Software License and Subscription Terms

These terms govern the license and provision of the Groundwork platform by Groundwork for AI LLC, a Texas limited liability company (“Groundwork”), to the customer identified in an Order Form (“Customer”). By executing an Order Form that references these terms, Customer agrees to them. These terms take effect on the effective date of the first Order Form between the parties.

1. STRUCTURE AND PRECEDENCE#

1.1 Agreement. The agreement between the parties consists of these terms, each Order Form, and the schedules and policies expressly incorporated by them (together, the “Agreement”).#

1.2 Precedence. In the event of conflict, an Order Form controls over these terms only where it expressly identifies, by number, the Section of these terms that it varies. A term in an Order Form that does not identify the Section it varies has no effect to the extent it conflicts with these terms. In the event of conflict between these terms and a schedule, these terms control unless the schedule expressly states otherwise.#

1.3 Version. The version of these terms in effect on the effective date of an Order Form applies for that Order Form’s initial Subscription Term. For each renewal term, the version in effect on the first day of that renewal term applies, provided that Groundwork has given Customer not less than sixty (60) days’ written notice before the start of the renewal term of any amendment that materially and adversely affects Customer. Where such notice is not given, the version applicable to the immediately preceding term continues to apply. If Customer objects to an amendment, Customer may elect not to renew. Each version is published at a permanent address with its effective dates.#

1.4 No other terms. No purchase order, vendor portal terms, or other Customer document has any effect, whether or not acknowledged by Groundwork, except an Order Form executed by both parties.#

2. DEFINITIONS#

3. LICENSE AND PROVISION#

3.1 Grant. Subject to the Agreement and to payment of all fees due, Groundwork grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform, through Authorized Users, for Customer’s internal business purposes and within the scope stated in the Order Form.#

3.2 Scope. The Order Form states the licensed scope, which may include the number of surfaces, sites, environments or Authorized Users. Use beyond the licensed scope requires an additional or amended Order Form.#

3.3 Affiliates and delivery partners. Customer may permit its Affiliates and its contractors and delivery partners to access the Platform as Authorized Users solely for Customer’s benefit and within the licensed scope. Customer remains responsible for their compliance with the Agreement, and any act or omission by them that would breach the Agreement if done by Customer is a breach by Customer.#

3.4 Provision. Groundwork provides the Platform as a hosted service. Support and service levels are as stated in the Support and Service Level Schedule referenced in the Order Form.#

3.5 Changes to the Platform. Groundwork may modify the Platform provided that no modification during a Subscription Term materially reduces the core functionality licensed under an active Order Form. Groundwork will give reasonable advance notice of any modification that requires action by Customer.#

4. RESTRICTIONS#

4.1 Customer shall not, and shall not permit any person to:#

5. CUSTOMER RESPONSIBILITIES AND CUSTOMER DATA#

5.1 Accounts. Customer is responsible for the accuracy of its account information, for the acts and omissions of its Authorized Users, and for maintaining the confidentiality of credentials. Customer shall promptly notify Groundwork of any unauthorized access.#

5.2 Customer Data. As between the parties, Customer owns all right, title and interest in Customer Data. Customer grants Groundwork a non-exclusive right to access, process, transmit and display Customer Data solely to provide the Platform, to support it, and to perform Groundwork’s obligations under the Agreement.#

5.3 Customer Configurations. As between the parties, Customer owns Customer Configurations, subject to Groundwork’s retained rights in the Platform and Platform Improvements. Customer grants Groundwork a right to use Customer Configurations solely to provide and support the Platform.#

5.4 Data protection. Customer is the controller and Groundwork is the processor in respect of any personal data contained in Customer Data. Processing is governed by the Data Processing Addendum referenced in the Order Form, which forms part of the Agreement.#

5.5 Responsibility for source data. Customer is responsible for the accuracy, quality, legality and provenance of Customer Data and of the systems from which it originates, and for the correctness of the definitions, thresholds and rules it approves. Groundwork is responsible for processing Customer Data in accordance with those approved definitions and for signaling when it cannot do so.#

5.6 Not a control system. The Platform is an observation and governance system. It does not control, actuate or write back to any operational, safety or industrial control system, and Customer shall not rely on it as a safety instrumented system, an alarm system, or a substitute for any control, protection or regulatory system.#

6. FEES, TAXES AND PAYMENT#

6.1 Fees. Customer shall pay the fees stated in the Order Form. Fees are non-refundable except as expressly provided in the Agreement, and are based on subscriptions purchased rather than actual use.#

6.2 Invoicing and payment. Groundwork invoices as stated in the Order Form. Undisputed invoices are payable within thirty (30) days of receipt. Amounts not paid when due bear interest at 1.0% per month or the maximum rate permitted by law, whichever is less.#

6.3 Taxes. Fees are exclusive of sales, use, excise, gross receipts, value added and similar transaction taxes, which are Customer’s responsibility and are separately stated. Each party is responsible for taxes based on its own net income.#

6.4 Renewal pricing. Unless the Order Form states otherwise, fees for a renewal term may increase by no more than 5% over the immediately preceding term for identical services.#

7. TERM, SUSPENSION AND TERMINATION#

7.1 Term. The Agreement begins on the effective date of the first Order Form and continues while any Order Form is in effect. Each Order Form runs for its stated Subscription Term and renews as stated in it.#

7.2 Termination for cause. Either party may terminate the Agreement or an affected Order Form on written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately on the other party’s insolvency, assignment for the benefit of creditors, or appointment of a receiver.#

7.3 Suspension. Groundwork may suspend access on notice where Customer’s use presents a material security risk, violates the Acceptable Use Policy, or where undisputed fees remain unpaid more than thirty (30) days after written notice of non-payment. Groundwork will limit any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved.#

7.4 Effect of termination. On expiry or termination, Customer’s license ends and Customer shall cease use of the Platform. Groundwork shall make Customer Data and Customer Configurations available for export in a commercially reasonable format for thirty (30) days after termination, after which Groundwork may delete them. Termination by Customer for Groundwork’s uncured material breach entitles Customer to a pro-rata refund of prepaid fees for the unexpired term; no other termination gives rise to a refund.#

7.5 Survival. Sections 4, 5.2, 5.3, 8, 9, 10, 11, 12 and 13, and any accrued payment obligation, survive expiry or termination.#

8. INTELLECTUAL PROPERTY#

8.1 Ownership. Groundwork and its licensors own all right, title and interest in the Platform and all Platform Improvements. Except for the license expressly granted in Section 3, no right in the Platform is granted, whether by implication, estoppel or otherwise.#

8.2 Platform Improvements. All Platform Improvements vest in Groundwork upon creation, regardless of who created them or which party funded the time that produced them. Customer hereby assigns to Groundwork all right, title and interest it may acquire in any Platform Improvement. For the avoidance of doubt, this Section does not affect Customer’s ownership of Customer Data or Customer Configurations.#

8.3 Feedback. Any suggestion, recommendation, defect report or other feedback provided by Customer or its Authorized Users regarding the Platform is provided without restriction, and Groundwork may use and incorporate it freely without obligation of attribution, compensation or confidentiality. No such use grants Customer any interest in the Platform.#

8.4 Usage data. Groundwork may collect and use technical and operational data regarding the configuration, performance and use of the Platform to operate, support, secure and improve it, provided that such data is used only in aggregated or de-identified form, does not identify Customer or any individual, and does not disclose Customer Data.#

9. CONFIDENTIALITY#

9.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. The Platform, its internals, and Groundwork’s pricing are Groundwork’s Confidential Information.#

9.2 Exclusions. Confidential Information excludes information that is or becomes public other than through the Receiving Party’s breach, was rightfully known to the Receiving Party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of or reference to the Confidential Information.#

9.3 Obligations. The Receiving Party shall use Confidential Information solely to perform under the Agreement, shall protect it with at least reasonable care, and may disclose it only to its personnel and advisors who need to know it and are bound by confidentiality obligations no less protective than these.#

9.4 Compelled disclosure. The Receiving Party may disclose Confidential Information where required by law or valid legal process, provided that, to the extent legally permitted, it gives prompt notice, discloses only the portion required, and uses reasonable efforts to obtain confidential treatment.#

9.5 Term. These obligations continue for five (5) years after termination, and for so long as the information remains a trade secret in the case of trade secrets.#

10. WARRANTIES AND DISCLAIMERS#

10.1 Mutual. Each party warrants that it has authority to enter the Agreement and that its performance will comply with applicable law.#

10.2 Platform warranty. Groundwork warrants that during the Subscription Term the Platform will perform materially in accordance with the Documentation. Customer’s sole remedy, and Groundwork’s sole obligation, for breach of this warranty is for Groundwork to use commercially reasonable efforts to correct the non-conformity, and if it fails to do so within a reasonable period, for Customer to terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unexpired term.#

10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE PLATFORM IS PROVIDED “AS IS”, AND GROUNDWORK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GROUNDWORK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT IT WILL DETECT OR CORRECTLY CHARACTERIZE EVERY CONDITION IN CUSTOMER DATA. CUSTOMER ACKNOWLEDGES THAT THE ACCURACY OF ANY FIGURE DISPLAYED DEPENDS ON THE ACCURACY OF CUSTOMER DATA AND OF THE DEFINITIONS CUSTOMER APPROVES.#

11. INDEMNIFICATION#

11.1 By Groundwork. Groundwork shall defend Customer against any third-party claim alleging that the Platform, as provided by Groundwork and used within the Agreement, infringes or misappropriates that third party’s intellectual property rights, and shall pay damages finally awarded or amounts agreed in settlement. If the Platform becomes, or in Groundwork’s reasonable opinion is likely to become, the subject of such a claim, Groundwork may at its option and expense procure the right to continue use, modify or replace the affected element so that it becomes non-infringing while remaining materially equivalent in function, or on notice terminate the affected Order Form and refund a pro-rata portion of prepaid fees for the unexpired term.#

11.2 Exclusions. Groundwork has no obligation under Section 11.1 for a claim arising from combination of the Platform with materials not supplied by Groundwork where the claim would not have arisen but for the combination; modification of the Platform by anyone other than Groundwork or at its direction; use outside the scope of the license; Customer Data or Customer Configurations; or Groundwork’s compliance with Customer’s written specifications.#

11.3 By Customer. Customer shall defend Groundwork against any third-party claim arising from Customer Data, Customer Configurations, or Customer’s use of the Platform in breach of the Agreement or applicable law, and shall pay damages finally awarded or amounts agreed in settlement.#

11.4 Procedure. The indemnified party shall give prompt notice, give the indemnifying party sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent), and provide reasonable cooperation at the indemnifying party’s expense.#

11.5 Sole remedy. This Section states each party’s sole liability and exclusive remedy for third-party intellectual property claims.#

12. LIMITATION OF LIABILITY#

12.1 Cap. EXCEPT AS PROVIDED IN SECTION 12.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER FORM GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.#

12.2 Excluded damages. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.#

12.3 Exclusions from the cap. Sections 12.1 and 12.2 do not apply to a party’s breach of Section 9 (Confidentiality), a party’s obligations under Section 11 (Indemnification), which are subject to a separate aggregate cap of two (2) times the fees paid or payable under the applicable Order Form in the preceding twelve (12) months, a party’s gross negligence or willful misconduct, Customer’s breach of Section 4 (Restrictions), or Customer’s obligation to pay fees.#

12.4 Allocation. The limitations in this Section reflect the allocation of risk between the parties and are a material basis of the bargain. They apply notwithstanding the failure of the essential purpose of any limited remedy.#

13. GENERAL#

13.1 Governing law and venue. The Agreement is governed by the laws of the State of Texas without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas.#

13.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign it in its entirety to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice.#

13.3 Publicity. Neither party may use the other’s name or marks without prior written consent. Groundwork may identify Customer as a customer by name and logo, subject to Customer’s prior written approval of the specific use, such approval not to be unreasonably withheld.#

13.4 Notices. Notices must be in writing and are effective on receipt when delivered to the addresses stated in the Order Form, by personal delivery, recognized courier, or email with confirmation of receipt.#

13.5 Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, other than an obligation to pay.#

13.6 Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency or employment relationship.#

13.7 Export and sanctions. Each party shall comply with applicable export control and sanctions laws, and Customer shall not make the Platform available in violation of them.#

13.8 Entire agreement; severability; waiver. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior understandings. If any provision is held unenforceable, it is modified to the minimum extent necessary and the remainder continues in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver.#

13.9 Amendment. Except as provided in Section 1.3, the Agreement may be amended only by a writing executed by both parties.#