with every subscription)
Platform support: onboarding assistance, help with questions about using Groundhog, and troubleshooting of technical issues. Includes an onboarding session and setup assistance; training resources, how-to guides, and the glossary; support when questions come up about using the platform; and technical issue resolution. Response within three (3) business days, async by email and in-app.
Not included: building or evaluating Client's plan, attending Client's meetings, custom reports, data cleanup, or scheduled call support.
A-2. Guided Planning
Groundhog supports Client's planning work inside the platform; Client's team owns the plan. Includes: migrating existing plans built outside the tool into Groundhog; structuring those plans against the five pillars; plan evaluation and written recommendations on Priorities, Distribution, and Growth; a quarterly review call; and a mid-year re-evaluation with updated recommendations. Covers up to five (5) partner plans. Response within two (2) business days.
Not included: building the plan from scratch, gathering Client's brand data, or coaching wholesaler presentations (see Sherpa Guide).
A-3. Sherpa Guide
Groundhog leads the ABP build. Includes: gathering information on Client's brands; working through Client's depletion and performance data; building the plan in Groundhog; coaching Client through the presentation to its wholesalers; evaluating pacing to plan throughout the year with recommendations; a monthly pacing report; and a quarterly review call. Covers up to five (5) partner plans. Response within one (1) business day, with a named engagement lead.
Not included: attending or running Client's wholesaler meetings. Groundhog prepares Client to run them.
A-4. Partner Plans and Additional Plans
Partner plans are distinct from partner workspaces: the subscription tier governs how many workspaces Client may create; the service tier governs how many plans Groundhog works on. Additional plans beyond five (5), up to a maximum of eight (8): $1,500 each per year under Guided Planning, $2,500 each per year under Sherpa Guide, charged in full regardless of when in the term the plan is added; plans added in the final ninety (90) days of a term roll into the next term. Engagements beyond eight (8) plans are quoted as custom.
A-5. Services Term and Billing
Services are annual, flat-fee engagements, prepaid in full at signature, with no mid-term termination or refund. Non-renewal requires thirty (30) days' written notice. An active platform subscription is a separate required line item for the full services term. Renewals are quoted at then-current rates.
Exhibit B — Excluded Services
The following are not included at any service tier and are not available as paid additions under this Agreement. If a service is not listed in the Included section of Client's tier, assume it is not included.
Pricing and trade spend: price posts and state filings, depletion allowance setup or reconciliation, bill-backs, chargebacks, claims, invoice or AR disputes, trade spend accrual or true-up.
Distributor and account operations: new item setup or item codes, product registration, label approval, COLA filings, order management, inventory or supply planning, chain authorizations, category review paperwork, retail audits or surveys.
Sales team: managing, coaching, or reviewing Client's sales team, setting quotas or incentive compensation, ride-alongs, market work, in-market execution, recruiting.
Data and systems: administering Client's CRM, ERP, or accounting system, reporting built outside the Groundhog plan structure, cleaning or correcting data in Client's source systems, integrations or API work, ad hoc data pulls outside the agreed cadence.
Commercial and legal: negotiating with Client's distributors on Client's behalf, signing or committing spend on Client's behalf, legal or regulatory advice, brand strategy, creative, or marketing execution.
Acceptance of this Agreement is by execution of an Order Form referencing it. See the signed Order Form for engagement-specific scope, fees, and term.