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Terms and Conditions

TERMS AND CONDITIONS

Rapid Integrated Solutions LLC

Enterprise Software and AI Services License Agreement

Rapid Assist Platform / Rapid AI Support Platform

Last Updated: September 24, 2026

SUMMARY OF PURPOSE

This Agreement establishes the legal framework governing access to and use of the Rapid Assist Platform and Rapid AI Support Platform provided by Rapid Integrated Solutions LLC (“RIS”), including access through RIS-approved MCP Services, APIs, plugins, applications, connectors, agents, and AI Clients. The Software is licensed, not sold, and is intended for use by qualified professionals for internal business operations.

This Agreement defines ownership of software, files, Tool Results, and Outputs; allocates risk associated with AI-generated and AI-presented outputs; establishes controls over intellectual property, confidential information, data, integrations, and credentials; and outlines the responsibilities of the Customer, including independent verification of all Outputs prior to Production Use.

By using the Software, Customer agrees to comply with all terms herein, including limitations of liability, indemnification obligations, confidentiality requirements, restrictions on use and distribution, and requirements applicable to AI Client and MCP access.

Acceptance of this Agreement may occur electronically through interaction with the Software or an approved integration, including clicking an “Accept” button, connecting or authenticating to an RIS service, or invoking an RIS tool through an authorized AI Client.

This Software is LICENSED, NOT SOLD.

1. DEFINITIONS

1.1 “Agreement” means this Enterprise Software and AI Services License Agreement, including all Sections, Riders, and referenced documents.

1.2 “Software” means all Rapid Integrated Solutions LLC (“RIS”) software platforms, systems, applications, SaaS services, cloud services, APIs, Model Context Protocol (“MCP”) servers, plugins, connectors, agents, tools, resources, prompts, integrations, calculation services, data-retrieval services, and associated technologies, including the Rapid Assist Platform and Rapid AI Support Platform, together with all updates, modifications, interfaces, and related services (see Section 2 and Section 9).

1.3 “Customer” means the legal entity or individual entering into this Agreement and authorized to use the Software.

1.4 “Authorized Users” means employees, contractors, or agents of Customer permitted to access the Software in accordance with Section 2.

1.5 “Outputs” means any data, files, models, drawings, CNC files, Tool Results, calculations, summaries, excerpts, or other results generated, retrieved, or returned by the Software (see Section 4 and Section 10).

1.6 “Proprietary Files” means all files provided by RIS, including but not limited to (.iam), (.ipt), (.idw), templates, models, and associated data (see Section 3).

1.7 “Derived Files” means any files created, modified, or generated using the Software or Proprietary Files, regardless of transformation level (see Section 3).

1.8 “Confidential Information” means all non-public, proprietary, or trade secret information of RIS, including Software, files, Outputs, prompts, system instructions, MCP architecture, tools, resources, calculation logic, workflows, and business data (see Section 8).

1.9 “Production Use” means any use of Outputs for fabrication, manufacturing, construction, or real-world implementation (see Section 4 and Section 5).

1.10 “Internal Business Needs” means use solely within Customer’s organization for its own operations and not for third-party benefit (see Section 2).

1.11 “Third Party” means any entity or individual not directly employed or controlled by Customer and not expressly authorized by RIS (see Section 3 and Section 8).

1.12 “SaaS Services” means Software delivered via cloud, hosted, or remote access environments (see Section 9).

1.13 “Audit” means any review, inspection, or verification conducted by RIS to confirm compliance (see Section 11).

1.14 “Applicable Law” means all relevant federal, state, local, and international laws, regulations, and standards governing use of the Software (see Section 11).

1.15 “Breach” means any violation of this Agreement, including unauthorized use, disclosure, or access (see Sections 2, 3, 8, and 12).

1.16 “Intellectual Property” means all rights in Software, files, systems, processes, trade secrets, patents, copyrights, and proprietary materials owned by RIS (see Section 3).

1.17 “License” means the limited, revocable, non-exclusive right granted to Customer to use the Software under this Agreement (see Section 2).

1.18 “Force Majeure Event” means events beyond RIS’s reasonable control affecting performance (see Section 11).

1.19 “Dispute” means any claim, controversy, or legal action arising under or related to this Agreement (see Section 11).

1.20 “Effective Date” means the date Customer accepts this Agreement or first uses the Software.

1.21 “Rapid AI Support Platform” means RIS’s AI-accessible service architecture through which Authorized Users may access permitted RIS information, resources, calculations, tools, and services using an authorized AI Client.

1.22 “MCP Service” means any Model Context Protocol server or compatible service operated or authorized by RIS that exposes selected tools, resources, prompts, data, calculations, or functions to an authorized AI Client.

1.23 “AI Client” means any third-party artificial-intelligence system, application, agent, assistant, model, or interface through which Customer accesses the Rapid AI Support Platform, including without limitation OpenAI ChatGPT, Google Gemini, Microsoft Copilot, Anthropic Claude, or another RIS-approved system.

1.24 “AI Provider” means the third party that operates an AI Client.

1.25 “Tool Request” means a structured request submitted by an AI Client to an RIS MCP Service, API, plugin, connector, or related interface on behalf of an Authorized User.

1.26 “Tool Result” means information, calculation results, data, excerpts, responses, or other material returned by RIS in response to a Tool Request.

1.27 INTERPRETATION

Definitions shall apply equally to singular and plural forms.

References to Sections are to this Agreement unless otherwise stated.

In the event of conflict, stricter provisions favoring RIS protection shall control.

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant

Subject to continuous compliance with this Agreement and payment of all applicable fees, Rapid Integrated Solutions LLC (“RIS”) grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to Install and Access the Software solely for Customer’s Internal Business Needs and strictly in accordance with this Agreement.

2.2 Nature of License

Customer acknowledges and agrees that the Software is licensed, not sold. All rights not expressly granted are reserved by RIS. Customer acquires only the limited rights to use the Software as expressly set forth herein.

2.3 License Scope and Limitations

Customer may Install and Access the Software only:

(a) Within the permitted number of users, devices, or sessions;

(b) Within Customer-controlled systems or through RIS-approved AI Clients, applications, connectors, and integrations;

(d) In compliance with all technical and security requirements defined by RIS.

2.4 Authorized Users

Access to the Software is limited to Authorized Users.

Customer is responsible for all use of the Software by its personnel and any unauthorized access resulting from Customer systems.

2.5 License Types and Use Models

Licenses may be designated by RIS as single-user, multi-user, subscription, or other defined types.

Use must remain within the scope of the applicable license type and permitted usage limits.

Exceeding licensed use constitutes a material breach.

2.6 Prohibited Uses

Customer shall NOT, directly or indirectly:

(a) Reverse engineer, decompile, or derive source code;

(b) Replicate or recreate Software functionality;

(d) Distribute, sublicense, rent, lease, or provide Software to third parties;

(e) Provide access via cloud, SaaS, or service bureau without authorization;

(f) Circumvent security or licensing controls;

(g) Remove proprietary notices or identifiers;

(h) Use an AI Client, automated agent, bot, crawler, script, prompt sequence, API process, or similar method to systematically extract, enumerate, scrape, harvest, reconstruct, replicate, or download RIS Proprietary Files, Confidential Information, calculation logic, prompts, workflows, system instructions, internal data structures, or other protected content;

(i) Use Tool Results, Outputs, RIS content, or access to the Rapid AI Support Platform to train, fine-tune, ground, benchmark, evaluate, reproduce, or develop any competing artificial-intelligence model, software product, knowledge base, calculation system, or service without RIS’s prior written authorization;

(j) Attempt to cause an AI Client to reveal authentication credentials, hidden prompts, system instructions, proprietary source material, internal identifiers, security controls, or information not expressly authorized for Customer;

(k) Share authentication credentials, API keys, access tokens, service credentials, or licensed MCP access with unauthorized persons or organizations; or

(l) Permit an AI Client, agent, or automated process to exceed the permissions, rate limits, usage limits, or data-access scope established by RIS.

2.7 Technical Protection Measures

Customer shall not bypass, disable, or interfere with any licensing, authentication, or security mechanisms.

Unauthorized circumvention constitutes infringement and material breach.

2.8 Installation and Access Restrictions

Software may only be installed on Customer-controlled devices unless otherwise approved.

Access outside approved environments or territories is prohibited.

2.9 Third-Party Materials

Customer is responsible for compliance with all third-party software or materials used in connection with the Software.

RIS assumes no responsibility for third-party components.

2.10 Monitoring and Compliance

RIS reserves the right to monitor usage and enforce compliance.

Customer shall cooperate with any compliance verification.

2.11 Unauthorized Use

Any use outside the scope of this Agreement constitutes infringement and breach.

Customer must promptly notify RIS of any unauthorized use.

2.12 Reservation of Rights

All rights not expressly granted are reserved.

No implied licenses are granted.

3. INTELLECTUAL PROPERTY AND FILE CONTROL

3.1 Exclusive Ownership

Rapid Integrated Solutions LLC (“RIS”) retains sole, exclusive, perpetual, irrevocable, and worldwide ownership of all Software, Proprietary Files, Derived Files, templates, algorithms, workflows, system architecture, embedded logic, and all associated intellectual property rights.

No rights are transferred except a limited license explicitly granted under this Agreement.

3.2 Expanded Definition of Protected Assets

“Proprietary Files” include all (.iam), (.ipt), (.idw), CNC files, models, drawings, scripts, prompts, system instructions, MCP resources, calculation tools, source materials, outputs, and any associated metadata or embedded data.

“Derived Files” include any file, modification, transformation, or output created using RIS systems, regardless of level of modification.

All such materials are deemed trade secrets and Confidential Information.

3.3 Absolute Transfer Prohibition

Customer shall not transfer, sell, sublicense, distribute, publish, expose, or otherwise provide access to any Proprietary or Derived Files to any Third Party without prior written authorization from RIS.

3.4 Mandatory Security and Control Requirements

Customer shall implement and maintain appropriate safeguards to protect Proprietary and Derived Files.

3.5 File Identification, Watermarking, and Tracking

RIS may require watermarking, tagging, fingerprinting, or embedding of identifiers in all files.

3.6 Named User and Device Enforcement

Access to Software and files shall be restricted to specifically authorized named users and registered devices.

3.7 Third-Party Access Control and Registration

No third party may access Proprietary or Derived Files without prior written approval by RIS.

3.8 Automated Breach Detection and Triggers

Unauthorized use, distribution, or exposure of files shall constitute material breach.

3.9 Tiered Liquidated Damages and Cost Recovery

Customer agrees that unauthorized use or disclosure results in irreparable harm and financial liability.

3.10 Injunctive and Immediate Relief

RIS shall be entitled to immediate injunctive relief.

3.11 Audit, Monitoring, and Remote Enforcement Rights

RIS reserves the right to audit and monitor compliance.

3.12 Survival and Global Enforcement

All obligations under this Section survive termination indefinitely.

3.13 No Implied Rights

All rights not expressly granted are reserved by RIS.

3.14 Customer Feedback, Requests, and No Ownership Rights

Customer acknowledges and agrees that any suggestions, feature requests, enhancements, ideas, feedback, or other input (“Feedback”) provided to Rapid Integrated Solutions LLC (“RIS”), whether oral, written, or otherwise, shall be deemed non-confidential and voluntarily provided.

RIS shall have the unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, develop, commercialize, or otherwise exploit such Feedback for any

purpose, including incorporation into the Software or related services, without any obligation, compensation, or attribution to Customer.

Customer further agrees that:

(a) Any functionality, feature, enhancement, or capability developed by RIS, whether or not based on or inspired by Customer Feedback, shall be solely owned by RIS;

(b) Customer shall have no ownership, intellectual property rights, or other claims to the Software or any portion thereof, including any modifications, updates, or new features;

(c) The mere act of requesting, suggesting, or influencing any feature or functionality does not grant Customer any rights, licenses, equity, or interest in RIS, its Software, or its services;

(d) All such developments shall be considered part of the Software as defined under this Agreement and subject to all ownership and restriction provisions herein.

3.15 AI / MCP ACCESS DOES NOT CONSTITUTE FILE DELIVERY

Access to information through the Rapid AI Support Platform, an MCP Service, AI Client, plugin, API, connector, agent, or Tool Request does not constitute delivery, disclosure, licensing, transfer, or distribution of the underlying RIS Proprietary Files.

RIS may return selected excerpts, calculation results, summaries, structured data, or Tool Results while retaining exclusive control of the underlying source materials, software, calculation logic, models, files, databases, and systems.

Customer receives only the limited right to use the specific Tool Result or Output returned to Customer for the authorized purpose and receives no right to access, obtain, copy, inspect, reconstruct, or demand delivery of the underlying RIS source materials.

4. AI OUTPUT RISK ALLOCATION

4.1 Nature of AI Outputs

Customer acknowledges that the Software utilizes artificial intelligence, automation, and algorithmic processes that generate outputs based on probabilistic models.

Such Outputs may contain errors, omissions, inaccuracies, or unintended results and are not guaranteed to be correct, complete, or suitable for any specific purpose.

4.2 No Warranty of Accuracy or Performance

RIS makes NO representations, warranties, or guarantees of any kind, express or implied, regarding:

(a) Engineering accuracy;

(b) Manufacturability;

(d) Safety, reliability, or performance;

(e) Fitness for any particular purpose.

All Outputs are provided “AS IS” and “WITH ALL FAULTS.”

4.3 Professional Responsibility

The Software is a tool intended to assist trained professionals and is NOT a substitute for professional judgment, engineering review, or independent analysis.

Customer is solely responsible for all decisions, actions, and outcomes arising from use of the Software or Outputs.

4.4 Mandatory Independent Verification

Customer SHALL independently verify, validate, and approve all Outputs prior to any Production Use.

This includes, without limitation:

(a) Engineering review;

(b) Dimensional verification;

(d) Code and regulatory compliance review;

(e) Safety and performance testing.

Failure to perform such verification constitutes willful misuse.

4.5 Production Use at Customer Risk

Any use of Outputs for fabrication, manufacturing, construction, or production is undertaken solely at Customer’s risk.

RIS shall have no responsibility or liability for any results arising from Production Use.

4.6 System Environment Disclaimer

Customer acknowledges that Outputs are generated within Customer’s unique hardware, software, and workflow environment.

RIS does not guarantee compatibility, consistency, or performance across different environments.

4.7 No Duty to Correct or Monitor

RIS has no obligation to review, correct, monitor, or validate Outputs.

RIS shall not be responsible for identifying errors, omissions, or unsafe conditions.

4.8 Limitation on Reliance

Customer shall not rely solely on Outputs for any critical decision-making process.

Outputs must be treated as preliminary or assistive in nature.

4.9 Third-Party and Downstream Use

Customer is solely responsible for any use of Outputs by third parties.

Customer shall ensure that any downstream user understands and complies with the limitations set forth in this Section.

4.10 Assumption of Risk

Customer expressly assumes all risks associated with use of the Software and Outputs, including risks of error, failure, defect, or non-compliance.

4.11 Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIS SHALL NOT BE LIABLE FOR:

(a) Structural failure;

(b) Product defects;

(d) Construction issues;

(e) Regulatory violations;

(f) Personal injury or death;

(g) Economic or business losses;

arising from or related to use of the Software or Outputs.

4.12 Allocation of Risk

Customer acknowledges that the pricing of the Software reflects this allocation of risk.

Customer agrees that RIS would not provide the Software without these limitations.

4.13 Survival

All provisions of this Section shall survive termination of the Agreement indefinitely.

4.14 THIRD-PARTY AI INTERPRETATION

Customer acknowledges that an AI Client may summarize, transform, combine, interpret, paraphrase, omit, or otherwise alter information returned by RIS after RIS provides the Tool Result.

RIS does not control and is not responsible for the AI Client’s interpretation, transformation, presentation, retention, or downstream use of Tool Results after delivery to the AI Client.

Customer shall independently verify any response presented by an AI Client against the underlying Tool Result or other authoritative source where accuracy is material.

5. RELEASE AND WAIVER OF LIABILITY

5.1 General Release

Customer, on behalf of itself and its officers, employees, contractors, agents, successors, and assigns, hereby irrevocably releases, waives, and discharges RIS from any and all claims, demands, causes of action, damages, losses, liabilities, and expenses of any kind, whether known or unknown, arising out of or related to the use of the Software or any Outputs.

5.2 Scope of Release

This release expressly includes, without limitation:

(a) Fabrication or manufacturing defects;

(b) Structural failures or performance deficiencies;

(d) Code or regulatory violations;

(e) Personal injury or death;

(f) Property damage;

(g) Economic loss, lost profits, or business interruption;

(h) Errors, omissions, or inaccuracies in Outputs;

(i) Misuse, misinterpretation, or reliance on Outputs.

5.3 Third-Party Claims

Customer agrees that this release applies to all third-party claims, including but not limited to claims brought by customers, contractors, vendors, regulatory authorities, or any other parties.

Customer shall be solely responsible for defending, indemnifying, and holding harmless RIS from any such claims.

5.4 No Reliance / Assumption of Risk

Customer acknowledges that the Software is a tool intended to assist professionals and is not a substitute for independent engineering judgment, testing, or validation.

Customer expressly assumes all risks associated with use of the Software and Outputs.

5.5 Waiver of Unknown Claims

To the fullest extent permitted by law, Customer waives any rights under any statute or common law principle that would otherwise limit the effect of this release to known or suspected claims.

Customer acknowledges that it may discover facts different from or in addition to those now known, and agrees that this release shall remain effective notwithstanding such discovery.

5.6 No Liability for Negligence

To the maximum extent permitted by law, this release applies regardless of whether claims are based on contract, tort (including negligence), strict liability, or any other legal theory.

5.7 Essential Basis of Agreement

Customer acknowledges that this release and waiver of liability is a fundamental element of the agreement between the parties.

The pricing of the Software reflects this allocation of risk, and RIS would not provide the Software without these protections.

5.8 Maximum Extent of Law

This Section shall apply to the fullest extent permitted under applicable law, including the laws of the State of Michigan.

If any portion of this Section is held unenforceable, the remaining provisions shall remain in full force and effect.

5.9 Survival

This Section shall survive termination of the Agreement indefinitely.

6. LIMITATION OF LIABILITY

6.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAPID INTEGRATED SOLUTIONS LLC (“RIS”) SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL;

(d) BUSINESS INTERRUPTION, PRODUCTION DELAYS, OR DOWNTIME;

(e) COSTS OF REWORK, SCRAP, REPLACEMENT, OR CORRECTIVE MANUFACTURING;

(f) PERSONAL INJURY, PROPERTY DAMAGE, OR REGULATORY PENALTIES ARISING FROM USE OF OUTPUTS;

REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF RIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 CAP ON DIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(a) TWENTY-FIVE THOUSAND DOLLARS ($25,000 USD); OR

(b) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO RIS FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 APPLICATION OF LIMITATIONS

THE LIMITATIONS SET FORTH IN THIS SECTION APPLY:

(a) TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE;

(b) EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(d) TO THE FULLEST EXTENT PERMITTED UNDER THE LAWS OF THE STATE OF MICHIGAN.

6.4 ESSENTIAL BASIS OF AGREEMENT

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(a) THE SOFTWARE IS PROVIDED SUBJECT TO THE ALLOCATION OF RISK SET FORTH IN THIS SECTION;

(b) THE FEES CHARGED BY RIS REFLECT THIS ALLOCATION OF RISK;

6.5 NO EXPANSION OF LIABILITY

NO ORAL OR WRITTEN INFORMATION, ADVICE, OR REPRESENTATION PROVIDED BY RIS SHALL CREATE ANY LIABILITY OR EXPAND THE SCOPE OF LIABILITY SET FORTH HEREIN.

6.6 SEVERABILITY AND MAXIMUM ENFORCEMENT

IF ANY PORTION OF THIS SECTION IS HELD INVALID OR UNENFORCEABLE, SUCH PORTION SHALL BE MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE, AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

6.7 SURVIVAL

THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT INDEFINITELY.

7. INDEMNIFICATION

7.1 CUSTOMER INDEMNIFICATION OBLIGATION

Customer shall defend, indemnify, and hold harmless Rapid Integrated Solutions LLC (“RIS”), its owners, officers, employees, contractors, affiliates, and agents from and against any and all claims, demands, actions, suits, liabilities, damages, losses, costs, and expenses (including, without limitation, attorneys’ fees, expert fees, and settlement amounts) arising out of or relating to:

(a) Customer’s use, misuse, or inability to use the Software;

(b) any Outputs, designs, drawings, or data generated by or derived from the Software;

(d) Customer’s failure to independently verify Outputs, designs, or specifications;

(e) any modification, combination, or integration of the Software with other systems, processes, or data not provided by RIS;

(f) any violation of applicable laws, regulations, codes, or industry standards by Customer;

(g) any breach of this Agreement by Customer.

7.2 INCLUSION OF NEGLIGENCE

THE FOREGOING INDEMNIFICATION OBLIGATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND SHALL INCLUDE CLAIMS ARISING FROM RIS’S OWN NEGLIGENCE (WHETHER ACTIVE, PASSIVE, OR CONCURRENT), EXCEPT TO THE EXTENT CAUSED BY RIS’S WILLFUL MISCONDUCT OR FRAUD.

7.3 THIRD-PARTY CLAIMS AND OUTPUT LIABILITY

Customer expressly acknowledges that:

(a) the Software is a tool intended to assist in design, estimation, or manufacturing processes;

(b) all Outputs require independent professional verification;

Accordingly, Customer assumes full responsibility for all third-party claims arising from Outputs or Production Use.

7.4 DEFENSE AND CONTROL

RIS shall have the right, at its option, to:

(a) assume control of the defense and settlement of any claim subject to indemnification;

(b) select counsel of its choosing;

Customer shall not settle any claim that imposes liability or obligations on RIS without RIS’s prior written consent.

7.5 COSTS AND EXPENSES

Customer’s indemnification obligations include, without limitation:

(a) attorneys’ fees and legal costs;

(b) expert witness fees;

(d) settlement amounts and judgments;

(e) costs associated with recalls, rework, remediation, or corrective actions;

7.6 NO LIMITATION

THE OBLIGATIONS SET FORTH IN THIS SECTION ARE INDEPENDENT OF AND SHALL NOT BE LIMITED BY ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING ANY LIMITATION OF LIABILITY.

7.7 SURVIVAL

THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT INDEFINITELY.

8. NON-DISCLOSURE AGREEMENT

8.1 DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means all non-public, proprietary, or confidential information of Rapid Integrated Solutions LLC (“RIS”), whether disclosed directly or indirectly, in any form, including but not limited to:

(a) software, source code, object code, algorithms, calculation logic, prompts, system instructions, MCP tools and resources, and logic;

(b) system architecture, MCP architecture, tools, resources, workflows, methods, and processes;

(d) business methods, pricing, strategies, and customer information;

(e) any information designated as confidential or that reasonably should be understood to be confidential.

8.2 OBLIGATION OF NON-DISCLOSURE

Customer shall not disclose, publish, transmit, or otherwise make available any Confidential Information to any third party without prior written consent of RIS.

8.3 USE RESTRICTIONS

Customer shall use Confidential Information solely for its internal business purposes related to authorized use of the Software and shall not:

(a) use Confidential Information for competitive purposes;

(b) reverse engineer, decompile, or derive underlying ideas from Confidential Information;

(d) use Confidential Information to develop competing products or services.

8.4 DERIVED FILES AND OUTPUTS

All Outputs, Derived Files, and data generated using the Software that incorporate or reflect RIS Confidential Information shall be deemed Confidential Information and subject to this Section.

8.5 ACCESS CONTROL

Customer shall restrict access to Confidential Information to only those employees or contractors who:

(a) have a need to know for authorized use;

(b) are bound by written confidentiality obligations no less restrictive than this Agreement;

Customer shall be fully responsible for any breach by such personnel.

8.6 SECURITY OBLIGATIONS

Customer shall implement reasonable and industry-standard safeguards to protect Confidential Information from unauthorized access, disclosure, or use.

8.7 COMPULSORY DISCLOSURE

If Customer is required by law to disclose Confidential Information, Customer shall:

(a) provide prompt written notice to RIS;

(b) cooperate with RIS to seek protective measures;

8.8 INTELLECTUAL PROPERTY ACKNOWLEDGMENT

Customer acknowledges that Confidential Information constitutes valuable trade secrets and proprietary information of RIS and that no rights are granted except as expressly stated.

8.9 REMEDIES

Customer acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages are insufficient, and RIS shall be entitled to:

(a) injunctive relief;

(b) equitable remedies;

8.10 TERM AND SURVIVAL

Confidentiality obligations shall:

(a) survive termination of this Agreement;

(b) continue for a minimum of five (5) years;

8.11 NO LICENSE

No license or rights are granted to Customer under any intellectual property rights of RIS except as expressly set forth in this Agreement.

8.12 AUTHORIZED AI PROVIDER PROCESSING

Use of an RIS-approved AI Client may necessarily transmit a Tool Request or Tool Result through the applicable AI Provider. Such transmission does not, by itself, violate this Section when it occurs within the scope of an authorized integration and the Customer’s licensed use.

Customer remains responsible for selecting and configuring its AI Provider account and for understanding the AI Provider’s independent terms, privacy practices, retention settings, and data controls.

Customer shall not intentionally submit RIS Confidential Information to an unapproved AI Client, use an approved AI Client outside the scope authorized by RIS, or authorize an AI Provider to use RIS Confidential Information or Tool Results for generalized model training without RIS’s prior written approval.

9. SAAS TERMS

9.1 NATURE OF SERVICES

The Software may be provided as a cloud-based, hosted, or Software-as-a-Service (“SaaS”) platform.

Customer acknowledges that access to the Software is provided remotely and no ownership or physical delivery of software occurs.

The Software is licensed, not sold, consistent with industry-standard licensing models.

9.2 ACCESS AND AVAILABILITY

RIS does not guarantee uninterrupted availability, uptime, or error-free operation of the Software.

Access may be interrupted due to maintenance, updates, system failures, or external factors.

RIS reserves the right to modify, suspend, or discontinue any portion of the Software at any time without liability.

9.3 ACCOUNT RESPONSIBILITY

Customer is solely responsible for:

(a) all access to and use of the Software under its accounts;

(b) maintaining the confidentiality of login credentials;

Unauthorized access resulting from Customer’s failure to secure credentials shall be deemed Customer responsibility.

9.4 SUSPENSION AND TERMINATION

RIS may suspend or terminate access immediately, without notice, if:

(a) Customer breaches this Agreement;

(b) Customer engages in unauthorized use;

(d) security risks or misuse are detected;

Suspension may include disabling access to data, Outputs, or services.

9.5 DATA STORAGE AND RETENTION

RIS does not guarantee storage, backup, or retention of any Customer data, Outputs, or files.

Customer is solely responsible for maintaining independent backups of all data.

RIS shall not be liable for any loss, corruption, or deletion of data.

9.6 DATA PROCESSING AND CONNECTIVITY

Use of the Software may require internet connectivity and data transmission.

Customer consents to transmission, processing, and storage of data necessary to operate the Software.

RIS may utilize third-party infrastructure and services to deliver SaaS and AI functionality. The Rapid AI Support Platform may use Google Cloud, Google Drive, Google Apps Script, and other RIS-approved infrastructure or service providers as reasonably necessary to operate the Software.

9.7 UPDATES AND MODIFICATIONS

RIS may deploy updates, patches, or modifications automatically.

Such updates may alter functionality, Outputs, or performance without prior notice.

Customer agrees that continued use constitutes acceptance of such changes.

9.8 NO SERVICE LEVEL AGREEMENT (SLA)

Unless expressly agreed in writing, no service level agreement applies.

RIS disclaims all guarantees regarding uptime, response times, or system performance.

9.9 THIRD-PARTY SERVICES

The Software may integrate with third-party services.

RIS is not responsible for third-party services, availability, or data handling practices.

Customer assumes all risk associated with third-party integrations.

9.10 SECURITY DISCLAIMER

While RIS may implement reasonable security measures, no system is completely secure.

RIS does not guarantee protection against unauthorized access, cyberattacks, or data breaches.

9.11 EFFECT OF TERMINATION

Upon termination or suspension:

(a) Customer access may be revoked immediately;

(b) data may be deleted without notice;

9.12 MCP, API, PLUGIN, AND AI CLIENT ACCESS

RIS may permit Customer to access portions of the Software through an MCP Service, API, plugin, application, connector, agent, or other approved integration.

Such access is part of the Software and remains subject to all license, confidentiality, intellectual-property, security, usage, audit, and liability provisions of this Agreement.

9.13 THIRD-PARTY AI PROVIDERS

AI Clients and AI Providers are third-party services independent of RIS.

RIS does not control and does not warrant the availability, security, accuracy, functionality, model behavior, data practices, retention practices, policies, or continued compatibility of any AI Provider.

Customer’s use of an AI Client is separately subject to the terms, privacy policies, account settings, and contractual relationship between Customer and the applicable AI Provider.

9.14 DATA TRANSMISSION THROUGH AI CLIENTS

Customer acknowledges that information necessary to perform an authorized Tool Request may be transmitted from Customer or the AI Client to RIS and that a Tool Result may be transmitted from RIS back to the AI Client.

RIS is designed to process only information reasonably necessary to perform the requested function.

Customer is solely responsible for determining what information Customer submits to an AI Client and for ensuring Customer has authority to submit such information.

9.15 MCP DATA RETENTION

User prompts, engineering inputs, calculation inputs, retrieved document excerpts, and calculation results processed by RIS through the Rapid AI Support Platform are not intentionally retained by RIS after completion of the applicable transaction.

Limited error or diagnostic information may be retained for up to thirty (30) days when reasonably necessary to diagnose and correct technical problems. RIS seeks to avoid including complete prompt or customer-content data in diagnostic records when such information is not necessary for troubleshooting.

Security, access, authentication, and service-usage records may be retained for up to ninety (90) days for cybersecurity, abuse prevention, system integrity, access control, auditing, and incident investigation.

Customer account, licensing, entitlement, contractual, billing, and administrative records may be retained for the duration of the customer relationship and thereafter as reasonably necessary for contractual, accounting, security, dispute-resolution, or legal purposes.

These RIS retention provisions do not govern data independently retained by an AI Provider or other third-party service. RIS processing of personal information is also subject to the then-current RIS Privacy Policy published by RIS.

9.16 AUTHENTICATION AND ACCESS TOKENS

Customer shall protect all API keys, authentication tokens, passwords, authorization grants, license credentials, service credentials, and other access mechanisms associated with the Rapid AI Support Platform.

Customer shall not place RIS private credentials into ordinary AI prompts or disclose such credentials to unauthorized persons.

RIS may immediately revoke or rotate credentials when misuse, unauthorized access, or a security risk is suspected.

9.17 NO DIRECT ACCESS TO RIS STORAGE

Authorization to use an MCP Service, plugin, application, connector, or AI Client does not grant Customer or the AI Provider direct access to RIS Google Drive repositories, Google Cloud resources, Google Apps Script projects, source files, source code, internal databases, credentials, or administrative systems except where RIS expressly exposes a specific resource or function.

9.18 SURVIVAL

Sections relating to data responsibility, disclaimers, and liability shall survive termination indefinitely.

10. ENGINEERING USE RIDER

10.1 PROFESSIONAL USE DISCLAIMER

The Software is a professional tool intended to assist in engineering, design, and drafting activities.

It is not a substitute for independent engineering judgment, analysis, or professional certification.

All Outputs generated by the Software are subject to verification and validation by qualified personnel.

10.2 NO ENGINEERING SERVICES

RIS does not provide engineering services, professional advice, or certified designs through the Software.

Use of the Software does not create any engineer-of-record relationship, professional duty, or licensed obligation.

Customer acknowledges that RIS is not acting as a licensed engineer, architect, or professional of record.

10.3 CUSTOMER RESPONSIBILITY FOR COMPLIANCE

Customer is solely responsible for ensuring that all designs, drawings, and Outputs comply with:

(a) applicable building codes (including but not limited to IBC);

(b) safety regulations (including but not limited to OSHA);

(d) all applicable laws, regulations, and jurisdictional requirements.

10.4 REQUIRED PROFESSIONAL REVIEW

All Outputs must be reviewed, approved, and, where required, stamped by a licensed professional engineer or other qualified professional prior to use in fabrication, construction, or implementation.

10.5 NO RELIANCE ON OUTPUTS

Customer shall not rely solely on Outputs generated by the Software for any critical decision-making, safety determination, or regulatory compliance.

Independent verification, testing, and validation are required in all cases.

10.6 OUTPUT LIMITATIONS AND VARIABILITY

Customer acknowledges that the Software may produce incomplete, inaccurate, or non- compliant Outputs depending on inputs, configurations, and use cases.

RIS makes no representation or warranty regarding the accuracy, completeness, or fitness of Outputs for any particular purpose.

10.7 ASSUMPTION OF RISK

Customer assumes all risks associated with the use of the Software and any Outputs, including but not limited to:

(a) design errors;

(b) structural failures;

(d) safety hazards;

(e) economic losses or project delays.

10.8 LIMITATION OF LIABILITY FOR ENGINEERING USE

To the maximum extent permitted by law, RIS shall have no liability arising from or related to:

(a) use of the Software for engineering or design purposes;

(b) reliance on Outputs;

(d) non-compliance with applicable laws, codes, or standards.

10.9 ENVIRONMENT AND SYSTEM DEPENDENCY

The Software operates within Customer’s unique hardware, software, and operational environment.

RIS does not guarantee that Outputs will achieve intended results within Customer’s specific conditions or constraints.

10.10 AI CLIENT AND MCP ENGINEERING USE

When engineering information, calculations, or technical content is accessed through an AI Client or MCP Service, the AI Client may alter, summarize, omit, or combine the Tool Result when presenting a response to Customer.

Customer shall treat the AI Client response as assistive information and shall independently verify all engineering inputs, calculations, assumptions, codes, dimensions, materials, and resulting Outputs before Production Use.

10.11 SURVIVAL

This Engineering Use Rider shall survive termination of this Agreement and continue to apply to any Outputs previously generated.

11. AUDIT RIGHTS

11.1 RIGHT TO AUDIT

Rapid Integrated Solutions LLC (“RIS”) reserves the right, directly or through a designated third- party auditor, to audit Customer’s compliance with this Agreement, including but not limited to use, installation, access, and distribution of the Software.

11.2 SCOPE OF AUDIT

The audit may include review of Customer’s records, systems, facilities, and technical environments, including but not limited to machine IDs, user access logs, license counts, and related documentation necessary to verify compliance.

11.3 NOTICE AND TIMING

RIS shall provide at least fifteen (15) days’ prior written notice of any audit. Audits shall be conducted during normal business hours and in a manner designed to minimize disruption to Customer’s operations.

11.4 CUSTOMER OBLIGATIONS

Customer shall fully cooperate with any audit and shall:

(a) provide access to all relevant systems, records, and personnel;

(b) respond to audit requests within fifteen (15) days;

11.5 REMOTE AND ELECTRONIC AUDITS

RIS may conduct audits electronically, including via automated tools, telemetry, or remote access methods, where applicable.

11.6 NON-COMPLIANCE REMEDIES

If an audit reveals any non-compliance:

(a) Customer shall immediately obtain and pay for all required licenses to achieve compliance;

(b) Customer shall reimburse RIS for reasonable audit costs if non-compliance is found;

(d) RIS reserves the right to pursue all available legal and equitable remedies.

11.7 RECORD RETENTION

Customer shall maintain complete and accurate records sufficient to demonstrate compliance for a period of not less than three (3) years.

11.8 NO LIMITATION OF RIGHTS

The audit rights set forth herein are in addition to, and not in limitation of, any other rights or remedies available to RIS under this Agreement or applicable law.

11.9 CONFIDENTIALITY

RIS shall treat Customer’s confidential information obtained during an audit in accordance with the confidentiality provisions of this Agreement.

11.10 COST ALLOCATION

Each party shall bear its own costs associated with the audit, except as otherwise provided in Section 11.6(b).

11.11 SURVIVAL

This Section shall survive termination or expiration of the Agreement.

12. GOVERNMENT COMPLIANCE

12.1 GENERAL COMPLIANCE OBLIGATION

Customer shall comply with all applicable federal, state, local, and international laws, regulations, and governmental requirements in connection with the use, access, export, and distribution of the Software.

12.2 EXPORT CONTROL AND SANCTIONS

The Software, including any technical data, is subject to United States export control laws and regulations, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and applicable economic sanctions programs. Customer shall not export, re-export, transfer, or disclose the Software in violation of such laws.

12.3 RESTRICTED PARTIES AND PROHIBITED USES

Customer represents and warrants that it and its users are not listed on any government restricted party list and will not use the Software for any prohibited end use, including but not limited to nuclear, chemical, biological weapons development, or missile technology.

12.4 GOVERNMENT USE RESTRICTIONS

The Software is commercial computer software developed at private expense. Any use by U.S. Government entities is subject to applicable federal regulations, including FAR 12.212 and DFARS 227.7202, and is provided with restricted rights.

12.5 NO CERTIFICATION FOR CRITICAL USE

The Software is not designed, intended, or certified for use in hazardous, safety-critical, or mission-critical systems, including but not limited to nuclear facilities, aviation navigation, life support systems, or defense systems. Customer assumes all risks associated with such uses.

12.6 CUSTOMER RESPONSIBILITY FOR COMPLIANCE

Customer is solely responsible for obtaining any required governmental approvals, licenses, or authorizations and for ensuring compliance by its employees, contractors, and agents.

12.7 INDEMNIFICATION FOR VIOLATIONS

Customer shall defend, indemnify, and hold harmless Rapid Integrated Solutions LLC (“RIS”) from any claims, damages, penalties, or liabilities arising from Customer’s violation of applicable laws, including export control laws.

12.8 SUSPENSION AND TERMINATION RIGHTS

RIS may immediately suspend or terminate access to the Software upon reasonable belief of a violation of this Section or applicable law.

12.9 COOPERATION WITH AUTHORITIES

Customer shall cooperate with RIS and governmental authorities in any investigation or enforcement action related to compliance.

12.10 NO LIABILITY FOR GOVERNMENT NON-COMPLIANCE

RIS shall have no liability for Customer’s failure to comply with applicable laws or regulations.

12.11 SURVIVAL

This Section shall survive termination or expiration of the Agreement.

13. DISPUTE RESOLUTION

13.1 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-law principles.

13.2 MANDATORY BINDING ARBITRATION

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

13.3 ARBITRATION PROCEDURE

The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Michigan. The arbitrator shall have exclusive authority to resolve any dispute relating to enforceability, interpretation, or scope of this Section.

13.4 WAIVER OF JURY TRIAL

THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.5 CLASS ACTION WAIVER

All disputes shall be brought solely in an individual capacity. Customer agrees not to participate in any class action, collective action, or representative proceeding.

13.6 LIMITED COURT EXCEPTIONS

Notwithstanding the foregoing, Rapid Integrated Solutions LLC (“RIS”) may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or enforce license restrictions.

13.7 VENUE FOR COURT ACTIONS

For any permitted court proceedings, the parties agree to exclusive jurisdiction and venue in the state or federal courts located in Michigan.

13.8 COSTS AND FEES

Each party shall bear its own legal fees and costs, except that RIS may recover fees and costs in the event of Customer’s breach of this Agreement or violation of applicable law.

13.9 CONFIDENTIALITY OF PROCEEDINGS

All arbitration proceedings, including filings, evidence, and outcomes, shall be confidential, except as required by law.

13.10 TIME LIMITATION ON CLAIMS

Any claim must be brought within one (1) year after the cause of action arises, or it shall be permanently barred.

13.11 SEVERABILITY AND ENFORCEABILITY

If any provision of this Section is found unenforceable, the remaining provisions shall remain in full force, and the unenforceable portion shall be modified to the minimum extent necessary.

13.12 SURVIVAL

This Section shall survive termination or expiration of the Agreement.

14. ADDITIONAL LEGAL PROVISIONS

14.1 FORCE MAJEURE

Rapid Integrated Solutions LLC (“RIS”) shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, internet or telecommunications failures, cyber incidents, supplier failures, governmental actions, or other force majeure events.

14.2 NO ASSIGNMENT BY CUSTOMER

Customer may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, whether by operation of law, merger, sale of assets, change of control, or otherwise, without the prior written consent of RIS, which may be withheld in RIS’s sole discretion.

Any attempted assignment in violation of this Section shall be void.

14.3 ASSIGNMENT BY RIS

RIS may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, or in connection with a merger, acquisition, or sale of assets, without Customer consent.

14.4 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral, relating to the subject matter herein.

14.5 AMENDMENTS

RIS reserves the right to modify or update this Agreement from time to time.

Updated terms shall become effective upon notice or continued use of the Software.

Customer’s continued use constitutes acceptance of such modifications.

14.6 SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.7 NO WAIVER

No failure or delay by RIS in exercising any right shall constitute a waiver of that right.

Any waiver must be in writing and shall apply only to the specific instance identified.

14.8 SURVIVAL

The following provisions shall survive termination or expiration of this Agreement:

(a) Intellectual Property;

(b) Confidentiality and Non-Disclosure;

(d) Limitation of Liability;

(e) Audit Rights;

(f) Government Compliance;

(g) Any other provisions that by their nature should survive.

14.9 INDEPENDENT CONTRACTORS

The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship.

14.10 COMPLIANCE WITH LAWS

Customer shall comply with all applicable laws, regulations, and industry standards in connection with use of the Software.

14.11 NO THIRD-PARTY BENEFICIARIES

This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and no third party shall have any rights under this Agreement.

14.12 INTERPRETATION

This Agreement shall not be construed against either party as the drafter.

Headings are for convenience only and shall not affect interpretation.

14.13 LANGUAGE AND PRIORITY

The English version of this Agreement shall control in the event of any conflict with translated versions.

14.14 EQUITABLE RELIEF

Customer acknowledges that breach of this Agreement may cause irreparable harm to RIS for which monetary damages would be insufficient.

RIS shall be entitled to seek injunctive or equitable relief without the necessity of posting bond.

15. ACCEPTANCE OF TERMS AND CONDITIONS

By clicking an “Accept” button, installing, connecting, authenticating to, accessing, invoking, or using the Rapid Assist Platform, Rapid AI Support Platform, an RIS MCP Service, API, plugin, application, connector, agent, or other RIS service, Customer acknowledges that it has read, understood, and agrees to be bound by all terms and conditions set forth in this Enterprise Software and AI Services License Agreement, including all Sections, Riders, and referenced documents.

Access to and use of the Software, including access through the Rapid Assist Platform, Rapid AI Support Platform, MCP Services, APIs, plugins, applications, connectors, agents, and authorized AI Clients, is expressly conditioned upon Customer’s acceptance of this Agreement. If Customer does not agree to these terms, Customer must not access or use the Software.

Customer further acknowledges and agrees that:

Customer acknowledges that directing or permitting an Authorized User or AI Client to invoke an RIS Tool, API, connector, or MCP Service after presentation of or agreement to these terms constitutes use of the Software under this Agreement.

· The act of clicking “Accept” constitutes a legally binding electronic acceptance of this Agreement, equivalent to a handwritten signature.

· Each acceptance may be recorded, logged, and associated with the applicable license, user, device, or system identifier.

· Continued use of the software after acceptance reaffirms Customer’s agreement to the then-current version of this Agreement.

· Rapid Integrated Solutions LLC may require periodic re-acceptance of this Agreement, including but not limited to upon software updates, license renewal, or elapsed time intervals.

· If Customer declines to accept the Agreement, access to the software may be restricted, suspended, or terminated, subject to any applicable grace period.

This Agreement is deemed entered into as of the date and time Customer first clicks “Accept” or otherwise installs, connects to, authenticates to, invokes, accesses, or uses the Software following presentation of these terms.