Terms of Service

NorthGrid Online SaaS End User License and Subscription Agreement · Version FINAL 8/27/26 · Effective September 7, 2026

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NORTHGRID ONLINE SAAS END USER LICENSE AND SUBSCRIPTION AGREEMENT

This NorthGrid Online SaaS End User License and Subscription Agreement (the “Agreement”) is between NorthGrid, LLC, an Alaska limited liability company (“NorthGrid”), and the business or organization on whose behalf the Service is purchased or used (“Customer”). This Agreement governs subscriptions purchased through NorthGrid’s website and is incorporated into the online checkout transaction and Customer’s account records.

NorthGrid is a cloud-based electrical asset information management platform designed to assist organizations in documenting, organizing, maintaining, and reporting information related to electrical infrastructure and equipment assets. The Service supports maintenance management and asset documentation practices commonly associated with industry standards, including NFPA 70B. NorthGrid is not an engineering, inspection, testing, compliance, certification, or life-safety service, and Customer remains solely responsible for engineering decisions, inspections, testing, maintenance, operational decisions, and regulatory compliance. Access to or use of the Service does not determine whether any person is qualified, licensed, certified, trained, or otherwise authorized to perform electrical work, inspections, testing, maintenance, repair, or servicing.

BY CHECKING THE BOX INDICATING ACCEPTANCE AND CLICKING THE BUTTON TO COMPLETE THE PURCHASE, THE PERSON ACCEPTING REPRESENTS THAT THEY HAVE READ AND AGREE TO THIS AGREEMENT AND HAVE AUTHORITY TO BIND CUSTOMER. IF THAT PERSON DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE, THE PURCHASE MUST NOT BE COMPLETED AND THE SERVICE MAY NOT BE USED.

1. Definitions

1.1 “Asset” means an individual item of electrical equipment or infrastructure maintained as a unique record within the Service. Assets generally correspond to individual equipment categories recognized by NFPA 70B for inspection, maintenance, or asset-management purposes. NorthGrid may designate additional equipment types or records as Assets for subscription, licensing, and billing purposes. NorthGrid’s reasonable methodology for counting Assets will control where uncertainty exists.

1.2 “Authorized User” means an employee, contractor, subcontractor, consultant, affiliate, or other person whom Customer authorizes to access the Service on Customer’s behalf.

1.3 “Client User” means a representative of Customer’s client or facility owner to whom Customer grants limited access to information made available through Customer’s account.

1.4 “Customer Data” means data, records, files, images, drawings, reports, site information, client information, and other content submitted to, stored in, or generated through the Service by or for Customer, excluding NorthGrid Technology and Aggregated Data.

1.5 “Documentation” means user guides, help materials, and other documentation NorthGrid makes available for use of the Service.

1.6 “Checkout Details” means the subscription tier, Asset allowance, Storage Allocation, billing cycle, fees, Subscription Term, selected add-ons, and other commercial terms displayed to Customer during online checkout and reflected in NorthGrid’s transaction and account records.

1.7 “Service” means the hosted NorthGrid platform, including applicable features, reports, workflows, storage, support tools, and updates made available under the Checkout Details.

1.8 “Storage Allocation” means the storage made available with Customer’s subscription as stated in the Checkout Details or applicable subscription tier and measured in accordance with this Agreement and NorthGrid’s applicable storage policy.

1.9 “Subscription Term” means the initial subscription period and each renewal period stated in the Checkout Details.

1.10 “NorthGrid Technology” means the Service, software, source and object code, databases, architecture, user interfaces, workflows, APIs, Documentation, designs, know-how, models, methodologies, reports templates, improvements, and related intellectual property owned or controlled by NorthGrid.

1.11 “Aggregated Data” means information derived from use of the Service that has been aggregated and de-identified so that it does not identify Customer, Customer’s clients, an individual, or a specific facility.

2. Subscription and Access Rights

2.1 Subscription Grant.

Subject to Customer’s compliance with this Agreement and payment of all fees, NorthGrid grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service for Customer’s internal business purposes and for managing electrical assets on behalf of Customer’s clients.

2.2 Account Scope.

Customer may authorize an unlimited number of Authorized Users, Client Users, client organizations, and sites, unless otherwise stated in the Checkout Details. Subscription pricing is based primarily on the number of Assets and the Storage Allocation.

2.3 Client Access.

Customer may grant Client Users limited access to information associated with the applicable client or facility. Customer controls permissions and remains responsible for ensuring that each Client User receives only appropriate access.

2.4 Restrictions.

Customer will not, and will not permit any user to: (a) copy, modify, translate, or create derivative works of the Service except as expressly permitted; (b) reverse engineer, decompile, disassemble, or attempt to discover source code or non-public structure; (c) rent, lease, resell, sublicense, or provide the Service as a competing hosted offering; (d) bypass usage, security, or access controls; or (e) use the Service in violation of law or this Agreement.

2.5 Documentation.

Customer may use the Documentation solely in connection with its authorized use of the Service.

2.6 United States-Only Use.

The Service is currently authorized for use only within the United States. Customer may access and use the Service only for business operations, clients, facilities, and Assets located within the United States, unless NorthGrid expressly authorizes otherwise in writing. Customer will not access, deploy, market, resell, or use the Service outside the United States or knowingly permit an Authorized User or Client User to do so. NorthGrid may restrict or suspend access that violates this Section. For purposes of this Agreement, “United States” means the fifty (50) states and the District of Columbia unless NorthGrid expressly agrees otherwise in writing.

3. Users, Credentials, and Two-Factor Authentication

3.1 User Administration.

Customer is responsible for adding, removing, and managing its Authorized Users and Client Users, assigning appropriate roles, and promptly disabling access when authorization ends.

3.2 Customer Responsibility.

Customer is responsible for all acts and omissions occurring under its account and for compliance with this Agreement by its Authorized Users and Client Users.

3.3 Credential Security.

Each user must maintain the confidentiality of account credentials, may not share credentials, and must promptly notify Customer and NorthGrid of suspected unauthorized access.

3.4 Mandatory Two-Factor Authentication.

Two-factor authentication is required for all user accounts. Customer will ensure that every user enrolls in and maintains an approved second authentication factor. NorthGrid may block or suspend access for any account that has not completed required two-factor authentication.

3.5 Security Measures.

Customer will use reasonable security measures on devices and networks used to access the Service and will not attempt to disable or circumvent security features.

4. Customer Responsibilities

4.1 Accuracy and Completeness.

Customer is solely responsible for the accuracy, completeness, quality, legality, and reliability of Customer Data, including Asset records and uploaded files.

4.2 Authority and Permissions.

Customer represents that it has all rights, permissions, licenses, and authority necessary to submit Customer Data, invite users, and authorize NorthGrid to host and process Customer Data as contemplated by this Agreement.

4.3 Professional Decisions.

Customer is solely responsible for engineering judgments, inspections, testing, maintenance schedules, code compliance, safety determinations, operational decisions, and the selection and supervision of personnel performing electrical work. Customer will ensure that qualified professionals review and act on information maintained in or generated through the Service.

4.4 Qualified Personnel and Electrical Work.

NorthGrid is an information management and documentation platform. Access to or use of the Service, including completion of any NorthGrid-provided training, tutorials, workflows, forms, checklists, reports, or other materials, does not constitute training, certification, licensure, authorization, or qualification to perform electrical work, electrical inspections, testing, maintenance, repair, servicing, or other activities involving electrical equipment or electrical hazards.

Customer is solely responsible for determining and ensuring that every person who performs electrical work, inspections, testing, maintenance, repair, servicing, or other activities documented, scheduled, managed, or supported through the Service is properly trained, qualified, licensed, certified, supervised, and authorized for the specific work being performed, as required by applicable law, regulation, code, standard, workplace safety requirement, and the applicable Authority Having Jurisdiction (AHJ). Without limiting the foregoing, Customer is responsible for compliance with applicable Occupational Safety and Health Administration (OSHA) requirements and applicable National Fire Protection Association (NFPA) standards, including NFPA 70E where applicable.

Qualification must be determined based on the individual, the specific equipment, the work being performed, the electrical hazards involved, and the requirements applicable at the location where the work is performed. Qualification or authorization for one task or type of equipment does not necessarily establish qualification for another task or different equipment. NorthGrid does not evaluate, verify, certify, warrant, or represent that any Customer, Authorized User, Client User, employee, contractor, technician, electrician, inspector, or other person is qualified or authorized to perform electrical work merely because that person has access to or uses the Service. Customer shall not represent or imply otherwise.

Customer remains solely responsible for establishing and enforcing its electrical safety program, work practices, training and qualification requirements, supervision, personal protective equipment requirements, lockout/tagout procedures, energized-work practices, and all other safety measures applicable to work performed by or on behalf of Customer.

4.5 Customer Systems.

Customer is responsible for internet connectivity, compatible hardware and software, and the security and operation of Customer-controlled systems.

4.6 Cooperation.

Customer will provide information and cooperation reasonably required for NorthGrid to provide support, investigate incidents, and administer the Service.

5. Customer Data, File Storage, and Data Transfers

5.1 Customer Ownership.

As between the parties, Customer retains all right, title, and interest in Customer Data, subject to the rights of facility owners, Customer’s clients, and other third parties.

5.2 License to NorthGrid.

Customer grants NorthGrid a worldwide, non-exclusive, royalty-free license during the Subscription Term and applicable retention periods to host, copy, process, transmit, display, back up, and otherwise use Customer Data solely to provide, secure, maintain, support, and improve the Service and to perform NorthGrid’s obligations under this Agreement.

5.3 Uploaded Files.

Customer may upload and store files in supported formats. Customer is responsible for the contents of uploaded files and for ensuring that files are lawful, free of malicious code, and do not infringe third-party rights. NorthGrid may impose reasonable technical limits on file types, file sizes, scanning, storage, and other upload characteristics, and may apply different limits to different file types or media.

5.4 Storage Allocation and Measurement.

Each subscription includes the Storage Allocation stated in the Checkout Details or applicable subscription tier. NorthGrid may measure storage using a trailing-average methodology rather than transient peak usage so that temporary spikes, including batch imports, do not by themselves determine ongoing storage status. Additional storage may be purchased under NorthGrid’s then-current offerings or as stated in the Checkout Details.

5.5 Storage Usage Categories.

Unless NorthGrid states otherwise in an applicable policy or Checkout Details, storage usage includes Customer-uploaded media and files associated with assets, sites, or clients, including equipment and site photographs, infrared and thermal imagery (including radiometric originals), PDFs and other documents, and imported test data or instrument files. Database records, attribute values, audit history, user accounts, and system-generated identifiers do not count against the Storage Allocation. Retired-asset media may be moved to archival storage and measured at a reduced rate under NorthGrid’s then-current storage policy.

5.6 Report Archive and Retention.

Reports generated by the Service are maintained separately from Customer’s measured file-storage usage and are governed by the report-retention period applicable to Customer’s subscription tier or Checkout Details. NorthGrid may delete or make unavailable prior report versions after the applicable retention period expires. Customer may purchase extended report retention if offered by NorthGrid.

5.7 Usage Notices and Grace Period.

NorthGrid may make storage-usage information available within the Service and may provide notices as usage approaches or reaches the Storage Allocation. If Customer exceeds the Storage Allocation, NorthGrid will provide a thirty (30) day grace period before pausing new uploads, unless immediate action is reasonably necessary for security, service integrity, unlawful use, or another circumstance addressed elsewhere in this Agreement.

5.8 Upload Pause; Continued Access.

If Customer remains above the Storage Allocation after the applicable grace period, NorthGrid may pause new uploads until Customer reduces measured usage or obtains additional storage. NorthGrid will not delete existing Customer Data solely because Customer exceeds the Storage Allocation. During a storage-based upload pause, Customer may continue to view and search existing data and, subject to account status and other provisions of this Agreement, generate reports, download available files, and use supported share-link functionality. Ordinary viewing, searching, report generation, downloads, and share-link deliveries do not count against the Storage Allocation.

5.9 Exports During Active, Paid Subscription.

While Customer’s subscription is active and all amounts due are current, Customer may use available export functionality or request a commercially reasonable export of Customer Data, subject to technical limitations and any applicable professional-services fees for custom export work.

5.10 Facility Owner Transfer Requests.

A facility owner or other party with superior legal rights in facility records may request that records associated with its facility be transferred from one NorthGrid customer account to another. NorthGrid may require written authorization, identity and authority verification, payment of applicable fees, resolution of conflicting claims, and reasonable implementation time. NorthGrid may refuse or delay a transfer when authority is disputed or the request would violate law, contract, security obligations, or third-party rights.

5.11 No Adjudication of Ownership.

NorthGrid is not required to adjudicate disputes concerning ownership or control of Customer Data. NorthGrid may preserve, restrict, or suspend access to disputed records pending written agreement of the affected parties or a binding legal order.

6. Intellectual Property, Feedback, and Custom Development

6.1 NorthGrid Ownership.

NorthGrid and its licensors retain all right, title, and interest in and to the NorthGrid Technology, including all updates, enhancements, modifications, configurations, and derivative works. No rights are granted except those expressly stated in this Agreement.

6.2 Customer Materials.

Customer retains ownership of Customer Data and any pre-existing materials Customer provides, subject to the license granted in Section 5.2.

6.3 Feedback.

If Customer or any user provides suggestions, ideas, enhancement requests, feature requests, or other feedback, NorthGrid may use and incorporate that feedback without restriction, attribution, or obligation.

6.4 Customer-Funded Development.

Unless a separate written Statement of Work signed by NorthGrid expressly states otherwise, all software, enhancements, modifications, customizations, integrations, reports, workflows, features, Documentation, and other developments created by or for NorthGrid remain the exclusive property of NorthGrid, even when Customer requests or pays for the development. Customer’s payment does not transfer ownership or create exclusivity, royalty, approval, or restriction rights.

6.5 Platform Use of Developments.

NorthGrid may, in its discretion, incorporate customer-funded or requested developments into the Service, modify them, discontinue them, and make them available to other customers.

6.6 Pre-Existing Intellectual Property.

Each party retains ownership of intellectual property it owned or developed before or independently of this Agreement. Inclusion of pre-existing materials in a deliverable does not transfer ownership.

6.7 Aggregated Data.

NorthGrid may create, use, disclose, and commercialize Aggregated Data for analytics, benchmarking, service improvement, development of new features, security, capacity planning, and industry statistics, provided the information does not identify Customer, Customer’s clients, an individual, or a specific facility.

7. Fees, Billing, Taxes, and Subscription Measurement

7.1 Fees.

The Checkout Details serve as the transaction-specific fee schedule for Customer’s online purchase and are incorporated into this Agreement. Customer will pay the fees shown in the Checkout Details. Except as expressly stated in this Agreement, at checkout, or as required by law, fees are non-cancelable and non-refundable.

7.2 Billing Cycle.

Customer selects the available billing cycle during checkout. Charges are billed in advance according to that selection, and any applicable annual-payment discount will be shown before Customer completes the purchase.

7.3 Asset Counts.

NorthGrid may measure the number of Assets maintained in the Service. If Customer exceeds its subscribed Asset tier, NorthGrid may require an upgrade, charge applicable overage fees, or limit creation of additional Assets until the subscription is adjusted.

7.4 Plan Upgrades.

Customer may upgrade to a higher subscription tier during an active Subscription Term through NorthGrid’s website or account controls, subject to availability and NorthGrid’s then-current offerings. An upgrade does not restart, extend, or otherwise change Customer’s existing Subscription Term or renewal date. For a subscription billed monthly, the upgraded subscription rate will apply beginning with the next monthly billing period following the upgrade. For a subscription paid annually in advance, NorthGrid may charge the prorated difference between the existing subscription and the upgraded subscription for the remainder of the then-current Subscription Term. At the next renewal, the subscription will renew at the rate applicable to the upgraded tier unless otherwise stated in the Checkout Details. An upgrade becomes effective when provisioned by NorthGrid even though the billing adjustment may occur as described above. Customer’s affirmative selection of an upgrade through NorthGrid’s website or account controls constitutes acceptance of the applicable updated Checkout Details.

7.5 Plan Downgrades.

Customer may request a downgrade to a lower subscription tier, but a downgrade will take effect only at the beginning of Customer’s next renewal term unless NorthGrid expressly agrees otherwise in writing. Customer is not entitled to a mid-term refund or credit based solely on a requested downgrade. To qualify for a lower tier, Customer’s measured Asset count and other applicable usage must be within the limits of the requested lower tier as of the effective date of the downgrade. If Customer does not meet those limits, NorthGrid may require Customer to reduce applicable usage or remain on the appropriate higher tier.

7.6 Additional Storage.

If Customer requires storage beyond the included Storage Allocation, Customer may obtain additional storage under NorthGrid’s then-current offerings or as stated in the applicable Checkout Details. Storage-based upload restrictions may remain in effect until the additional storage is provisioned or measured usage is brought within the applicable Storage Allocation. No paid add-on, additional storage charge, or other optional fee becomes binding unless Customer affirmatively purchases it through NorthGrid’s website or account controls, or agrees to it in a separate signed writing.

7.7 Payment Terms.

Customer authorizes NorthGrid and its payment processor to charge the payment method provided at checkout for the initial purchase, recurring subscription charges, approved add-ons, applicable taxes, and other amounts properly due under this Agreement. Unless NorthGrid separately agrees to invoice Customer, online subscription fees are due in advance at the time of purchase or renewal.

7.8 Taxes.

Fees exclude taxes, levies, duties, and similar governmental assessments. Customer is responsible for all such amounts except taxes based on NorthGrid’s net income.

7.9 Late Amounts.

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, plus reasonable collection costs.

7.10 Pricing Changes.

NorthGrid may change pricing, subscription tiers, included storage, or fees effective at renewal by providing reasonable advance notice.

8. Term, Renewal, Suspension, and Termination

8.1 Term and Renewal.

This Agreement begins when Customer affirmatively accepts it during checkout or first activates the purchased subscription, whichever occurs first. Unless the Checkout Details state otherwise, the subscription automatically renews for successive periods matching the selected billing cycle until Customer disables renewal through available account controls or otherwise gives notice before the next renewal date. Cancellation of renewal takes effect at the end of the then-current paid Subscription Term.

8.2 Voluntary Termination or Non-Renewal.

A Customer that is current on all payment obligations may export Customer Data during the active Subscription Term. A cancellation submitted through the website or account controls ordinarily prevents the next renewal and does not create a refund for the current paid term unless required by law or expressly stated at checkout. Following expiration or voluntary termination, NorthGrid will retain production Customer Data for ninety (90) days, during which Customer may request reactivation or a standard export, subject to payment of applicable fees. After that period, NorthGrid may permanently delete production Customer Data.

8.3 Suspension for Non-Payment.

If Customer fails to pay amounts when due, NorthGrid may suspend editing and uploading privileges and place the account in read-only status after any notice or grace period stated in the Checkout Details or invoice.

8.4 No Export While Delinquent.

While Customer’s account is delinquent, data-export functionality and export services may be disabled. Customer will not be entitled to export Customer Data until all overdue amounts, late charges, and applicable reactivation fees are paid in full.

8.5 Sixty-Day Cure Period.

Customer will have sixty (60) days after suspension for non-payment to bring the account current. Upon payment in full, NorthGrid will restore the account’s applicable functionality within a commercially reasonable period.

8.6 Termination for Continued Non-Payment.

If Customer remains delinquent at the end of the sixty-day cure period, NorthGrid may terminate the subscription. NorthGrid will retain production Customer Data for ninety (90) days after termination. During that period, Customer may request reinstatement by paying all outstanding amounts and any applicable reactivation charges. NorthGrid may condition reinstatement on acceptance of then-current terms and pricing. No export is required while amounts remain unpaid.

8.7 Termination for Material Breach.

Either party may terminate the Checkout Details or this Agreement if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice, or within ten (10) days for a payment breach unless a longer period is provided in Section 8.5.

8.8 Immediate Suspension or Termination.

NorthGrid may immediately suspend or terminate access when reasonably necessary to address fraud, unlawful activity, malicious code, a security threat, misuse of the Service, risk of harm to the Service or others, or conduct that may expose NorthGrid to liability.

8.9 Termination or Discontinuation by NorthGrid.

NorthGrid may terminate Customer’s subscription or discontinue the Service, in whole or in substantial part, for business, commercial, operational, technical, or other reasons unrelated to Customer breach by providing Customer at least ninety (90) days’ advance written notice. If NorthGrid terminates a paid subscription under this Section before the end of Customer’s then-current Subscription Term, NorthGrid will refund any prepaid recurring subscription fees attributable to the period following the effective date of termination. Such refund will be Customer’s sole monetary remedy arising solely from NorthGrid’s exercise of its termination right under this Section. During the notice period, Customer may continue to access and use the Service, subject to this Agreement, and may export Customer Data while Customer’s account remains in good standing. Following the effective date of termination, Customer Data will be handled in accordance with the post-termination retention and deletion provisions of this Agreement. Nothing in this Section limits NorthGrid’s right to suspend or terminate the Service immediately where otherwise permitted under this Agreement, including for non-payment, security threats, unlawful activity, fraud, misuse, or material breach.

8.10 Backups.

Customer Data may remain in backups for a limited period after deletion from production systems and will be deleted or overwritten in accordance with NorthGrid’s normal backup-retention practices. Backups are not maintained as a customer archive and may not be available for restoration.

8.11 Effect of Termination.

Upon termination, Customer’s access rights end, accrued payment obligations remain due, and Sections that by their nature should survive will survive, including confidentiality, intellectual property, payment, disclaimers, limitations of liability, dispute provisions, and this Section.

9. Security, Hosting, and Incident Response

9.1 Hosting Providers.

NorthGrid may use one or more commercially reasonable third-party hosting, infrastructure, backup, security, and service providers and may change providers at its discretion.

9.2 United States Data Residency.

NorthGrid intends to host production Customer Data in the United States. NorthGrid may use support tools or subprocessors that process limited information outside the United States only if disclosed or permitted by an applicable data-processing addendum.

9.3 Safeguards.

NorthGrid will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction.

9.4 Data in Transit.

NorthGrid will use industry-standard encrypted transport, such as HTTPS/TLS, for transmission of Customer Data between supported user devices and the Service.

9.5 No Encryption-at-Rest Commitment.

Unless expressly stated in the Checkout Details or security addendum, this Agreement does not represent or warrant that all Customer Data is encrypted at rest.

9.6 Role-Based Access.

The Service may provide role-based permission controls. Customer is responsible for assigning and reviewing roles and permissions.

9.7 No Single Sign-On Commitment.

Single Sign-On is not included unless expressly stated in the Checkout Details or later made available by NorthGrid.

9.8 Security Incident Notification.

If NorthGrid confirms unauthorized access to Customer Data that is reasonably likely to materially affect Customer, NorthGrid will notify Customer without unreasonable delay and provide information reasonably available regarding the nature of the incident and remediation efforts, subject to law-enforcement requests, legal restrictions, and the needs of the investigation.

9.9 Shared Responsibility.

Customer acknowledges that security depends on both parties and that NorthGrid is not responsible for incidents caused by Customer systems, compromised credentials, user misconduct, or Customer’s failure to follow required security practices.

10. Mutual Confidentiality

10.1 Confidential Information.

“Confidential Information” means non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is marked confidential or that reasonably should be understood as confidential given its nature and the circumstances of disclosure. Customer Confidential Information includes Customer Data, asset and site information, client information, uploaded files, and non-public operational information. NorthGrid Confidential Information includes non-public software information, pricing, security information, architecture, product roadmaps, Documentation, and business information.

10.2 Protection and Use.

The Receiving Party will use the Disclosing Party’s Confidential Information only to perform or exercise rights under this Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, professional advisors, and subprocessors who have a need to know and are bound by confidentiality obligations.

10.3 Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality duty; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

10.4 Required Disclosure.

The Receiving Party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives prompt notice when legally permitted and reasonably cooperates, at the Disclosing Party’s expense, in seeking protective treatment.

10.5 Equitable Relief.

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party may seek appropriate injunctive or equitable relief in addition to other remedies.

11. Product Evolution, Support, and Maintenance

11.1 Service Evolution.

NorthGrid may add, modify, improve, replace, or discontinue features, workflows, interfaces, reports, integrations, technologies, and other aspects of the Service as part of ongoing development.

11.2 Core Functionality.

NorthGrid will not materially reduce the core functionality of Customer’s subscribed Service during an active Subscription Term except when reasonably necessary for security, legal compliance, third-party dependency changes, emergency maintenance, or technical integrity. When commercially practicable, NorthGrid will provide advance notice of a material reduction.

11.3 New Offerings.

NorthGrid may introduce new tiers, optional modules, premium features, AI-assisted capabilities, integrations, storage packages, and professional services for additional fees.

11.4 Support.

NorthGrid will provide support in accordance with its then-current support policy or the support terms stated in the Checkout Details.

11.5 Maintenance.

NorthGrid may perform scheduled and emergency maintenance that temporarily affects availability. NorthGrid will use commercially reasonable efforts to minimize disruption.

11.6 Third-Party Dependencies.

Features that depend on third-party services may change or become unavailable. NorthGrid may replace or discontinue such features when a third party changes or withdraws its service.

12. Limited Warranty and Disclaimers

12.1 Limited-Service Warranty.

NorthGrid warrants that it will provide the Service in a professional and workmanlike manner and use commercially reasonable efforts to maintain availability and correct reproducible material software defects.

12.2 Warranty Remedy.

Customer’s exclusive remedy for breach of Section 12.1 is for NorthGrid to reperform the affected service or use commercially reasonable efforts to correct the verified defect. If NorthGrid cannot do so within a reasonable period, Customer may terminate the affected Checkout Details and receive a prorated refund of prepaid fees for the unused portion of the terminated term.

12.3 No Engineering or Compliance Warranty.

NorthGrid does not provide engineering, inspection, testing, maintenance, certification, code-compliance, or life-safety services. NorthGrid does not warrant that use of the Service satisfies NFPA 70B or any other law, code, standard, contractual requirement, or professional duty. NorthGrid does not determine, certify, warrant, or represent that any person is qualified, licensed, certified, trained, competent, or authorized to perform electrical work, inspections, testing, maintenance, repair, servicing, or other activities involving electrical equipment or electrical hazards.

12.4 Customer Data and Reports.

NorthGrid does not warrant the accuracy, completeness, reliability, or suitability of Customer Data or reports that depend on Customer Data. Reports may contain errors resulting from incomplete, inaccurate, outdated, or improperly entered information.

12.5 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 12.1, THE SERVICE, DOCUMENTATION, REPORTS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHGRID DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

13. Indemnification

13.1 Customer Indemnity.

Customer will defend, indemnify, and hold harmless NorthGrid and its affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorney’s fees arising from: (a) Customer Data; (b) Customer’s or its users’ violation of law, this Agreement, or third-party rights; (c) engineering, inspection, maintenance, safety, or operational decisions made by or for Customer; or (d) Customer’s relationship with its clients or facility owners.

13.2 NorthGrid IP Indemnity.

NorthGrid will defend Customer against a third-party claim that Customer’s authorized use of the unmodified Service infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement, provided Customer promptly notifies NorthGrid and gives NorthGrid control of the defense and settlement.

13.3 Exclusions.

NorthGrid has no indemnity obligation for claims arising from Customer Data, modifications not made by NorthGrid, combination with items not supplied or approved by NorthGrid, use outside the Documentation, continued use after notice, or Customer’s failure to use an available non-infringing replacement.

13.4 Remedies.

If the Service is or may be subject to an infringement claim, NorthGrid may obtain the right for continued use, modify or replace the affected portion, or terminate the affected Service and refund prepaid fees for the unused portion of the terminated term. This Section states NorthGrid’s entire liability for intellectual-property infringement claims.

14. Limitation of Liability

14.1 Excluded Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability Cap.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NORTHGRID UNDER THE APPLICABLE CHECKOUT DETAILS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Excluded Claims.

The limitations in Section 14.2 do not apply to: (a) Customer’s payment obligations; (b) fraud or willful misconduct; (c) a party’s infringement or misappropriation of the other party’s intellectual property; (d) breach of confidentiality obligations; or (e) liabilities that cannot lawfully be limited.

14.4 Allocation of Risk.

The fees reflect the allocation of risk in this Agreement. The limitations apply regardless of the form of action and even if a remedy fails of its essential purpose.

15. Acceptable Use

Customer and its users will not use the Service to:

• violate any applicable law, regulation, court order, or third-party right;
• upload malware, ransomware, malicious code, corrupted files, or content designed to disrupt or compromise systems;
• attempt unauthorized access to the Service, another account, or data not authorized for the user;
• interfere with the operation, integrity, availability, or security of the Service;
• conduct penetration testing, vulnerability scanning, or security testing without NorthGrid’s prior written authorization;
• scrape, crawl, harvest, or use automated extraction tools except through supported functionality or approved APIs;
• upload unlawful, infringing, defamatory, deceptive, or harmful content;
• misrepresent identity, authority, facility ownership, or rights in Customer Data;
• use the Service to create or support a competing product or service; or
• circumvent Asset counts, Storage Allocations, fees, access controls, or other contractual or technical limits.

16. Privacy and Legal Compliance

16.1 Business Data.

The Service is intended for commercial business use and not for storing consumer financial account information, protected health information, government-classified information, payment-card data, or other specially regulated data unless NorthGrid expressly agrees in writing.

16.2 Personal Information.

Each party will comply with applicable privacy and data-protection laws relevant to its role. Customer is responsible for providing notices and obtaining consents required for personal information it submits to the Service.

16.3 Privacy Policy and Addenda.

NorthGrid’s then-current privacy policy and any signed data-processing addendum will apply to personal information processed through the Service. If there is a conflict, the signed data-processing addendum controls for its subject matter.

16.4 Export Controls and Sanctions.

Customer will not use, export, or provide access to the Service in violation of United States export-control, sanctions, or trade laws.

17. Dispute Resolution, Governing Law, and Venue

17.1 Good-Faith Resolution.

Before filing a lawsuit, a party will provide written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for at least thirty (30) days, except that either party may immediately seek injunctive relief or act to preserve a claim or prevent irreparable harm.

17.2 Governing Law.

This Agreement is governed by the laws of the State of Alaska, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.3 Venue and Jurisdiction.

The parties consent to exclusive jurisdiction and venue in the state courts located in Anchorage, Alaska, or, if federal jurisdiction exists, the United States District Court for the District of Alaska.

17.4 Attorney’s Fees and Costs.

The prevailing party in an action arising out of or relating to this Agreement is entitled to recover its reasonable attorney’s fees and costs to the extent permitted by applicable law.

17.5 No Mandatory Arbitration.

No dispute is subject to mandatory arbitration unless the parties later agree in a signed writing.

18. General Provisions

18.1 Notices.

Legal notices to Customer may be delivered to the account administrator or billing-contact email address or mailing address maintained in Customer’s account. Customer must send legal notices to NorthGrid using the legal-notice contact information NorthGrid makes available on its website, in the Service, or in the Checkout Details. Notices are effective upon receipt or documented electronic delivery, as applicable.

18.2 Assignment.

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign it without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party’s obligations. Any prohibited assignment is void.

18.3 Force Majeure.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, utility or internet failures, labor disputes, acts of government, war, terrorism, civil unrest, epidemics, cyberattacks not caused by failure to maintain reasonable safeguards, or failure of third-party infrastructure. Payment obligations are not excused.

18.4 Independent Contractors.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, or employment relationship.

18.5 Third-Party Beneficiaries.

There are no third-party beneficiaries except indemnified parties expressly identified in this Agreement.

18.6 Order of Precedence.

If documents conflict, the order of precedence is: (a) a separately signed SaaS subscription agreement or signed amendment; (b) a signed data-processing or security addendum for its subject matter; (c) the Checkout Details, for commercial terms and selected subscription features; (d) this Agreement; and (e) incorporated policies.

18.7 Entire Agreement; Integration.

This Agreement, the Checkout Details accepted by Customer at the time of purchase or renewal, and any policies or addenda expressly incorporated by reference constitute the complete and fully integrated agreement between NorthGrid and Customer regarding the applicable subscription. They supersede all prior and contemporaneous proposals, quotations, representations, discussions, communications, understandings, and agreements, whether oral or written, concerning that subscription. No statement, promise, representation, or other term will modify or supplement this Agreement unless it is contained in the Checkout Details, an electronic record expressly incorporated into the applicable transaction, or a later written agreement or amendment executed or electronically accepted by the parties in accordance with this Agreement.

18.8 Amendments.

NorthGrid may update this Agreement prospectively. For material changes, NorthGrid will provide reasonable notice by email, in-product notice, website notice, or presentation of updated terms for acceptance. Unless a change is required earlier by law, security, or technical necessity, a material change will ordinarily take effect at Customer’s next renewal or when Customer affirmatively accepts the updated terms. Updated terms will not retroactively alter accrued payment obligations or claims.

18.9 Waiver.

A waiver must be in writing and applies only to the specific instance. Failure to enforce a provision is not a waiver.

18.10 Severability.

If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

18.11 Interpretation.

Headings are for convenience. “Including” means “including without limitation.” References to days mean calendar days unless stated otherwise. No presumption against the drafter applies.

18.12 Electronic Acceptance and Records.

Customer agrees that electronic acceptance has the same effect as a handwritten signature. NorthGrid may retain evidence of acceptance and the related transaction, including Customer and account identifiers, the accepting user’s name and email address, date and time, Agreement version, selected Checkout Details, payment transaction record, and reasonable technical identifiers used to document the acceptance event.

18.13 Separately Signed Agreement Controls.

If Customer and NorthGrid later execute a written SaaS subscription agreement, Order Form, amendment, or other signed agreement that expressly governs the same subscription, that signed agreement controls over this Online Agreement to the extent of any conflict for the covered subscription.

Online Checkout Acceptance

Customer accepts this Agreement by affirmatively selecting the acceptance control associated with a conspicuous link to this Agreement and completing the applicable purchase or activation. By doing so, the person accepting represents that they have read and agree to this Agreement and have authority to bind Customer. NorthGrid may condition account activation or continued use on completion of that acceptance process.

The checkout acknowledgment may state: “I have read and agree to the NorthGrid Online SaaS End User License and Subscription Agreement, and I represent that I am authorized to accept it on behalf of the Customer.”

NorthGrid may retain the accepted Agreement version, Checkout Details, and transaction record with the Customer account as evidence of the terms applicable to the purchase and renewal.

Appendix A — Key Commercial and Operational Terms

Text Messaging Terms

The following section governs NorthGrid’s text messaging program. It is separate from the Online SaaS End User License and Subscription Agreement set out above, which governs subscriptions to the NorthGrid platform. These messaging terms are also published in full at Messaging Terms.

Program and message types

NorthGrid operates an informational SMS text messaging program for business contacts who have opted in. Subscribers receive only conversational messages (replies to an inquiry and related follow-up), transactional messages (demo scheduling, appointment confirmations, and reminders), and notifications and alerts relating to a demo or conversation the subscriber has requested. NorthGrid does not send promotional or marketing text messages under this program. Message frequency varies. Our messaging number is (619) 389-2383.

How subscribers opt in

Consent is given affirmatively by providing a mobile number and checking the consent box on the contact form at northgridtracking.com, including when that same form is completed on a NorthGrid-provided device at a trade show or event. The checkbox is unchecked by default and is never required to submit the form. Consent is not a condition of purchase.

Opting out

To stop receiving messages, reply STOP to any text message. You will receive one confirmation message, after which no further texts will be sent to that number. Reply HELP for help, or contact us using the details below.

Cost

Message and data rates may apply. Check with your carrier for details. NorthGrid does not charge for messages.

Carriers and delivery

Messages are supported on major United States wireless carriers, and carrier participation may change without notice. Carriers are not liable for delayed or undelivered messages. Delivery is not guaranteed.

Eligibility

You must be 18 years of age or older to use this SMS service. The program is intended for business contacts in the United States. You must be the subscriber of, or the customary user with authority over, the mobile number you provide.

Mobile information is not shared

No mobile information is shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared with any third parties, excluding aggregators and providers of the text message services who assist us in delivering messages. All other use case categories exclude text messaging originator opt-in data and consent entirely. See our Privacy Policy for how consent records are stored and used.

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