Affiliated Entities Terms of Service (General Terms)

Effective Date: January 23, 2026

IMPORTANT NOTICE

THESE TERMS CONTAIN AN ARBITRATION CLAUSE THAT AFFECTS YOUR LEGAL RIGHTS. BY USING THIS PLATFORM, YOU AGREE TO RESOLVE DISPUTES WITH THE AFFILIATED COMPANY ENTITIES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS IN COLLIN COUNTY, TEXAS, UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE SERVICE-SPECIFIC TERMS. YOU WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM.

These Affiliated Entities Terms of Service ("General Terms," "Terms") are entered into by and between (i) the individual accepting these Terms or the entity on whose behalf such individual accepts these Terms ("Customer," "you," or "your"), and (ii) the Affiliated Company Entities identified below. By accessing or using any Services (defined below), you agree to be bound by these General Terms and all Service-Specific Terms that apply to the Services you use.

0. Parties; Structure; Order of Precedence

0.1 Affiliated Company Entities

"Affiliated Company Entities" means (a) GridSite Technology Inc., a Delaware corporation ("GridSite"), and (b) ComputeComplete Inc., a Delaware corporation ("ComputeComplete"), together with any additional entities that may be added in the future. A current list of Affiliated Company Entities is maintained at https://portal.gridsiteinc.com/legal/affiliated-entities (or such other URL as we may designate). If a new entity is added as a Providing Entity, we will provide notice via email or in-product notification. Your continued use of the specific Service(s) provided by that newly added entity after such notice constitutes acceptance of that entity as the counterparty for those specific Service(s). No such addition will retroactively change the Providing Entity for Services you are already receiving unless you affirmatively accept an updated Order Form or Service-Specific Terms for those Services.

0.2 Services; Counterparty

"Services" means any websites, platforms, software (including APIs, SDKs, and mobile apps), products, data, content, or professional services provided by an Affiliated Company Entity. For each Service you use, your counterparty is the Affiliated Company Entity that provides that Service (the "Providing Entity"). Each Service will identify the Providing Entity in-product (e.g., in the footer, account page, or Order Form). Invoices and receipts will reflect the Providing Entity's legal name.

0.3 Hub-and-Spoke Model

These General Terms apply to all Services. In addition, each Providing Entity publishes Service-Specific Terms (also called a Schedule, Supplement, SLA, DPA, Order Form, or SOW) that govern that entity's Services.

0.4 Order of Precedence

If there is a conflict among documents, the following applies (highest to lowest): (1) a mutually executed Order Form or SOW for the relevant Service, (2) the Service-Specific Terms for that Service (including any SLA or DPA referenced therein), (3) these General Terms, and (4) binding online policies (including the Privacy Policy, Acceptable Use Policy, and any security addendum expressly incorporated by reference (collectively, "Policies"), each of which may be updated under Section 16.1 with notice). Other online materials are referenced for convenience only. If a Policy update materially reduces your rights or materially increases your obligations with respect to a paid subscription, your sole remedy is to discontinue use and, if required by applicable law or expressly stated in an Order Form, to receive any legally required refund for the unused prepaid portion of that subscription.

GridColo Services. Services provided under the GridColo brand or program are governed by the GridColo Services Agreement (GCSA), available at https://portal.gridsiteinc.com/legal/gridcolo-services-agreement. The GCSA applies exclusively to GridColo Services and supersedes these General Terms with respect to GridColo Services. For GridColo Services, the GCSA is the controlling agreement.

0.5 Acceptance on Behalf of Entity

If you are accepting these Terms on behalf of an entity, you represent that you have legal authority to bind that entity.

0.6 Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means the power to direct management or policies, whether by ownership of voting securities, contract, or otherwise. "Personal Data" means information relating to an identified or identifiable natural person or that is otherwise defined as personal data, personal information, or similar term under applicable Data Protection Laws. "Personal Information" means "personal information" as defined under applicable U.S. state privacy laws, where applicable. "Data Protection Laws" means applicable laws relating to privacy, data protection, data security, biometric data, recording and surveillance, and cross-border data transfers. "Service-Specific Terms" means any schedule, supplement, SLA, DPA, Order Form, or SOW applicable to a Service. "Order Form" means a mutually executed order form or online checkout that identifies the Service, fees, subscription term, and any service-specific commercial terms. "SOW" means a mutually executed statement of work for Professional Services describing scope, deliverables, assumptions, responsibilities, schedule, and fees. "Sensitive Data" means Personal Data that is subject to heightened protection requirements under applicable law, including biometric identifiers, precise geolocation data, government-issued identification numbers, financial account information, account log-in credentials, background check information, video/audio recordings, and information concerning a person's racial or ethnic origin, religious beliefs, health condition, or sex life/sexual orientation (as applicable). "Security Incident" means any unauthorized access, acquisition, use, disclosure, or loss of Customer Content that compromises the security, confidentiality, or integrity of such data. "Data Retention Policy" means the Providing Entity's published data retention and deletion practices, as referenced in the Privacy Policy or posted at https://portal.gridsiteinc.com/legal/data-retention (or a successor URL). "De-identified" means information that cannot reasonably be linked to an identified or identifiable individual or facility. "Aggregated" means information combined with other information such that individual identifiers (including facility names and addresses) are removed and the information cannot reasonably be used to identify you, your facilities, or any individual.

1. Accounts; Eligibility; Authorized Users

1.1 Minimum Age & Capacity

You must be at least the age of majority in your jurisdiction (and at least 18) to use business-facing Services. No Services are directed to children under 13, and we do not knowingly permit such use.

1.2 Accounts & Credentials

You are responsible for maintaining the confidentiality of account credentials and for all activities under your account(s). You will promptly notify the Providing Entity of any unauthorized access or security incident. You will: (a) maintain accurate and current administrative user accounts; (b) promptly disable or remove access for departed users; (c) enable multi-factor authentication (MFA) where offered; and (d) regularly review and audit user access permissions.

1.3 Affiliates & Personnel

You may permit your Affiliates, employees, and permitted contractors to use the Services on your behalf ("Authorized Users"). You remain responsible for their compliance with these Terms.

2. Service Use; Acceptable Use; High-Risk Activities

2.1 License to Use

Subject to these Terms, the Providing Entity grants you a limited, non-exclusive, non-transferable, revocable right to access and use the applicable Services for your internal business purposes during the Subscription Term (defined in the Service-Specific Terms or your Order Form).

2.2 Acceptable Use

You will not (and will not permit others to): (a) resell, rent, or lease the Services; (b) reverse engineer or attempt to extract source code except to the extent permitted by law; (c) access the Services to build a competing product; (d) circumvent technical controls (rate limits, security controls, usage caps); (e) probe, scan, or test vulnerabilities, except with the Providing Entity's prior written authorization; (f) use any scraper, spider, robot, or automated means to access the Services except as expressly allowed by an API license; (g) submit malicious code; (h) infringe or misappropriate any IP or privacy rights; (i) violate any applicable law or regulation (including export, sanctions, anti-bribery, fair competition, real-estate, and consumer protection laws); (j) use the Services to violate biometric privacy laws or circumvent biometric data protection measures; (k) tamper with, disable, or interfere with video or audio recording systems; (l) interfere with or circumvent background check or screening processes; or (m) access or attempt to access recordings, biometric data, or background check information without authorization.

2.3 High-Risk Use

The Services are not designed for High-Risk Activities where failure could lead to death, personal injury, or catastrophic damage (e.g., life support, air traffic control, nuclear facilities). You must not use the Services for High-Risk Activities without a separate signed agreement expressly permitting that use.

3. Customer Content; Service Data; Feedback; AI/ML

3.1 Customer Content

"Customer Content" means data, text, images, files, models, code, configurations, and other materials that you (or your Authorized Users) submit to or process via the Services, including but not limited to: (a) biometric data (facial photos, biometric identifiers) that you provide or authorize collection of; (b) video or audio recordings that you create or authorize; (c) background check information and screening data that you submit; and (d) other personal or business data. You retain ownership of your Customer Content, subject to the licenses granted in these Terms.

3.2 License to Host & Process

You grant the Providing Entity and its subprocessors a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Customer Content solely as necessary to provide, maintain, secure, and support the Services and to perform obligations under these Terms.

3.3 Service Data

"Service Data" means telemetry, logs, diagnostics, usage metrics, and de-identified/aggregated data arising from your use of the Services. The Providing Entity may use Service Data to operate, maintain, improve, and secure the Services; to develop new features; and for analytics and capacity planning. Service Data will not include Customer Content in identifiable form.

3.4 Operational Data Rights

"Operational Data" means measurements, telemetry, sensor readings, system logs, performance metrics, environmental data, network data, infrastructure metrics, and other non-personal operational data collected from facilities, equipment, systems, and infrastructure connected to or monitored by the Services. Operational Data does not include Personal Data or Customer Content in identifiable form.

As between you and the Providing Entity, you retain ownership of Operational Data that originates from your facilities and systems, subject to the licenses granted below. You grant the Providing Entity and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, process, analyze, aggregate, anonymize, de-identify, and create derivative works from Operational Data to: (a) provide, maintain, secure, and improve the Services; (b) develop and improve analytics, benchmarks, and industry reports; (c) develop and improve machine learning and artificial intelligence systems, but only using de-identified or aggregated forms of Operational Data; and (d) commercialize aggregated or de-identified outputs and derivatives that do not identify you, your facilities, or any individual.

For purposes of this Section, "De-identified" means data that has been processed using reasonable technical and organizational measures designed to prevent the data from being reasonably linked to an identified or identifiable individual or a specific identified facility, taking into account the nature of the data, the state of the art, and reasonably foreseeable re-identification risks. "Aggregated" means data combined with other data such that individual- or facility-level identifiers are removed and the output is not reasonably usable to identify you, your facilities, or any individual.

The Providing Entity will not (i) attempt to re-identify de-identified data, except to the extent required to provide the Services, investigate security incidents, or comply with law; or (ii) disclose Operational Data in identifiable form to third parties except as necessary to provide the Services, comply with law, or as expressly authorized by you in writing. Identifiable Operational Data provided by you will be treated as your Confidential Information under Section 7, except to the extent it is de-identified or aggregated as permitted here. The Providing Entity owns all right, title, and interest in its aggregated datasets, de-identified outputs, analytics, models, and derivatives created from Operational Data, excluding your Operational Data in identifiable form.

Opt-Out for External Benchmarking. You may opt out of having your Operational Data included in industry reports or benchmarks distributed externally by providing written notice to [email protected] or through your account settings. Opt-out does not affect the Providing Entity's rights to use Operational Data for internal service improvement, security, or analytics purposes.

3.5 AI/ML Use of Customer Content

We do not use Customer Content to train general-purpose machine learning or artificial intelligence models except with your explicit opt-in or as part of a customer-specific model instance configured for your use. De-identified Service Data and Operational Data may be used for model training and development as described in Sections 3.3 and 3.4.

3.6 Feedback

If you provide ideas, suggestions, or improvements ("Feedback"), you grant the Affiliated Company Entities a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction or attribution.

4. Third-Party Services; Open Source; Beta/Pre-Release

4.1 Third-Party Services

If you enable or use third-party services with a Service (e.g., MLS feeds, data sources, payment processors, cloud integrations), your use of those services is subject to the third party's terms and privacy policy. The Affiliated Company Entities are not responsible for third-party services.

4.2 Open Source

Some components may be provided under open-source licenses. To the extent of any conflict between these Terms and an applicable open-source license, the open-source license controls for that component.

4.3 Beta Services

The Providing Entity may offer alpha, beta, preview, or evaluation features ("Beta Services"). Beta Services are provided AS IS, may be modified or discontinued at any time, and are excluded from SLAs and indemnities unless stated otherwise.

5. Fees; Billing; Taxes; Disputes; Chargebacks

5.1 Fees

You agree to pay all fees specified in the applicable Order Form, online checkout, or pricing page for the Service you use. Except as expressly stated in the Service-Specific Terms, fees are non-refundable.

5.2 Billing Entity

Each Providing Entity bills for its own Services. Invoices, receipts, credits, refunds (if any), and tax documentation are issued by the Providing Entity that delivered the Service.

5.3 Payment Terms

Unless otherwise stated, fees are due net 30 from invoice date or at purchase for online transactions. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

5.4 Taxes

Fees are exclusive of Taxes. You are responsible for all sales, use, VAT, GST, or similar taxes ("Taxes"), except Taxes based on the Providing Entity's net income. If applicable, you will provide valid exemption certificates.

5.5 Billing Disputes

You must notify the Providing Entity in writing of any good-faith billing dispute within 30 days of the invoice date, with detail sufficient to investigate. The parties will work in good faith to resolve disputes; undisputed amounts must be paid when due.

5.6 Chargebacks

You will not initiate chargebacks for charges that you have not first disputed in good faith under Section 5.5, except where a transaction was unauthorized or where applicable law grants you chargeback rights that cannot be waived. Improper or abusive chargebacks may result in suspension or termination and you remain responsible for all amounts due, including reasonable costs incurred by the Providing Entity in responding to such chargebacks.

5.7 Renewal; Cancellation; Proration

Unless otherwise specified in an Order Form or Service-Specific Terms, subscriptions will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Fees may change upon renewal with at least thirty (30) days' advance notice. Upon termination for convenience (where permitted) or termination for cause by you, fees are non-refundable except as otherwise provided in the Order Form or Service-Specific Terms. Upon termination for cause by the Providing Entity, fees may be prorated as specified in the Order Form or Service-Specific Terms, if any.

Cancellation Mechanics. Unless otherwise stated in Service-Specific Terms, you may provide notice of non-renewal by (a) using the cancellation controls in your account settings (if available), or (b) emailing [email protected] from an authorized admin account for the relevant subscription. Cancellation is effective at the end of the then-current term unless the Service-Specific Terms provide otherwise.

6. Term; Suspension; Termination; Effect of Termination

6.1 Term

These General Terms commence on the Effective Date and continue until terminated as provided herein. Your subscription term(s) for specific Services are set in the applicable Order Form or Service-Specific Terms. Unless otherwise specified in an Order Form, subscriptions automatically renew as described in Section 5.7.

6.2 Suspension

The Providing Entity may suspend access to a Service if: (a) you fail to pay undisputed fees after notice; (b) your use poses a security risk or violates the Acceptable Use requirements; (c) required by law or a governmental request; or (d) there is suspected fraud or abuse.

6.3 Termination for Cause

Either party may terminate the particular Service for cause upon written notice if the other party materially breaches and fails to cure within 30 days after notice (10 days for payment breaches).

6.4 Convenience

Where allowed in the Service-Specific Terms or Order Form, a party may terminate for convenience as specified therein.

6.5 Effect of Termination

Upon termination or expiration of a Service: (a) your right to access that Service ends; (b) you will pay all accrued fees; (c) at your written request received within thirty (30) days after termination or expiration, the Providing Entity will make Customer Content then in its possession available for export in a commercially reasonable format and method that the Providing Entity supports (which may include self-service export tools and formats such as CSV, JSON, or PDF as supported). Exports will be provided within a commercially reasonable time, typically within thirty (30) days of verified request. The Providing Entity may charge reasonable, pre-disclosed fees for large-volume or non-standard exports and may require verification of the requestor's authority. The Providing Entity may refuse exports that would violate applicable law or third-party rights; and (d) after the export period, the Providing Entity may delete Customer Content from its systems in accordance with its retention policies, subject to legal holds, contractual obligations, and legally required retention. You are responsible for maintaining backups of Customer Content and for exporting Customer Content prior to termination where feasible.

6.6 Survival

Sections that by their nature should survive (including 2–5, 6.5–6.6, 7–18, 19–25) will survive termination.

7. Confidentiality; Security

7.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential. Recipient will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care) to protect Discloser's Confidential Information and will use it solely to perform under these Terms.

Security Incident has the meaning set forth in Section 0.6.

7.2 Exclusions

Confidential Information does not include information that is or becomes public through no fault of Recipient; was known to Recipient without restriction before receipt; was independently developed without reference to Discloser's information; or is rightfully received from a third party.

7.3 Compelled Disclosure

Recipient may disclose Confidential Information if legally compelled, provided it gives Discloser prompt notice (unless prohibited) and cooperates to seek protective treatment.

7.4 Security

The Providing Entity will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. Additional details, certifications, and security commitments may be set forth in the applicable Service-Specific Terms or DPA.

7.4.1 Sensitive Data Handling

You will minimize and limit Sensitive Data submitted to the Services to what is necessary for the Services. You will configure access controls and implement least-privilege principles for Sensitive Data. The Providing Entity will apply commercially reasonable safeguards to Sensitive Data as described in Section 7.4 and any applicable DPA.

7.4.2 Sensitive Data Restrictions

Unless expressly required for a specific feature and described in Service-Specific Terms, you will not submit to the Services: (a) passwords or private keys for your systems; (b) full payment card numbers (other than through our designated payment processors); or (c) government-issued identification numbers, except where expressly required for identity verification or screening and processed pursuant to the DPA and Privacy Policy.

7.5 Security Incidents

The Providing Entity will notify you without undue delay after confirming a Security Incident involving unauthorized access to Customer Content in its possession or control, consistent with applicable law and any obligations in an applicable DPA. The Providing Entity may delay notice to the extent reasonably necessary to (a) address and remediate the incident, (b) comply with law enforcement requests, or (c) determine the scope and impact. The Providing Entity will provide information reasonably requested by you to support your compliance obligations, subject to confidentiality and legal restrictions.

7.6 Equitable Relief for Confidentiality and Security Breaches

Unauthorized disclosure, misuse, or misappropriation of Confidential Information, account credentials, or circumvention of security measures may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Providing Entity may seek injunctive relief, specific performance, or other equitable remedies to prevent or stop such unauthorized conduct, without prejudice to any other rights or remedies available at law or in equity.

8. Privacy; Data Protection; DPA; Data Transfers

8.1 Privacy Policy

Our Privacy Policy, available at https://portal.gridsiteinc.com/privacy, is incorporated by reference and applies to all Services. The Privacy Policy describes how we collect, use, disclose, and protect your information, including but not limited to: biometric data, video and audio recordings, background check information, operational data, and other personal information. By using the Services, you consent to the data practices described in our Privacy Policy.

8.2 Data Processing Addendum

Where the Providing Entity processes Personal Data on your behalf as a processor, the Data Processing Addendum ("DPA") is incorporated and governs such processing. The current DPA and subprocessor list are available at https://portal.gridsiteinc.com/legal/dpa (or such other URL as we may designate). In the event of conflict between these Terms and the DPA with respect to Personal Data processing, the DPA controls.

The DPA will include (a) a list of subprocessors (or a link to a maintained list), (b) breach notification terms, and (c) cross-border transfer mechanisms where applicable. Where commercially reasonable, the Providing Entity will provide advance notice of material subprocessor changes and will address reasonable written objections in good faith, including by offering a commercially reasonable alternative where feasible.

8.3 Cross-Border Transfers

The Providing Entity may transfer Personal Data to the United States and other jurisdictions. Where required, appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses) will be used, as further described in our Privacy Policy.

8.4 Records & Cooperation

Each party will comply with applicable data protection laws. You are responsible for providing legally sufficient notices and obtaining necessary consents from data subjects for your use of the Services, as further described in our Privacy Policy.

9. Intellectual Property; DMCA; Reservation of Rights

9.1 IP Ownership

Except for the limited rights expressly granted, no rights are transferred. The Services (including all software, documentation, UI/UX, designs, databases, templates, and derivative works) are and remain the exclusive property of the Providing Entity and its licensors.

9.2 DMCA Policy

If you believe content infringes your copyright, please submit a notice under the Digital Millennium Copyright Act to:

DMCA Designated Agent Legal Department GridSite Technology Inc. 6009 W. Parker Rd., Ste. 149-298 Plano, TX 75074 Email: [email protected] (with "DMCA Notice" in the subject line)

Repeat infringers' accounts may be terminated.

9.3 Trademarks & Publicity

Except as permitted in the Service-Specific Terms or with prior written consent, you will not use any Affiliated Company Entity's names, logos, or marks. The Providing Entity may include your name and logo on customer lists and in non-promotional case-study indices solely to identify you as a customer, provided that the Providing Entity will not state or imply that you endorse the Services. You may opt out at any time by sending written notice to [email protected], and the Providing Entity will use commercially reasonable efforts to remove such use within a reasonable period.

10. API; Rate Limits; Usage Verification

10.1 API Access

If the Service includes an API, your use is subject to any API terms in the relevant Service-Specific Terms and technical documentation.

10.2 Rate Limits & Keys

The Providing Entity may impose or modify rate limits and require API keys. You will not circumvent limits.

10.3 Audit/Verification

The Providing Entity may monitor usage to verify compliance (including automated monitoring). If requested, you will provide reasonable information to demonstrate compliance.

10.4 Rate Limiting Details

API rate limits are set forth in the applicable API documentation and may vary by service tier, endpoint, and usage patterns. Rate limits may be enforced through: (a) requests per second/minute/hour; (b) concurrent connection limits; (c) data transfer limits; or (d) other technical measures. The Providing Entity may modify rate limits with reasonable notice.

10.5 API Usage Restrictions

In addition to the Acceptable Use requirements in Section 2.2, API usage is subject to: (a) prohibitions on excessive or abusive usage patterns; (b) restrictions on automated data extraction or scraping; (c) requirements to use API keys and authentication; (d) prohibitions on sharing API credentials; and (e) compliance with API documentation and best practices.

10.6 API Data Retention

Data accessed or retrieved through APIs is subject to the same retention policies as data accessed through other Service interfaces. API usage logs and telemetry are generally retained in accordance with our Data Retention Policy (as referenced in the Privacy Policy or posted at the URL above), subject to legal holds and incident investigations. Current retention periods are set forth in those policies.

10.7 Third-Party API Usage

If you use third-party APIs in connection with the Services, your use is subject to the third party's API terms and conditions. The Affiliated Company Entities are not responsible for third-party APIs or their availability, functionality, or terms.

11. Warranties; Disclaimers

11.1 Mutual Warranties

Each party represents that it is duly organized, validly existing, and has full authority to enter into and perform under these Terms.

11.2 Customer Warranties

You warrant that you have obtained and will maintain all rights, consents, and permissions necessary to submit and process Customer Content and to use the Services as contemplated.

11.3 DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN A SERVICE-SPECIFIC TERM OR A SIGNED ORDER FORM, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE AFFILIATED COMPANY ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE AFFILIATED COMPANY ENTITIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11.4 No Professional Advice; No Reliance; AI Output Responsibility

The Services may provide analytics, scoring, benchmarking, alerts, recommendations, projections, templates, checklists, reports, AI-generated outputs, or other outputs. Such outputs are provided for informational purposes only and do not constitute legal, financial, investment, real-estate brokerage, engineering, safety, security, or other professional advice unless expressly stated in a mutually executed SOW. Outputs may be inaccurate, incomplete, or outdated. You are solely responsible for verifying outputs and determining whether and how to act on them, including obtaining advice from qualified professionals where appropriate. AI-generated outputs are not intended for use in safety-critical applications, legal compliance determinations, or engineering sign-off unless expressly agreed in a signed SOW. You will not rely on outputs for such purposes without independent verification and appropriate professional review.

12. Indemnification

12.1 By the Providing Entity

The Providing Entity will defend and indemnify you against third-party claims alleging that the Services, as provided to you and used by you in accordance with these Terms, directly infringe a U.S. copyright, U.S. patent, or U.S. trademark, or misappropriate a trade secret, and will pay damages and reasonable attorneys' fees finally awarded by a court or included in a settlement approved by the Providing Entity.

Exclusions: This obligation does not apply to claims arising from (a) Customer Content; (b) combinations with products or data not provided by the Providing Entity; (c) modifications not made by the Providing Entity; or (d) your non-compliance with the Terms.

Remedies: If the Services are alleged to infringe, the Providing Entity may (at its option) procure the right for you to continue using, replace or modify the Services to be non-infringing, or terminate the affected Service and refund prepaid, unused fees.

12.2 By Customer

You will defend and indemnify the Affiliated Company Entities against third-party claims arising from (a) your Customer Content; (b) your use of the Services in violation of these Terms or law; or (c) any allegation that data you provided (including third-party data) violates third-party rights.

12.3 Procedure

The indemnified party will (i) promptly notify the indemnifying party, (ii) grant sole control of defense/settlement, and (iii) provide reasonable cooperation. The indemnifying party will not settle any matter imposing non-monetary obligations on, or admitting fault by, the indemnified party without its prior written consent (not unreasonably withheld).

13. Limitation of Liability

13.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AFFILIATED COMPANY ENTITIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED BY A PARTICULAR PROVIDING ENTITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO THAT PROVIDING ENTITY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Carve-Outs

The limitations above do not apply to (a) your payment obligations; (b) a party's indemnification obligations; (c) your breach of Section 2 (Acceptable Use) or 9 (IP); (d) liability that cannot be limited by law; or (e) liability for willful misconduct or gross negligence where such limitation is not permitted by applicable law.

13.4 Allocation of Risk

The fees reflect the allocation of risk set forth in these Terms.

14. Compliance; Export; Anti-Corruption; Government Use

14.1 Compliance with Laws

Each party will comply with all applicable laws and regulations in connection with its activities hereunder.

14.2 Export & Sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and you are not a denied or restricted party. You will not export, re-export, or transfer the Services in violation of U.S. export control laws or sanctions.

14.3 Anti-Bribery

Each party will comply with applicable anti-bribery and anti-corruption laws (including the U.S. FCPA and UK Bribery Act).

14.4 U.S. Government End Users

The Services are "commercial products" and "commercial computer software" as those terms are defined in applicable procurement regulations. Government end users receive only those rights set forth in these Terms.

15. Dispute Resolution; Governing Law; Venue; Class Waiver

15.0 Informal Resolution

Before initiating arbitration (except for claims seeking injunctive relief under Section 15.4), the complaining party will provide written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute within thirty (30) days after notice is received.

15.1 Governing Law; Court Actions

These General Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. To the extent any court action is permitted under these Terms (including actions to compel arbitration, to enforce or challenge an arbitration award, or to seek injunctive relief as permitted by Section 15.4), the exclusive jurisdiction and venue will be (i) the state courts located in Collin County, Texas, and (ii) the United States District Court for the Eastern District of Texas, and each party consents to such jurisdiction and venue.

15.2 Arbitration (Default Rule)

Unless the applicable Service-Specific Terms specify a different process, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved by binding arbitration under the Federal Arbitration Act, administered by JAMS.

Rules. Unless the parties agree otherwise in a written Order Form or SOW: (a) if no party asserts a claim, counterclaim, or setoff exceeding $250,000 (exclusive of interest and attorneys' fees), the arbitration will be conducted under the JAMS Streamlined Arbitration Rules & Procedures; and (b) otherwise, the arbitration will be conducted under the JAMS Comprehensive Arbitration Rules & Procedures.

The arbitrator (and not any court) shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable. The arbitration will be seated in Collin County, Texas, and conducted in English. Hearings may be conducted remotely (by video or telephonic conference) unless the arbitrator determines that an in-person hearing is necessary for good cause. The arbitrator's fees and expenses will be allocated in accordance with JAMS rules and applicable law, except that each party will bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek provisional equitable relief in aid of arbitration in a court of competent jurisdiction.

Proper Party. The Dispute must be asserted against the Providing Entity that provided the Service giving rise to the Dispute. However, each Affiliated Company Entity is an intended third-party beneficiary of Sections 11–13 and Section 15 and may enforce those provisions to the extent relevant.

15.2.1 Mass Arbitration

If seventy-five (75) or more arbitration demands are submitted that are (i) filed by or with the assistance of the same or coordinated counsel, and (ii) arise out of or relate to the same or similar facts or alleged events or transactions, and (iii) raise the same or similar legal issues, then the parties agree that the JAMS Mass Arbitration Procedures and Guidelines (as in effect at the time of filing) will apply and are incorporated by reference. To the extent there is any inconsistency between those Procedures and these Terms, the Procedures control. This Section does not alter the individual arbitration requirement or class action waiver in Section 15.3. If any portion of this Section is found unenforceable, the remainder of Section 15 will remain in effect.

15.3 Class Action Waiver

YOU AND THE AFFILIATED COMPANY ENTITIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS WAIVER IS SEVERABLE AND WILL REMAIN IN EFFECT EVEN IF OTHER PROVISIONS OF THIS SECTION ARE FOUND TO BE UNENFORCEABLE.

15.4 Small Claims; IP Relief

Either party may bring an individual action in small-claims court or seek injunctive relief to protect IP or unauthorized access/misuse of the Services, without first engaging in arbitration.

15.5 Opt-Out

You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to [email protected]. Your opt-out will apply only to you and only to disputes not yet filed.

16. Changes to Terms; Changes to Services

16.1 Updates to Terms

We may update these General Terms from time to time by posting an updated version at https://portal.gridsiteinc.com/terms-of-service. Binding online policies (including the Privacy Policy, Acceptable Use Policy, and Security addendum) may also be updated with notice as described in Section 0.4. Unless otherwise required by law, updates will apply prospectively and will not retroactively amend any mutually executed Order Form, SOW, or other written agreement for the then-current subscription term. For changes that materially reduce your rights or materially increase your obligations, we will use commercially reasonable efforts to provide advance notice (e.g., via email or in-product notice). Your continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms for future use and renewals. If you do not agree to the updated Terms, your remedy is to stop using the Services; for paid subscriptions, additional remedies (if any) are governed by the applicable Service-Specific Terms or Order Form.

16.2 Service Changes

Subject to any express commitments in an Order Form, SLA, or Service-Specific Terms, Services are provided on a commercially reasonable efforts basis. The Affiliated Company Entities do not guarantee uninterrupted or error-free operation of the Services, nor that any specific feature, functionality, or integration will continue to be available, except as expressly stated in an Order Form or SLA. The Affiliated Company Entities may, in their reasonable discretion and where permitted by applicable law, modify, suspend, or discontinue any Service (or any part thereof), temporarily or permanently, with reasonable notice except where immediate action is required for security, legal compliance, or safety reasons. The Affiliated Company Entities further reserve the right, in their reasonable discretion and to the extent permitted by applicable law, to refuse service, terminate accounts, or limit access to any Service to any person or entity for legitimate business reasons (including for violation of these Terms, legal compliance, security, safety, fraud prevention, or risk management). None of the Affiliated Company Entities will be liable to you or to any third party for any modification, suspension, discontinuation, or refusal of the Services, except as otherwise provided in an Order Form or SLA.

17. Notices; Electronic Communications

17.1 Notices

Legal notices to an Affiliated Company Entity must be sent to: Legal Department, GridSite Technology Inc., 6009 W. Parker Rd., Ste. 149-298, Plano, TX 75074. and by email to [email protected]. Notices to you may be provided via email to your account email, through the Service interface, or by posting.

17.2 Electronic Communications

You consent to receive communications electronically and agree that all terms, notices, disclosures, and other communications satisfy any legal requirement that such communications be in writing and signed. For detailed information about marketing communications, SMS/text messaging, and communication preferences, see Section 22 (Marketing, Messaging, and Communications Preferences).

18. Miscellaneous

18.1 Assignment

You may not assign or transfer these Terms (by operation of law or otherwise) without prior written consent of the Affiliated Company Entity whose Services you are using. Any unauthorized assignment is void. An Affiliated Company Entity may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

18.2 Force Majeure

Neither party will be liable for delay or failure due to events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor actions, utility failures, Internet or hosting outages, governmental actions). Payment obligations are excluded from force majeure.

18.3 Independent Contractors

The parties are independent contractors; these Terms create no partnership, franchise, agency, fiduciary, or employment relationship.

18.4 No Third-Party Beneficiaries

Except for the Affiliated Company Entities and indemnified parties, there are no third-party beneficiaries.

18.5 Severability; Waiver

If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. No waiver is effective unless in writing and signed; failure to enforce is not a waiver.

18.6 Headings; Interpretation

Headings are for convenience only. "Including" means "including without limitation."

18.7 Entire Agreement

These General Terms, together with the applicable Service-Specific Terms, Order Forms, SOWs, SLAs, DPAs, and any documents incorporated by reference, constitute the entire agreement relating to the subject matter and supersede all prior or contemporaneous understandings.

18.8 Continuing Effect

Any use of Services after termination of another Service remains subject to these Terms and the relevant Service-Specific Terms for the ongoing Service.

18.9 Relationship of the Parties; No Fiduciary Duty

The Affiliated Company Entities provide technology and, where applicable, Professional Services only as expressly set forth in Service-Specific Terms or an SOW. Nothing in these Terms creates a fiduciary relationship, agency, partnership, joint venture, employment relationship, or brokerage relationship. You remain solely responsible for your business decisions, regulatory compliance, and the selection, implementation, and operation of any facilities, systems, contractors, and controls, including any actions you take based on outputs, analytics, recommendations, or reports generated through the Services.

19. Biometric Data Collection and Use

19.1 Definitions

"Biometric Data" means biometric identifiers and biometric information as defined by applicable law (including, where applicable, Illinois BIPA), such as facial geometry templates, fingerprints, hand scans, iris scans, voiceprints, or other biometric identifiers used for identification or authentication.

19.2 Customer Responsibilities; Consents

You represent and warrant that (a) you will provide all legally required notices and obtain all legally required consents (including written consents where required) before collecting, uploading, processing, or causing the collection or processing of any Biometric Data through the Services, and (b) your collection and use of Biometric Data complies with all applicable biometric and privacy laws.

19.3 Permitted Processing by Providing Entity

To the extent the Services process Biometric Data, the Providing Entity processes such Biometric Data solely to provide, maintain, secure, and support the Services and as otherwise permitted under the DPA and Privacy Policy.

19.4 Prohibited Uses

You will not use the Services to (a) unlawfully surveil individuals, (b) circumvent biometric privacy protections, (c) create or use Biometric Data in a manner that violates applicable law, or (d) attempt to re-identify de-identified biometric data.

19.5 Retention and Deletion

The Providing Entity maintains a written biometric retention and destruction policy made publicly available at https://portal.gridsiteinc.com/legal/biometric-retention-policy (or such other URL as we may designate). Unless otherwise required by law or agreed in a signed Order Form or DPA, Biometric Data will be retained no longer than necessary for the purpose for which it was collected and in any event no longer than three (3) years from the individual's last interaction with the applicable biometric-enabled Service, whichever occurs first, subject to legal holds and legally required retention.

19.6 Indemnity for Biometric Non-Compliance

You will defend and indemnify the Affiliated Company Entities against any third-party claims arising from your failure to provide notice or obtain consent, or your violation of biometric privacy laws.

20. Video and Audio Recording

20.1 Customer Responsibilities; Notice and Consent

If you enable, use, or configure any feature involving video or audio recording (including CCTV/VMS integrations), you are solely responsible for (a) providing all legally required notices, signage, and disclosures, and (b) obtaining all legally required consents under applicable surveillance, wiretapping, and workplace monitoring laws. You are the party responsible for configuring recording features and determining the lawful basis and consents for recording. To the extent the Providing Entity hosts recordings on your behalf, it acts as a service provider/processor subject to the DPA.

20.2 Compliance with "Two-Party Consent" Jurisdictions

You will not record audio where prohibited or where you have not obtained legally sufficient consent. You are responsible for configuring your systems and the Services to comply with applicable law.

20.3 Access Controls

You will restrict access to recordings to authorized users with a legitimate business need and will maintain appropriate access controls and auditability.

20.4 Retention

Recordings are generally retained in accordance with our Data Retention Policy (as referenced in the Privacy Policy or posted at the URL above), subject to legal holds and incident investigations. Current retention periods are set forth in those policies. Unless otherwise stated in Service-Specific Terms or required for an incident investigation, legal hold, or compliance obligation, recordings are typically retained for a period not exceeding ninety (90) days.

20.5 No Monitoring Obligation

The Affiliated Company Entities do not undertake to monitor recordings, detect incidents, or provide security services unless expressly agreed in a signed Order Form or SOW.

21. Background Checks and Screening

21.1 Customer Responsibilities; FCRA and Similar Laws

If you use the Services in connection with background checks, screening, credentialing, or eligibility determinations, you are solely responsible for compliance with all applicable laws (including FCRA where applicable), including required disclosures, obtaining authorizations, and following any pre-adverse and adverse action procedures. The Providing Entity is not a consumer reporting agency and does not furnish consumer reports, unless expressly stated in a signed SOW or Order Form. Where the Providing Entity facilitates background checks at your direction, you remain responsible for providing required notices, obtaining authorizations, and following adverse action procedures as required by applicable law.

21.2 Third-Party Providers

Background check and identity verification services may be performed by third-party providers, which may include consumer reporting agencies subject to FCRA and other applicable laws. Your use of those services is subject to the provider's terms and applicable law. The Providing Entity is not responsible for third-party provider compliance with FCRA or other screening laws.

21.3 Use Restrictions

You will not access, request, or use background check information except as authorized by the individual and permitted by law, and you will implement appropriate safeguards to protect such information.

21.4 Retention

Background check records are generally retained in accordance with our Data Retention Policy (as referenced in the Privacy Policy or posted at the URL above), subject to legal holds and incident investigations. Current retention periods are set forth in those policies. Unless otherwise required by law, background check records are typically retained for up to seven (7) years from the date of report.

21.5 Indemnity for Screening Non-Compliance

You will defend and indemnify the Affiliated Company Entities against any third-party claims arising from your screening practices or your failure to comply with applicable screening laws.

22. Marketing, Messaging, and Communications Preferences

22.1 Email Communications

By using the Services, you consent to receive email communications from the Providing Entity, including but not limited to: (a) transactional emails (account notifications, service updates, security alerts); (b) service-related communications; and (c) marketing and promotional emails (where you have opted in).

22.2 CAN-SPAM Compliance

We will comply with applicable marketing, privacy, and communications laws. Operational details regarding consent, opt-out, and message frequency are described in our Communications Preferences Policy (incorporated by reference).

22.3 Email Preferences

You may manage your email preferences, including opting out of marketing emails, through your account settings or by using unsubscribe links in emails. Opting out of marketing emails will not affect transactional or service-related communications.

22.4 SMS and Text Messaging

Certain Services may send SMS or text messages to mobile phone numbers you provide, including but not limited to: (a) two-factor authentication codes; (b) security alerts; (c) service notifications; and (d) marketing messages (where you have opted in and provided prior express written consent).

22.5 TCPA Compliance

We will comply with applicable marketing, privacy, and communications laws. Operational details regarding consent, opt-out, and message frequency are described in our Communications Preferences Policy (incorporated by reference).

22.6 Opt-Out Procedures

You may opt out of SMS/text messages at any time by: (a) replying "STOP" to any message; (b) updating your preferences in your account settings; or (c) contacting the Providing Entity in writing. Opting out may limit your ability to use certain Services that require SMS verification.

22.7 Message Frequency

The frequency of messages will vary based on your use of the Services and your preferences. You may receive multiple messages per day for transactional or security purposes. Marketing messages will be sent no more frequently than specified at the time of opt-in.

22.8 Message and Data Rates

Standard message and data rates may apply to SMS/text messages. You are responsible for any charges from your mobile carrier.

22.9 Third-Party Communication Services

Email and SMS/text messages may be sent through third-party service providers (including but not limited to SendGrid for email and Twilio for SMS). Such providers are required to comply with applicable laws and maintain appropriate security measures.

23. Electronic Signatures

23.1 Consent to Electronic Transactions

By using Services that involve electronic signatures or electronic document execution, you consent to conduct transactions electronically and agree that electronic signatures have the same legal effect as handwritten signatures.

23.2 ESIGN Act and UETA Compliance

Electronic signatures and electronic records comply with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA), as applicable. Electronic signatures are valid and enforceable to the same extent as handwritten signatures.

23.3 Signature Validity

An electronic signature is valid if it: (a) is executed or adopted by a person with the intent to sign the record; (b) is attached to or logically associated with the record; and (c) meets any additional requirements specified in the applicable Service-Specific Terms or document.

23.4 Right to Paper Copies

You have the right to receive paper copies of electronically signed documents. To request a paper copy, contact the Providing Entity in writing. A reasonable fee may apply.

23.5 Withdrawal of Consent

You may withdraw your consent to electronic transactions by contacting the Providing Entity in writing. Withdrawal of consent will not affect the validity of electronic signatures or transactions completed before withdrawal. Withdrawal may limit your ability to use certain Services.

23.6 System Requirements

To use electronic signature Services, you must have: (a) a device capable of accessing the internet; (b) a valid email address; (c) software that permits you to receive and access PDF files or other electronic documents; and (d) the ability to print or store electronic records.

23.7 Record Retention

Electronically signed documents and signature records are generally retained in accordance with applicable laws and our Data Retention Policy (as referenced in the Privacy Policy or posted at the URL above), subject to legal holds and incident investigations. Current retention periods are set forth in those policies. Unless otherwise required by law, electronically signed documents and signature records are typically retained for at least seven (7) years.

23.8 Third-Party E-Signature Providers

Electronic signatures may be processed through third-party e-signature providers (including but not limited to SignNow). Such providers are required to maintain appropriate security measures and comply with applicable laws. The Providing Entity remains responsible for ensuring compliance with these Terms.

23.9 Audit Trails

Electronic signature systems maintain audit trails that record: (a) the identity of the signer; (b) the date and time of signature; (c) the IP address and device information; (d) the document version signed; and (e) any changes or modifications to the document after signature.

24. Third-Party Services and Data Sharing

24.1 Third-Party Service Providers

The Services integrate with and rely on numerous third-party service providers to deliver functionality. Key examples include payment processors (e.g., Stripe), communication services (e.g., SendGrid, Twilio), identity verification providers (e.g., SumSub), e-signature services (e.g., SignNow), cloud infrastructure providers, database services, and various hardware integrations. A current list of subprocessors and third-party integrations is maintained in the DPA and subprocessor list referenced in Section 8.2. Third-party service providers and integrations may change over time and are governed by the DPA and subprocessor list procedures.

24.2 Data Sharing Disclosures

When you use the Services, certain data may be shared with third-party service providers to: (a) provide, maintain, and improve the Services; (b) process payments and transactions; (c) send communications; (d) verify identity and conduct background checks; (e) store and process data; (f) provide technical infrastructure; and (g) comply with legal obligations.

24.3 Third-Party Terms and Conditions

Your use of third-party services integrated with the Services is subject to the third party's terms and conditions and privacy policies. The Affiliated Company Entities are not responsible for third-party services, their terms, or their privacy practices.

24.4 Subprocessor Disclosures

Third-party service providers that process Personal Data on behalf of the Providing Entity are considered "subprocessors" under applicable data protection laws. The current subprocessor list is maintained in the Data Processing Addendum (DPA) referenced in Section 8.2 and available at https://portal.gridsiteinc.com/legal/dpa. The Providing Entity will provide notice of material subprocessor changes where commercially reasonable (typically at least thirty (30) days in advance) and will process reasonable written objections in good faith in accordance with the DPA.

24.5 Liability Limitations for Third-Party Services

The Affiliated Company Entities are not liable for: (a) the availability, accuracy, or reliability of third-party services; (b) any loss or damage arising from your use of or reliance on third-party services; (c) third-party service outages, interruptions, or failures; or (d) any actions or omissions of third-party service providers.

24.6 Third-Party Service Changes

Third-party services may be modified, suspended, or discontinued at any time by their providers. The Affiliated Company Entities are not responsible for such changes and may, at its discretion, evaluate alternatives or workarounds where feasible; however, it has no obligation to do so.

24.7 Data Transfers to Third Parties

Data shared with third-party service providers may be transferred to and stored in jurisdictions outside your country of residence. The Providing Entity will use appropriate transfer mechanisms (e.g., Standard Contractual Clauses) where required by applicable law, as further described in Section 8.3.

24.8 Security of Third-Party Services

The Affiliated Company Entities use commercially reasonable efforts to select third-party service providers that maintain appropriate security measures, but do not guarantee the security of third-party services. You acknowledge that third-party services have their own security practices and vulnerabilities.

24.9 Your Responsibilities

You are responsible for: (a) reviewing and accepting third-party terms and conditions where required; (b) managing your preferences for third-party services (e.g., email preferences, SMS opt-outs); (c) protecting your credentials for third-party services; and (d) complying with third-party terms and conditions.

25. Accessibility

25.1 Accessibility Commitment

We strive to design and maintain the Services to support accessibility and to meet applicable legal requirements where they apply to the Providing Entity and the relevant Service.

25.2 Reasonable Accommodations

The Affiliated Company Entities will provide reasonable accommodations to individuals with disabilities to ensure equal access to the Services. To request an accommodation, contact the Providing Entity in writing or through your account settings.

25.3 Accessibility Standards

We aim for alignment with WCAG 2.1 AA where commercially reasonable for the relevant Service. Third-party content, integrations, and services accessible through the Services may not meet the same accessibility standards, and the Affiliated Company Entities are not responsible for the accessibility of third-party content.

25.4 Ongoing Improvements

The Affiliated Company Entities continuously work to improve the accessibility of the Services. If you encounter accessibility barriers or have suggestions for improvement, please contact the Providing Entity.

25.5 Accessibility Contact Information

For accessibility-related questions, concerns, or requests, contact: Legal Department, GridSite Technology Inc., 6009 W. Parker Rd., Ste. 149-298, Plano, TX 75074, or by email to [email protected].

25.6 Third-Party Content

Some content accessible through the Services may be provided by third parties. The Affiliated Company Entities are not responsible for the accessibility of third-party content but will use commercially reasonable efforts to work with third parties to improve accessibility.

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GridSite Supplemental Terms (Marketplace Services)

Effective Date: August 1, 2025

These Supplemental Terms are incorporated into and governed by the Affiliated Entities Terms of Service (General Terms) effective January 23, 2026, and remain effective until updated or replaced.

These GridSite Supplemental Terms ("GridSite Terms") form part of the Affiliated Entities Terms of Service ("General Terms") and apply specifically to Services provided by GridSite Technology Inc. ("GridSite"). Capitalized terms have the meaning given in the General Terms.

1. Marketplace Scope

1.1 Listings

GridSite provides an online information platform and marketplace for property listings, infrastructure opportunities, and related services. GridSite does not itself act as a broker, agent, or fiduciary unless explicitly stated in writing. GridSite is an information platform that facilitates connections between parties but does not represent any party in transactions.

1.2 Non-Agency

Unless expressly agreed in writing, GridSite is not your agent, broker, or representative in any transaction. All negotiations and transactions are solely between you and other participants. GridSite does not provide brokerage services, negotiate on behalf of parties, or act as a transaction intermediary.

1.3 Permissible Use

The Marketplace may be used only for lawful, non-discriminatory property-related listings and activities. You may not post content that violates fair housing laws, misrepresents property details, or infringes third-party rights. GridSite reserves the right to remove any listing that violates fair housing laws or contains discriminatory content, and may take down listings that fail to comply with applicable laws or these Terms.

1.4 No Escrow; No Payment Handling; No Closing Services

GridSite does not handle funds, provide escrow, perform closings, draft transaction documents, or provide brokerage, appraisal, legal, tax, or investment advice. Any transaction documents are solely between participants and their chosen professionals.

2. Content & Listings

2.1 Accuracy

You are solely responsible for the accuracy and completeness of your listings and other content.

2.2 MLS / Third-Party Data

Where listings incorporate MLS or third-party feeds, your use is subject to the applicable MLS or third-party terms.

2.3 Removal

GridSite may remove or edit any listing or content in its reasonable discretion, including for suspected inaccuracy, illegality, non-compliance with policy, or violation of fair housing laws. GridSite does not guarantee the accuracy of MLS data or third-party data feeds incorporated into listings.

3. Fees & Payments

3.1 Fees

Fees for listing, promotion, or enhanced services will be disclosed at the point of purchase. Each paid listing fee entitles the user to publish one listing and, after initial submission and approval, to un-list and make one subsequent revision and re-submission of that same listing without incurring an additional fee. Any further un-listing, modification, or re-listing of that item beyond the first revision will require payment of the then-current re-listing fee. GridSite may, at its discretion, offer additional promotional or enhanced re-listing options at separately disclosed rates.

3.2 No Guarantee

Payment of listing fees does not guarantee visibility, placement, or transaction success.

3.3 Separate Transactions

GridSite is not a party to, and has no responsibility for, payments or transactions between buyers, sellers, lessors, lessees, or service providers.

3.4 Escrow and Transaction Security

GridSite does not provide escrow services or hold funds in escrow. All transactions are conducted directly between parties. GridSite is not responsible for: (a) the security of transactions between parties; (b) the performance of contractual obligations; (c) the quality, condition, or legality of listed properties or services; or (d) the accuracy of information provided by listing parties.

3.5 Transaction Disputes

Disputes between marketplace participants (buyers, sellers, lessors, lessees, service providers) are solely between those parties. GridSite is not obligated to mediate, arbitrate, or resolve disputes. Parties are encouraged to resolve disputes directly or through appropriate legal channels. GridSite may, in its reasonable discretion, remove listings or suspend accounts involved in disputes, but assumes no obligation to do so.

3.6 Refund Policies

Listing fees are non-refundable except where: (a) GridSite fails to publish a listing due to technical error; (b) a listing is removed by GridSite due to error on GridSite's part; or (c) otherwise required by law. Refund requests must be submitted in writing within thirty (30) days of the fee payment. GridSite does not provide refunds for failed transactions between marketplace participants.

4. Disclaimers & Limitations

4.1 No Warranty on Valuations

Any analytics, estimates, or projections (e.g., property values, power availability, site scoring) are for informational purposes only and provided "AS IS."

4.2 No Due Diligence

GridSite does not conduct independent verification of listings. You must perform your own due diligence.

4.3 Regulatory Compliance

You are solely responsible for compliance with applicable licensing, brokerage, fair-housing, zoning, and other regulations.

4.4 Broker Relationship Disclaimers

GridSite is not a licensed real estate broker, agent, or fiduciary unless explicitly stated in writing. GridSite does not: (a) represent any party in transactions; (b) provide real estate brokerage services; (c) negotiate on behalf of parties; or (d) provide legal, financial, or investment advice. You should consult with licensed professionals (real estate brokers, attorneys, financial advisors) before entering into transactions.

5. Governing Law; Disputes

Disputes arising from GridSite Services will be governed by Texas law and resolved in accordance with Section 15 (Dispute Resolution) of the General Terms, which provides for binding arbitration in Collin County, Texas, unless otherwise required by applicable real-estate law or as specified in a mutually executed Order Form.

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ComputeComplete Supplemental Terms (SaaS, API, Construction & Professional Services)

Effective Date: August 1, 2025

These Supplemental Terms are incorporated into and governed by the Affiliated Entities Terms of Service (General Terms) effective January 23, 2026, and remain effective until updated or replaced.

These ComputeComplete Supplemental Terms ("ComputeComplete Terms") form part of the General Terms and apply specifically to Services provided by ComputeComplete Inc. ("ComputeComplete"). Capitalized terms have the meaning given in the General Terms.

1. Service Scope

1.1 Platform

ComputeComplete provides a SaaS platform for lifecycle management of infrastructure projects, including modules for planning, deployment, operations, compliance, and integrations.

1.2 APIs & SDKs

APIs and SDKs are provided solely under these Terms, subject to usage caps, rate limits, and license restrictions set forth in documentation, Order Forms, or API keys.

1.3 Professional & Construction Services

ComputeComplete may also provide professional services, including consulting, integration, engineering design, construction management, installation oversight, commissioning, compliance audits, or training (collectively, "Professional Services"). Professional Services may be performed directly by ComputeComplete personnel or through approved subcontractors.

2. Accounts & Subscriptions

2.1 Subscription Tiers

SaaS access is provisioned on a subscription basis as set forth in your Order Form.

2.2 Usage Metrics

Some subscriptions are metered; overages are billed monthly in arrears.

2.3 Trial Access

Free trials are for evaluation only and exclude SLA, support, or continuity commitments.

2.4 Accounts for Services

To receive Professional Services, you may be required to create a project account, designate project contacts, and supply necessary access credentials, documents, and approvals.

3. Service Level Commitments (SaaS)

3.1 Uptime

ComputeComplete targets 99.5% monthly uptime for paid SaaS Services, excluding scheduled maintenance and force majeure events.

3.2 Remedies

Sole remedy for SLA breach is service credits applied to future invoices.

3.3 Exclusions

Beta features, free accounts, third-party integrations, and Professional Services are excluded from SLA commitments.

4. Data & Security

4.1 Customer Content

Customer Content may include project data, infrastructure data, engineering drawings, schedules, or related records. Processing is governed by the DPA.

4.2 Security Measures

ComputeComplete maintains administrative, technical, and physical controls designed to protect the security, confidentiality, and integrity of Customer Content. Additional security information is available upon request by contacting [email protected].

4.3 Backups

ComputeComplete takes commercially reasonable steps to back up SaaS data but does not guarantee recovery of deleted or overwritten data. Backup obligations do not extend to physical documents or construction records provided during Professional Services.

5. Professional & Construction Services

5.1 Statements of Work

Professional Services will be described in one or more mutually executed Statements of Work ("SOWs"), which specify scope, deliverables, assumptions, responsibilities, schedule, and fees.

5.2 Customer Responsibilities

You will (a) provide timely access to facilities, personnel, data, permits, and approvals; (b) ensure compliance with workplace health and safety rules; and (c) designate a project manager to coordinate with ComputeComplete.

5.3 Site Conditions

Unless expressly stated in an SOW, ComputeComplete is not responsible for unknown site conditions, pre-existing defects, hazardous materials, or delays caused by third parties.

5.4 Permits & Licenses

Customer remains responsible for obtaining and maintaining required permits, licenses, or regulatory approvals unless expressly assumed by ComputeComplete in writing.

5.5 Deliverables

Deliverables (e.g., drawings, reports, specifications) are provided for the Customer's internal use only and may not be reused or resold without ComputeComplete's consent.

5.6 Warranty Disclaimer

Professional Services are provided on a best-efforts basis only. ComputeComplete does not warrant achievement of specific project outcomes, budgets, schedules, or performance metrics unless expressly guaranteed in an SOW. Professional Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

5.7 Subcontractors

ComputeComplete may engage qualified subcontractors to perform portions of Professional Services. ComputeComplete remains responsible for their compliance with this Agreement.

5.8 Payment Terms

Unless otherwise set forth in an SOW, Professional Services are billed monthly on a time-and-materials basis, net 30. Materials, travel, and expenses are billed at cost plus applicable handling charges.

5.9 Change Orders

Material scope changes must be documented in a written Change Order signed by both parties.

5.10 Professional Liability Limitations

ComputeComplete's liability for Professional Services is limited as set forth in Section 13 of the General Terms. ComputeComplete does not assume professional liability for: (a) engineering design errors unless resulting from gross negligence or willful misconduct; (b) construction defects unless caused by ComputeComplete's direct negligence; (c) delays caused by third parties, weather, or force majeure events; (d) cost overruns unless caused by ComputeComplete's material breach; or (e) regulatory non-compliance unless ComputeComplete expressly assumed responsibility in writing.

5.11 Construction-Specific Disclaimers

For construction management and installation services: (a) ComputeComplete does not warrant that construction will be completed free of defects; (b) warranties for construction work are limited to those provided by contractors and subcontractors; (c) ComputeComplete is not responsible for latent defects discovered after completion; (d) site conditions, soil conditions, and environmental factors may affect construction outcomes; and (e) compliance with building codes and regulations is the responsibility of licensed contractors and engineers.

5.12 Engineering Services Disclaimers

For engineering design and consulting services: (a) designs are based on information provided by Customer and assumptions stated in the SOW; (b) ComputeComplete does not warrant that designs will meet all possible use cases or future requirements; (c) Customer is responsible for verifying designs meet applicable codes and regulations; (d) engineering services do not include construction observation unless expressly included in the SOW; and (e) designs may require modification based on actual site conditions discovered during construction.

5.13 Site Condition Disclaimers

Unless expressly stated in an SOW, ComputeComplete is not responsible for: (a) unknown or concealed site conditions; (b) pre-existing defects or hazardous materials; (c) soil conditions, groundwater, or environmental contamination; (d) access restrictions or easement issues; (e) utility availability or capacity limitations; or (f) zoning, permitting, or regulatory compliance issues. Customer is responsible for conducting site investigations and providing accurate site information.

5.14 Permit and Regulatory Compliance

Customer remains responsible for obtaining and maintaining all required permits, licenses, approvals, and regulatory compliance unless expressly assumed by ComputeComplete in writing. ComputeComplete may assist with permit applications but does not guarantee approval. Delays in permitting are not grounds for claims against ComputeComplete unless caused by ComputeComplete's material breach.

5.15 No Engineer of Record; No General Contractor Role (Unless Expressly Stated)

Unless expressly stated in a mutually executed SOW, ComputeComplete is not acting as the Engineer of Record, architect of record, or licensed general contractor for any project. Customer remains responsible for engaging appropriately licensed professionals where required by law.

6. Compliance; Health & Safety

6.1 Customer Duty

Customer is responsible for maintaining a safe work environment at all project sites, including compliance with OSHA, NFPA, building codes, and other applicable laws.

6.2 Indemnity

Customer will indemnify ComputeComplete against claims arising from unsafe site conditions, Customer's contractors, or Customer's failure to comply with applicable laws.

6.3 Insurance

Each party will maintain industry-standard commercial general liability and workers' compensation insurance for the duration of Professional Services. Proof of insurance will be provided upon request.

7. Governing Law; Disputes

Disputes arising from ComputeComplete Services will be governed by the laws of the State of Texas, without regard to conflicts of law, with mandatory arbitration under Section 15 of the General Terms.

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Vendor Network Agreement (ComputeComplete Entity)

Effective Date: August 1, 2025

These Supplemental Terms are incorporated into and governed by the Affiliated Entities Terms of Service (General Terms) effective January 23, 2026, and remain effective until updated or replaced.

This Vendor Network Agreement ("Vendor Agreement") is entered into between ComputeComplete Inc. ("ComputeComplete") and the company or individual agreeing below ("Vendor"). This Agreement governs participation in the ComputeComplete Vendor Network (the "Network").

1. Scope

1.1 Network Purpose

The Network connects Vendors offering professional services (consulting, project management, installation, maintenance, compliance, etc.) with customers using ComputeComplete.

1.2 Independent Contractors

Vendors act solely as independent contractors. Nothing in this Agreement creates employment, partnership, or agency. Vendors have no authority to bind ComputeComplete.

2. Eligibility & Requirements

2.1 Registration

Vendors must maintain a current account and provide accurate company information, licenses, and insurance.

2.2 Compliance

Vendors must comply with all applicable laws, including licensing, safety, data protection, anti-bribery, and employment laws.

2.3 Background & Vetting

ComputeComplete may require background checks, certifications, or verification of credentials. Vendors must: (a) consent to background checks for Vendor and Vendor personnel; (b) provide accurate information for screening purposes; (c) promptly notify ComputeComplete of any changes that may affect eligibility (e.g., new criminal convictions); and (d) comply with background check requirements as set forth in our Privacy Policy (available at https://portal.gridsiteinc.com/privacy). Background checks may be conducted by third-party screening providers, and Vendors must authorize such checks.

2.4 Vendor Screening Obligations

Vendors are responsible for: (a) screening their own personnel and subcontractors; (b) maintaining current licenses, certifications, and insurance; (c) verifying credentials and qualifications; (d) conducting reference checks; and (e) ensuring compliance with applicable employment and contractor laws. ComputeComplete may audit Vendor screening practices and require evidence of compliance.

2.5 Vendor Data Handling Requirements

Vendors must handle Customer Data and other confidential information in accordance with Section 5 (Confidentiality & Data) and applicable privacy laws. Vendors must: (a) use Customer Data only for the purpose of performing engagements; (b) implement appropriate security measures; (c) limit access to authorized personnel; (d) return or securely destroy Customer Data upon completion of engagements or termination; and (e) comply with data breach notification requirements.

3. Listings & Engagements

3.1 Profiles

Vendor profiles must be accurate and up-to-date.

3.2 Engagements

All engagements are between Vendor and the Customer. ComputeComplete is not a party and assumes no responsibility for Vendor performance, deliverables, or payments.

3.3 Ratings & Feedback

Vendors consent to collection and display of ratings, reviews, and performance data.

3.4 Non-Circumvention (Fee Avoidance)

Vendor will not knowingly use introductions made through the Network to enter into an engagement with a Customer for the primary purpose of avoiding ComputeComplete's disclosed referral or transaction fees. This restriction applies to engagements entered into during the term and for twelve (12) months following the introduction (or, if later, termination of this Agreement), and does not restrict Vendor from engaging in relationships independently sourced without use of Network introductions.

4. Fees & Payments

4.1 Network Fees

ComputeComplete may charge Vendors listing fees, referral fees, or transaction fees as disclosed in the Vendor Portal.

4.2 Survival of Fees

Vendor's obligation to pay referral or transaction fees survives termination of this Agreement. ComputeComplete remains entitled to fees for any Customer introductions, referrals, or opportunities made prior to termination, including any resulting engagements entered into within twelve (12) months after termination.

4.3 Payment Processor

Payments are facilitated by third-party payment processors under their terms.

4.4 Audit Rights

ComputeComplete may audit Vendor's records reasonably related to engagements with Customers for the purpose of confirming compliance with fee obligations.

4.5 No Guarantee

ComputeComplete does not guarantee any minimum number of leads or engagements.

5. Confidentiality & Data

5.1 Customer Data

Vendors must handle any Customer Data only for the purpose of performing engagements, in compliance with privacy laws.

5.2 Non-Disclosure

Vendors may not disclose or misuse any non-public information obtained through the Network.

5.3 Return/Destruction

Upon termination, Vendor must return or securely destroy all non-public information obtained through the Network unless required by law to retain it.

6. Termination

6.1 At Will

Either party may terminate Vendor participation in the Network at any time with or without cause.

6.2 Suspension

ComputeComplete may suspend or terminate Vendors for suspected non-compliance, poor performance, or risk to customers.

6.3 Survival

Sections 3.4, 4.1–4.4, 5, 6.3, and 7 survive termination. Termination does not relieve Vendor of obligations accrued prior to termination.

7. Indemnification

7.1 By Vendor

Vendor will defend, indemnify, and hold harmless ComputeComplete and its affiliates, officers, directors, employees, and agents against claims, damages, or expenses arising from: (a) Vendor's services or deliverables; (b) Vendor's violation of this Agreement or applicable law; or (c) Vendor's negligence, willful misconduct, or breach of third-party rights.

8. Governing Law

This Vendor Agreement is governed by Texas law, with mandatory arbitration under Section 15 of the General Terms.

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Powered by GridColo and GridColo Inside Supplemental Terms (Licensing)

Effective Date: January 23, 2026

These Powered by GridColo and GridColo Inside Supplemental Terms ("GridColo Licensing Supplemental Terms") form part of the Affiliated Entities Terms of Service (General Terms) and apply to participation in either (a) the Powered by GridColo Program or (b) the GridColo Inside Program (each, a "Licensed Program"). Capitalized terms not defined here have the meanings in the General Terms.

1. Program Structure and License Grant

1.1 Nature of Program

Each Licensed Program is a licensing and standards-adoption framework. This is a license, not a franchise, partnership, agency, or joint venture.

1.2 Grant of License

Subject to continuous compliance with these Supplemental Terms and all published policies, GridSite Technology Inc. ("GridSite") grants Licensee a non-exclusive, non-transferable, revocable license to use the applicable Program name and marks solely for the facility approved under the Licensed Program (the "Licensed Facility"). All rights not expressly granted are reserved.

1.3 No Transfer or Sublicense

Licensee may not assign, transfer, or sublicense Program rights without GridSite's prior written consent. Any unauthorized assignment is void.

1.4 Rates and Financial Terms

Fees, royalties, and service rates for the Licensed Program will be set forth in a separate Rate Schedule / License Fee Agreement (an "Order Form" under Section 0.4 of the General Terms) incorporated by reference herein.

2. Facility Qualification and Certification

2.1 Tier Requirements

To use a specific Tier designation (Bronze, Silver, Gold, or Platinum), the Licensed Facility must satisfy the then-current technical, operational, safety, security, and compliance criteria published in the GridColo Standards Portal (collectively, the "GridColo Standards").

2.2 Verification and Audit

GridSite and its designated inspectors may audit, inspect, and test Licensed Facilities during normal business hours or as reasonably necessary for incident response or emergency situations. GridSite will provide reasonable notice where practicable, except in emergency situations or where notice would compromise the integrity of the inspection. Licensee will provide timely access to sites, equipment, records, and personnel as reasonably requested, subject to reasonable safety and security protocols and coordination with on-site management.

2.3 Non-Compliance

If a Licensed Facility fails to maintain its Tier or violates Program rules, GridSite may direct corrective actions, downgrade, suspend, or revoke the license until remedied.

3. Personnel Credentialing and Security Eligibility

3.1 Enrollment and Screening

All personnel granted access to secure or restricted areas ("Credentialed Personnel") must complete GridSite's enrollment, submit required information, and consent to background screening in accordance with applicable law.

3.2 Disqualifying Offenses and Eligibility Periods

GridSite may deny or revoke credentials based on criminal convictions as follows (subject to individualized assessment permitted by law):

Offense Category	Example Convictions	Ineligibility Period
Permanent Ban	Treason, Espionage, Murder, Aggravated Kidnapping, Terrorism, Human Trafficking, Aggravated Sexual Assault	Permanent
Class A/B Felony: Violent or Major Financial Crimes	Armed Robbery, Arson, Major Fraud, Felony Bribery	10 years post-release
Class C Felony / Serious Non-Violent	Burglary, Identity Theft, Weapons Offenses not involving violence	5 years post-release

Note: Minor traffic violations and other non-relevant minor offenses are not disqualifying under this Program. Eligibility determinations will be made consistent with applicable law, including any individualized assessment requirements under fair chance laws, ban-the-box laws, or similar state and local laws.

3.3 Discretionary Authority

GridSite may, in its reasonable discretion, approve, deny, suspend, or revoke any individual's credential for safety, security, or compliance reasons, consistent with applicable law.

3.4 Recording Consent & Signage

Licensee will ensure that all Credentialed Personnel and visitors receive notice and consent to the presence and use of audio/video recording throughout the Licensed Facility. Licensee must display and maintain GridSite-standard signage indicating that recording is in progress. Recording practices must comply with our Privacy Policy (available at https://portal.gridsiteinc.com/privacy) and applicable state wiretapping laws.

3.5 Post-Approval Convictions

Licensee must require Credentialed Personnel to promptly report (and Licensee must notify GridSite of) any new criminal conviction occurring after approval. GridSite may reassess eligibility, and credentials may be revoked or suspended based on the new information.

3.6 Biometric Data Collection Requirements

Licensee must comply with our Privacy Policy (available at https://portal.gridsiteinc.com/privacy) when collecting biometric data for access control or credentialing purposes. Licensee must: (a) obtain written consent before collecting biometric identifiers; (b) provide required disclosures; (c) maintain appropriate retention and deletion policies; (d) ensure third-party processors comply with biometric privacy laws; and (e) honor deletion requests subject to legal requirements.

3.7 Background Check Requirements

Licensee must comply with our Privacy Policy (available at https://portal.gridsiteinc.com/privacy) when conducting background checks for Credentialed Personnel. Licensee must: (a) obtain proper authorization and provide FCRA disclosures; (b) follow pre-adverse and adverse action procedures; (c) provide dispute mechanisms; (d) ensure third-party screening providers comply with FCRA; and (e) maintain appropriate record retention.

3.8 Data Retention Requirements

Licensee must maintain records in accordance with our Privacy Policy (available at https://portal.gridsiteinc.com/privacy), including: (a) operations and safety records (at least 7 years); (b) credentialing and background check records (up to 7 years from date of report); (c) biometric data (no more than 3 years from last interaction); (d) video/audio recordings (up to 90 days unless related to incidents); and (e) customer interaction records (at least 7 years or as required by law).

4. Operational Requirements

4.1 Standards and Policies

Licensee will comply with all policies, procedures, rules, and standards published by GridSite through the portal, including those relating to operations, safety, branding, security, data handling, environmental controls, and customer interaction.

4.2 Monitoring and NOC Integration

All Licensed Facilities must be connected to and continuously monitored via GridSite's Network Operations Center ("NOC Services"). Licensee will implement and maintain required network connectivity, devices, telemetry, and incident-response workflows per GridSite specifications.

4.3 Inspection Rights

GridSite's credentialed personnel may enter the Licensed Facility during normal business hours or as reasonably necessary for incident response or emergency situations for inspection, audit, testing, incident response, or verification. GridSite will provide reasonable notice where practicable, except in emergency situations or where notice would compromise the integrity of the inspection. Inspections will be conducted in compliance with applicable safety regulations and site rules, and GridSite will coordinate with on-site management where reasonably practicable. Refusal of access is a material breach.

4.4 Branding and Presentation

Use of GridColo marks, signage, and digital assets must follow the GridColo Brand Guidelines. Licensee may not alter, co-brand, or use marks in a manner likely to confuse as to ownership or operation.

4.5 Recordkeeping

Licensee will maintain operations, safety, credentialing, and customer-interaction records for at least seven (7) years or longer where required by law and will provide such records to GridSite upon request.

4.6 Customer Service & Reputation

Licensee must maintain professional customer service, timely communications, and fair dealing consistent with the GridColo Standards. Licensee must not engage in conduct (onsite, online, or otherwise) that tarnishes, disparages, or brings into disrepute GridSite, the Licensed Program, or the GridColo brand. GridSite may issue directives to remediate reputational risk; failure to comply is a material breach.

4.7 Operator Responsibility; Refusal of Service

Licensee is solely responsible for: (a) the safety, suitability, and regulatory compliance of the site, systems, personnel, and operations; (b) all permits, inspections, and AHJ interactions; and (c) ensuring that third-party contractors comply with applicable law and the GridColo Standards. GridSite may refuse or discontinue any service (including NOC Services, inspections, or certification activities) where, in GridSite's discretion, continued service presents safety, security, legal, reputational, or compliance concerns.

5. Compliance, Suspension, and Termination

5.1 Corrective Action

Upon written notice of deficiencies, Licensee must implement corrective measures within the timeframe specified by GridSite (or, if none specified, within ten (10) days).

5.2 Suspension/Revocation Triggers

GridSite may immediately suspend or revoke any license or service if it determines that continuing operation poses a risk to safety, security, compliance, or brand integrity, including customer-service failures or reputational harm; repeated or material standards violations; credentialing failures; or non-payment.

5.3 Effect of Suspension/Termination

Upon suspension, revocation, or termination, Licensee must, within ten (10) days (or a shorter period if reasonably required to prevent risk): (a) cease all use of GridColo marks; (b) remove Program signage and digital references; (c) disconnect from NOC Services as directed; and (d) return or destroy confidential materials. GridSite may immediately cease providing any or all services (including NOC Services) and may implement technical or administrative measures to enforce cessation. All outstanding fees remain due.

6. Independent Status; No Franchise

6.1 Independent Operators

Licensees operate independently and are not agents, partners, fiduciaries, or employees of GridSite or its affiliates.

6.2 No Franchise

Nothing in these Supplemental Terms or Program materials constitutes a franchise, business opportunity, or profit-sharing arrangement under the U.S. Franchise Rule (16 C.F.R. Part 436) or any state franchise law. Licensee acknowledges no franchise disclosure document is provided; all fees are solely for licensing and services. Licensee is not granted an exclusive territory. Licensee is not required to purchase goods or services from GridSite as a condition of the license except as expressly stated in an Order Form for optional services. No marketing fund is required unless expressly agreed in an Order Form.

7. Warranties; Liability; Damages Cap (Program-Specific)

7.1 No Duty to Validate Site Suitability

GridSite does not warrant or represent the safety, structural sufficiency, code compliance, or fitness of the Licensed Facility or any equipment. Any templates, checklists, or recommendations are informational only; Licensee remains solely responsible for site decisions, code compliance, and operations.

7.2 Disclaimer; No Guarantees

To the maximum extent permitted by law and in addition to the disclaimers in Section 11 of the General Terms, all Licensed Program services (including audits, inspections, NOC Services, and certifications) are provided "AS IS" and "AS AVAILABLE." GridSite does not guarantee any Tier certification, uptime, incident prevention, or specific outcomes.

7.3 Exclusion of Certain Damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive, loss-of-profits, business interruption, or loss-of-data damages arising out of or relating to the Licensed Program.

7.4 Damages Cap (Superseding for Program)

Notwithstanding Section 13.1 of the General Terms, the aggregate liability of GridSite and its affiliates arising from or related to the Licensed Program (including NOC Services and certification activities) is capped at fifty percent (50%) of fees actually paid by Licensee for the Licensed Program in the six (6) months preceding the event giving rise to liability. This Section 7.4 controls over inconsistent limitations in the General Terms solely for Licensed Program claims.

7.5 Indemnity—Operator Risks

Licensee will defend and indemnify GridSite and its affiliates against third-party claims arising from site conditions, site operations, Licensee's contractors, or Licensee's violation of law or these Supplemental Terms.

8. Miscellaneous

8.1 Precedence

These Supplemental Terms supplement the General Terms and control in the event of conflict with respect to the Licensed Program.

8.2 Updates

GridSite may update Program requirements and standards through the portal. Continued participation after the effective date of an update constitutes acceptance.

8.3 Survival

Sections 3–7 and 8 survive termination of any license.

8.4 Notices; Communications

Notices under these Supplemental Terms will follow Section 17 of the General Terms and may also be delivered through the GridColo portal.