This Master Subscription Agreement (this "Agreement") sets forth the terms and conditions under which EQSeer LLC ("EQSEER") agrees to provide its EQSeer Platform (the "Platform") along with the AI-powered software solutions specified and described in the Order Form (the "Modules") (collectively the "Service") to the entity identified on the Order Form ("Customer").
§ 01 License Grant and Restrictions
Subject to the terms of this Agreement and Order Form, including without limitation the timely payment of applicable fees, EQSEER grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide, and limited license to access and use the Service during the Term, solely for Customer's internal business purposes ("Internal Business Purposes"). No rights are granted in the Service to Customer except as expressly stated herein. Customer shall not decompile, reverse engineer, disassemble, derive source code or models from, modify, copy, sell, lease, distribute, disclose or create derivative works of the Service.
§ 02 Authorized Users
Only designated, named users who are employees or authorized contractors of Customer are permitted to access and use the Service ("Users"). Customer may designate an "Admin User" who may add, remove, or reassign User accounts, provided the total number of active Users does not exceed the licensed seats specified in the applicable Order Form. User credentials are personal and may not be shared.
§ 03 Term and Renewal; Termination
This Agreement is effective on the Contract Start Date specified in the Order Form and remains in force for the Initial Term specified in the Order Form. It renews automatically for the same successive periods unless either party delivers written notice of non-renewal at least 30 days before the end of the then-current term. Each party may terminate this Agreement and Order Form if the other party commits a breach and fails to cure the breach within 30 days of receipt of written notice from the non-breaching party. Neither this Agreement nor the Order Form may be terminated by either party for convenience.
§ 04 Intellectual Property and Proprietary Rights
EQSEER retains all rights, title, and interest in and to the Service, including the Platform, Modules, underlying AI models, software, algorithms, compiled knowledge structures, and all related intellectual property rights. The Service — including all updates, enhancements, new versions, derivative works, copyrights, patents, trade secrets, and database rights — is the exclusive property of EQSEER.
§ 05 Acceptable Use of the Platform
Each User may access the Service only through their assigned credentials. Customer shall ensure that Users maintain the confidentiality of their passwords and take reasonable steps to prevent unauthorized access. Customer is responsible for all activity occurring under its User accounts. The following are expressly prohibited:
- Sharing credentials between Users.
- Using the Service to train, fine-tune, or develop competing AI models or products.
- Uploading content that infringes third-party intellectual property or privacy rights.
- Automated scraping or bulk extraction of Service outputs beyond licensed use.
- Any use that violates applicable law or regulation.
§ 06 Customer Data
"Customer Data" means all data, documents, videos, audio files, and other content uploaded by Customer to the Platform in connection with the Service. Customer Data remains the exclusive property of Customer. EQSEER does not sell or share Customer Data with third parties except as required to deliver the Service or as Customer expressly authorizes.
Customer hereby grants EQSEER a non-exclusive, worldwide, royalty-free license to store, process, index, analyze, and use Customer Data solely as necessary to provide, support, and improve the Service for Customer. EQSEER implements industry-standard security controls within AWS to protect Customer Data at rest and in transit. Customer is responsible for ensuring it has the right to upload any data or content it submits to the Platform.
§ 07 AI-Generated Knowledge Base and Platform Output
"Output" means synthesized knowledge, AI model outputs, process inferences, event analyses, dashboards, benchmarks, and other content generated by EQSEER's AI systems contained in the Service through processing Customer Data and publicly available information. Output is the property of EQSEER.
EQSEER grants Customer a non-exclusive, non-transferable, limited license to access and use Output during the Term, solely for Internal Business Purposes. EQSEER makes no warranty that Output is accurate, complete, or current, and Customer shall apply independent judgment before using or acting on any Output.
§ 08 Data Security and Cloud Infrastructure
The Service is hosted on Amazon Web Services (AWS) and benefits from AWS's enterprise-grade security and compliance certifications. EQSEER will implement and maintain commercially reasonable administrative, physical, and technical safeguards appropriate to the nature of Customer Data. In the event of a confirmed data breach affecting Customer Data, EQSEER will notify Customer without undue delay in accordance with applicable law.
§ 09 Service Levels and Technical Support
9.1 Availability
EQSEER will use commercially reasonable efforts to make the Platform available on a 24 × 7 × 365 basis with a target monthly uptime of 99.0%, measured on a calendar-month basis. The uptime calculation excludes: (a) scheduled maintenance windows; (b) emergency maintenance; (c) outages, degradations, or service interruptions caused by Amazon Web Services or other third-party infrastructure or telecommunications providers; (d) outages or issues caused by Customer, Customer Data, Customer's systems or integrations, or Customer's failure to follow documented requirements; (e) Force Majeure events; and (f) any suspension of the Services permitted under this Agreement.
9.2 Technical Support
EQSEER will provide reasonable resources to support troubleshooting and use of the Platform during Support Hours. "Support Hours" means 9:00 AM to 5:00 PM Central Time, Monday through Friday, excluding U.S. public holidays. EQSEER will provide email and online support during Support Hours for assistance in identifying and resolving Errors. As used herein, "Error" means a defect in the Platform that prevents it from performing materially in accordance with its documentation. Extended support coverage, including after-hours, weekend, and on-call response, is available as a paid Premium Support add-on under a separate Order Form or Statement of Work.
EQSEER will provide Customer with no less than five (5) business days' prior notice of any scheduled upgrades or maintenance reasonably expected to materially affect Platform availability. Any non-scheduled or emergency maintenance that materially impacts Platform availability will be communicated to Customer within twenty-four (24) hours of EQSEER's discovery of such event.
9.3 Severity Incident Levels
| Severity Level | Definition |
|---|---|
| Severity 1 — Critical | The Platform is down, inoperable, inaccessible, or otherwise materially ceases operation; or performance/non-performance of the Platform prevents useful work from being done. |
| Severity 2 — Major | The Platform is severely limited or degraded, major functions are not performing properly, or the situation is causing significant impact to Customer's operations or productivity; or the Platform has been interrupted but recovered with high risk of recurrence. |
| Severity 3 — Moderate | Partial loss of application functionality or performance that impacts multiple users. A minor feature or function failure may be present with a convenient workaround available. |
| Severity 4 — Minor | A minor or cosmetic problem with minimal business impact: localized or isolated impact, non-essential function failure, operational nuisance, documentation errors, configuration adjustments, or any failure not qualifying as Severity 1, 2, or 3. |
9.4 Incident Response and Resolution Times
EQSEER will use commercially reasonable efforts to respond to and work to resolve reported Errors in accordance with the following targets. The targets below are objectives and not guaranteed performance standards.
| Severity | Initial Response | Temporary Resolution | Final Resolution |
|---|---|---|---|
| Severity 1 | 4 Business Hours from receipt of notice or discovery | 1 Business Day (commercially reasonable efforts) | 30 days (commercially reasonable efforts) |
| Severity 2 | 1 Business Day | 5 Business Days (commercially reasonable efforts) | Commercially reasonable efforts |
| Severity 3 | 3 Business Days | Commercially reasonable efforts | Commercially reasonable efforts |
| Severity 4 | 5 Business Days | At EQSEER's discretion | At EQSEER's discretion |
9.5 Definitions
(a) "Initial Response" means a written or electronic acknowledgment from EQSEER to Customer confirming receipt of a reported Error and assignment of a Severity Level; (b) "Temporary Resolution" means a workaround, configuration change, or patch that restores material Platform functionality in accordance with its documentation pending a Final Resolution; and (c) "Final Resolution" means a permanent fix implemented and incorporated into the Platform restoring full functionality in accordance with its documentation.
9.6 Service Reviews
Upon Customer's reasonable request and no more frequently than once per calendar quarter, EQSEER will engage in a review session with Customer to analyze ongoing issues with the Platform, examine root causes of both resolved and unresolved problems, and discuss methods of improving the Platform generally.
§ 10 Confidentiality
"Confidential Information" means any non-public information disclosed by either party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely to perform obligations under this Agreement. This obligation survives termination of the Agreement for a period of three (3) years.
§ 11 Limitation of Liability
IN NO EVENT SHALL EQSEER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND — INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM — ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF CAUSE OF ACTION AND REGARDLESS OF WHETHER EQSEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EQSEER'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EQSEER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
BECAUSE THE SERVICE IS A DECISION SUPPORT TOOL, CUSTOMER EXPRESSLY WAIVES ANY CLAIM ARISING FROM CUSTOMER'S RELIANCE ON AI OUTPUTS AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT.
§ 12 Warranties and Disclaimers
EQSEER warrants that: (a) it has the authority to enter into this Agreement; (b) the Platform will perform materially in accordance with its documentation during the Term; and (c) it will not knowingly introduce malware into the Platform.
EXCEPT AS EXPRESSLY STATED ABOVE, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EQSEER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EQSEER DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
12.1 AI Decision Support Disclaimer
The Service is a decision support tool only. AI-generated outputs, recommendations, responses, and analyses provided through the Service are intended solely to assist authorized users in making informed decisions. They do not constitute, and shall not be relied upon as, automated decisions, professional advice, or final determinations of any kind.
All end users are solely responsible for independently evaluating AI outputs and exercising their own professional judgment before acting on any information provided by the Service. EQSeer AI models may produce inaccurate, incomplete, or context-inappropriate outputs. Customer expressly acknowledges this limitation by accepting this Agreement.
§ 13 General Provisions
Governing Law and Jurisdiction
This Agreement and any dispute arising hereunder is governed by the laws of the State of Wisconsin, without regard to conflicts of law principles, and shall be subject to the federal and state courts located in Calumet County, Wisconsin.
Entire Agreement
This Agreement, together with the applicable Order Form and any attached Schedules or Statements of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
Amendments
No amendment to this Agreement is valid unless made in writing and signed by authorized representatives of both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force.
Notices
All legal notices must be in writing and delivered by email with read-receipt confirmation or certified mail to the addresses on the applicable Order Form. Notices to EQSEER shall be sent to Attention: Legal Counsel.
Export Compliance
Customer warrants that it is not located in, or controlled by any person located in, any jurisdiction subject to U.S. export sanctions, and will comply with all applicable U.S. export control laws and regulations in its use of the Service. Customer shall not export, re-export or provide access to the Service in violation of such laws and regulations.
Force Majeure
Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including without limitation acts of God, cyberattacks, riots, embargoes, natural disasters, war, terrorism, or government actions.