Subscription Agreement

Riddle, LLC · Maryland limited liability company · SDAT Department ID W27515154 · 7608 Genevieve Blvd, Laurel, MD 20723 · billing@riddledevs.com

1. Parties; incorporation; which document wins

This Subscription Agreement (“Agreement”) is between Riddle, LLC (“Riddle,” “we”) and the business or professional that accepts it (“Customer,” “you”). Capitalized terms not defined here have the meaning in the Terms of Service.

You accept this Agreement by checking the unchecked acceptance box on the subscribe page (or a signed order) and completing Stripe Checkout. That clickwrap is an electronic signature under the Maryland UETA and federal ESIGN. We will log timestamp, IP, email, plan cadence, and document versions.

The documents form one contract, in this order if they conflict: (1) a signed order; (2) this Agreement on fees, trial, taxes, renewal, cancellation, refunds, and Stripe/Entra billing lifecycle; (3) the Terms of Service; (4) the Privacy Policy. A later Data Processing Addendum, if signed, controls processing of Customer Data to the extent of conflict with the Privacy Policy.

2. Offer summary — read this before you give a card

This Section 2 is the clear and conspicuous disclosure of material negative-option terms. It is intended to appear in visual proximity to the acceptance box on riddledevs.com/subscribe, before Stripe collects a payment method, as required by the Restore Online Shoppers’ Confidence Act, 15 U.S.C. § 8403, and Md. Code, Com. Law § 14-1329. By completing Checkout you expressly consent to these terms and to recurring charges on the saved payment method until you cancel.

• Product: Riddle CRM, one Tenant, one Authorized User at MVP, hosted software, commercial use in the United States only.
• Trial: fourteen (14) consecutive days starting when Stripe reports checkout.session.completed. Subscription price during the trial is $0. You will not be charged a subscription fee if you cancel before the trial ends. We still collect and Stripe stores a payment method at Checkout so the trial can convert without a second form.
• Monthly plan — price after trial: first paid month $250.00 USD (50% off the $500.00 monthly list price), billed when the trial ends. Then $500.00 USD per month, billed in advance, until you cancel. The $250 promotional price is a one-time (“once”) discount; it does not repeat.
• Yearly plan — price after trial: $5,000.00 USD per year, billed in advance when the trial ends, then $5,000.00 USD each year until you cancel. The $250 first-month promotion is a monthly-plan feature and is not applied a second time on top of the yearly price. (Yearly is already $1,000 less than twelve times $500.)
• Taxes: plus applicable sales, use, or similar tax (see Section 12). Maryland currently taxes qualifying commercial SaaS at a reduced 3% “tech tax” and consumer digital products at 6%, subject to the Comptroller’s guidance. Amounts shown above are exclusive of tax.
• Automatic renewal: yes. After the trial and any promotional first month, the subscription renews at the cadence you selected (month or year) at the then-current list price plus tax, unless you cancel before the renewal date.
• How to cancel (online, no phone call required): Stripe customer portal (link emailed after Checkout and available in billing settings), or email billing@riddledevs.com from the billing address. Cancellation is at least as easy as signup and uses the same medium (internet). We will not require you to call, chat with a bot, or complete a retention questionnaire to cancel. Cancel at least one (1) day before the renewal charge to avoid the next invoice. Cancellation takes effect at the end of the then-current paid term; you keep access until that date.
• Reminders: we will email the billing contact before the trial converts, and, for yearly plans, not less than 15 days and not more than 45 days before each annual renewal, with the price, date, and a cancel link (Section 9).
• “Risk-free”: means no subscription charge if you cancel during the 14-day trial, and a refund if we fail to provision your account after a successful Checkout and do not cure within five business days (Section 16). It does not mean a refund of later paid invoices, and it does not mean we skip collecting a card.

3. What you are buying

Riddle CRM is the first commercial Module: Client and Property Journeys (buying, selling, leasing) and the then-enabled workspace (Daily Brief, Prospecting, Relationships, Communications, Contacts, Property, Vendors, Work Orders, Forecasts, Documents). Delegations is a Beta Feature until generally available and is not a separate SKU. The license is in the Terms. This Agreement does not sell software, MLS access, brokerage services, or legal advice.

Later Modules (including Riddle Inventory) are separate charges unless an order bundles them. Shared infrastructure is not shared Customer Data.

MVP: one Authorized User who is the Administrator. Credential sharing is a material breach under the Terms. Additional seats, when offered, are billed as line items under Section 14.

4. Checkout; payment method; consent

Checkout is processed by Stripe, Inc. You authorize Stripe to store your payment method and to charge it for (a) the trial-conversion invoice, (b) each renewal invoice, (c) taxes Stripe is configured to collect, and (d) any seat add-ons you order. Riddle does not store full card PAN or CVV.

You represent that you are authorized to use the payment method, that use is commercial, that you are at least 18 and located in the United States, and that the email you enter is an address you control. That email is the provisioning and billing contact until you change it.

The acceptance box must be unchecked when the page loads. Completing Checkout without checking it is not acceptance; our systems should reject that path. If a technical error lets a session complete without a logged acceptance, notify billing@riddledevs.com; we may void the session or obtain a replacement consent before enabling the Tenant.

5. Trial

The trial begins on successful checkout.session.completed and runs fourteen (14) days. During the trial you receive the then-current Riddle CRM feature set for one Authorized User, subject to the Terms (including acceptable use). There is no subscription charge if you cancel before 23:59:59 UTC on the last trial day, or before Stripe generates the conversion invoice, whichever Stripe’s clock uses; we will treat a cancel request received before the conversion charge as timely.

We may email a trial-end reminder (Stripe customer.subscription.trial_will_end). Maryland’s statutory pre-conversion notice window applies to free trials lasting more than 14 days. Our trial is 14 days, so that window may not be mandatory; we send a reminder anyway as a commercial practice. If you do not cancel, the payment method is charged the amount in Section 2 for the cadence you selected.

Riddle may refuse, shorten, or limit trials to prevent abuse (multiple emails, already-used cards, or prior Tenants). A Customer who already completed a Riddle CRM trial is not entitled to a second trial without our written consent.

6. Recurring fees after the trial

Monthly. First paid invoice: $250.00 for one month. Each invoice after that: $500.00 per month, in advance, until canceled. The 50% discount is implemented as a Stripe coupon or schedule with duration “once.”

Yearly. First paid invoice and each annual renewal: $5,000.00 for twelve months, in advance, until canceled. No additional $250 off. Unused time is not prorated on voluntary cancellation (Section 16).

You may switch cadence (month ↔ year) only as Stripe and in-product billing then allow; a switch may start a new term at the then-current list price and may forfeit an unused promotional balance.

All fees are USD. List prices in this Agreement are launch prices. Live Stripe Price IDs control the charge; if a Price ID and this Agreement ever differ, we will honor the lower of the two for that invoice and correct the catalog.

7. Automatic renewal

This is a negative-option / automatic-renewal subscription. Silence (failure to cancel) is treated as consent to the next charge. Maryland § 14-1329 defines “automatic renewal” as a paid subscription that renews at the end of a definite term of more than one month. Yearly plans are in that definition. Monthly plans of one month may fall outside that Maryland definition; we still treat them as automatic renewals for ROSCA, MCPA, and this Agreement, and we still provide online cancel as easy as signup.

Renewal is for a successive term of the same length, at the list price then in effect plus tax, unless you cancel under Section 8 or we have given a price-change notice under Section 10 that you rejected by canceling.

8. Cancellation (click-to-cancel)

You may cancel at any time, for any reason, by:

1. the Stripe customer portal (prominent billing link in account settings and in post-checkout email); or
2. an email to billing@riddledevs.com from the billing contact, stating that you want to cancel (no extra form required).

We will process an authenticated portal cancel immediately as “cancel at period end” (you keep access through the paid-through date; no further renewals). We will process a valid email cancel within one business day the same way. We will not require a phone call, a live or virtual representative, or a “tell us why” survey as a condition of cancel. If the portal is unavailable, email is enough.

Cancel at least one day before the scheduled charge. If a renewal invoice has already finalized and been paid, that term is not refunded (Section 16). Canceling the subscription is not the same as deleting Customer Data; retention follows Terms § 13 and Privacy Policy § 13 (30-day export, backups ≤ 90 days).

We may cancel for cause as the Terms allow (non-payment, material breach, abuse, legal risk). For-cause cancel for non-payment follows Section 13.

9. Reminders required by automatic-renewal law

Riddle will send clear, conspicuous email notice to the billing contact that includes: that the plan will renew unless canceled; duration and price (or how price will change); methods to cancel; a link or other reasonably accessible electronic path to cancel; and contact information for Riddle.

Yearly plans (initial term of at least one year): notice not less than 15 days and not more than 45 days before the renewal charge, matching Md. Code, Com. Law § 14-1329.

Trial conversion: a reminder before the first paid charge. Stripe’s trial_will_end event is the operational trigger.

Monthly renewals: Stripe’s upcoming-invoice email or an equivalent notice. Even if Maryland’s “more than one month” definition does not cover a one-month term, we will not hide the next charge.

Failure of email (spam, full mailbox, stale address) does not void a charge if we sent the notice to the address on the Stripe customer record. Keep that address current.

10. Price changes

We may change list prices on at least thirty (30) days’ notice to the billing email. The new price applies on the next renewal after the notice period, not mid-term. If you do not agree, cancel before that renewal. Promotional coupons do not vest. We will not increase the $250 first-month promotional price for a Customer already in that promotional month.

11. Taxes

Fees are exclusive of taxes. Customer is responsible for sales, use, value-added, and similar taxes, other than taxes on Riddle’s net income. If we enable Stripe Tax, Stripe will calculate and collect tax on invoices based on the billing address and product tax code we configure. Customer is responsible for taxes Stripe does not collect, including self-assessment where the law requires.

Maryland, where Riddle is organized, taxes many SaaS transactions: generally 3% for qualifying commercial / enterprise use and 6% for consumer digital products, plus any local rate the Comptroller then applies. This Agreement is offered for commercial use. Whether we must collect on a given invoice depends on nexus and the Comptroller’s guidance. Until collection is configured, invoices may show $0 tax and Customer remains liable if tax was due.

12. Invoices; failed payment; disable

Stripe issues invoices. You agree that invoices and receipts may be electronic. If a charge fails, Stripe’s dunning (retries) runs. During dunning, access may continue through the already-paid period. If dunning exhausts or the subscription is marked unpaid or canceled for non-payment, Riddle will disable interactive access at the end of the last paid period (or immediately if Stripe reports the subscription deleted with no remaining paid time).

Re-enable: a later invoice.paid or customer.subscription.resumed event re-enables the existing Entra account when possible, so you are not forced through a second signup. Customer Data remains subject to the 30-day / 90-day clocks in the Terms if the Tenant stays disabled.

Chargebacks and payment disputes may result in immediate disable pending resolution. You will cooperate in Stripe’s dispute process. A chargeback for a fee you authorized is a material breach.

13. Stripe events and Entra lifecycle

Riddle’s systems subscribe to at least these eight Stripe events and map them as follows. Mapping may be refined for reliability so long as the customer-facing result (provision, disable, re-enable) does not become less protective than this table.

• checkout.session.completed — capture email, Stripe customer id, subscription id, cadence, document versions; start Entra provision; start trial.
• customer.subscription.created — confirm trial or paid status; enable sign-in when provision succeeds.
• customer.subscription.updated — honor plan changes, cancel-at-period-end, pause collections, and status transitions.
• customer.subscription.deleted — disable the Entra account at term end or on immediate cancel.
• customer.subscription.paused — disable interactive access while paused.
• customer.subscription.resumed — re-enable the Entra account.
• invoice.paid — keep the account enabled; clear past-due locks; attach the paid invoice to the Tenant record.
• invoice.payment_failed — warn the billing email; after Stripe dunning exhausts, disable per Section 12.

We may also consume customer.subscription.trial_will_end and invoice upcoming-events for Section 9 notices. Disable is reversible on a later successful payment event.

14. Seats and later Modules

Launch price is a Tenant subscription for one Authorized User. When Delegations or extra seats are generally available, each additional Authorized User is a separately billed line item at the then-published seat price, or included if an order says so. Extra seats receive only the RBAC the Administrator grants. Purchase of seats is not purchase of another Module. Riddle Inventory and other Modules are offered under this Agreement only if Checkout or an order identifies them.

15. Service; no SLA

Riddle will use commercially reasonable efforts to provide the Platform. This Agreement does not include an uptime percentage or service credits and does not pass through Microsoft Azure credits. Beta Features are AS IS. Exclusive remedy for unavailability is to cancel under Section 8. Support is via the addresses we publish, during reasonable business hours Eastern Time.

16. Refunds

After the trial, paid invoices are non-refundable and yearly terms are not prorated on voluntary cancel, except:

• where Maryland or federal law requires a refund;
• where Riddle fails to provision an Entra account after checkout.session.completed and does not cure within five (5) business days after written notice to billing@ or legal@ — in that case we refund amounts actually captured for that session and the Agreement ends;
• where we charge more than Section 2 / the live Price ID allowed, in which case we refund or credit the difference;
• where Riddle elects a goodwill credit, which is not a waiver.

The trial is the risk-free mechanism. Do not describe the paid subscription as “risk-free” in sales emails; this Agreement controls.

17. Customer Data after the term

Customer Data remains the Customer’s. Riddle’s use is only as the Terms and Privacy Policy allow (service, security, debug, telemetry; no sale; no default AI training). On disable or termination: access ends at the close of the last paid period; 30 days to export or resubscribe; backups roll off in not more than 90 days; then deletion or de-identification except legal holds and tax records. Disabled Entra accounts may remain disabled rather than deleted so a later payment can re-enable them.

18. Changes to this Agreement

We may update this Agreement by posting a new version and, for a material adverse change to fees, renewal, or cancellation mechanics, emailing the billing contact at least thirty (30) days before it applies to a renewal. If you do not agree, cancel before that date. Changes required by law (including § 14-1329, ROSCA, or tax) may take effect on shorter notice. Continued use after the effective date is acceptance as to the next term.

19. Disputes; governing law

Maryland law governs, without conflicts rules. Informal 30-day written dispute process, exclusive venue in the state courts sitting in Howard County, Maryland, or the U.S. District Court for the District of Maryland, jury-trial waiver, and class waiver, all as stated in Terms § 21, apply to this Agreement. This Agreement does not shorten a non-waivable Maryland limitations period.

20. Miscellaneous

Entire agreement on the commercial subjects listed in Section 1. Assignment, force majeure, severability, waiver, notices, and independent-contractor terms follow the Terms. Notices under this Agreement to Riddle: billing@riddledevs.com and, if formal, Riddle, LLC, 7608 Genevieve Blvd, Laurel, MD 20723. Notices to Customer: the Stripe billing email. If a provision of this Agreement is held unenforceable as to a sole proprietor who a court treats as a “consumer,” the remainder still applies, and we will still provide the cancel mechanism in Section 8.

21. Contact

Billing and cancel: billing@riddledevs.com · Legal: legal@riddledevs.com · Privacy: privacy@riddledevs.com · Riddle, LLC · 7608 Genevieve Blvd, Laurel, MD 20723 · Attn: Billing / Resident Agent

Do not send Social Security numbers or wire instructions to these mailboxes.