SummaGuard Subscription Terms

Version: 1.0 Effective date: 2026-09-09 Last updated: 2026-09-07

THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER (SECTION 21) THAT AFFECT CUSTOMER'S LEGAL RIGHTS. SEE SECTION 21.

SummaGuard is a product of SummaCore LLC.

These SummaGuard Subscription Terms (this "Agreement") are entered into between SummaCore LLC, a Texas limited liability company ("SummaCore", "we", "us", or "our"), and the business entity accepting this Agreement ("Customer", "you", or "your"). This Agreement governs Customer's access to and use of SummaGuard, the software-as-a-service environmental, health, and safety platform made available at guard.summacore.com, or a successor address SummaCore designates (the "Service").

The following documents are incorporated into this Agreement by reference and form part of it: the AI Terms Exhibit, the Data Processing Addendum, the Acceptable Use Policy, and the Security Exhibit. The AI Terms Exhibit and the Acceptable Use Policy and Security Exhibit are published at summaguard.com/terms; the Data Processing Addendum is provided with each Order and is available on request at [email protected]. The Privacy Policy describes our privacy practices and is referenced in Section 7. Appendix A (Early Access / Pilot Terms) is incorporated and applies as described in that Appendix. In the event of a conflict, an executed Order controls over this Agreement, and this Agreement controls over the incorporated exhibits, except that: the Data Processing Addendum controls with respect to the processing of personal information within Customer Data; and the AI Terms Exhibit controls with respect to the AI Features. Appendix A controls, during the Early Access Period, over any conflicting provision of this Agreement.

1. Agreement Formation

1.1 Acceptance. This Agreement takes effect when Customer clicks a box or button indicating acceptance, executes an Order that references this Agreement, or first accesses or uses the Service, whichever occurs first (the "Effective Date"). Each User's acceptance of this Agreement in the Service records that User's acknowledgement of the then-current version; the Customer entity is bound as provided in this Section 1.1.

1.2 Business use only. The Service is a business-to-business offering for use by employers and their authorized personnel. The Service is not offered to, and may not be used by, individuals acting as consumers. Consumer-protection regimes applicable to consumer offerings are not intended to apply to this Agreement.

1.3 Authority. The individual accepting this Agreement represents that they are at least 18 years old and have authority to bind the Customer entity to this Agreement. If the individual does not have that authority, or if Customer does not agree to this Agreement, Customer must not access or use the Service.

1.4 Affiliates. Customer's Affiliates may use the Service under Customer's account only as permitted by the applicable Order, and Customer is responsible for their compliance with this Agreement. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

2. Definitions

Capitalized terms have the meanings given where defined in this Agreement, including the following:

3. The Service; Establishments; Tiers and Orders

3.1 The Service. Subject to this Agreement and payment of applicable fees, SummaCore grants Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for Customer's internal business purposes, in accordance with the Documentation. The Service provides tools that support incident, near-miss, and CAPA lifecycles; OSHA Forms 300, 300A, and 301 recordkeeping and Injury Tracking Application (ITA) export; Texas Division of Workers' Compensation (DWC) Form 007 for non-subscriber employers, and DWC Form 005 filing reminders, where applicable; other federal or state regulatory forms or data files the Service generates; inspections; safety key performance indicators; notifications; and the AI Features.

3.2 Tiers. The Service is offered in the following subscription tiers, as selected in the Order:

TierScope
StarterUp to 75 employees; 1 Establishment
Standard76–500 employees; 1 Establishment
Multi-siteMultiple Establishments, priced per Establishment in volume bands, sold by Order
EnterpriseAs stated in the Order

Fees for each tier are those published at summaguard.com, or stated in the Order, at the time of purchase. The price lock in Section 5.3 applies to those fees.

A Multi-site subscription is arranged with SummaCore and set out in an Order; it is not available through self-serve checkout.

3.3 Establishment and employee counts. Customer is responsible for selecting the tier and Establishment count that accurately reflect its organization and for updating its subscription if its employee count or Establishment count exceeds the limits of its tier. SummaCore may verify counts based on data configured in the Service and may require an upgrade effective at the next billing date if Customer exceeds its tier limits.

3.4 Changes to the Service. SummaCore may enhance, modify, or update the Service, provided no change materially degrades the core functionality of the Service during a paid Subscription Term.

3.5 Implementation. There is no implementation fee, and onboarding is included in all tiers.

4. Free Trial

4.1 Free trial. Where SummaCore offers a free trial, the trial period is 30 days and no payment method is required to start it. Trial use is subject to this Agreement. TRIAL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, INDEMNITY, OR SERVICE CREDITS. At the end of the trial, access is suspended unless Customer purchases a subscription. Trial expiry without a purchased subscription is a termination event for purposes of Section 19, and Section 19's Export Window and deletion mechanics apply to trial data on that basis.

5. Fees, Billing, Price Lock, Taxes

5.1 Fees. Customer will pay the fees stated in the Order. Annual billing is the default; monthly billing is available at the listed monthly rates. Fees are payable in U.S. dollars.

5.2 Payment. Fees are billed in advance and invoiced or charged through a third-party payment processor. When SummaCore charges a payment method, card data is entered on pages the payment processor serves and is never stored by SummaCore. By starting a paid Subscription, Customer provides its express affirmative consent to enrollment in automatic renewal and authorizes recurring charges to its designated payment method for each Subscription Term, as further described in Section 18.1. Except as expressly provided in this Agreement (including Section 14.2), fees are non-refundable.

5.3 Price lock. For so long as Customer maintains a continuously active subscription, the per-unit renewal price for Customer's then-current tier and configuration will not increase: your renewal price is your signup price. The price lock applies to the per-unit rates in effect at signup (per subscription, per Establishment, as applicable). It does not prevent price changes resulting from Customer-initiated changes (adding Establishments, changing tiers, changing billing frequency), and it lapses if the subscription is terminated or expires without renewal.

5.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes on SummaCore's income. If SummaCore is required to collect taxes, they will be itemized on the invoice.

5.5 Non-payment. If a payment fails, the subscription becomes past due. SummaCore will provide a 14-day grace period during which access continues in full while the payment processor's automated retries proceed, and will give written notice of the past-due status. If payment is not received by the end of the grace period, access becomes read-only (Section 19 export rights preserved); SummaCore may suspend access in full only after the Export Window. SummaCore may charge interest on overdue undisputed amounts at the lesser of 1.5% per month or the maximum rate permitted by law. Non-payment does not shorten the export rights in Section 19: the read-only phase is additive, and the export rights in Section 19 survive any suspension.

5.6 Renewal reminders; cancellation.

(a) Monthly Subscriptions. Customer may cancel automatic renewal at any time by written notice to the address in Section 23.4 or, where SummaCore makes a cancellation control available in the Service, through that control by the same electronic means used to subscribe, with no telephone call or other additional step required. Cancellation takes effect at the end of the then-current billing period (Section 18.1).

(b) Annual Subscriptions. Before each renewal of an annual Subscription, SummaCore will send the account owner a reminder of the Subscription's material terms and of how to decline renewal, and Customer may give the non-renewal notice described in Section 18.1 by the same means described above.

(c) Changes. Before any material change to a Subscription takes effect, including any price change permitted by Section 5.3, SummaCore will give clear and conspicuous notice and, where required by law, obtain renewed consent.

6. Customer Data

6.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. SummaCore acquires no rights in Customer Data other than the limited license in Section 6.2.

6.2 License to SummaCore. Customer grants SummaCore a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and support the Service in accordance with this Agreement and Customer's documented instructions, and to comply with applicable law.

6.3 Usage statistics. SummaCore may generate and use aggregated, de-identified usage statistics about the operation and performance of the Service (for example, feature-usage counts, error rates, and latency metrics) solely to operate, secure, and improve the Service. Such statistics will never contain Customer Data content, will not identify Customer, any Establishment, or any individual, and will not be reverse-engineered or re-identified. For the avoidance of doubt, this Section does not permit any use of Customer Data to train, tune, or improve any AI model (see Section 10 and the AI Terms Exhibit).

6.4 Customer responsibilities. Customer is responsible for the accuracy, quality, and legality of Customer Data, for the means by which it acquired Customer Data, and for its Users' use of the Service. Customer represents and warrants that its Customer Data and its use of the Service comply with applicable law, including employment, privacy, and occupational-safety law, and that it has provided all notices and obtained all rights and permissions necessary for SummaCore to process Customer Data as described in this Agreement.

6.5 Privacy cases. The Service implements name-masking tools that support the privacy-concern case handling described in 29 C.F.R. § 1904.29(b)(6)–(9). Customer is responsible for determining which cases qualify as privacy-concern cases and for configuring and using those tools appropriately.

6.6 Anonymous and privacy-protected reporting. The Service supports anonymous and privacy-protected incident and near-miss reporting where Customer enables it. This channel does not require a name, login, or contact information. The Service is built so that a report submitted through this channel carries no reporter identity. SummaCore does not log or associate identifying network details, such as an IP address, with a submission made through this channel for the purpose of identifying the reporter. Because the report is free text, a reporter's own choice to identify themselves in the narrative is not something the Service removes. As with any request to any website, technical details including an IP address pass through the request and may appear briefly in SummaCore's network-security provider's and hosting platform's own operational logs. SummaCore does not read those logs to identify reporters. Nothing in those logs is linked to the report in the Service. Because SummaCore does not hold reporter identity, SummaCore cannot disclose it to Customer, to a court or other legal process, or to anyone else. Report content submitted through the anonymous channel is Customer Data. It is owned by Customer under Section 6.1 and exportable by Customer under Section 19.2. Like any other business record, it may be subject to legal process, discovery, or other disclosure obligations. Customer's own workplace policies, and its obligations under whistleblower, anti-retaliation, or other applicable law, govern Customer's handling of report content, including content submitted anonymously. Customer and its Users must not attempt to re-identify an anonymous reporter, as further provided in the Acceptable Use Policy.

7. Privacy and Security

7.1 Data Processing Addendum. The Data Processing Addendum governs the processing of personal information contained in Customer Data, including processor/service-provider commitments, breach notification, and the subprocessor list and update process.

7.2 Security Exhibit. SummaCore will maintain the administrative, technical, and organizational safeguards described in the Security Exhibit.

7.3 Privacy Policy. SummaCore's Privacy Policy, available at https://summaguard.com/privacy, describes our practices with respect to personal information collected through the Service and our websites.

7.4 No HIPAA relationship. The Service is designed for employer occupational injury and illness recordkeeping. OSHA recordkeeping records maintained by an employer in its capacity as an employer are employment records and are not "protected health information" under HIPAA (45 C.F.R. § 160.103). SummaCore does not act as a HIPAA business associate under this Agreement, and the parties do not intend to enter into a business associate agreement. SummaCore does not currently offer a Business Associate Agreement, and Customer must not enter protected health information governed by HIPAA into the Service unless and until one is executed.

7.5 Breach notice. SummaCore will notify Customer of a breach of system security affecting Customer Data without unreasonable delay, consistent with Tex. Bus. & Com. Code § 521.053 and other applicable law, as further described in the Data Processing Addendum and the Security Exhibit.

7.6 Support tickets. Support requests submitted through the Service are routed to SummaCore's ticketing system, which may be a shared service used across SummaCore's product lines. Handling of information submitted in a support ticket is described in the Privacy Policy and, to the extent it contains Customer Data, the Data Processing Addendum.

8. Acceptable Use

Customer and its Users must comply with the Acceptable Use Policy. Without limiting the Acceptable Use Policy, Customer will not: (a) resell, sublicense, or provide the Service to third parties except as expressly permitted; (b) use the Service to develop a competing product; (c) circumvent usage limits or security controls; (d) upload malicious code; or (e) use the Service in violation of applicable law. SummaCore may suspend access as provided in Section 18.3 for material Acceptable Use Policy violations.

9. API and Automated Access (Including AI Agents)

9.1 Permitted automated access. Customer may access the Service programmatically through the interfaces SummaCore documents for Customer's use, using the credentials SummaCore issues for that purpose ("Access Credentials"), subject to this Agreement, the Acceptable Use Policy, and the Documentation.

9.2 Responsibility for automated clients. Customer is responsible for all activity conducted under its Access Credentials, including activity of its Users, its API clients, and any AI agents or other automated systems acting on Customer's behalf, whether or not authorized by Customer, except to the extent caused by SummaCore's breach of this Agreement.

9.3 Permissions, rate limits, and audit trail. Automated access is subject to the same role-based permissions as the User whose credentials it uses, and to rate limits SummaCore applies to protect the Service. Write actions are recorded in the Service audit trail and attributed to the User or credential under which they were performed. Customer must limit Access Credentials to the minimum access necessary and revoke them promptly upon compromise or personnel change.

9.4 Protective measures. SummaCore may throttle, rate-limit, or suspend automated access that degrades the Service, exceeds published limits, or otherwise constitutes abusive use, and will restore access when the condition is resolved.

9.5 Restrictions. Customer will not scrape the Service, bypass the documented interfaces, or reverse engineer, decompile, or disassemble the Service except to the extent such restriction is prohibited by applicable law.

9.6 Confidentiality of credentials. Access Credentials are SummaCore's Confidential Information and Customer's Confidential Information jointly, and must be protected accordingly under Section 13.

10. AI Features

10.1 AI Terms Exhibit. Use of the AI Features is governed by the AI Terms Exhibit, which is incorporated into this Agreement by reference. If there is a conflict between this Section and the AI Terms Exhibit, the AI Terms Exhibit controls with respect to the AI Features.

10.2 Plain-language summary. In plain language: eva suggests, you decide. The AI Features generate drafts and suggestions that take effect only after a User reviews and confirms them; drafts and translations the AI Features create are labelled as such and have no effect on any record, filing, or determination until confirmed. eva's answers are grounded in the records the User is working in and in passages retrieved from Customer's document library in the Service, with citations to the documents retrieved where applicable. SummaCore does not use Customer Data — identifiable or otherwise — to train, tune, or improve any AI model. eva inference runs entirely on SummaCore-controlled, self-hosted infrastructure; no third-party AI subprocessor receives Customer Data. AI Outputs are drafts for Customer's professional review, not determinations: they support and assist Customer's compliance work but do not decide recordability, make filings, or constitute legal or professional advice. This summary does not modify the AI Terms Exhibit.

10.3 Ownership of AI Outputs. As between the parties, AI Outputs are Customer Data and are owned by Customer. Customer receives no rights in the underlying AI models.

11. Professional-Responsibility Disclaimer

11.1 Not professional advice. The Service, including the AI Features and any templates, checklists, forms, or informational content, provides tools and information only. It supports and assists Customer's environmental, health, safety, and recordkeeping programs; it does not provide legal, medical, or other professional advice, and it does not determine, ensure, or guarantee compliance with any law.

11.2 Customer's compliance responsibility. Customer is solely responsible for its compliance with the Occupational Safety and Health Act, 29 C.F.R. Part 1904, the Texas Workers' Compensation Act and applicable Texas Division of Workers' Compensation (DWC) reporting requirements, and all other applicable federal or state laws and regulatory regimes for which the Service generates forms or data files, including without limitation: (a) determinations of work-relatedness and recordability; (b) the content, accuracy, certification, and submission of OSHA Forms 300, 300A, and 301 and ITA submissions; (c) the content, accuracy, certification, and submission of Texas DWC Forms 005 and 007 and any other federal or state regulatory forms or data files the Service generates; (d) posting obligations; (e) privacy-concern case determinations; and (f) record-retention obligations, including the five-year retention duty under 29 C.F.R. § 1904.33. The Service supports preparation only: it drafts and organizes records for Customer's review, and Customer's qualified personnel must review, certify, and file all regulatory records and filings under the applicable regime.

11.3 No substitute for judgment. Customer will not rely on the Service or AI Outputs as a substitute for the judgment of qualified safety, legal, or medical professionals.

11.4 Not an emergency system. The Service is not an emergency-notification or emergency-response system. Do not use the Service to report an ongoing emergency, injury requiring immediate medical attention, or life-safety hazard. In an emergency, call 911 and follow Customer's own emergency-response procedures and the instructions of official authorities.

12. Intellectual Property

12.1 SummaCore IP. SummaCore and its licensors own all right, title, and interest in and to the Service, the Documentation, the AI models and infrastructure used to provide the AI Features, and all related intellectual property, including all improvements and derivative works. No rights are granted except as expressly stated in this Agreement.

12.2 Feedback. If Customer provides suggestions or feedback about the Service, SummaCore may use it without restriction or obligation, provided that SummaCore will not disclose Customer as the source or use Customer's Confidential Information or Customer Data in doing so.

12.3 Marks. Neither party may use the other party's names, logos, or trademarks without prior written consent. SummaCore may identify Customer as a customer only with Customer's prior written consent.

13. Confidentiality

13.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. SummaCore's pricing (other than published list pricing), security information, and non-public product information are SummaCore's Confidential Information.

13.2 Obligations. The receiving party will: (a) use the disclosing party's Confidential Information only to perform under or exercise rights granted by this Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to employees, Affiliates, contractors, and advisors who need to know it and are bound by obligations at least as protective.

13.3 Exclusions; compelled disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law or court order, with prompt notice to the other party where legally permitted.

13.4 Duration. Confidentiality obligations survive for 5 years after termination, and for Customer Data and trade secrets, for as long as the information remains confidential or a trade secret.

14. Warranties and Disclaimers

14.1 Mutual warranties. Each party represents that it is validly existing and has the authority to enter into this Agreement.

14.2 Service warranty. SummaCore warrants that during a paid Subscription Term the Service will perform materially in accordance with the Documentation. Customer's exclusive remedies for breach of this warranty are: (a) SummaCore's repair of the non-conformity, and (b) if SummaCore cannot repair it within 30 days after notice, termination of the affected subscription and a pro-rata refund of prepaid, unused fees.

14.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND SUMMACORE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SUMMACORE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT USE OF THE SERVICE WILL ENSURE OR RESULT IN CUSTOMER'S COMPLIANCE WITH ANY LAW OR REGULATION. AI OUTPUTS ARE SUBJECT TO THE ADDITIONAL DISCLAIMERS IN THE AI TERMS EXHIBIT, INCLUDING THE DISCLAIMER OF ALL WARRANTIES FOR AI OUTPUTS.

15. Indemnification

15.1 By SummaCore. SummaCore will defend Customer against any third-party claim alleging that the Service, as provided by SummaCore and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement of such claim. If the Service is enjoined or likely to be enjoined, SummaCore may procure the right for Customer to continue using it, modify it to be non-infringing, or terminate the affected subscription with a pro-rata refund of prepaid, unused fees. SummaCore has no obligation for claims arising from: Customer Data; combination of the Service with items not provided by SummaCore; modifications not made by SummaCore; or use in violation of this Agreement. This Section states SummaCore's entire liability and Customer's exclusive remedy for infringement claims.

15.2 By Customer. Customer will defend SummaCore against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data violates law or third-party rights; (b) Customer's or its Users' use of the Service in violation of this Agreement or applicable law; or (c) Customer's regulatory filings, postings, recordability determinations, or other compliance decisions, and will indemnify SummaCore against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement of such claim.

15.3 Procedure. The indemnified party must give prompt notice of the claim, tender sole control of the defense and settlement to the indemnifying party (provided no settlement imposes non-monetary obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

16. Limitation of Liability

16.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

16.3 Reliance on AI Outputs and compliance decisions. WITHOUT LIMITING SECTIONS 16.1 AND 16.2, SUMMACORE WILL HAVE NO LIABILITY FOR ANY LOSS ARISING FROM CUSTOMER'S RELIANCE ON AI OUTPUTS, OR FROM CUSTOMER'S RECORDABILITY DETERMINATIONS, REGULATORY FILINGS, POSTINGS, OR OTHER COMPLIANCE DECISIONS, ALL OF WHICH REMAIN CUSTOMER'S SOLE RESPONSIBILITY UNDER SECTION 11 AND THE AI TERMS EXHIBIT.

16.4 Carve-outs. The exclusions and cap in Sections 16.1 and 16.2 do not apply to:

(a) Customer's payment obligations under Section 5;

(b) either party's breach of Section 13 (Confidentiality), EXCLUDING liability arising from unauthorized access to or disclosure of Customer Data, which remains subject to the general cap in Section 16.2;

(c) either party's indemnification obligations under Section 15;

(d) a party's gross negligence, willful misconduct, or fraud; or

(e) Customer's violation of Section 8 (Acceptable Use).

16.5 Basis of the bargain. The limitations in this Section 16 are fundamental elements of the bargain between the parties and apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose.

17. Service Levels and Support

17.1 No service-level commitment. SummaCore aims to keep the Service available and to provide reasonable support, but does not guarantee any particular level of availability, uptime, or support-response time. The Service may be unavailable or interrupted from time to time for maintenance, updates, or causes beyond SummaCore's reasonable control. Any service-level commitment will be set out in a separately signed service-level agreement.

17.2 Support. SummaCore provides support through the Service and the addresses in Section 23.4. Where SummaCore publishes response-time targets, those targets are goals and not contractual commitments.

17.3 AI Features. As further described in the AI Terms Exhibit, AI Features are provided on an as-available basis. Core recordkeeping functionality of the Service does not depend on the availability of the AI Features.

18. Term, Suspension, and Termination

18.1 Term. This Agreement begins on the Effective Date and continues until all Subscription Terms have ended or the Agreement is terminated as provided below. Each Subscription Term renews automatically for successive periods equal in length to the then-current period (annual or monthly, as applicable), unless either party declines renewal as provided in this Section 18.1. For a monthly Subscription, Customer may cancel automatic renewal at any time as described in Section 5.6, effective at the end of the then-current billing period, with no advance-notice period required; SummaCore may likewise decline renewal of a monthly Subscription on at least 30 days' written notice to Customer, effective at the end of the then-current billing period. For an annual Subscription, the Subscription renews unless either party gives notice of non-renewal at least 30 days before the renewal date, which Customer may give as described in Section 5.6.

18.2 Termination for cause. Either party may terminate this Agreement or an affected Order if the other party: (a) materially breaches this Agreement and fails to cure within 30 days after written notice; or (b) becomes subject to insolvency, receivership, or similar proceedings not dismissed within 60 days.

18.3 Suspension. SummaCore may suspend access to the Service (in whole or in part) if: (a) reasonably necessary to prevent or address a security incident or material harm to the Service or other customers; (b) Customer materially violates the Acceptable Use Policy or Section 9; or (c) permitted under Section 5.5 (non-payment). SummaCore will give notice before suspension where practicable, will limit suspension in scope and duration to what is reasonably necessary, and will restore access promptly when the cause is resolved.

18.4 Termination for convenience by Customer. For a monthly Subscription, Customer may cancel at any time as described in Section 5.6, effective at the end of the then-current billing period. For an annual Subscription, Customer may decline renewal as described in Section 18.1, effective at the end of the then-current Subscription Term. Except as provided in Section 14.2, cancellation does not entitle Customer to a refund of prepaid fees.

19. Effect of Termination; Data Export and Deletion

19.1 During the term. Customer may self-serve export Customer Data at any time during the Subscription Term using the export tools in the Service.

19.2 60-day post-termination export window. For 60 days after expiration or termination of the final Subscription Term (the "Export Window"), SummaCore will make Customer Data available for Customer self-serve export using the export tools in the Service, which today are: (a) CSV export of the event register and KPI data; (b) CSV export of the OSHA 300 Log and the OSHA ITA submission files (the 300A summary and case files); (c) a printable Form 300A; and (d) any additional export the Service offers at the time. For Customer Data for which the Service does not offer an export tool (including roster, inspections, CAPA, investigation, and audit-trail records, and attachments other than one-at-a-time download), SummaCore will, upon Customer's written request made within the Export Window, provide a copy of that data in a commonly used electronic format within 30 days of the request.

19.3 Deletion. After the Export Window, SummaCore will delete Customer Data from the production Service in accordance with its deletion schedule, and will delete Customer Data from backups within up to about 40 additional days as backup media rotate; one offsite copy is write-protected for a fixed period and cannot be deleted early. Deletion obligations do not apply to: (a) aggregated, de-identified statistics under Section 6.3; or (b) data SummaCore is required by law to retain, which remains protected under Section 13 and the Data Processing Addendum until deleted.

19.4 Customer's retention duty. Customer — not SummaCore — bears the legal obligation to retain occupational injury and illness records for the periods required by law, including the five-year retention period under 29 C.F.R. § 1904.33. Customer is solely responsible for exporting and retaining, before deletion occurs under this Section 19, all Customer Data that Customer is required by law to keep. Retention periods and legal holds are configured by SummaCore on Customer's instruction. Customer is responsible for identifying the records it must retain or place under hold and for instructing SummaCore accordingly.

19.5 Survival. Sections 5 (as to accrued fees), 6.1, 11, 12, 13, 14.3, 15, 16, 19, 21, 22, and 23 survive termination, together with any other provision that by its nature should survive.

20. Modifications to These Terms

SummaCore may update this Agreement and its incorporated exhibits from time to time. For material changes, SummaCore will give Customer at least 30 days' notice (by email to the account owner or in-Service notice) before the change takes effect; material changes take effect for Customer at the start of Customer's next Subscription Term unless Customer's continued use is otherwise required by law. No modification will materially and adversely change the price lock in Section 5.3 for a continuously maintained subscription. If a material change is adverse to Customer, Customer may reject it by giving notice of non-renewal under Section 18.1. Changes required by law or that apply only to new features take effect as stated in the notice. The in-Service prompt to acknowledge an updated version records Customer's acknowledgement; it does not change when a material change takes effect under this Section.

21. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES CUSTOMER AND SUMMACORE TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

21.1 Informal resolution. Before initiating arbitration, the parties agree to try to resolve any dispute informally by sending a written notice describing the dispute and the requested relief. If the dispute is not resolved within thirty (30) days, either party may proceed to arbitration.

21.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to the Service or this Agreement will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its applicable commercial arbitration rules then in effect, rather than in court, except as provided below. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will take place in Harris County, Texas, or by videoconference, and the arbitrator's award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, will decide any dispute about the scope, enforceability, or arbitrability of this Section 21, including whether a claim falls within Section 21.4, except that either party may seek the relief described in Section 21.4(b) directly from a court.

21.3 Class-action waiver. CUSTOMER AND SUMMACORE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING.

21.4 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual-property or confidential information.

21.5 Opt-out. Customer may opt out of this arbitration agreement by sending written notice to the mailing address in Section 23.4 (email optional, if an email address is provided there) within thirty (30) days after the earliest of the formation events described in Section 1.1 to occur for that Customer. If Customer opts out, Section 22 governs where disputes are resolved.

22. Governing Law and Venue

This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. Subject to Section 21, the state and federal courts sitting in Harris County, Texas have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to personal jurisdiction and venue there. Notwithstanding Section 21, either party may seek injunctive or equitable relief in a court of competent jurisdiction as provided in Section 21.4. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

For any Order under which the total consideration exceeds $100,000 and in connection with which Customer was represented by independent legal counsel of its own selection, the parties agree that this Agreement is exempt from Subchapter E of Chapter 17 of the Texas Business and Commerce Code as provided in Tex. Bus. & Com. Code § 17.49(f).

23. General

23.1 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the other party. Any other attempted assignment is void.

23.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, utility or internet failures, and denial-of-service or similar attacks, provided the affected party uses reasonable efforts to mitigate.

23.3 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.

23.4 Notices. Legal notices to SummaCore must be sent by email to [email protected], with a copy by mail to SummaCore LLC, 5900 Balcones Drive, Ste 100, Austin, Texas 78731. Notices to Customer may be sent to the account owner's email address on file and are effective when sent. Each party is responsible for keeping its notice information current.

23.5 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

23.6 Waiver; severability. A waiver is effective only if in writing and signed by the waiving party. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect.

23.7 Export and government use. Customer will comply with applicable U.S. export laws. If Customer is a governmental entity, any additional terms required by applicable law will be agreed in writing before Customer's use of the Service. If Customer is a Texas state agency, Sections 15.2, 21, and 22 do not apply to Customer; any dispute will be resolved as provided in Chapter 2260 of the Texas Government Code, with venue in Travis County, Texas.

23.8 Entire agreement; order of precedence. This Agreement, together with the Orders and the documents incorporated by reference (AI Terms Exhibit, Data Processing Addendum, Acceptable Use Policy, Security Exhibit, and, during the Early Access Period, Appendix A), constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings on that subject. Terms in a Customer purchase order or vendor form are void and have no effect, even if signed or processed.

APPENDIX A — EARLY ACCESS / PILOT TERMS

(To be removed upon general availability of the Service.)

This Appendix A applies during the Early Access Period and supplements the Agreement. The "Early Access Period" means, with respect to the Service generally, the period before SummaCore has declared the Service generally available in writing, and, with respect to a particular Customer's subscription, ends earlier if an Order for that subscription expressly designates it as generally available. Unless an Order expressly states otherwise, all access to the Service, all trials, and all subscriptions occurring during the Early Access Period are governed by this Appendix A, regardless of whether an Order additionally labels the subscription "Early Access," "Beta," or "Pilot." During the Early Access Period, the Service is offered on a limited, pre-revenue or reduced-fee basis, and billing, service-level, and support features may be limited, disabled, or offered without charge, as stated in the applicable Order. To the extent this Appendix A conflicts with this Agreement, this Appendix A controls during the Early Access Period. This Appendix A automatically ceases to apply to a Customer's subscription upon the earlier of SummaCore's written declaration of general availability of the Service or that Customer's Order expressly designating its subscription as generally available, at which point the body of the Agreement governs without modification by this Appendix A.

A.1 Access. During the Early Access Period, access to the Service is offered on an invitation and pilot basis and may be limited, conditioned, delayed, or revoked at SummaCore's discretion.

A.2 Fees. Unless the Order states otherwise, no fees apply during the Early Access Period.

A.3 No service levels. Consistent with Section 17, no service-level commitment or service credits apply during the Early Access Period; the Service is provided on an as-available basis.

A.4 Pre-release nature; as-is. The Service is provided for evaluation and may contain bugs, errors, and incomplete functionality; features may change or be removed; and the Service may be unavailable, interrupted, or reset without notice. CUSTOMER ACKNOWLEDGES THAT DURING THE EARLY ACCESS PERIOD THE SERVICE IS A PRE-RELEASE OFFERING PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT SUMMACORE MAKES NO REPRESENTATION THAT IT WILL BE ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

A.5 Modification and termination. SummaCore may modify, suspend, or discontinue the Early Access Period offering, and may suspend or terminate Customer's access, for any reason and at any time, in its discretion.

A.6 Confidentiality. Non-public aspects of the Service disclosed to Customer during the Early Access Period are Confidential Information under Section 13.

A.7 Feedback. Feedback Customer provides about the Service during the Early Access Period is governed by Section 12.2.

SummaGuard is a product of SummaCore LLC.

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