Terms of Service

Agreement to Terms

These Terms of Service (these "Terms") govern access to and use of the InfraMind platform, website, and related services (collectively, the "Platform") provided by InfraMind, LLC ("InfraMind," "we," "us," or "our"). By accessing or using the Platform, you ("Customer," "you," or "your") agree to be bound by these Terms.

BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

If you are using the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

If you have a separately executed master subscription agreement with InfraMind, or if you access the Platform under an agreement between InfraMind and an authorized reseller or consulting partner (a "Channel Partner") that you contract with, that signed agreement controls over these Terms with respect to your use of the Platform to the extent of any conflict.

Description of Platform

The Platform is a software-as-a-service application for infrastructure asset management and capital planning. The specific features, functionalities, and capabilities of the Platform may change from time to time at our sole discretion.

Account Registration and Security

Account Creation

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Maintain the security and confidentiality of your login credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized use of your account.

Authorized Users

You may permit your employees, contractors, and agents ("Authorized Users") to access the Platform on your behalf. You are responsible for all activities that occur under your account and shall ensure that all Authorized Users comply with these Terms.

License Grant

Subject to these Terms and payment of applicable fees (whether paid directly or through a Channel Partner), InfraMind grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the applicable subscription term solely for your internal infrastructure planning and asset management purposes.

Acceptable Use and Restrictions

You shall not, and shall not permit any Authorized User or third party to:

• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Platform available to any third party.
• Modify, translate, adapt, or create derivative works based upon the Platform.
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Platform.
• Access the Platform to build a competitive product or service, or copy any features, functions, or graphics of the Platform.
• Interfere with or disrupt the integrity or performance of the Platform, or attempt to gain unauthorized access to the Platform or its related systems.
• Upload or transmit any malicious code, virus, or harmful data.
• Use the Platform in violation of any applicable law or regulation, or to transmit spam, unsolicited communications, or fraudulent content.
• Remove or alter any proprietary notices, labels, or marks.
• Use automated means to access the Platform without our prior written consent, or circumvent any access controls, usage limits, or security measures.

We reserve the right to investigate and take appropriate action against any violation of these Terms, including removing content, suspending or terminating accounts, and reporting to law enforcement.

Customer Data

Ownership

You retain all right, title, and interest in and to all data, information, and materials uploaded to or generated within the Platform by or on behalf of you ("Customer Data"), including infrastructure asset inventories, condition data, geospatial data, analysis configurations, and optimization results. InfraMind acquires no ownership rights in Customer Data.

License to InfraMind

You grant InfraMind a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to:

• Provide, maintain, and improve the Platform.
• Provide technical support.
• Comply with applicable law.

This license terminates upon deletion of Customer Data following termination of the subscription.

Aggregated Data

InfraMind may collect and use aggregated, anonymized, and de-identified data derived from your use of the Platform ("Aggregated Data") for purposes including Platform improvement, benchmarking, and research, provided that Aggregated Data cannot reasonably be used to identify you, any Authorized User, or any specific infrastructure asset.

Data Security

InfraMind shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Enterprise customers may request a data processing agreement describing our security practices in greater detail.

Data Portability

You may export Customer Data at any time during the subscription term using the Platform's built-in export functionality. Upon termination, InfraMind shall make Customer Data available for export for a period of ninety (90) days. After such period, InfraMind shall delete Customer Data within thirty (30) days unless retention is required by applicable law.

Fees and Payment

Access to certain features of the Platform requires payment of fees. If you subscribe directly with InfraMind, all fees are as stated at the time of purchase, are payable in accordance with the applicable order, and are non-refundable except as expressly stated in these Terms. You authorize us to charge your designated payment method for all applicable fees and are responsible for providing accurate billing information and maintaining valid payment methods.

If you access the Platform through a Channel Partner, all fees are payable to and governed by your agreement with that Channel Partner. InfraMind shall have no obligation to provide the Platform if the Channel Partner fails to remit applicable fees, but InfraMind shall provide you with thirty (30) days' notice before suspending access for non-payment by the Channel Partner.

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, except for taxes based on InfraMind's net income.

Intellectual Property

InfraMind IP

InfraMind and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, models, user interfaces, documentation, and all intellectual property rights therein. These Terms do not convey any ownership of the Platform to you.

Optimization Outputs

You own the specific optimization results, scenarios, reports, and analyses generated by the Platform using Customer Data ("Outputs"). InfraMind retains all rights in the underlying algorithms, models, and methodologies used to generate such Outputs.

Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Platform, you grant InfraMind a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without any obligation to you.

Third-Party Services

The Platform may integrate with or contain links to third-party services, products, or content. We do not control and are not responsible for third-party services, and your use of such services is at your own risk. Third-party services are governed by their own terms and privacy policies.

Warranties and Disclaimers

Platform Warranty

InfraMind warrants that the Platform will perform materially in accordance with the applicable documentation during the subscription term. Your sole remedy for breach of this warranty shall be InfraMind's commercially reasonable efforts to correct the non-conformity, or, if InfraMind is unable to do so within thirty (30) days, termination of the subscription and a pro-rata refund of prepaid fees.

AS-IS Disclaimer

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." INFRAMIND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INFRAMIND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Infrastructure Planning Disclaimer

THE PLATFORM IS A PLANNING AND DECISION-SUPPORT TOOL. ALL OPTIMIZATION RESULTS, RECOMMENDATIONS, CONDITION FORECASTS, AND ANALYSIS OUTPUTS ARE MATHEMATICAL MODELS BASED ON INPUT DATA AND ASSUMPTIONS PROVIDED BY YOU. THEY DO NOT CONSTITUTE ENGINEERING ADVICE, PROFESSIONAL RECOMMENDATIONS, OR GUARANTEES OF OUTCOMES. YOU ARE SOLELY RESPONSIBLE FOR ALL INFRASTRUCTURE INVESTMENT DECISIONS AND SHOULD RELY ON QUALIFIED PROFESSIONAL ENGINEERING JUDGMENT IN MAKING SUCH DECISIONS. INFRAMIND SHALL HAVE NO LIABILITY FOR ANY INFRASTRUCTURE INVESTMENT DECISION MADE BY YOU OR ANY THIRD PARTY BASED ON PLATFORM OUTPUTS.

Beta and Preview Features

Any beta, preview, or experimental features are provided without warranty and may be modified or discontinued at any time.

Limitation of Liability

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFRAMIND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT INFRAMIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFRAMIND'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU ACCESS THE PLATFORM THROUGH A CHANNEL PARTNER, THE LIABILITY CAP SHALL BE CALCULATED BASED ON THE FEES ATTRIBUTABLE TO YOUR SUBSCRIPTION AS DETERMINED BY THE APPLICABLE CHANNEL PARTNER AGREEMENT.

Essential Basis

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, InfraMind's liability shall be limited to the maximum extent permitted by law.

Indemnification

You shall defend, indemnify, and hold harmless InfraMind and its affiliates and their respective directors, officers, employees, agents, and licensors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of:

• Your use of the Platform in violation of these Terms.
• Customer Data or your infrastructure investment decisions based on Platform Outputs.
• Your violation of applicable law or third-party rights.
• Any dispute between you and a third party related to your use of the Platform.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

Term and Termination

Term

These Terms are effective upon your first access to the Platform and continue for the duration of your subscription, as determined by the applicable order, Channel Partner agreement, or direct subscription agreement.

Suspension

InfraMind may suspend your access to the Platform immediately upon notice if:

• You materially breach these Terms.
• Your use poses a security risk to the Platform or other customers.
• Suspension is required by law or government order.

Termination

You may stop using the Platform at any time. We may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Effect of Termination

Upon termination:

• Your right to access the Platform immediately ceases, and you shall cease all use of the Platform.
• InfraMind shall make Customer Data available for export as described in the Data Portability section.
• Provisions that by their nature should survive termination shall survive, including data ownership, intellectual property, warranty disclaimers, limitation of liability, indemnification, and the General Provisions section.

Modifications to Platform and Terms

Changes to the Platform

We reserve the right to modify, suspend, or discontinue the Platform, or any part thereof, at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform.

Changes to Terms

InfraMind may update these Terms from time to time by posting the revised Terms with a new "Last Updated" date. Material changes will be communicated with at least thirty (30) days' prior notice through the Platform or by other reasonable means. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the modified Terms.

Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.

Informal Resolution

Before initiating any formal dispute proceeding, you agree to first contact us and attempt to resolve any dispute informally for at least thirty (30) days.

Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in New York, New York. The arbitration shall be conducted in the English language. Judgment on the arbitration award may be entered in any court having jurisdiction.

Class Action Waiver

YOU AND INFRAMIND AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

General Provisions

Entire Agreement

These Terms, together with any applicable order, data processing agreement, or separately executed master subscription agreement, constitute the entire agreement between you and InfraMind regarding use of the Platform and supersede all prior agreements on this subject. These Terms do not supersede or modify any agreement between you and a Channel Partner regarding consulting services.

Severability

If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect.

Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. InfraMind may assign these Terms without restriction.

Notices

We may provide notices to you via email, posting on the Platform, or other reasonable means. Notices to InfraMind should be sent to the contact information below.

Force Majeure

InfraMind shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services.

Government Users

If you are a government entity, you agree that use of the Platform is subject to these Terms. To the extent any provision of these Terms is inconsistent with applicable government procurement regulations, the parties shall negotiate in good faith to modify such provision to the minimum extent necessary to comply with applicable law while preserving the economic terms of the arrangement.

Accessibility

InfraMind’s public website targets the WCAG 2.1 Level AA standard. To report an accessibility barrier, contact support@inframindai.com.

Export Compliance

You agree to comply with all applicable export and import laws and regulations. You may not use or export the Platform in violation of U.S. export laws.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity.

Contact Us

If you have any questions about these Terms, please contact us at: