1.Parties and Effective Date

This Master Subscription Agreement (this “Agreement”) is entered into between SlabOS LLC, an Illinois limited liability company with address at the address listed at slabos.org/contact (the “Provider”), and the customer entity named in an executed Order Form (the “Customer”). The effective date of this Agreement is the date the first Order Form is executed by both parties (the “Effective Date”).

2.Definitions

Service means the SlabOS multi-tenant software-as-a-service platform, including the web application, crew mobile app, API, AI assistants, and any included add-ons identified in an Order Form.

Customer Data means all data, content, and materials submitted to or generated within the Service by Customer or its Authorized Users, including quotes, jobs, accounts, drawings, price lists, slab inventory, and uploaded files.

Authorized Users means Named Users who are Customer's employees performing Customer's own internal shop operations, and whom Customer has certified under Section 4(i). Authorized Users excludes every Restricted Person. Customer may not designate a contractor, agent, developer, or consultant as an Authorized User without Provider's prior written consent, which Provider may withhold in its sole discretion.

Named User means a single natural person identified by name and individual email address to whom Customer has assigned one non-transferable login.

User means any Authorized User, and any other person who accesses Customer's tenant, credentials, sessions, screens, or exports by any means.

Competitor means any person or entity that develops, markets, licenses, or provides software or services for quoting, estimating, drawing, job management, scheduling, inventory, takeoff, ERP, or shop management for the countertop, stone, tile, flooring, or surface-fabrication trades, or that is developing or funding such a product, and any affiliate, contractor, or agent of such a person.

Restricted Person means any individual or entity that is, or is acting for, any of the following, whether paid or unpaid, and whether engaged by Customer or by anyone else: (a) a Competitor, or any owner, employee, contractor, advisor, investor, or affiliate of a Competitor; (b) a software developer, engineer, architect, product manager, designer, QA tester, or data scientist of any software product or service, whether or not competitive; (c) a software development agency, freelancer, outsourced or offshore development shop, or marketplace contractor; (d) a systems integrator, implementation partner, fractional CTO or CIO, ERP or CRM consultant, or automation consultant; (e) an artificial-intelligence, machine-learning, robotic-process-automation, chatbot, agent, or workflow-automation vendor, agency, or consultant; (f) a data, analytics, business-intelligence, or data-warehousing vendor seeking to connect to or extract from the Service; (g) a managed IT service provider, network administrator, or help-desk vendor, as to any login to the Service; (h) a marketing, CRM, lead-generation, or advertising agency, as to any login to or connection with the Service; (i) any person conducting technical, security, or product evaluation of the Service for any purpose other than Customer's own decision to subscribe; (j) any former employee of Customer, from the end of employment; (k) any person Provider has notified Customer in writing is a Restricted Person; and (l) any other person who is not an employee of Customer performing Customer's day-to-day fabrication, sales, estimating, scheduling, installation, or office operations. A person is a Restricted Person regardless of the title Customer gives them, regardless of any non-disclosure agreement between them and Customer, and regardless of whether they are physically located at Customer's premises.

Automated Agent means any software, service, or tool that accesses, reads, operates, or interacts with the Service other than a Named User personally using Provider's official applications as designed — including scrapers, crawlers, scripts, headless or instrumented browsers, robotic-process-automation tools, browser extensions, AI assistants, large-language-model tools, and computer-use or browser-use agents, whether operated locally, remotely, or as a hosted service, and whoever supplies it.

Protective Breach means any breach of Sections 3.2, 3.3, 3.4, 3.6, 4(i)–(k), 4.2(e), or 11.5.

Order Form means a written ordering document executed by both parties that specifies the subscription tier, seat count, fees, term, and any add-ons.

Documentation means the user-facing documentation Provider makes available at slabos.org and within the Service.

Subscription Term means the period stated in an Order Form during which Customer is licensed to access the Service.

Fees means amounts payable by Customer for the Service as set out in the Order Form.

Confidential Information has the meaning given in Section 11.

3.Grant of Subscription; Restrictions

3.1 · Grant

Subject to Customer's compliance with this Agreement and timely payment of Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to permit its Authorized Users to access and use the Service solely for Customer's internal business purposes, up to the seat count and tier specified in the Order Form.

3.2 · Restrictions

Customer will not, and will not permit any person to: (a) copy, modify, translate, adapt, or create derivative works of the Service or any part of it; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, data model, schema, algorithms, prompts, models, workflows, or architecture of the Service, except to the limited extent that applicable law expressly prohibits this restriction; (c) access, monitor, scrape, crawl, or extract data from the Service by any automated means, script, bot, headless browser, browser extension, or interception of network traffic; (d) access the Service, or permit it to be accessed, for the purpose of building, training, improving, benchmarking, or evaluating a competing or substitute product or service, or of documenting the Service's features, screens, or behavior for any person other than Customer's Authorized Users; (e) record, screen-capture, screenshot, transcribe, or otherwise reproduce the Service or any demonstration of it for distribution outside Customer; (f) probe, scan, test, or attempt to circumvent the security, authentication, rate limits, tenant isolation, or access controls of the Service; (g) sublicense, resell, rent, lease, time-share, or make the Service available to any third party; (h) use the Service on behalf of, or for the benefit of, any Competitor; or (i) remove or obscure any proprietary notice, watermark, or identifier.

3.3 · Third parties, development, and automation — prohibited

3.3.1 Final layer. The Service is provided as a complete, closed platform. It is the final software layer for Customer's operations. Nothing may be built on, against, around, beneath, or between the Service and its users except by Provider. Provider may, at its discretion, add customer-requested customizations, integrations, automations, connections, reports, agents, or features to the Service, including at no additional charge, without a separate statement of work or Order Form. Any separately agreed scope, fees, or delivery commitments must be recorded in a written statement of work or Order Form; ownership of platform enhancements is governed by Section 10.4. There is no self-serve API, no developer program, and no partner-development path unless Provider signs a separate written agreement expressly granting one.

3.3.2 Prohibited persons. Customer will not give, and will not permit any Authorized User to give, any Restricted Person any of the following, directly or indirectly, in whole or in part: (a) a login, invitation, seat, or account; (b) a shared, borrowed, or “test” credential; (c) a session, cookie, token, one-time code, magic link, or API key; (d) a live screen share, remote-control session, or in-person observation of the Service in use; (e) a recording, screenshot, video, transcript, or written description of any screen, workflow, or feature; (f) an export, report, PDF, DXF, drawing, or other output of the Service for the purpose of evaluating, replicating, or connecting to the Service; or (g) access to Provider's Documentation, training materials, or support communications.

3.3.3 Prohibited activities. Customer will not do, attempt, authorize, fund, or permit any of the following, by any person or means: (a) build, deploy, or operate any integration, connector, middleware, bridge, sync, webhook, poller, or ETL process that reads from or writes to the Service; (b) continuously or automatically replicate, mirror, or synchronize Customer Data or Service content to any third-party system, database, warehouse, spreadsheet, or AI tool (the manual export right in Section 9.3 is unaffected); (c) connect the Service to any workflow-automation or integration platform, including Zapier, Make, n8n, Microsoft Power Automate, Workato, Tray, Pipedream, IFTTT, or any successor or equivalent; (d) create or use any service account, shared mailbox, forwarding rule, or bot identity to move data into or out of the Service; (e) operate the Service by any robotic-process-automation, macro, scripted, or headless means, including UiPath, Automation Anywhere, Power Automate Desktop, Selenium, Playwright, Puppeteer, Cypress, AutoHotkey, or any successor or equivalent; (f) operate, read, or navigate the Service with any Automated Agent (Provider-provided AI features excepted); (g) install or use any browser extension, plug-in, add-on, userscript, or proxy that captures, reads, injects into, modifies, records, or exfiltrates Service pages or traffic (password managers, screen readers, and other accessibility tools excepted); (h) use any AI note-taker, meeting recorder, or transcription bot during any training, onboarding, support, or demonstration session with Provider; (i) embed, frame, wrap, or present the Service inside any iframe, WebView, kiosk shell, desktop wrapper, mobile wrapper, portal, or application other than Provider's own; (j) white-label, rebrand, reskin, restyle, or re-present the Service or any output of it as the product of any person other than Provider; (k) publish, post, or distribute screenshots, recordings, or walkthroughs of the Service without Provider's written consent, other than in reviews Provider itself solicits; (l) intercept, inspect, decrypt, proxy, replay, or modify traffic between the Service and its users; (m) probe, scan, fuzz, penetration-test, load-test, or vulnerability-scan the Service, or attempt to bypass tenant isolation, authentication, authorization, rate limits, watermarking, or any other control; (n) enumerate, catalogue, or document the Service's endpoints, routes, data model, schema, prompts, or internal behavior; (o) use the Service, or any screen, workflow, output, drawing, quote, DXF, PDF, price-list structure, workflow template, form, AI prompt, or AI response of the Service, to train, fine-tune, prompt, ground, evaluate, benchmark, or improve any artificial-intelligence model, agent, or competing or substitute product; (p) prepare, or assist any person to prepare, any feature inventory, requirements document, specification, user-story set, clean-room description, comparison, or teardown of the Service for any person other than Customer's own Authorized Users evaluating Customer's own use; (q) commission, fund, sponsor, or participate in the development of any software intended to replicate or interoperate with the Service, during the Subscription Term and for twelve (12) months after; (r) share, pool, rotate, or transfer any credential, session, or device between persons; (s) create any account under a false name, a generic or role-based name (for example “office,” “shop,” “admin,” “test”), or for a person who does not exist or is not an Authorized User; or (t) retain access for any person after their employment or engagement with Customer ends.

3.3.4 Only official access. All access to the Service must be by a Named User, personally, through Provider's official web application, Provider's official mobile applications, or a Provider-built connection listed in the Documentation, each used as designed. Any other method of access is unauthorized and unlicensed.

3.3.5 What is permitted. Nothing in this Section 3.3 prohibits: (a) Provider-built and Provider-operated integrations (such as QuickBooks Online, Gmail and Outlook, and any others listed in the Documentation), used in accordance with their terms; (b) Provider-provided connection features, including any owner AI connection, used only as enabled and permitted by Provider; (c) manual export under Section 9.3 for Customer's own business continuity, and Customer's sharing of exported files with its own accountant, bookkeeper, lawyer, or insurer, who receive files and never logins; (d) with Provider's prior written consent in each case, a read-only advisor login for Customer's accountant or bookkeeper, subject to the certification in Section 4(i) as modified in Provider's consent; (e) consultants operating under a written Consultant Agreement with Provider; (f) password managers, screen readers, and accessibility tools; or (g) Customer's IT provider supporting Customer's devices and network without any login to the Service.

3.3.6 No implied consent. Any need not covered by Section 3.3.5 must be submitted to Provider in writing. Provider will build it, license it, or decline it. Provider's silence, delay, knowledge, or failure to object is never consent. Only a written consent signed by an officer of Provider and expressly referencing this Section 3.3 is effective, and it is limited to its stated scope.

3.3.7 Strict liability. Customer is strictly liable for every act and omission of any person to whom it gives, or allows to be given, access of any kind to the Service, whether or not that person was an Authorized User and whether or not Customer knew of the person's conduct. Each Restricted Person who accesses Customer's tenant, and each act described in Section 3.3.3, is a separate Protective Breach and a separate instance of unlicensed use under Section 10.3.

3.3.8 Technical controls. Customer consents, on its own behalf and on behalf of its Users, to Provider's use of IP and geolocation logging, device fingerprinting, session watermarking, bot and automation detection, rate limiting, traffic-pattern monitoring, login-location restriction, and immediate session termination to detect and prevent the conduct described in this Section, and acknowledges that Provider may rely on such data as evidence.

3.4 · No Competitor or Restricted Person access

Customer represents, warrants, and covenants on a continuing basis that: (a) Customer is not a Competitor and is not acting on behalf of or for the benefit of a Competitor; (b) no Restricted Person has been, or will be, given access to the Service, any credential, any session, any screen share, or any recording of the Service under Customer's tenant; and (c) Customer will remove any Authorized User within one (1) business day of becoming aware that the person has become a Restricted Person.

3.5 · Provider's discretion

Provider may, at any time and without liability, decline to create, suspend, or remove any user account that Provider reasonably believes belongs to a Restricted Person or Competitor.

3.6 · Automated Agents

(a) All Automated Agent access to the Service is unauthorized and outside the license in Section 3.1, except Provider-provided features. The Service displays an Automated & AI Access Notice at slabos.com/legal/automated-access.html; Customer acknowledges the Notice forms part of the Documentation and of this Agreement. (b) Any person who directs, configures, prompts, or permits an Automated Agent to access the Service is deemed to have read the Notice and is bound by this Agreement, and the Automated Agent's acts are that person's acts; where such a person is a User or acts through Customer's tenant, credentials, sessions, or exports, Customer is liable under Section 4.2. (c) Any act to evade, disable, spoof, or circumvent the Notice, bot detection, device fingerprinting, rate limiting, watermarking, or any other technical control — including instructing an Automated Agent to ignore the Notice, masking automation signals, or rotating identities or addresses — is unauthorized access, a Protective Breach, and may be reported to law enforcement. (d) The output, logs, transcripts, or artifacts of any Automated Agent directed at the Service, and any record that the Notice was displayed to it, are admissible as evidence of the directing person's knowledge and intent.

4.Customer Obligations

Customer will: (a) provide accurate, current, and complete registration information; (b) maintain the confidentiality of all account credentials and notify Provider promptly of any unauthorized access; (c) comply with the Acceptable Use Policy referenced in Provider's Terms of Service; (d) ensure all Customer Data submitted to the Service is lawful and that Customer has all necessary rights and consents to submit it and to have it processed by Provider; (e) be solely responsible for the conduct of its Authorized Users; (f) independently review and verify all Outputs as set out in Section 12.3 before relying on, fabricating, installing, ordering material from, or quoting a price based on them; (g) be solely responsible for obtaining all consents required to contact its own customers, leads, and end users, and for its compliance with all applicable laws when using any messaging, portal, review-request, email, or notification feature, including Canada's Anti-Spam Legislation (CASL), the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and applicable privacy laws; (h) act as the data controller for, and be solely responsible for, the personal information of its customers and end users that Customer collects, uploads, or processes through the Service; (i) certify, for each Authorized User at the time of creation and on Provider's request, that the person is an employee of Customer performing Customer's own operations and is not a Restricted Person, and maintain that certification as accurate at all times; (j) ensure each Authorized User uses only their own Named User login, never shares credentials, sessions, or one-time codes, and accepts Provider's Terms of Service and End User License Agreement at first login; and (k) within two (2) business days of Provider's written request, deliver a complete list of all persons who have accessed Customer's tenant, their employer, role, and relationship to Customer, and cooperate with any Provider investigation into suspected unauthorized access, including by making relevant personnel available.

4.2 · Customer answers for every person it lets in

(a) Acts of Users are acts of Customer. Every act and omission of any User is deemed the act or omission of Customer for all purposes under this Agreement. Customer is liable to Provider for each such act as if Customer had committed it directly, including for any Protective Breach, breach of Section 11, and any fee under Section 10.3.

(b) No rogue-user defense. Customer waives, and will not assert, any defense that a User acted without Customer's knowledge, authority, or consent; outside the scope of their employment or engagement; contrary to Customer's instructions or policies; or after Customer had terminated their access but before Customer removed it in the Service.

(c) Joint and several. Customer and each User are jointly and severally liable to Provider for that User's conduct. Provider may pursue Customer, the User, or both, in any order, and recovery from one does not release the other except to the extent of amounts actually paid.

(d) Customer must bind its Users. Customer will ensure that every User, before first access, is bound by written confidentiality and acceptable-use obligations at least as protective of Provider as Sections 3, 10, and 11, and has accepted Provider's Terms of Service and End User License Agreement. Customer will enforce those obligations at Provider's request, and to the extent Customer fails or declines to do so within five (5) business days, Customer assigns to Provider, and appoints Provider as its agent to exercise, Customer's right to enforce them against the User.

(e) Duty to report and remove. Customer will notify Provider at [email protected] and [email protected] within twenty-four (24) hours of becoming aware of any actual or suspected Protective Breach, credential sharing, unauthorized access, or Restricted Person involvement, and will remove the person's access within one (1) business day. Failure to report or remove is itself a Protective Breach.

(f) Investigation. Customer will preserve, and on request produce, all devices, communications, contracts, invoices, and records relating to any User's access to or conduct in the Service, and will make the User and relevant personnel available to Provider on reasonable notice.

(g) Survival. This Section survives termination and applies to conduct occurring during or after the Subscription Term that arises from access obtained during it.

5.Provider Obligations

Provider will: (a) make the Service available consistent with the Documentation and the Service Level Agreement; (b) maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data; (c) provide standard support (email and in-app chat) during business hours; (d) notify Customer of any material changes to the Service with at least thirty (30) days advance notice where practicable.

6.Fees and Payment

6.1 · Fees

Customer will pay all Fees set out in the applicable Order Form. The subscription rate is the flat rate stated in the executed Order Form, locked for the life of the account as set out in Section 6.4.

6.2 · Billing cadence

Fees are billed monthly in advance by default. Quarterly or annual billing in advance is available where elected on the Order Form; annual billing may carry a discount stated in the Order Form. Setup or onboarding fees, if any, are invoiced upon execution.

6.3 · Payment terms

Invoices are due Net 30 from invoice date. Amounts not paid when due bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for taxes other than Provider's net income.

6.4 · Renewal pricing

Fees for Customer's subscription are locked at the rate stated in the executed Order Form for the life of the account: Provider will not increase that rate for as long as the subscription remains active. The locked rate survives any suspension or lapse that is cured within sixty (60) days, and any lapse caused by a payment-processor failure rather than Customer's own act; only a cancellation or lapse extending beyond that window resets pricing for a returning Customer. User seats are unlimited and never priced. New pricing applies only to plan changes, additional shop locations, or additional products that Customer elects, and Provider will give written notice of any such pricing at least sixty (60) days before it takes effect.

6.5 · Recurring payment authorization; card on file

Where Customer elects card or other automatic payment (including via a Stripe payment link or hosted checkout page), Customer authorizes Provider and its payment processor to automatically charge Customer's payment method on file for all Fees as they become due, on the cadence stated in the Order Form, for the initial term and each renewal term, without further authorization for each charge, until cancelled in accordance with Section 15. This authorization is set out in, and governed by, the Recurring Payment Authorization (SLBOS-LEGAL-10), which is incorporated by reference. Customer represents that it is authorized to use the payment method. Provider does not store full card numbers; cards are stored by the processor. If a charge fails, Provider may retry it, and Customer remains liable for all unpaid Fees.

6.6 · Billing disputes; chargebacks

Customer will raise any billing question or claimed error with Provider at [email protected] (or connor@ / [email protected]) before initiating any chargeback, card dispute, or payment reversal, and will allow Provider ten (10) business days to resolve it. The Service remains available while a good-faith billing dispute is open; suspension for confirmed non-payment follows the notice process elsewhere in this Agreement. In any dispute Provider may submit this Agreement, the Order Form, the Recurring Payment Authorization, and the electronic acceptance record (signer name, title, IP address, timestamp, and document version) as evidence of authorization. Where a dispute is resolved in Provider's favor and was initiated without first contacting Provider as required above, or in bad faith, Customer is responsible for the disputed amount and any chargeback or bank fees Provider incurs. This Section does not waive any right Customer has that cannot be waived under applicable law.

7.Subscription Term and Renewal

The Subscription Term is month-to-month from the Effective Date unless a different period is specified in the Order Form. The subscription renews automatically at the start of each billing period and either party may cancel with written notice at any time, effective at the end of the then-current billing period. Fees already paid for the current billing period are non-refundable.

8.Service Level Agreement

Provider's uptime commitment, support response times, and Service Credit mechanics are set out in the separate Service Level Agreement, which is incorporated by reference and forms part of this Agreement.

SERVICE CREDITS ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE TO MEET THE UPTIME COMMITMENT OR FOR ANY UNAVAILABILITY, LATENCY, OR INTERRUPTION OF THE SERVICE. No such event entitles Customer to any refund, damages, or other remedy. The uptime commitment expressly excludes, and Provider has no liability for, any unavailability caused by: (a) scheduled or emergency maintenance; (b) Beta Features (Section 12.4); (c) general internet or regional network failures outside Provider's chosen vendor stack, or internet-scale denial-of-service attacks; (d) Customer's equipment, software, network, or misuse; or (e) force majeure events. Unavailability caused by Provider's own chosen hosting, cloud-infrastructure, or database vendors is not excluded: it counts toward the uptime commitment and is eligible for Service Credits, which remain the sole and exclusive remedy.

9.Customer Data

9.1 · Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

9.2 · Limited license

Customer grants Provider a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide and improve the Service for Customer.

9.3 · Portability

Customer may export Customer Data in JSON or CSV format through the Service at any time during the Subscription Term at no additional charge, provided that no Protective Breach has occurred. Export functionality is provided for Customer's business continuity and may not be used to reproduce, analyze, or document the Service's structure, data model, or behavior for any third party.

9.4 · Post-termination

Upon termination other than under Section 15.4, Provider will make Customer Data available for export for thirty (30) days, after which Customer Data will be permanently deleted from Provider's production and backup systems within sixty (60) days, subject to legal-hold obligations.

9.5 · Post-termination following Protective Breach

Upon termination under Section 15.4, no export window is provided and Customer's rights under Section 9.3 terminate immediately. Provider may retain Customer Data, access logs, and related records for as long as reasonably necessary to investigate the breach, enforce this Agreement, and comply with legal-hold obligations, and will otherwise delete Customer Data in accordance with Section 9.4. Customer acknowledges that Provider's retention of such records is for evidentiary and enforcement purposes, that Provider assumes no obligation to return them, and that Provider's handling of them under this Section is not a breach of the DPA.

10.Intellectual Property

Provider retains all right, title, and interest in and to the Service, the Documentation, Provider trademarks, and all underlying software, models, and algorithms. No rights are transferred to Customer except the limited subscription rights expressly granted in Section 3. Customer may from time to time provide suggestions, comments, or feedback regarding the Service (“Feedback”); Provider may incorporate Feedback into the Service without compensation, attribution, or restriction.

10.2 · Trade secrets. Customer acknowledges that the Service's user interface, workflows, screen layouts, data model, feature set, automation logic, AI prompts and behavior, migration tooling, roadmap, and pricing constitute Provider's trade secrets and Confidential Information, whether or not marked, and that their disclosure to a Competitor or Restricted Person would cause Provider irreparable harm.

10.3 · No implied rights; unlicensed use. Any access to or use of the Service by a Restricted Person, by an Automated Agent, or outside the scope of Section 3 is unlicensed use. For each Restricted Person or unauthorized account that accesses Customer's tenant, and for each month or part-month of such access, Customer will pay Provider an unlicensed-access fee equal to twelve (12) months of Provider's then-current list price for the highest subscription tier. The parties agree this fee is a reasonable pre-estimate of the license value and investigative cost of such access and is not a penalty; it is in addition to, and does not limit, any other remedy.

10.4 · Ownership of platform enhancements. As between the parties, Provider owns all features, integrations, connectors, automations, and improvements developed by or on behalf of Provider as part of the Service, including enhancements added to accommodate Customer's existing systems or workflows and those provided at no additional charge. Customer's request, suggestion, or use of an enhancement does not grant ownership, exclusivity, or rights to source code. Customer receives only the subscription rights expressly granted under this Agreement. Provider may offer and reuse these enhancements for other customers, provided it protects Customer's Confidential Information in accordance with Section 11 and the DPA, where applicable. Customer Data, Customer's pre-existing intellectual property, and third-party intellectual property remain with their respective owners; Customer's rights under Section 9 are unchanged.

11.Confidentiality & Pricing Privacy

11.1 · Mutual confidentiality

Each party (the “Receiving Party”) will protect the other party's (the “Disclosing Party's”) Confidential Information with the same degree of care it uses to protect its own confidential information, and no less than reasonable care. Receiving Party will use Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement.

11.2 · Customer pricing — absolute confidentiality

The Customer's price lists, customer-specific pricing rules, margin data, supplier discounts, and any other commercially-sensitive pricing information constitute Customer's Confidential Information of the highest sensitivity. Provider commits that it will never:

• Share, expose, or disclose Customer's pricing or margin data to any other SlabOS customer, prospect, partner, or third party.
• Use Customer's pricing data to train any model, algorithm, recommendation engine, or product feature that would expose those rates — directly or by inference — to any other party.
• Reference Customer's specific rates, margins, or supplier discounts in any external communication, sales material, case study, or marketing collateral.

Tenant isolation is enforced at every layer of the Service: database row scoping, application-level authorization, audit logging, and infrastructure separation. Aggregate, anonymized industry benchmarks may be derived from many customers in a form that cannot identify the Customer or reconstruct any specific rate.

11.3 · Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligations.

11.4 · Term

Confidentiality obligations survive for five (5) years after termination, except for trade secrets and pricing information (Section 11.2), which remain confidential for so long as they retain their character as such under applicable law.

11.5 · Product confidentiality; demonstrations

The Service itself, every demonstration of it, and all Documentation are Provider's Confidential Information. Customer will not record, capture, transcribe, or reproduce any demonstration, walkthrough, training session, or screen of the Service, and will not share access to the Service or descriptions of its functionality with any Competitor or Restricted Person. This Section survives termination without time limit as to trade secrets.

12.Warranties and Disclaimers

12.1 · Limited warranty

Provider warrants that during the Subscription Term, the Service will materially conform to the Documentation. Customer's exclusive remedy for breach of this warranty is, at Provider's option, re-performance of the non-conforming Service or termination of this Agreement and a pro-rata refund of pre-paid, unused Fees.

12.2 · Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 12.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12.3 · Outputs are decision-support only; Customer verification

The Service generates quotes, drawings, measurements, dimensions, area and material calculations, edge and seam layouts, slab nesting, cut lists, pricing, and AI-generated content (collectively, “Outputs”) from inputs, configurations, price lists, and selections supplied or controlled by Customer. Outputs are decision-support tools only and are not professional, engineering, surveying, financial, tax, or legal advice.

PROVIDER DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY, THAT ANY OUTPUT IS ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR FABRICATION, INSTALLATION, PROCUREMENT, OR PRICING. CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, FIELD-MEASURING, AND VERIFYING EVERY OUTPUT BEFORE RELYING ON IT AND BEFORE ORDERING OR CUTTING MATERIAL, FABRICATING, INSTALLING, OR QUOTING OR COMMITTING TO A PRICE. PROVIDER HAS NO LIABILITY FOR, AND CUSTOMER WAIVES AND RELEASES, ALL CLAIMS FOR ANY LOSS, COST, DELAY, REWORK, SCRAPPED OR MIS-CUT MATERIAL, INCORRECT QUANTITY, UNDER- OR OVER-PRICING, LOST MARGIN, OR OTHER DAMAGE ARISING FROM OR RELATED TO CUSTOMER'S RELIANCE ON ANY OUTPUT.

12.4 · Beta, founding-shop, and early-access features

Provider may make features or programs identified as beta, preview, early-access, founding-shop, pilot, or experimental (collectively, “Beta Features”) available. BETA FEATURES ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE,” MAY BE CHANGED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE, AND ARE EXCLUDED FROM THE LIMITED WARRANTY IN SECTION 12.1, THE SERVICE LEVEL AGREEMENT, AND ANY UPTIME, SUPPORT, OR AVAILABILITY COMMITMENT. PROVIDER HAS NO LIABILITY OF ANY KIND ARISING FROM OR RELATED TO BETA FEATURES. Where Provider designates the Service, or a Customer's plan, as early-access, founding-shop, or pilot, this Section 12.4 applies to the entire Service for the duration of that designation.

13.Indemnification

13.1 · By Provider

Provider will defend Customer from any third-party claim alleging that Customer's use of the Service, as authorized under this Agreement, infringes a third party's U.S. patent, copyright, or trademark, and will pay damages finally awarded or reasonable settlement amounts. Provider's obligation does not apply to claims arising from: (a) Customer Data; (b) modifications not made by Provider; or (c) Customer's use of the Service in combination with other products not provided by Provider where infringement would not have occurred otherwise.

13.2 · By Customer

Customer will defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, liabilities, damages, fines, penalties, and reasonable attorneys' fees and costs arising from or related to: (a) Customer Data or any content Customer submits, stores, or transmits; (b) Customer's or any User's use or misuse of the Service or any Output; (c) Customer's breach of Section 3 or Section 4 or of any representation or warranty in this Agreement; (d) Customer's violation of any law, including privacy, consumer-protection, and anti-spam laws (CASL, CAN-SPAM, TCPA); (e) any claim brought by Customer's own customers, leads, end users, or Authorized Users; (f) any act or omission of any User, including any Protective Breach, whether or not Customer authorized, knew of, or benefited from it; or (g) any Restricted Person's or Automated Agent's access to the Service through or by reason of Customer, its Users, its credentials, or its tenant. Customer will pay damages finally awarded and reasonable settlement amounts. For matters under (f) and (g), Customer will additionally reimburse Provider's own losses, investigative and forensic costs, and attorneys' fees, whether or not a third-party claim is asserted.

13.3 · Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of defense and settlement (provided no settlement imposes liability without consent), and cooperate at the indemnifying party's expense.

14.Limitation of Liability

EXCEPT FOR THE CARVE-OUTS BELOW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ALL CLAIMS COMBINED AND REGARDLESS OF THE FORM OF ACTION — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE LESSER OF (i) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) WHERE CUSTOMER IS ON A FREE, TRIAL, BETA, EARLY-ACCESS, OR FOUNDING-SHOP PLAN, ONE HUNDRED U.S. DOLLARS (US$100). THIS LIMIT APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF OR DAMAGE TO PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ANY BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, REWORK, OR SCRAPPED, MIS-CUT, OR MIS-ORDERED MATERIAL, OR ANY DAMAGE ARISING FROM OR RELATED TO OUTPUTS (SECTION 12.3), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

The limitations above do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 13.2; (c) Customer's breach of Section 11 (Confidentiality, including pricing privacy) or of Section 3 (use and licensing restrictions); (d) any Protective Breach, any infringement or misappropriation of Provider's intellectual property or trade secrets, and any fee payable under Section 10.3; or (e) a party's gross negligence, willful misconduct, or fraud. The carve-out in (e) is mutual; all other carve-outs run in Provider's favor only, and Customer's liability under (a)–(d) is not capped. These limitations reflect an agreed allocation of risk between the parties and are a material basis of the Fees.

15.Termination

15.1 · For cause

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days of written notice.

15.2 · For convenience; how to cancel

Customer may cancel the subscription and stop all future recurring charges at any time by sending written notice by email to [email protected] and [email protected] from the billing email on file, stating that it wishes to cancel. A reason is requested but is not required to cancel. Provider will acknowledge the request and cease future charges within five (5) business days; cancellation is effective at the end of the Customer's then-current billing period. Customer keeps access through the period already paid for, and pre-paid Fees for the current period are non-refundable. Provider may terminate at the end of any Subscription Term by giving ninety (90) days advance written notice.

15.3 · Effects

Upon termination: (a) Customer's right to access the Service ceases; (b) except following termination under Section 15.4, the export window in Section 9.4 begins; (c) Fees accrued through termination remain due; (d) Sections 3.2, 3.3, 3.4, 3.6, 4.2, 9, 10, 11, 12, 13, 14, 15.5, 16, and 17 survive.

15.4 · Immediate suspension and termination for Protective Breach

Notwithstanding Section 15.1, if Provider reasonably believes a Protective Breach has occurred or is occurring, Provider may, without notice, cure period, or liability: (a) immediately suspend access to Customer's tenant and all of its user accounts; (b) preserve the tenant, its data, and all access logs under legal hold; (c) terminate this Agreement and all Order Forms by written notice; and (d) refuse any further export, migration assistance, or reactivation. Provider will notify Customer of a suspension within a reasonable time thereafter.

15.5 · Financial effects of termination for Protective Breach

Upon termination under Section 15.4: (a) all Fees for the remainder of the then-current Subscription Term become immediately due and payable; (b) no pre-paid Fees are refundable; (c) any onboarding, migration, or customization credits, discounts, or waived fees are forfeited and become payable at Provider's then-current list price; and (d) Customer will pay the fees under Section 10.3 and Provider's costs under Section 16.

16.Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, USA, without regard to its conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising from or related to this Agreement will be resolved exclusively by final and binding arbitration in Chicago, Illinois under the AAA Commercial Arbitration Rules by a single arbitrator.

Class-action waiver. ALL DISPUTES WILL BE BROUGHT AND ARBITRATED ON AN INDIVIDUAL BASIS ONLY. CUSTOMER WAIVES ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING.

Jury-trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

Prevailing-party fees. In any arbitration, action, or proceeding arising from or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, arbitration and filing fees, and costs from the non-prevailing party.

Time bar. ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM FIRST ACCRUES; OTHERWISE IT IS PERMANENTLY AND IRREVOCABLY BARRED, EXCEPT WHERE A SHORTER PERIOD IS NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE THE SHORTEST PERIOD PERMITTED APPLIES.

Equitable relief. Notwithstanding the foregoing, Customer acknowledges that a Protective Breach or a breach of Section 11 would cause Provider immediate and irreparable harm for which money damages would be inadequate. Provider is entitled to temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the necessity of proving actual damages and, to the extent permitted by law, without posting bond, in addition to all other remedies, and may seek such relief or collect unpaid Fees in any court of competent jurisdiction.

Enforcement costs. In any action or proceeding to enforce Sections 3, 4.2, 10, 11, or 15.4–15.5, the prevailing party is additionally entitled to recover its investigative and forensic costs.

17.General Provisions

Entire Agreement. This Agreement, together with all executed Order Forms and the incorporated SLA and DPA, constitutes the entire agreement between the parties and supersedes any prior agreements regarding the Service.

Amendments. No amendment is effective unless in writing and signed by both parties.

Assignment. Neither party may assign this Agreement without the other party's written consent, except either party may assign in connection with a change of control or sale of substantially all assets on written notice.

Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control.

Notices. Notices to Customer may be sent to the email on the Order Form. Notices to Provider must be sent to [email protected] with a copy to [email protected].

Severability & Waiver. If any provision is held unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

Audit. No more than once per calendar quarter, or at any time following a reasonable suspicion of a Protective Breach, Provider may review Customer's tenant access logs and require the certification and user list described in Section 4(i) and 4(k). Customer will remedy any non-compliance within two (2) business days.

Counterparts and Electronic Signature. This Agreement may be executed in counterparts and by electronic signature, each deemed an original. The parties consent to the use of electronic signatures and electronic records under the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA). Acceptance through the SlabOS onboarding flow — by checking the acceptance box and typing the signer name and title — constitutes the Customer's binding electronic signature to this Agreement and to each document accepted in that flow. Customer agrees that Provider's electronic acceptance record (signer name and title, server-stamped date, time, and IP address, document version, and tamper-evident hash) constitutes admissible and presumptive evidence of Customer's agreement, and Customer waives any objection to the validity, admissibility, or enforceability of this Agreement on the basis that it was accepted by electronic means.