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October 31, 2023

Terms of Service

Welcome to InfraSight Software (“InfraSight”). By creating an account, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you may not use the Website, create an account, or use the InfraView Platforms.

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1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to www.infrasightsoftware.com or www.infrasightsc.com (“Website”) and associated InfraView Platform (“Platform”).  Use of the products or services provided by InfraSight may require your assent to additional agreements other than these Terms of Use. This Agreement may be amended at any time by InfraSight from time to time without specific notice to you. The latest Agreement will be posted on the Website, and you should review this Agreement prior to using the Website and/or Platform.

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2. Eligibility.

To use the Website and Platform you must be, and represent and warrant that you are, 18 years of age or older, and competent to agree to this Agreement. If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity). If InfraSight has previously prohibited you from accessing or using the Website and/or Platform, you are not permitted to access or use the Website and/or Platform.

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3. Use Limited to the United States of America.

The Platform and Website are controlled and operated by InfraSight from its offices in the United States of America. Use of the Website and associated Platform by persons residing outside of the United States and its territories will be subject to this Agreement and applicable local law. Any access of the Website or Platform by persons outside of the United States will require compliance with local law and any non-compliant use will result in termination of your InfraSight account. InfraSight expressly disclaims all liability resulting from use of the Website or Platform outside of the United States.

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4. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Website and Platform are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Website or Platform, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Website or Platform. The posting of information or materials on the Website or Platform does not constitute a waiver of any right in such information and materials.

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5. Trade and Service Marks.

Products and names mentioned on the Website or Platform may be trademarks of their respective owners.

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6. Limited Right to Use.

The viewing, printing or downloading of any content, graphic, form or document from the Website or Platform grants you only a limited, nonexclusive license for use solely by you for your own personal or business (as permitted by applicable license) use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use.  No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, without the prior written permission of InfraSight.

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7. Editing, Deleting and Modification.

InfraSight reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Website or Platform.

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8. Indemnification.

You agree to indemnify, defend, and hold InfraSight and our partners, attorneys, staff, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Website or Platform.

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9. Non-Transferable.

Your right to use the Website and/or Platform is not transferable. Any password or right given to you to obtain information or documents is not transferable.

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10. Disclaimer and Limits.

THE INFORMATION FROM OR THROUGH THE WEBSITE AND/OR PLATFORM IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. INFRASIGHT AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, INFRASIGHT AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INFRASIGHT AND YOU. THIS WEBSITE, PLATFORM, AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INFRASIGHT THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. INFRASIGHT DOES NOT PROVIDE LEGAL, INVESTMENT, OR TAX ADVICE AND ENTERING INTO THIS AGREEMENT DOES NOT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. INFRASIGHT WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE WEBSITE OR PLATFORM. INFRASIGHT’S MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PRICE YOU PAID FOR ANY SERVICES OR INFORMATION IN THE MOST RECENT ONE-MONTH PERIOD PRIOR TO AN INCIDENT.

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11. Use of Information.

InfraSight reserves the right, and you authorize InfraSight, to the use and assignment of all information regarding Website and Platform uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us through the Platform (collectively, the "Submission") will forever be the property of InfraSight. InfraSight will not be required to treat any Submission as confidential and will not be liable for any ideas for its business (including without limitation, product, service, or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future InfraSight products, services or operations. Without limitation, InfraSight will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. InfraSight will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not InfraSight, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

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12. Third-Party Services.

InfraSight relies on Third Party Cloud Service Providers ("Suppliers") to provide cloud services which you may purchase through InfraSight. You understand that InfraSight does not operate or control the Suppliers. Once a purchase is made through InfraSight Suppliers are responsible for all aspects of, fulfillment, and customer service. InfraSight is not a party to the transactions entered into between you and Suppliers. You agree that use of such Suppliers is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY INFRASIGHT, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES WILL INFRASIGHT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND SUPPLIERS OR FOR ANY INFORMATION APPEARING ON SUPPLIER SITES OR ANY OTHER SITE LINKED TO THE WEBSITE OR PLATFORM.

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13. Third-Party Supplier Policies.

InfraSight is not responsible for information provided by you to Suppliers. InfraSight and the Suppliers are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

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14. Privacy Policy.

The InfraSight Privacy Policy, as it may change from time to time, is a part of this Agreement. You may review the InfraSight Privacy Policy at www.infrasightsoftware.com/privacy-policy.

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15. Payments.

You represent and warrant that if you are purchasing something from InfraSight or from Suppliers that:

a. Any credit information you supply is true and complete;

b. Charges incurred by you will be honored by your credit card company; and

c. You will pay the charges incurred by you at the posted prices, including any applicable taxes.

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16. Securities Laws.

This Website and Platform may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for InfraSight products or services, as well as InfraSight’s intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond InfraSight’s control. When used on the Website or Platform, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Website, Platform and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. Any representation to the contrary is unlawful. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of InfraSight’s securities-related filings or documents.

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17. Links to Other Websites.

The Website and Platform may contain links to other websites. InfraSight is not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by InfraSight. Inclusion of any linked website on the Website or Platform does not imply approval or endorsement of the linked website by InfraSight. If you decide to leave the Website or Platform and access these third-party sites, you do so at your own risk.

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18. Copyrights and Copyright Agents.

InfraSight respects the intellectual property of others and asks you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide InfraSight’s legal team the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b. A description of the copyrighted work that you claim has been infringed;

c. A description of where the material that you claim is infringing is located on the Website or Platform;

d. Your address, telephone number, and email address;

e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Website or Platform can be reached by directing an email to the legal team at legal@infrasightsoftware.com.

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19. Proposed Product and Service Offerings.

All descriptions of proposed products and services are based on assumptions subject to change and you should not rely on the availability or functionality of products or services until they are actually offered through the Website and/or Platform. InfraSight reserves the right in its sole discretion to determine how and when proposed products and services will be offered. This determination includes, without limitation, the scope, nature, and timing of all such releases.

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20. Information and Press Releases.

The Website and/or Platform contain information and press releases about InfraSight. While this information was believed to be accurate as of the date prepared, InfraSight disclaims any duty or obligation to update this information or any press releases. Information about companies other than InfraSight contained in the press release or otherwise, should not be relied upon as being provided or endorsed by InfraSight.

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21. Miscellaneous.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles). All actions shall be subject to the limitations set forth in Section 8 and Section 10. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Charlotte, NC. You expressly submit to the exclusive jurisdiction of said courts and consents to extraterritorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Website and/or Platform is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. InfraSight’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.