End User License Agreement (EULA) for SaaS Software

Software — The combined SaaS offerings of WASTELINQ Enterprise, Terralink, and Enviroware that the User has purchased and is authorized to use.

User — The individual or entity that has entered into this Agreement and is authorized to use the Software.

Providers — WASTELINQ, Terralink, and Enviroware.

Assist Modules — Features of the Software that use artificial intelligence, machine learning, or large language models to generate, complete, suggest, classify, extract, or otherwise assist in the preparation of content, including waste profiles, manifests, and related documentation.

Output — Content generated by Assist Modules in response to inputs submitted by or on behalf of User.

De-Identified Data — User Data from which Providers have removed or obfuscated all information that identifies, or that could reasonably be used to identify, User, User's customers, User's personnel, or any specific individual or facility.

Aggregated Data — De-Identified Data that has been combined with data derived from other users of the Software such that it does not identify, and cannot reasonably be used to identify, any particular user.

Service Data — Data generated by Providers' operation of the Software, including configuration, log, performance, telemetry, diagnostic, and usage data. Service Data does not include User Data.

Providers grant User a non exclusive, non transferable, limited right to access and use the Software for the duration of the subscription term.

User may not sublicense, sell, lease, or otherwise make the Software available to any third party except as expressly permitted by this Agreement.

User agrees to pay all subscription fees as specified at the time of subscription or as otherwise agreed.

All fees are non refundable except as required by law.

Providers may change subscription fees upon notice. Continued use of the Software constitutes acceptance of the new fees.

User retains all rights to data uploaded or entered into the Software ("User Data").

Providers will implement reasonable measures to protect User Data.

User grants Providers a non-exclusive, worldwide, royalty-free license, sublicensable solely to Providers' subprocessors, to host, store, copy, transmit, display, process, and modify User Data as necessary to provide, secure, support, and improve the Software and related services, and as otherwise expressly permitted by this Section 5.

Providers may use User Data to develop, train, test, tune, evaluate, and improve the Software and Providers' machine learning and artificial intelligence models, including Assist Modules. Providers may create, retain, and use De-Identified Data and Aggregated Data for these purposes both during and after the subscription term.

Models, algorithms, weights, parameters, embeddings, and improvements developed by Providers, including any developed using User Data, De-Identified Data, or Aggregated Data, are and remain the exclusive property of Providers. Providers have no obligation to retrain, modify, or delete any model as a result of the expiration or termination of this Agreement or of any deletion or return of User Data.

Providers will not disclose Aggregated Data or De-Identified Data in any form that identifies User, User's customers, or User's personnel, and will not make User Data available to any other user of the Software in identifiable form.

Assist Modules may transmit User Data to third-party providers of artificial intelligence models. Providers will contractually require each such third party not to use User Data to train or improve that third party's own models, and not to retain User Data other than as reasonably necessary to return Output.

As between the parties, Providers own all Service Data and may use Service Data for any lawful business purpose.

User may request in writing that Providers cease using identifiable User Data for the purposes described in Section 5.4. Providers will give effect to such a request on a prospective basis within thirty (30) days of receipt. This Section 5.9 does not apply to De-Identified Data or Aggregated Data and does not require Providers to retrain, modify, or delete any model.

Providers may make Assist Modules available as part of or alongside the Software. Assist Modules are provided subject to this Section 6, to Section 5, and to Section 12.

Output is generated by automated systems and may be inaccurate, incomplete, outdated, or non-compliant with applicable law or regulation. User is solely responsible for reviewing, verifying, correcting, and approving all Output before relying on it, before disclosing it to any third party, and before signing, submitting, or otherwise using it in connection with any waste profile, manifest, shipping document, or regulatory filing. No Assist Module is a substitute for review by qualified personnel.

Output does not constitute legal, environmental, engineering, transportation, or regulatory compliance advice, and no Provider acts as User's compliance professional, advisor, or certifying party.

As between the parties, User owns Output generated from User's inputs, subject to Providers' rights in the Software and under Section 5. Output is generated probabilistically; identical or substantially similar Output may be generated for other users, and Providers make no representation that Output is unique to User.

User shall not use Output or the Software to develop, train, or improve any artificial intelligence or machine learning model that competes with the Software, and shall not submit to any Assist Module data that User is not permitted to disclose to Providers.

Providers may modify, suspend, or discontinue any Assist Module at any time, and may offer Assist Modules on a beta, preview, or evaluation basis. Beta features are provided without warranty or support and may be discontinued without notice.

Confidential Information includes non public information disclosed by Providers that is marked or reasonably understood to be confidential.

User agrees to protect Confidential Information and use it only for Software related purposes.

The Software and all intellectual property remain the exclusive property of Providers.

No title or ownership rights are transferred to User.

Providers may offer professional services to support implementation or optimization.

These services are subject to separate fees and agreements.

Any advice or work product is provided "as is."

Providers do not guarantee uninterrupted Software availability.

Providers are not liable for damages or losses resulting from downtime or service outages.

This Agreement remains in effect until terminated.

User may terminate at any time by ceasing use and providing written notice.

Providers may terminate for breach if not cured within thirty (30) days of notice.

Upon termination, User's access rights immediately end, subject to Section 11.5.

For thirty (30) days following expiration or termination, Providers will make User Data available for export in a commercially reasonable format. Thereafter Providers may delete User Data, subject to Sections 5.4 through 5.6 and to Providers' legal, regulatory, and backup retention obligations.

Sections 1, 5, 6, 7, 8, 12, 13, and 16, and any accrued payment obligations, survive expiration or termination of this Agreement.

To the maximum extent permitted by applicable law, the Software, all Output, and all related services are provided "as is" and "as available," and Providers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

Except as set forth in Section 12.4, Providers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, business, or goodwill, whether or not Providers were advised of the possibility of such damages.

Except as set forth in Section 12.4, each Provider's total aggregate liability arising out of or relating to this Agreement or the Software, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total subscription fees paid by User to that Provider under this Agreement in the twelve (12) months immediately preceding the first event giving rise to the claim. Multiple claims do not enlarge this limit.

The limitations in Sections 12.2 and 12.3 do not apply to: (a) User's payment obligations; (b) either party's indemnification obligations; (c) breach of Section 7 (Confidentiality); (d) User's breach of Section 2, Section 4, or Section 6.5; or (e) a party's gross negligence, willful misconduct, or fraud.

The parties acknowledge that the limitations in this Section 12 reflect an agreed allocation of risk, form an essential basis of the bargain between them, and apply notwithstanding the failure of essential purpose of any limited remedy.

This Agreement is governed by the laws of the state in which Providers are incorporated.

Disputes will be resolved through binding arbitration administered by the American Arbitration Association.

Any court proceedings must be brought in Harris County, Texas.

User grants Providers the right to use User's company name and logo for promotional purposes including websites, marketing materials, and press releases.

Providers are not liable for delays or failures caused by events beyond reasonable control.

Providers will notify User of Force Majeure Events when possible.

Either party may terminate if such an event continues for more than thirty (30) days.

This Agreement constitutes the entire agreement between the parties.

If any provision is found invalid, remaining provisions remain enforceable.

User may not assign this Agreement without written consent.

Providers may assign this Agreement without consent.

No waiver of any term is considered a continuing waiver.