SignalGround Master Services Agreement & Terms of Use

01Acceptance & Order of Precedence

1.1 Acceptance.

This Agreement is entered into by and between New Vision Security LLC, a Georgia limited liability company with its principal office in College Park, Georgia ("SignalGround," "we," "us," or "our"), and the entity or individual identified on the applicable Order Form, click-through subscription, or Azure Marketplace transactable offer ("Customer" or "you"). Customer accepts this Agreement and becomes legally bound by it upon the earliest of:

1. executing an Order Form that references or incorporates this Agreement;
2. clicking "I Accept" or an equivalent affirmation in connection with creating an Account or starting a Trial;
3. completing a Microsoft Azure Marketplace transactable subscription for any SignalGround SKU;
4. signing a Purchase Order or master agreement that incorporates this Agreement by reference; or
5. accessing or using the Service in any other manner.

If the individual accepting this Agreement is doing so on behalf of an organization, that individual represents and warrants that they have the legal authority to bind the organization, and "Customer" refers to the organization. If the individual does not have such authority, or does not agree with this Agreement, that individual must not accept this Agreement and must not access or use the Service.

1.2 Order of Precedence.

The contractual relationship between SignalGround and Customer is composed of the following documents. In the event of any conflict among them, the following order of precedence applies (each item controls over those below it):

1. any written, mutually-executed master agreement (such as a federal Indefinite Delivery / Indefinite Quantity (IDIQ) contract, GSA Schedule task order, or negotiated enterprise master agreement) that expressly states it supersedes this Agreement in whole or in part;
2. the applicable Order Form, Statement of Work, or Azure Marketplace Private Offer signed or accepted by both parties;
3. any executed Data Processing Agreement ("DPA"), Business Associate Agreement ("BAA"), or Federal Risk and Authorization Management Program ("FedRAMP") supplement;
4. the body of this Agreement (Sections 1 through 50);
5. the Service-specific schedules and exhibits incorporated by reference (including the Service Level Agreement, Acceptable Use Policy, and industry-specific schedules in Part VI);
6. the SignalGround Privacy Policy at signalground.net/privacy-policy;
7. the SignalGround Security Statement at signalground.net/security; and
8. SignalGround's published Documentation.

1.3 Incorporation by Reference.

The Privacy Policy, Security Statement, Acceptable Use Policy, Service Level Agreement, and Documentation are incorporated into this Agreement by reference. SignalGround may update those incorporated documents from time to time pursuant to Section 48.5; material changes will be communicated as set forth in that Section.

02Definitions

The capitalized terms used in this Agreement have the meanings set forth below. Definitions appearing only in a specific Section apply only to that Section unless otherwise indicated.

"Account"

The credentialed access established by Customer to use the Service, including all Users and sub-accounts associated with the Customer organization.

"Affiliate"

With respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity, where "control" means ownership of more than fifty percent (50%) of the outstanding voting securities or equity interests.

"Agreement"

This Master Services Agreement, including all schedules, exhibits, and documents incorporated by reference.

"Applicable Law"

All laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, and other legal requirements of any governmental authority that apply to a party in the performance of this Agreement.

"AUP"

The Acceptable Use Policy set forth in Section 11 and supplemented by Section 12.

"BAA"

The Business Associate Agreement executed between the parties under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), where applicable.

"Bundle"

A SignalGround vertical SKU that includes the Foundation layer plus industry-specific Services, as further described in Section 3 and the published Service Description.

"Business Day"

Any day other than a Saturday, Sunday, or US federal holiday recognized by the Office of Personnel Management.

"CJIS"

The FBI Criminal Justice Information Services Security Policy, current version 5.9 or successor.

"CMK"

Customer-Managed Key — an encryption key generated, owned, and rotated by Customer that may be used to encrypt Customer Data on Enterprise All-Access deployments.

"Confidential Information"

As defined in Section 21.

"Customer Data"

All data, content, inputs, queries, addresses, coordinates, configurations, annotations, and outputs (a) submitted by Customer or its Users to the Service, or (b) generated by the Service in response to Customer's use. Customer Data does not include Public Reference Data or Aggregated Data.

"Customer Personnel"

Customer's employees, contractors, agents, Users, and Affiliates accessing or using the Service.

"Documentation"

The user guides, API references, help articles, and service descriptions published by SignalGround at docs.signalground.app or otherwise made available through the Service.

"DPA"

The Data Processing Agreement executed between the parties addressing General Data Protection Regulation (Regulation (EU) 2016/679 — "GDPR"), California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), and similar data protection laws.

"Effective Date"

The date on which Customer first accepts this Agreement as set forth in Section 1.1, or such other date as stated in an Order Form.

"Fees"

All subscription, usage, professional services, and other amounts payable by Customer for the Service as set forth in the applicable Order Form or published pricing.

"FedRAMP"

The Federal Risk and Authorization Management Program established by the U.S. General Services Administration.

"FiveBars"

The standalone CBRS private wireless qualification service operated under SKUs SGND-FB-FREE, SGND-FB-TEAM, and SGND-FB-OEM.

"Foundation"

The SignalGround Foundation entry tier (SKU SGND-SG-FND) and the underlying Spectrum Core capabilities inherited by every paid SignalGround Bundle.

"ITAR"

The International Traffic in Arms Regulations, 22 C.F.R. §§ 120–130.

"Marketplace"

The Microsoft Azure Marketplace commercial transactable platform operated by Microsoft Corporation.

"Order Form"

The ordering document (in any of the forms described in Section 1.1) that identifies the SKUs ordered, quantity, term, pricing, and any negotiated terms specific to that order.

"PHI"

Protected Health Information as defined under HIPAA at 45 C.F.R. § 160.103.

"Privacy Policy"

The SignalGround Privacy Policy published at signalground.net/privacy-policy, as may be updated from time to time.

"Public Reference Data"

Public-source data surfaced through the Service from federal agencies and third parties, including FCC Universal Licensing System ("ULS"), FCC Antenna Structure Registry ("ASR"), Homeland Infrastructure Foundation-Level Data ("HIFLD"), National Oceanic and Atmospheric Administration ("NOAA") terrain data, Cybersecurity and Infrastructure Security Agency ("CISA") sector layers, and similar public datasets.

"SDVOSB"

Service-Disabled Veteran-Owned Small Business, as verified by the U.S. Small Business Administration and U.S. Department of Veterans Affairs.

"Service"

The SignalGround RF Spectrum Intelligence Platform, including all SKUs listed in Section 3, the FiveBars qualifier, the SG University training program, related APIs, mobile applications, websites, and any Documentation.

"SG University"

The SignalGround training, certification, and professional education program.

"SKU"

A specific, purchasable variant of the Service identified by an SGND-prefixed alphanumeric code as listed in Section 3.

"SLA"

The Service Level Agreement set forth in Section 9 and any successor version published by SignalGround.

"Subprocessor"

A third-party service provider engaged by SignalGround that processes Customer Data on SignalGround's behalf, as disclosed in the Privacy Policy and any executed DPA.

"Subscription Term"

The period during which Customer is entitled to access and use the Service under an Order Form, as defined in Section 6.

"Term"

The total duration of this Agreement, as defined in Section 40.

"Trial"

A no-fee or reduced-fee period of access to the Service granted to Customer for evaluation purposes, as defined in Section 8.

"User"

An individual authorized by Customer to access the Service under Customer's Account.

"VIB"

Veteran-Owned-In-Business, including verified SDVOSBs and Veteran-Owned Small Businesses participating in SignalGround's reseller program described in Section 35.

References to "including," "include," or "includes" are not limiting and mean "including without limitation." References to "$" or "dollars" mean United States dollars. Headings are for convenience only and do not affect interpretation. Singular includes plural and vice versa where context requires.

03Service Description & SKUs

3.1 Overview.

The Service provides location-specific spectrum intelligence, license discovery, interference analysis, ML-based predictive modeling, and exportable reporting, drawing on Public Reference Data and SignalGround proprietary models. The Service is offered in multiple SKUs tuned to specific industries and use cases.

3.2 SignalGround Bundles.

The following SignalGround SKUs are available as of the Effective Date. Pricing reflects monthly subscription Fees; annual billing is offered at ten (10) times the monthly Fee per Subscription Term (representing a two-month discount versus month-to-month billing).

3.3 FiveBars SKUs.

The following FiveBars SKUs are available separately from SignalGround Bundles and operate under FiveBars-specific terms in addition to this Agreement.

3.4 Specialty Pricing Overlays.

The following discounts may be applied to qualifying organizations on any SignalGround Bundle, subject to documentation verification. Specialty discounts do not stack with each other but do stack with annual billing.

• Government Overlay: Twenty percent (20%) discount for federal civilian, state, and municipal government entities.
• Law Enforcement Overlay: Thirty percent (30%) discount for police, sheriff, federal law enforcement, and qualifying public safety agencies.
• Military Overlay: Twenty-five percent (25%) discount for the U.S. Department of Defense, military service branches, and Reserve / National Guard components.
• VIB Partner Overlay: Forty percent (40%) discount for verified VIB Partners enrolled in the SignalGround channel reseller program described in Section 35.

3.5 Service Modifications.

SignalGround may modify the Service from time to time. SignalGround shall provide Customer with not less than thirty (30) days' prior written notice of any material reduction in features or functionality of a paid SKU during an active Subscription Term. If Customer reasonably determines that such a modification materially reduces the value of the Service to Customer, Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid Fees for the remaining Subscription Term as Customer's sole and exclusive remedy.

3.6 Bundle Color Coding & Vertical Distinction.

Each SignalGround Bundle is identified by a distinctive color and vertical-specific service set. Customer's purchased Bundle determines which Services and features are accessible. Customer agrees not to circumvent Bundle access controls, including by sharing credentials across Bundles or attempting to access Services not included in Customer's purchased Bundle.

3.7 Report Standards & Report Notice.

Every report, scan output, memo, or other analytical artifact generated by the Service ("Report") bears a standardized notice (the "Report Notice") that describes (a) the temporal currency of the underlying Public Reference Data drawn from FCC ULS, FCC ASR, HIFLD, NOAA, CISA, and similar federal sources; (b) the recommended on-site radio-frequency survey or other validation step appropriate to the use case; and (c) the epistemic posture of the analysis as engineering-grade preliminary work product, not Professional Engineer ("PE") sealed deliverables, regulatory determinations, or legal advice. The current canonical text of the Report Notice is maintained at signalground.net/report-notice and is incorporated by reference into each Report on which it appears.

The Report Notice supplements — but does not supersede — the disclaimers and verification obligations in Sections 12.3 (Output Verification), 20.1 (Public Reference Data), and 23.3 (Disclaimers). Customer acknowledges that:

1. removing, obscuring, or modifying the Report Notice when redistributing a Report to a third party is a violation of Section 12.1(l) (removal of proprietary notices);
2. Reports may be relied upon for site selection, procurement planning, and pre-deployment analysis but should be validated by on-site RF survey before final procurement, contracting, or deployment commitment in any matter involving public safety, regulatory filing, contractual representation, or material capital expenditure;
3. SignalGround maintains a versioned record of the Report Notice; Reports identify the Report Notice version under which they were generated, and prior versions remain available on request to legal@signalground.app; and
4. SignalGround may update the canonical Report Notice text from time to time consistent with Section 48.5; material changes apply prospectively to new Reports and do not retroactively alter Reports previously generated.

04Registration & Accounts

4.1 Eligibility.

Customer must be (a) a legal entity validly existing under the laws of its jurisdiction of organization, or (b) an individual at least eighteen (18) years of age and legally able to enter into binding contracts. Customer may not register for the Service if Customer is located in, organized under the laws of, or a resident of a country that is the subject of comprehensive U.S. sanctions, or if Customer is identified on any U.S. government list of prohibited or restricted parties.

4.2 Account Information.

Customer shall provide accurate, current, and complete information during registration and shall promptly update such information to keep it accurate, current, and complete. SignalGround may verify Customer's identity, business affiliation, eligibility for any specialty discount, or any other registration information at any time, and may suspend or terminate Customer's Account if verification fails or information proves false.

4.3 Account Credentials.

Customer is solely responsible for: (a) maintaining the confidentiality of Account credentials and authentication tokens; (b) all activity that occurs under Customer's Account, whether or not authorized by Customer; (c) implementing appropriate security measures for Customer Personnel devices accessing the Service; and (d) promptly notifying SignalGround at security@signalground.app of any actual or suspected unauthorized access to or use of Customer's Account.

4.4 Single Sign-On & Multi-Factor Authentication.

Customer may, and Enterprise All-Access customers must, configure Single Sign-On ("SSO") via Microsoft Entra ID, SAML 2.0, or OIDC. Multi-factor authentication ("MFA") is required for all administrative Users and recommended for all Users. SignalGround may require MFA for specific roles, regions, or risk-detected sessions as a condition of access.

4.5 No Right to Anonymity.

Customer acknowledges that the Service is intended for business use and that User identification is required for audit, security, and compliance purposes. Customer shall not register pseudonymous, anonymous, or shared Accounts unless expressly permitted in an Order Form.

05User Management

5.1 Per-Seat SKUs.

The Real Estate Bundle (SGND-SG-REA) and any SKU expressly designated as per-seat in an Order Form license the Service to a specific number of named individual Users. Customer may reassign a User license to a different individual no more frequently than once every thirty (30) days, except in cases of termination of employment or change of role, in which case reassignment may occur immediately.

5.2 Tenant SKUs.

SKUs not designated as per-seat are licensed to Customer's organization on a tenant basis. While there is no hard cap on User count for tenant SKUs, Customer agrees that the Service is intended to support Customer's own business operations and not to be redistributed, resold, or sublicensed beyond Customer's organization. SignalGround may contact Customer to discuss upgraded SKUs if User count, scan volume, or API usage materially exceeds typical patterns for the purchased Bundle.

5.3 Customer Responsibility for Users.

Customer is responsible for all acts and omissions of its Users under this Agreement as if they were Customer's own acts and omissions. Customer shall ensure that each User: (a) is bound by terms at least as restrictive as those in this Agreement; (b) complies with the AUP and Documentation; (c) safeguards credentials; and (d) does not use the Service for any prohibited purpose.

5.4 User Removal & Audit.

Customer shall promptly disable or remove User access upon termination of a User's employment with or engagement by Customer, change of role that no longer requires Service access, or any reasonable suspicion of credential compromise. SignalGround may, on not less than thirty (30) days' prior notice and not more than once in any twelve (12)-month period (except for cause), audit Customer's User counts and credential management practices remotely. Customer shall cooperate with such audit and provide documentation reasonably requested.

06Subscription Terms

6.1 Subscription Term.

Each subscription has a "Subscription Term" beginning on the start date stated in the applicable Order Form (or, for Marketplace subscriptions, the activation date) and continuing for the duration stated therein. Standard terms are one (1) month (month-to-month) or one (1) year (annual). Multi-year terms are available by negotiated Order Form.

6.2 Auto-Renewal.

Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term (or such longer period specified in an Order Form), the Subscription Term will automatically renew for successive periods equal in length to the original term, at the then-current published renewal pricing. SignalGround shall provide Customer with at least sixty (60) days' written notice before any change in renewal pricing.

6.3 Mid-Term Upgrades.

Customer may upgrade to a higher-priced Bundle, add Users, or add additional Bundles at any time during a Subscription Term. Such upgrades take effect upon Customer's order and are billed pro-rata for the remainder of the Subscription Term. Upgrades do not extend the Subscription Term unless agreed in writing.

6.4 Mid-Term Downgrades.

Customer may not downgrade SKUs, reduce Bundle count, or remove Users during an active Subscription Term except as expressly permitted in an Order Form. Downgrade requests will take effect at the next renewal date.

6.5 Cancellation.

Customer may cancel an auto-renewing subscription by emailing billing@signalground.app or by using the in-app cancellation mechanism not less than thirty (30) days before the renewal date. Cancellation takes effect at the end of the then-current Subscription Term; Customer remains entitled to use the Service through the end of the paid period. No refunds are issued for partial Subscription Terms except as expressly stated in Section 41 (Effect of Termination) or where required by law.

07Payment & Billing

7.1 Fees.

Customer shall pay the Fees set forth in the applicable Order Form or, for click-through subscriptions, the published pricing at signalground.net/pricing. All Fees are non-refundable except as expressly stated in this Agreement.

7.2 Payment Terms.

Unless otherwise stated in the Order Form:

• Credit card / ACH (direct): Charged in advance on the first day of each Subscription Term (or each month for monthly subscriptions).
• Invoice (direct): Net thirty (30) days from invoice date. Net sixty (60) days available for verified enterprise customers and certain government customers.
• Marketplace: Billed by Microsoft per the Microsoft Marketplace terms applicable to Customer's Marketplace agreement.
• Channel partner: As stated in Customer's agreement with the reseller; SignalGround's role is limited as set forth in Section 34.

7.3 Taxes.

All Fees are exclusive of all federal, state, local, and foreign taxes, levies, duties, customs, withholdings, and similar charges (collectively, "Taxes"). Customer is responsible for all Taxes other than taxes on SignalGround's net income. If SignalGround is required to collect Taxes from Customer, those Taxes will be invoiced separately. Tax-exempt customers must provide a valid, current exemption certificate; SignalGround reserves the right to invoice retroactively for Taxes if an exemption is later determined invalid.

7.4 Disputed Charges.

Customer must dispute any charge in writing within sixty (60) days of the invoice date or the dispute is waived. SignalGround will investigate disputed charges in good faith and respond within twenty (20) Business Days. Undisputed portions of an invoice remain due per the original payment terms.

7.5 Late Payment.

Amounts not paid when due may incur a late charge equal to the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by Applicable Law. Customer is also responsible for SignalGround's reasonable costs of collection, including attorneys' fees, on amounts more than ninety (90) days past due.

7.6 Suspension for Non-Payment.

SignalGround may, after providing Customer with fourteen (14) days' prior written notice, suspend the Service for any account that is more than sixty (60) days past due. Suspension does not relieve Customer's obligation to pay accrued Fees. Repeated late payment may result in conversion to advance-payment terms or termination per Section 40.

7.7 Pricing Changes.

SignalGround may change pricing for future Subscription Terms on not less than sixty (60) days' written notice. Pricing for an active Subscription Term will not change except as set forth in Section 7.8 (Tax changes) or as expressly permitted in the Order Form.

7.8 Pass-Through Charges.

If Subprocessor costs, government-imposed Taxes or fees, or sanctions-driven costs materially increase during a Subscription Term, SignalGround may pass through such increases on thirty (30) days' notice. Customer's exclusive remedy is to terminate the affected subscription effective at the end of the notice period and receive a pro-rata refund for the unused portion.

08Trials & Free Tier

8.1 30-Day Trial.

SignalGround offers a thirty (30) day free trial of paid SignalGround SKUs, subject to verification of Customer's business email and organization. No credit card is required. Trials are limited to one (1) per organization in any twelve (12) month period.

8.2 FiveBars Free Tier.

FiveBars Free (SKU SGND-FB-FREE) provides five (5) lifetime scans per verified business email address. The five-scan limit is per individual User identity, not per Customer organization. Lifetime means for the lifetime of the FiveBars Free SKU offering; SignalGround may modify or discontinue FiveBars Free on not less than ninety (90) days' notice.

8.3 VIB Trial.

Verified VIB members and SDVOSBs are eligible for a free thirty (30) day full-platform trial via the VIB Offer page, subject to status verification.

8.4 Trial Terms.

During any Trial:

• Customer may not use the Service for production purposes that materially benefit Customer's revenue-generating business operations unless Customer also has a paid subscription.
• SignalGround makes no warranties and accepts no liability beyond what is required by Applicable Law.
• The SLA in Section 9 does not apply.
• Customer Data submitted during a Trial may be retained per the Privacy Policy retention schedule following Trial expiration; Customer should export any Data Customer wishes to retain before Trial expires.

8.5 Conversion to Paid.

Trials do not automatically convert to paid subscriptions. To continue using the Service after Trial expiration, Customer must affirmatively purchase a paid subscription. SignalGround may send reminders before Trial expiration.

09Service Level Agreement

9.1 Service Availability Target.

SignalGround targets the following monthly Service availability percentages, measured per calendar month:

9.2 Calculation of Uptime.

Uptime is calculated as: (Total minutes in month − Excluded Downtime − Unscheduled Downtime) ÷ (Total minutes in month − Excluded Downtime) × 100%. "Excluded Downtime" means (a) scheduled maintenance announced at least seventy-two (72) hours in advance, (b) emergency security maintenance (not to exceed thirty (30) minutes in any month), (c) Force Majeure events, (d) outages caused by Customer's misuse or acts, and (e) outages of third-party services outside SignalGround's reasonable control. "Unscheduled Downtime" means the periods during which the Service is materially unavailable for use due to causes within SignalGround's reasonable control.

9.3 Maintenance Windows.

Standard maintenance windows are Sunday 02:00–06:00 US Eastern Time. SignalGround may schedule additional maintenance with at least seventy-two (72) hours' notice. Emergency maintenance may occur at any time and will be communicated as soon as practicable.

9.4 Service Credits.

If actual monthly uptime falls below the applicable target, Customer is entitled to a Service Credit equal to:

• Below target but at least 99.0%: 5% of the monthly Fee for the affected SKU.
• Below 99.0% but at least 95.0%: 10% of the monthly Fee.
• Below 95.0%: 25% of the monthly Fee.
• Below 90.0%: 50% of the monthly Fee.

Customer must request the Service Credit in writing within thirty (30) days of the end of the affected month. Service Credits are applied as a credit against future invoices and may not be paid as cash. Service Credits are Customer's sole and exclusive remedy for any failure of SignalGround to meet the SLA targets.

9.5 Chronic Underperformance.

If the Service fails to meet the applicable uptime target in three (3) consecutive months, or in five (5) months in any twelve (12) month period, Customer may, as Customer's additional and exclusive remedy, terminate the affected subscription on thirty (30) days' written notice and receive a pro-rata refund of pre-paid Fees for the remainder of the Subscription Term.

10Support & Maintenance

10.1 Standard Support.

SignalGround provides email-based support at support@signalground.net during Business Hours (Monday–Friday, 9:00 AM – 6:00 PM US Eastern Time, excluding US federal holidays). Initial response targets are:

• Severity 1 (Service unavailable / data loss): 4 Business Hours
• Severity 2 (Major function impaired): 8 Business Hours
• Severity 3 (Minor function impaired): 2 Business Days
• Severity 4 (Question / cosmetic): 5 Business Days

10.2 Enterprise Support.

Enterprise All-Access customers receive 24×7 emergency support for Severity 1 incidents via a designated emergency contact channel, plus a named Customer Success Manager and quarterly business reviews. Federal customers under FedRAMP may have additional support channels as specified in the applicable Federal Sales Order.

10.3 Updates.

SignalGround delivers Service updates continuously without interruption to the extent practicable. Updates that materially change the API contract are versioned per Section 10.5.

10.4 Support Exclusions.

Support does not include: (a) custom development or integration work (available as Professional Services on Order Form); (b) training (available through SG University); (c) issues caused by Customer's modifications, misuse, or unauthorized integrations; (d) third-party software not supplied by SignalGround; or (e) end-user support for Customer's customers (which Customer must provide directly).

10.5 API Versioning & Deprecation.

SignalGround maintains semantic versioning for public APIs. Backward-incompatible changes are introduced only in new major versions. Deprecated API versions are supported for not less than twelve (12) months after deprecation announcement. Customer is responsible for migrating to current versions before end-of-support.

11Acceptable Use Policy

11.1 Permitted Use.

Customer may use the Service solely for Customer's internal business purposes and only as expressly permitted in this Agreement, the applicable Order Form, and the Documentation. The license to use the Service is non-exclusive, non-transferable, non-sublicensable, and limited to the Subscription Term.

11.2 General Standards.

Customer shall use the Service:

• in compliance with all Applicable Law, including FCC regulations, ITAR, the Export Administration Regulations ("EAR"), and applicable sanctions;
• in accordance with the Documentation and any published rate limits;
• with appropriate security measures for Customer Personnel devices and networks;
• solely for the SKU(s) Customer has purchased; and
• in a manner that does not impair the Service for other customers.

11.3 Rate Limits.

API and Service requests are subject to per-SKU rate limits published in the Documentation. SignalGround may throttle, queue, or temporarily block requests exceeding rate limits and may contact Customer to discuss SKU upgrades for sustained excess usage.

12Prohibited Conduct

12.1 Prohibited Acts.

Customer and its Users shall not, and shall not permit any third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas or algorithms of the Service, except to the limited extent expressly permitted by Applicable Law that may not be contractually waived;
2. copy, modify, translate, or create derivative works based on the Service or Documentation, except as expressly authorized;
3. resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Service or its outputs, except through an authorized channel partner agreement;
4. use the Service to develop a competing product or service, or for benchmarking, competitive analysis, or training of competing models;
5. scrape, crawl, or use automated means to access the Service except through the published APIs and within published rate limits;
6. circumvent any technical, contractual, or organizational measures limiting access (including Bundle access controls, scan quotas, audit retention, or SSO requirements);
7. upload to or transmit through the Service any virus, malware, ransomware, or other malicious code;
8. upload Customer Data that infringes third-party intellectual property, violates third-party privacy rights, or is unlawful, defamatory, or obscene;
9. use the Service to identify or facilitate evasion of FCC rules, illegal radio operation, illegal jamming, intentional interference, or signals intelligence on protected federal communications;
10. misrepresent the Service's outputs as official FCC determinations, as Professional Engineer ("PE") sealed work product, as legal advice, or as a legal opinion, unless Customer is itself an FCC, PE, or attorney making such determination under Customer's own authority;
11. use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with other customers' use;
12. remove, alter, or obscure any proprietary notices, labels, or marks on the Service or outputs;
13. use the Service in violation of U.S. export controls or sanctions, including transmitting export-controlled technical data through the Service except as expressly permitted on Enterprise All-Access ITAR-compliant deployments;
14. use the Service for any purpose that violates Applicable Law or the rights of any third party.

12.2 High-Risk Use Acknowledgement.

The Service provides information to support Customer's decision-making but is not designed, intended, or warranted for use in (a) the operation of life-support equipment, (b) the design or operation of nuclear facilities, (c) flight navigation or communications, (d) air traffic control, (e) weapons systems, or (f) any other "high-risk" use where failure of the Service could cause death, personal injury, severe physical or environmental damage, or comparable harm ("High-Risk Use"). Customer assumes all risk of any High-Risk Use, and SignalGround disclaims all liability for any such use.

12.3 Output Verification.

Service outputs are informational and may be used as inputs to Customer's own engineering, legal, regulatory, and operational processes. Customer is responsible for independent verification of Service outputs when used for: regulatory filings; compliance determinations; engineering decisions affecting public safety; legal advice; expert witness testimony; or contractual representations to third parties.

13Suspension Rights

13.1 Grounds for Suspension.

SignalGround may suspend Customer's access to the Service in whole or in part, with or without prior notice, if:

1. Customer materially breaches this Agreement, including the AUP, and fails to cure within applicable notice periods (or immediately, if cure is not feasible);
2. Customer's use of the Service poses an imminent security risk to the Service, other customers, or SignalGround;
3. Customer's account is more than sixty (60) days past due and has been provided with at least fourteen (14) days' notice;
4. SignalGround is required to do so by Applicable Law, court order, or government request;
5. SignalGround reasonably suspects fraudulent or illegal activity in connection with Customer's account; or
6. Customer becomes the subject of comprehensive U.S. sanctions or is added to a prohibited-party list.

13.2 Notice and Reinstatement.

SignalGround will use commercially reasonable efforts to provide Customer with notice of suspension and to limit the scope of suspension to the minimum necessary to address the issue. Service will be reinstated upon Customer's cure of the underlying issue. Customer remains responsible for Fees during periods of suspension caused by Customer's breach.

13.3 Tenant Isolation.

SignalGround retains the right to take protective measures to isolate Customer's tenant if Customer's environment, configuration, or activity creates risk to other customers. Such measures may include rate-limiting, suspending API access, isolating tenant networks, or invalidating credentials.

14Beta & Preview Features

From time to time, SignalGround may make beta, preview, alpha, evaluation, "early access," or "experimental" features (collectively, "Beta Features") available to Customer. Beta Features are provided "as-is," without warranty of any kind, and may be modified, deprecated, or removed at any time without notice. The SLA does not apply to Beta Features. Customer's use of Beta Features is voluntary; SignalGround may set additional terms in the Beta Feature documentation. Customer's feedback on Beta Features is subject to Section 17.

15Intellectual Property

15.1 SignalGround IP.

SignalGround and its licensors retain all right, title, and interest in and to the Service, including all software, ML models, training data (other than Customer Data), algorithms, user interfaces, documentation, designs, trademarks, service marks, trade names, logos, and other intellectual property. The SignalGround trademarks include "SignalGround," "FiveBars," "LicenseIQ," "SpectrumCounsel," "Spectrum Core," "SG University," and the SignalGround logo, each of which may be a trademark or registered trademark of New Vision Security LLC. No rights are granted to Customer in any SignalGround IP except the limited license to use the Service expressly stated in this Agreement.

15.2 Reservation of Rights.

All rights not expressly granted to Customer in this Agreement are reserved by SignalGround and its licensors. No implied license, estoppel, or other rights are granted by this Agreement.

15.3 Open Source Software.

The Service incorporates certain open source software components. Customer's use of those components within the Service is governed by this Agreement; however, where required by the applicable open source license, Customer may obtain the source code and license terms by contacting legal@signalground.app. Open source components are listed in Documentation.

15.4 Service Mark Usage by Customer.

Customer may identify itself as a SignalGround customer in standard customer references. Customer shall not otherwise use SignalGround's trademarks, logos, or trade names in marketing, advertising, or product materials without SignalGround's prior written consent, except as expressly permitted in a separate co-marketing agreement.

16Customer Data

16.1 Ownership.

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including any Customer Data submitted through the Service and any reports, analyses, or outputs generated by the Service from Customer Data. SignalGround acquires no ownership interest in Customer Data.

16.2 License to SignalGround.

Customer grants to SignalGround a non-exclusive, worldwide, royalty-free, sublicensable (to Subprocessors) license to host, copy, transmit, display, modify, and process Customer Data solely as necessary to:

1. provide and improve the Service to Customer;
2. generate Service outputs at Customer's direction;
3. maintain audit and security logs;
4. respond to Customer's support requests;
5. comply with Applicable Law and lawful government requests; and
6. enforce SignalGround's rights under this Agreement.

16.3 Customer Responsibilities.

Customer represents and warrants that: (a) Customer has all necessary rights and consents to submit Customer Data to the Service and to grant the licenses in Section 16.2; (b) Customer Data does not infringe, misappropriate, or violate any third-party intellectual property, privacy, or other rights; and (c) Customer's use of the Service with Customer Data complies with Applicable Law.

16.4 Customer Data Export.

During the Subscription Term and for thirty (30) days following termination, Customer may export Customer Data using Service-provided export functions (CSV, JSON, PDF) or by emailing privacy@signalground.app. SignalGround does not charge a fee for standard exports. SignalGround may offer custom data extraction as a paid Professional Service.

16.5 Customer Data Deletion.

Customer may request deletion of specific Customer Data at any time. Deletion requests received by privacy@signalground.app will be processed within thirty (30) days. Following termination or expiration of all subscriptions, SignalGround will delete Customer Data per the retention schedule in the Privacy Policy, subject to Applicable Law (such as the seven (7) year retention of billing records for tax purposes).

16.6 Disaster Recovery Snapshots.

Customer acknowledges that Customer Data may persist in disaster-recovery snapshots and backups for up to ninety (90) days after deletion from active systems, after which it is rendered permanently inaccessible. Snapshots are inaccessible to operational systems and are not used for any purpose other than disaster recovery.

16.7 Bundle-Specific Retention.

Audit and scan history retention varies by Bundle as specified in Section 3 and the Privacy Policy. Specifically:

• Legal & Attorney Bundle: five (5) year retention to support litigation, discovery, and expert witness use.
• Public Safety & Federal Bundle: two (2) year retention to support incident review and after-action analysis.
• Healthcare Bundle: six (6) year retention to align with HIPAA documentation requirements.
• Enterprise All-Access: seven (7) year retention to support broad audit and discovery needs.

17Feedback & Aggregated Data

17.1 Feedback.

If Customer or its Users provide feedback, suggestions, ideas, improvements, or recommendations relating to the Service ("Feedback"), Customer grants SignalGround a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, and incorporate Feedback into the Service or any SignalGround offering, without attribution or compensation to Customer. Feedback is not Confidential Information of Customer unless Customer expressly designates it as such in writing before disclosure.

17.2 Aggregated Data.

SignalGround may collect, derive, and use aggregated, anonymized data based on Customer's use of the Service ("Aggregated Data"), provided that the Aggregated Data cannot reasonably be linked to Customer or any identifiable individual. SignalGround may use Aggregated Data for any lawful business purpose, including product development, benchmarking, threat intelligence, and industry reporting. Aggregated Data is SignalGround property.

17.3 No Use of Customer Inputs to Benefit Other Customers.

SignalGround will not use individual Customer Data inputs to train ML models, dashboards, or features that benefit other customers without Customer's express written consent. Aggregated Data derived from many customers' usage patterns, in a form that does not identify Customer, is permitted under Section 17.2.

18Privacy & Data Processing

18.1 Privacy Policy.

SignalGround processes personal data in accordance with the Privacy Policy, which is incorporated by reference. The Privacy Policy addresses categories of personal data collected, purposes of processing, retention, sharing, Subprocessors, data-subject rights under GDPR / CCPA / CPRA and similar laws, international transfers, and contact channels.

18.2 Data Processing Agreement.

For Customers subject to GDPR, UK GDPR, the EU-US Data Privacy Framework, or similar laws — and for any Customer that requests one — SignalGround will execute a DPA on its standard form. The standard DPA incorporates the European Commission's 2021/914 Standard Contractual Clauses and addresses Subprocessor disclosure, audit rights, cross-border transfer mechanisms, sub-processor approval, and breach notification. Customer may request the DPA by emailing privacy@signalground.app.

18.3 Customer as Controller; SignalGround as Processor.

With respect to personal data within Customer Data, Customer is the "Controller" (or "Business" under CCPA/CPRA) and SignalGround is the "Processor" (or "Service Provider"). With respect to limited categories of personal data SignalGround collects directly (e.g., billing, account identity), SignalGround is the Controller. The respective roles, instructions, and processing terms are further detailed in the DPA.

18.4 Subprocessors.

SignalGround engages the Subprocessors listed in the Privacy Policy. SignalGround will provide at least thirty (30) days' notice (by email or by updated Privacy Policy posting) before adding or replacing a Subprocessor. Customer may object to a new Subprocessor on reasonable data-protection grounds within fifteen (15) days of notice; if SignalGround cannot reasonably accommodate the objection, Customer may terminate the affected subscription and receive a pro-rata refund.

18.5 Data Subject Rights.

SignalGround will provide reasonable assistance to Customer in responding to data-subject access, rectification, erasure, restriction, portability, and objection requests from individuals whose personal data is included in Customer Data, in accordance with the DPA.

18.6 Personal Data Breach Notification.

SignalGround will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirming a Personal Data Breach (as defined in GDPR Article 4(12) or applicable US law) affecting Customer's personal data. Notification will include the information required by GDPR Article 33(3) to the extent then-known, with updates as the investigation progresses.

19Security Commitments

19.1 Security Statement.

SignalGround maintains the technical and organizational security measures described in the Security Statement at signalground.net/security, which is incorporated by reference. The Security Statement covers encryption (AES-256 at rest, TLS 1.2+ in transit), access controls (RBAC, MFA), audit logging, incident response (NIST SP 800-61), vulnerability management, and Subprocessor disclosure.

19.2 Compliance Frameworks.

SignalGround maintains compliance posture as detailed in the Security Statement and Trust Center. Inheritance and direct-attestation status of compliance frameworks (FedRAMP, SOC 2, ISO 27001, HIPAA BAA, CJIS, StateRAMP, CMMC, ITAR) is published and updated at signalground.net/trust-center.

19.3 Incident Response.

SignalGround maintains a documented incident response process aligned to NIST SP 800-61. The full incident response timeline (from T+0 detection through T+30 day post-mortem) is published in the Security Statement. SignalGround will notify Customer of any security incident affecting Customer Data within the timeframes set forth in Section 18.6.

19.4 Customer Security Responsibilities.

Customer is responsible for security on its side of the shared-responsibility model, including: (a) safeguarding User credentials and authentication tokens; (b) maintaining secure Customer Personnel devices and networks; (c) configuring SSO and MFA appropriately; (d) reviewing audit logs SignalGround makes available; (e) reporting security incidents promptly to security@signalground.app; and (f) classifying and handling Customer Data appropriately to its sensitivity.

19.5 Penetration Testing by Customer.

Customer shall not conduct penetration tests, vulnerability scans, denial-of-service simulations, or red-team exercises against the Service without SignalGround's prior written consent (which may be granted via a separate Test Authorization Letter). SignalGround conducts its own annual independent penetration tests; results are available under NDA per the Trust Center document library.

19.6 Responsible Disclosure.

SignalGround maintains a responsible disclosure program at responsible-disclosure@signalground.app for security researchers reporting vulnerabilities. Customer or its agents reporting vulnerabilities through this channel are subject to the responsible-disclosure terms posted by SignalGround.

20Third-Party & Public Data

20.1 Public Reference Data.

The Service surfaces Public Reference Data drawn from federal sources (FCC ULS, FCC ASR, HIFLD, NOAA, CISA, and similar). Public Reference Data:

• is provided by the originating federal agency, not by SignalGround;
• may be inaccurate, incomplete, or out-of-date as published by the agency;
• is subject to the originating agency's terms of use;
• is not warranted by SignalGround as to accuracy, completeness, currency, or fitness for any purpose; and
• does not constitute legal, engineering, or regulatory advice.

20.2 Third-Party Services.

The Service may include integrations with, or provide links to, third-party services (e.g., mapping providers, identity providers, payment processors). Customer's use of any third-party service is governed by the third party's terms; SignalGround is not responsible for the operation, content, or terms of third-party services. SignalGround's Subprocessor list (Section 18.4) is distinct from third-party services Customer may independently use.

20.3 No Endorsement.

Inclusion of vendor names (Celona, Cambium Networks, Nokia DAC, Airspan, and others) in the Service or its outputs reflects vendor-neutrality and reference architecture compatibility; it does not constitute endorsement by SignalGround, nor a representation that any vendor product is fit for Customer's specific use.

21Confidentiality

21.1 Definition.

"Confidential Information" means information of either party (the "Disclosing Party") that is disclosed to the other party (the "Receiving Party") and that: (a) is identified as confidential at the time of disclosure; (b) is of a nature that a reasonable person would understand to be confidential; or (c) is otherwise designated as confidential under this Agreement. SignalGround's Confidential Information includes the Service (other than publicly available descriptions), pricing not on the Pricing page, ML models, Service architecture, and security-related information shared under this Agreement. Customer's Confidential Information includes Customer Data, business operations data, and any Customer information designated as confidential.

21.2 Obligations.

The Receiving Party shall:

1. protect Confidential Information with at least the degree of care it uses for its own Confidential Information of like sensitivity, but in no event less than reasonable care;
2. use Confidential Information solely to exercise its rights and perform its obligations under this Agreement;
3. limit disclosure of Confidential Information to its employees, contractors, agents, professional advisors, and Affiliates who have a need to know in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 21; and
4. not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the Disclosing Party's prior written consent.

21.3 Exclusions.

Confidentiality obligations do not apply to information that the Receiving Party can demonstrate: (a) was rightfully in its possession before disclosure; (b) is or becomes publicly available through no breach by the Receiving Party; (c) was independently developed without reference to the Disclosing Party's Confidential Information; or (d) was rightfully received from a third party without confidentiality obligations.

21.4 Required Disclosures.

If the Receiving Party is required by Applicable Law, court order, subpoena, or government request to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt prior notice and reasonable assistance in seeking a protective order or other appropriate remedy, and shall disclose only the minimum Confidential Information required.

21.5 Return / Destruction.

Upon termination of this Agreement or written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information in its possession, except (a) Confidential Information retained in routine backups or per the Privacy Policy retention schedule; (b) Confidential Information required to be retained by Applicable Law; and (c) Confidential Information necessary for the Receiving Party to enforce its rights under this Agreement.

21.6 Survival.

Confidentiality obligations survive termination of this Agreement for a period of five (5) years following termination, except that obligations regarding trade secrets survive for as long as the information remains a trade secret under Applicable Law.

22Warranties

22.1 Mutual Warranties.

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations; (c) execution and performance do not conflict with any other agreement; and (d) it will comply with all Applicable Law in performing its obligations.

22.2 SignalGround Service Warranty.

SignalGround warrants that, during any paid Subscription Term: (a) the Service will materially conform to the Documentation; (b) SignalGround will not materially decrease the security protections set forth in the Security Statement; and (c) SignalGround will perform the Service in a professional and workmanlike manner consistent with industry standards.

22.3 Anti-Malware Warranty.

SignalGround warrants that it will not knowingly introduce into the Service any viruses, worms, Trojan horses, time bombs, or other malicious or unauthorized code intended to disable or harm Customer's systems or data. SignalGround maintains industry-standard anti-malware and code-signing controls.

22.4 No Backdoors.

SignalGround warrants that the Service does not contain backdoors, undisclosed remote-access mechanisms, or undisclosed data-exfiltration capabilities. The Service operates exclusively per the documented APIs, integrations, and Subprocessor list.

22.5 Customer Warranties.

Customer represents and warrants that: (a) Customer has all rights and consents necessary to submit Customer Data to the Service; (b) Customer's use of the Service will comply with this Agreement, the AUP, and Applicable Law; (c) Customer is not located in, organized under the laws of, or a resident of a country subject to comprehensive U.S. sanctions; and (d) no User is identified on any U.S. government list of prohibited or restricted parties.

23Disclaimers

23.1 Service "As-Is."

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 22, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SIGNALGROUND, ITS AFFILIATES, AND ITS LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

23.2 No Uninterrupted or Error-Free Service.

SIGNALGROUND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE SERVICE OR ITS OUTPUTS WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.

23.3 Service Outputs Informational Only.

SERVICE OUTPUTS, INCLUDING SCANS, REPORTS, LICENSE DETERMINATIONS, INTERFERENCE PREDICTIONS, ML SCORES, COVERAGE VISUALIZATIONS, AND RENEWAL DATES, ARE INFORMATIONAL AND DO NOT CONSTITUTE LEGAL ADVICE, ENGINEERING ADVICE, REGULATORY ADVICE, OR PROFESSIONAL ENGINEER ("PE") SEALED WORK PRODUCT. CUSTOMER IS RESPONSIBLE FOR INDEPENDENT VERIFICATION OF SERVICE OUTPUTS WHEN USED FOR REGULATORY FILINGS, COMPLIANCE DETERMINATIONS, EXPERT WITNESS TESTIMONY, OR ENGINEERING DECISIONS AFFECTING PUBLIC SAFETY.

23.4 Public Reference Data Disclaimer.

Public Reference Data is provided by federal agencies and may be inaccurate, incomplete, or out-of-date. SignalGround does not warrant the accuracy, completeness, or timeliness of Public Reference Data. Customer should consult the originating agency for authoritative records.

23.5 No High-Risk Use.

THE SERVICE IS NOT DESIGNED, INTENDED, OR WARRANTED FOR HIGH-RISK USE AS DEFINED IN SECTION 12.2. CUSTOMER ASSUMES ALL RISK OF ANY HIGH-RISK USE.

24Limitation of Liability

24.1 Consequential Damages Exclusion.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE PROCUREMENT, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

24.2 Liability Cap.

EXCEPT AS SET FORTH IN SECTION 24.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO SIGNALGROUND IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

24.3 Excluded Items.

The limitations in Sections 24.1 and 24.2 do not apply to:

1. Customer's payment obligations under Section 7;
2. either party's breach of confidentiality obligations under Section 21;
3. either party's indemnification obligations under Section 25;
4. liability arising from a party's gross negligence, willful misconduct, or fraud;
5. liability for death or personal injury caused by a party's negligence;
6. infringement, misappropriation, or violation by a party of the other party's intellectual property rights; and
7. any liability that cannot be limited or excluded under Applicable Law.

24.4 Enterprise Tier Enhanced Cap.

For customers purchasing Enterprise All-Access (SGND-SG-ENT), the liability cap in Section 24.2(a) is increased to twenty-four (24) months of Fees in lieu of twelve (12).

24.5 Essential Purpose.

The parties agree that the limitations and exclusions of liability in this Section 24 are essential elements of the bargain and apply even if any limited remedy is deemed to have failed of its essential purpose.

25Indemnification

25.1 By SignalGround — IP Infringement.

SignalGround shall defend Customer against any third-party claim, suit, or action ("Claim") alleging that the Service, as provided by SignalGround and used by Customer in accordance with this Agreement, infringes a valid United States patent issued as of the Effective Date, copyright, or trademark, and shall indemnify Customer against any damages, costs, and reasonable attorneys' fees finally awarded against Customer (or paid in settlement approved in writing by SignalGround) in connection with such Claim.

25.2 SignalGround Carve-Outs.

SignalGround has no obligation under Section 25.1 to the extent any Claim arises from:

1. Customer Data;
2. Customer's use of the Service in violation of this Agreement or the Documentation;
3. combination of the Service with products, services, or content not supplied or recommended by SignalGround, where the Claim would not have arisen but for such combination;
4. modification of the Service by anyone other than SignalGround;
5. Customer's continued use of the Service after notice of an alleged infringement; or
6. Beta Features, Free Tier Service, or Service provided at no charge.

25.3 SignalGround Remedies.

If the Service is or, in SignalGround's reasonable opinion, is likely to become subject to an infringement Claim, SignalGround may at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify the Service to be non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund Customer a pro-rata portion of pre-paid Fees for the remaining Subscription Term. The remedies in this Section 25.3 and the defense and indemnification obligations in Section 25.1 are Customer's sole and exclusive remedy for infringement Claims.

25.4 By Customer.

Customer shall defend SignalGround against any third-party Claim arising from or relating to:

1. Customer Data, including alleged infringement, misappropriation, or violation of third-party rights;
2. Customer's use of the Service in violation of this Agreement, the AUP, or Applicable Law;
3. Customer's misrepresentation of Service outputs as legal, engineering, regulatory, or PE-sealed advice;
4. Customer's High-Risk Use of the Service;
5. Claims by Customer's employees, contractors, customers, or end users; and
6. Customer's violation of export controls or sanctions.

and shall indemnify SignalGround against any damages, costs, and reasonable attorneys' fees finally awarded against SignalGround (or paid in settlement approved in writing by Customer) in connection with such Claim.

25.5 Procedure.

The party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of the Claim; (b) provide the Indemnifying Party sole control over the defense and settlement; provided that any settlement requiring the Indemnified Party to admit liability, pay any amount not fully indemnified, or take or refrain from any action requires the Indemnified Party's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in defense at the Indemnifying Party's expense. The Indemnified Party may participate in defense with counsel of its choice at its own expense.

26Insurance

SignalGround shall maintain, at its expense, during the Term and for three (3) years thereafter, the following insurance coverage with reputable carriers rated A- or better by A.M. Best:

• Commercial General Liability: Not less than $1,000,000 per occurrence and $2,000,000 aggregate.
• Professional Liability (Errors & Omissions) including Technology E&O: Not less than $5,000,000 per claim and aggregate.
• Cyber Liability (Privacy & Network Security): Not less than $5,000,000 per claim and aggregate, including coverage for unauthorized access, breach response, notification costs, and regulatory defense.
• Workers' Compensation: As required by Applicable Law in jurisdictions of operation.
• Employer's Liability: Not less than $1,000,000 per accident / disease.

Upon Customer's written request, SignalGround shall provide a certificate of insurance evidencing the foregoing coverage. For Enterprise All-Access customers, additional coverage amounts may be negotiated in the Order Form.

27Federal Government Customers

27.1 Application.

This Section 27 applies to Customers that are agencies, departments, or instrumentalities of the United States federal government, including military service branches and intelligence community elements ("Federal Customers"). To the extent any provision of this Section 27 conflicts with another provision of this Agreement, this Section 27 controls for Federal Customers.

27.2 Commercial Computer Software.

The Service is a "commercial product" and "commercial computer software" within the meanings of Federal Acquisition Regulation ("FAR") 2.101 and 12.212, and "commercial computer software documentation" as defined in FAR 12.212. Use of the Service by Federal Customers is governed by the terms of this Agreement, consistent with FAR 12.212 and (for Department of Defense customers) DFARS 227.7202-1 and 227.7202-3, which provide that the U.S. Government acquires only those rights in commercial computer software and commercial computer software documentation as are granted to all other end users under SignalGround's standard terms.

27.3 SDVOSB Set-Aside Eligibility.

SignalGround is operated by New Vision Security LLC, a verified Service-Disabled Veteran-Owned Small Business (SDVOSB) with UEI NQ7DY8MADL23 and CAGE Code 5AAG0. The Service is eligible for award under FAR Subpart 19.14 SDVOSB set-aside procurements, subject to applicable competition and award procedures.

27.4 GSA Schedule & Other Vehicles.

SignalGround intends to make the Service available on GSA Multiple Award Schedule (MAS) and may pursue other government-wide acquisition contracts (GWACs), Blanket Purchase Agreements (BPAs), and agency-specific contracts. Pricing and terms under those vehicles may differ from this Agreement and will be specified in the applicable task order or BPA call.

27.5 FedRAMP Authorization.

The Service operates on Microsoft Azure (Azure Commercial for general operations and Azure Government for Federal Customer Enterprise deployments). FedRAMP authorization status (Inherited from Azure, direct authorization in progress) is published at signalground.net/trust-center. Federal Customers requiring FedRAMP Moderate or High deployments shall select the appropriate Enterprise All-Access deployment region on the Order Form.

27.6 Controlled Unclassified Information (CUI).

SignalGround has implemented controls aligned to NIST SP 800-171 supporting handling of CUI on Enterprise All-Access deployments. Federal Customers handling CUI shall: (a) execute applicable contract clauses requiring CUI protections; (b) deploy on Azure Government region; and (c) coordinate with SignalGround's federal team via federal@signalground.app for CUI handling agreements.

27.7 DFARS Cybersecurity (252.204-7012).

For Department of Defense contracts subject to DFARS 252.204-7012, SignalGround shall comply with the safeguarding requirements of NIST SP 800-171 with respect to Covered Defense Information processed in connection with the Service on Enterprise All-Access deployments, subject to flow-down clauses in the applicable DoD contract.

27.8 Federal Sovereign Immunity & Disputes.

Notwithstanding Sections 43–45 (Governing Law and Dispute Resolution), disputes involving a Federal Customer shall be governed by federal law and resolved as provided by the Contract Disputes Act of 1978 (41 U.S.C. §§ 7101–7109) and any applicable contract clauses. The Federal Customer's sovereign immunity is not waived. References to "Customer" indemnifying SignalGround in Section 25 do not apply to Federal Customers to the extent prohibited by the Anti-Deficiency Act, 31 U.S.C. § 1341, or other Applicable Law.

27.9 Conflict with Federal Law.

If any provision of this Agreement conflicts with federal Applicable Law, regulation, or required contract clause, the federal requirement controls and the conflicting provision is modified to the minimum extent necessary to comply.

27.10 Notice of Federal Customer Status.

Customer shall identify itself as a Federal Customer when registering, executing an Order Form, or otherwise contracting for the Service. SignalGround may verify Federal Customer status through SAM.gov, GSA, or other government databases.

28Healthcare & HIPAA

28.1 Application.

This Section 28 applies to Customers that are Covered Entities or Business Associates under HIPAA, including hospitals, health systems, health plans, healthcare clearinghouses, medical device manufacturers, biomedical engineering organizations, and integrators serving the healthcare industry ("Healthcare Customers").

28.2 Business Associate Agreement.

If Healthcare Customer's use of the Service involves PHI processed by or on behalf of Healthcare Customer, the parties shall execute SignalGround's standard BAA before such use. The BAA addresses HIPAA Privacy Rule, Security Rule, and Breach Notification Rule requirements applicable to SignalGround as a Business Associate. The BAA supplements this Agreement; in the event of conflict on HIPAA matters, the BAA controls.

28.3 Permitted Uses of PHI.

SignalGround shall use and disclose PHI only as permitted by the BAA and HIPAA. SignalGround shall not use or disclose PHI in a manner that would violate HIPAA if done by Healthcare Customer.

28.4 Healthcare Bundle.

The Healthcare Bundle (SGND-SG-HLT) is the standard SKU for Healthcare Customers. The Healthcare Bundle includes a six (6) year audit retention period aligned with HIPAA documentation retention requirements (45 C.F.R. § 164.530(j)(2)). Enterprise All-Access also satisfies these requirements with extended retention.

28.5 Subprocessors Handling PHI.

Subprocessors processing PHI on SignalGround's behalf are bound by written agreements containing HIPAA-compliant Business Associate terms. The Subprocessor list applicable to Healthcare Customers is provided in the BAA.

28.6 Breach Notification.

In the event of a Breach of Unsecured PHI (as defined in 45 C.F.R. § 164.402), SignalGround shall notify Healthcare Customer in accordance with HIPAA and the BAA, generally within sixty (60) calendar days of discovery, with preliminary notice as soon as practicable.

28.7 Minimum Necessary.

SignalGround applies the HIPAA "minimum necessary" standard in providing the Service, accessing only the PHI necessary to perform its obligations under the BAA and this Agreement.

29Public Safety & CJIS

29.1 Application.

This Section 29 applies to Customers that are law enforcement agencies, criminal justice agencies, or providers of services to such agencies, that may have access to Criminal Justice Information ("CJI") subject to the FBI CJIS Security Policy ("CJIS Customers").

29.2 CJIS Compliance.

For CJIS Customers using the Service in connection with CJI, SignalGround offers Enterprise All-Access deployment in Azure Government with controls aligned to the CJIS Security Policy v5.9 (or current version). CJIS Customers shall execute SignalGround's standard CJIS Addendum, which addresses personnel security, training, audit, and incident response requirements specific to CJIS.

29.3 Personnel Security.

SignalGround personnel with access to CJIS environments are subject to fingerprint-based background checks and CJIS Security Awareness Training as required by CJIS Security Policy § 5.12. CJIS Customer remains responsible for User-level background checks of its own personnel.

29.4 Public Safety Bundle.

The Public Safety & Federal Bundle (SGND-SG-PSF) is the standard SKU for non-CJIS public safety use. For CJIS-regulated use, Enterprise All-Access with CJIS Addendum is required.

29.5 Acknowledgment of Informational Nature.

CJIS Customers acknowledge that the Service is informational and supports — but does not replace — their own incident command, dispatch, frequency coordination, and operational decision-making.

30Defense, ITAR & Export

30.1 Application.

This Section 30 applies to Customers in the U.S. defense industrial base, federal defense contractors, and any Customer whose use of the Service involves technical data subject to ITAR (22 C.F.R. §§ 120–130) or EAR (15 C.F.R. Parts 730–774) (collectively, "Defense Customers").

30.2 ITAR Deployment.

SignalGround offers ITAR-compliant deployment on Enterprise All-Access, featuring: (a) US-only data residency in Azure Government regions; (b) US Person personnel access only (8 U.S.C. § 1101(a)(20)); (c) export-controlled data handling per 22 C.F.R. § 120.17; and (d) physical access controls per ITAR § 124.16. Defense Customers requiring ITAR-compliant deployment shall execute SignalGround's ITAR Compliance Addendum.

30.3 No Export Without Authorization.

Customer shall not export, re-export, or release any export-controlled technical data through the Service except in compliance with all Applicable Law, including ITAR, EAR, and any applicable U.S. Department of State or Department of Commerce license, exemption, or authorization. Customer is solely responsible for export compliance of Customer Data Customer submits to the Service.

30.4 CMMC.

SignalGround has implemented controls aligned to NIST SP 800-171 supporting Cybersecurity Maturity Model Certification ("CMMC") 2.0 Level 2 readiness on Enterprise All-Access deployments. Direct CMMC assessment is in scoping. CMMC-regulated Defense Customers shall coordinate via federal@signalground.app.

30.5 Sanctions Compliance.

Customer shall comply with all U.S. sanctions administered by the Office of Foreign Assets Control ("OFAC"). Customer represents that neither Customer nor any User is identified on OFAC's Specially Designated Nationals list or any other prohibited-party list.

31Legal Industry & Privilege

31.1 Application.

This Section 31 applies to Customers that are law firms, in-house legal departments, expert witness firms, and providers of legal services ("Legal Customers") subscribing to the Legal & Attorney Bundle (SGND-SG-LEG) or Enterprise All-Access.

31.2 Attorney Work Product & Privilege.

SignalGround acknowledges that Service outputs generated for Legal Customers may be subject to attorney work-product protection, attorney-client privilege, or expert witness confidentiality. SignalGround will: (a) treat Legal Customer Data with the heightened confidentiality protections of Section 21; (b) respond to subpoenas or court orders affecting Legal Customer Data per Section 21.4 (with prior notice to Legal Customer where legally permissible); and (c) provide audit trail and chain-of-custody features supporting evidentiary use.

31.3 Bates Numbering & Litigation Support.

The Legal Bundle supports Bates-numbered exports for litigation production. Legal Customers may engage SignalGround for expert-witness support services as a separate Professional Service.

31.4 No Legal Advice.

SignalGround is not a law firm. The Service does not provide legal advice. Service outputs do not constitute legal opinions, regulatory advice, or attorney-client communications. Use of the Service by Legal Customers is to support — not replace — the independent legal judgment of qualified attorneys.

31.5 5-Year Audit Retention.

The Legal Bundle includes five (5) year audit retention to support typical litigation timelines, statute-of-limitations review, and discovery obligations.

32Financial & Tax

32.1 Application.

This Section 32 applies to all Customers and addresses financial, tax, and accounting matters.

32.2 Tax Forms.

SignalGround is a U.S. entity (New Vision Security LLC, a Georgia limited liability company). SignalGround will provide Customer with IRS Form W-9 upon request. SignalGround does not provide IRS Form 1099 to Customer except where Customer has paid SignalGround for services rendered by an individual and other requirements of 26 C.F.R. § 1.6041 apply.

32.3 Tax Exemption.

Tax-exempt Customers shall provide a valid current exemption certificate before invoice. If Customer's exemption is later determined invalid by taxing authorities, Customer shall pay any back-taxes assessed plus reasonable collection costs.

32.4 Government Funds.

For Federal Customers, payment of Fees is contingent on continuing availability of appropriated funds, as required by the Anti-Deficiency Act. SignalGround acknowledges that Federal Customer's obligations under this Agreement may be subject to such continuing availability and that termination for lack of appropriations is not a breach of contract.

32.5 Records.

SignalGround shall maintain financial records related to this Agreement for not less than seven (7) years following the end of the applicable Subscription Term, consistent with U.S. tax record retention requirements.

33Azure Marketplace

33.1 Application.

This Section 33 applies to Customers that subscribe to the Service through the Microsoft Azure Marketplace, whether through a public listing or a Private Offer.

33.2 Microsoft as Billing Agent.

For Marketplace subscriptions, Microsoft Corporation acts as the billing agent of record. Customer's payment obligation runs to Microsoft per the Microsoft Marketplace customer terms; Customer is not separately invoiced by SignalGround for Marketplace transactions.

33.3 MACC Eligibility.

Marketplace subscriptions may be eligible to draw down against Customer's Microsoft Azure Consumption Commitment ("MACC") if and when the applicable offer is enrolled in the Microsoft Azure consumption commitment program. SignalGround is not currently enrolled. Eligibility, if enrolled, is subject to Microsoft's MACC terms and the SKU's marketplace classification.

33.4 Microsoft Marketplace Terms.

The Microsoft Marketplace terms apply to the transactional aspects of Customer's Marketplace subscription (purchase, billing, cancellation, renewal mechanics). This Agreement governs Customer's use of the Service. In the event of a direct conflict between Microsoft Marketplace transactional terms and this Agreement, Microsoft Marketplace transactional terms control as to transactional matters and this Agreement controls as to Service use.

33.5 Private Offers.

Marketplace Private Offers may modify pricing, term, payment, or feature configurations for specific Customers as documented in the executed Private Offer. The Private Offer is treated as an Order Form under Section 1.2 and supersedes inconsistent provisions of this Agreement to the extent expressly stated in the Private Offer.

33.6 Microsoft Data Sharing.

Microsoft shares with SignalGround the data required to fulfill Marketplace subscriptions, including subscription identifier, organization name, primary contact, and metered usage. Microsoft does not share Customer's payment card details with SignalGround.

33.7 Cancellation & Refunds via Marketplace.

Cancellation, refund eligibility, and renewal mechanics for Marketplace subscriptions follow Microsoft Marketplace policy. SignalGround cannot directly modify, refund, or cancel Marketplace subscriptions outside of Microsoft's process.

34Channel Partners

34.1 Channel Resellers.

Customer may have purchased the Service through an authorized SignalGround channel partner or reseller ("Channel Partner"). Channel Partners contract separately with SignalGround under a Reseller Agreement; that Reseller Agreement governs the commercial relationship between SignalGround and the Channel Partner. This Agreement (or, where applicable, an end-user license accepted via click-through) governs Customer's use of the Service itself.

34.2 Billing & Support via Channel Partner.

For Customer purchases through Channel Partner: (a) Customer pays Fees to Channel Partner per Customer's agreement with Channel Partner; (b) Channel Partner may provide first-tier support to Customer per its own service agreement; (c) SignalGround provides Channel Partner with the resources to support Customer; and (d) escalated issues may be handled directly by SignalGround.

34.3 Customer's Direct Rights.

Customer's rights to use the Service under this Agreement do not depend on Channel Partner's continued business operations. If Channel Partner ceases operations or its Reseller Agreement is terminated, SignalGround will use commercially reasonable efforts to transition Customer to direct billing without interruption of service through the end of any pre-paid Subscription Term.

34.4 No Authorization Beyond Reseller Agreement.

Channel Partners are not agents of SignalGround. Channel Partners have no authority to make commitments, representations, or warranties on behalf of SignalGround beyond those expressly in this Agreement or the published Documentation. SignalGround is not bound by representations of Channel Partners that conflict with this Agreement.

35VIB Partner Program

35.1 Program.

SignalGround operates the Veteran-Owned-In-Business ("VIB") Partner Program, offering channel reseller benefits to verified Veteran-Owned and Service-Disabled Veteran-Owned Small Businesses. VIB Partner enrollment, eligibility verification, and partner-level benefits are governed by the separate VIB Partner Agreement.

35.2 VIB Customer Benefits.

VIB-verified end-user Customers (not the Partners themselves) are eligible for the forty percent (40%) VIB Overlay described in Section 3.4, subject to verification of Customer's own VIB status.

35.3 Free VIB Trial.

Verified VIB members are eligible for a free thirty (30) day full-platform trial via the VIB Offer page. Standard Trial terms in Section 8 apply.

35.4 Verification.

VIB status is verified via Vetcert (SBA), VetBiz / VA-OSDBU records, SAM.gov SDVOSB indicators, or equivalent. SignalGround may require additional documentation. Misrepresentation of VIB status is a material breach and may result in immediate termination and recovery of discounts.

36Compliance with Laws

36.1 General.

Each party shall comply with all Applicable Law in performing its obligations under this Agreement. Without limiting the foregoing, each party shall comply with all laws relating to: (a) employment, labor, and immigration; (b) data privacy and security; (c) consumer protection; (d) accessibility; (e) anti-discrimination; (f) anti-money-laundering; and (g) industry-specific regulations applicable to its activities.

36.2 FCC and Spectrum Regulations.

Customer acknowledges that radio spectrum is regulated by the Federal Communications Commission, the National Telecommunications and Information Administration, and state and local authorities. Nothing in the Service authorizes Customer to operate radio equipment in violation of those regulations. Customer is responsible for obtaining its own licenses, authorizations, and approvals before operating radio equipment.

36.3 Accessibility.

SignalGround is committed to making the Service accessible to Users with disabilities and conforms to Web Content Accessibility Guidelines (WCAG) 2.1 Level AA where reasonably practicable. SignalGround maintains an accessibility statement available on request. Federal Customer compliance with Section 508 of the Rehabilitation Act is addressed in the Federal Sales documentation.

37Anti-Corruption

Each party represents and warrants that, in connection with this Agreement, it has not and will not violate the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law. Each party shall maintain reasonable internal controls to detect and prevent violations.

38Export & Sanctions

38.1 Export Controls.

The Service may be subject to U.S. export controls, including the Export Administration Regulations (15 C.F.R. Parts 730–774) and, on Defense Customer deployments, the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130). Each party shall comply with all applicable export, re-export, and import laws.

38.2 Sanctions.

Customer represents that neither Customer nor any User is:

• located in, organized under the laws of, or a resident of a country subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk and Luhansk People's Republics, and any country added by Executive Order or OFAC designation);
• identified on the U.S. Treasury Department OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Entity List, or any other prohibited- or restricted-party list maintained by the U.S. government;
• owned 50% or more by an SDN or designated Entity Listed person; or
• otherwise prohibited from receiving the Service under U.S. sanctions.

38.3 Customer Compliance.

Customer shall not use the Service to evade or violate U.S. sanctions or export controls, and shall not permit access by any individual or entity listed in Section 38.2.

39Publicity & Trademarks

39.1 Customer Reference.

Subject to Customer's prior written consent (which may be granted by email and shall not be unreasonably withheld), SignalGround may identify Customer as a customer of the Service in standard customer lists, case studies, press releases, and marketing materials. Customer may withdraw consent at any time with respect to future uses.

39.2 Trademark License.

Each party grants the other a limited, revocable, non-exclusive, royalty-free license to use the other party's name and logo solely for the purpose of identifying the customer-vendor relationship as permitted by this Section 39, in accordance with the other party's published trademark usage guidelines.

39.3 No Implied Endorsement.

Neither party shall make any statement that implies the other party's endorsement of products, services, or positions beyond those expressly authorized in writing.

40Term & Termination

40.1 Term.

This Agreement commences on the Effective Date and continues in effect for as long as any subscription is active. Subscription Terms run on their own schedule per Section 6.

40.2 Termination for Material Breach.

Either party may terminate this Agreement (and all Subscription Terms hereunder) if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice of the breach. Material breach includes, without limitation: Customer's non-payment past sixty (60) days; Customer's repeated violation of the AUP; and SignalGround's repeated failure to meet the SLA without remedy under Section 9.5.

40.3 Termination for Insolvency.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) becomes the subject of a bankruptcy filing not dismissed within sixty (60) days; or (d) ceases to operate in the ordinary course of business.

40.4 Termination for Convenience by Customer.

Customer may cancel auto-renewal of any subscription per Section 6.5. Customer may not terminate an active paid Subscription Term for convenience and is not entitled to a refund of pre-paid Fees, except as expressly stated in Sections 9.5, 18.4, 25.3, 40.2, 40.5, or where required by Applicable Law.

40.5 Termination by SignalGround.

SignalGround may terminate this Agreement or any subscription: (a) per Sections 40.2 or 40.3; (b) if Customer becomes ineligible per Section 4.1 or sanctioned per Section 38.2; (c) on ninety (90) days' notice if SignalGround discontinues the affected Service-tier broadly (with pro-rata refund of unused Fees); or (d) immediately for AUP violations creating imminent harm.

40.6 Government Termination for Convenience.

Federal Customers may terminate for convenience consistent with FAR Subpart 49.4 and applicable contract clauses. Termination costs and procedures will be those provided by the applicable Federal contract regulation.

41Effect of Termination

41.1 Cessation of Access.

Upon termination of all subscriptions, Customer's access to the Service ends. SignalGround may disable User credentials and revoke API access.

41.2 Data Export Period.

For thirty (30) days following termination, Customer may export Customer Data using Service-provided export functions or by emailing privacy@signalground.app. After this period, Customer Data will be deleted per the Privacy Policy retention schedule, subject to legally-required retention.

41.3 Refunds.

Upon termination:

• Customer's material breach: No refund. Customer remains liable for all unpaid Fees through end of Subscription Term.
• SignalGround's material breach (uncured): Pro-rata refund of pre-paid Fees for the unused portion of the Subscription Term.
• SignalGround's broad discontinuation of Service-tier (Section 40.5(c)): Pro-rata refund.
• SLA chronic underperformance (Section 9.5): Pro-rata refund.
• IP infringement (Section 25.3(c)): Pro-rata refund.

41.4 Outstanding Payments.

Termination does not relieve Customer of payment obligations accrued before termination. SignalGround may invoice and collect such accrued amounts.

41.5 Survival.

The following provisions survive termination of this Agreement: Section 2 (Definitions), Section 7.4 (Disputed Charges) and 7.5 (Late Payment, with respect to amounts accrued before termination), Section 15 (IP), Section 16.4 and 16.5 (Data export and deletion mechanics), Section 17 (Feedback & Aggregated Data), Section 18.6 (Breach Notification, for incidents involving pre-termination data), Section 21 (Confidentiality), Section 22 (Warranties, with respect to claims arising before termination), Section 23 (Disclaimers), Section 24 (Limitation of Liability), Section 25 (Indemnification, with respect to Claims arising before termination), Section 36–38 (Compliance, Anti-Corruption, Export & Sanctions, for pre-termination activity), Section 41 (Effect of Termination), Section 43–45 (Governing Law, Disputes, Waivers), Section 46–48 (Notices, Assignment, General Provisions), and any other provision that by its nature should survive.

42Force Majeure

42.1 Excused Performance.

Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including:

• natural disasters (earthquake, flood, fire, hurricane, severe storm);
• acts of war, civil unrest, terrorism, or armed conflict;
• governmental action (embargoes, sanctions, orders affecting the Service, declared emergencies);
• pandemic, epidemic, or public health emergency declared by U.S. or state authorities;
• labor strikes or stoppages affecting the party (other than that party's own employees);
• denial-of-service attacks, ransomware events affecting third parties on which the Service depends, or other malicious attacks of unforeseeable scope;
• internet, telecommunications, or utility outages outside the affected party's reasonable control; and
• failure of cloud infrastructure providers, where SignalGround has selected providers with industry-standard resilience.

42.2 Notice; Cure.

The affected party shall promptly notify the other of the Force Majeure event, its expected impact, and updates on resolution. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

42.3 Termination for Prolonged Force Majeure.

If a Force Majeure event continues to prevent material performance for more than sixty (60) consecutive days, either party may terminate the affected subscription on written notice with a pro-rata refund of pre-paid Fees for the unused portion.

43Governing Law

Except as provided in Section 27.8 (Federal Customers), this Agreement is governed by and construed in accordance with the laws of the State of Georgia, USA, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

44Dispute Resolution

44.1 Informal Resolution.

Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute by escalating to executives with authority to settle. The parties shall confer for at least thirty (30) days following written notice describing the dispute.

44.2 Venue (Non-Federal Customers).

Except as provided in Sections 27.8 (Federal Customers) and 44.3 (Equitable Relief), any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved informally shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, USA. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

44.3 Equitable Relief.

Notwithstanding Section 44.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or proprietary rights.

44.4 Optional Arbitration.

The parties may, by mutual written agreement, submit any dispute to binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, conducted in Atlanta, Georgia. Such election must be in writing and signed by both parties; absent such election, Section 44.2 controls. The arbitrator may not award punitive damages or modify the limitations of Section 24.

44.5 Limitation of Actions.

Except for claims arising from non-payment of Fees, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.

45Class Action & Jury Waivers

45.1 Class Action Waiver.

EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION, AND NOT IN A CONSOLIDATED PROCEEDING WITH OTHER CLAIMANTS' CLAIMS. NEITHER PARTY SHALL ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT.

45.2 Jury Trial Waiver.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE.

45.3 Inapplicability to Federal Customers.

Sections 45.1 and 45.2 do not apply to Federal Customers to the extent prohibited by Applicable Law.

46Notices

46.1 Notices to SignalGround.

Notices to SignalGround under this Agreement shall be in writing and sent to:

46.2 Notices to Customer.

Notices to Customer under this Agreement may be delivered by: (a) email to the address(es) Customer has provided in its Account or on Order Form (with electronic confirmation of receipt or non-bounce constituting receipt); (b) in-app notification within the Service; or (c) certified mail return-receipt requested to the address Customer has provided. Customer is responsible for keeping its contact information current.

46.3 Routine Service Communications.

Routine product, maintenance, and security communications may be delivered by email or in-app notification without separate written notice.

46.4 Effective Date of Notice.

Notices are effective: (a) for email, upon delivery confirmation or twenty-four (24) hours after sending if no bounce; (b) for in-app notification, upon login or twenty-four (24) hours after posting; (c) for certified mail, three (3) Business Days after deposit with USPS.

47Assignment & Subcontractors

47.1 Customer Assignment.

Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without SignalGround's prior written consent, except that Customer may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets or stock, provided that (a) Customer gives SignalGround prompt written notice; (b) the successor is not a competitor of SignalGround; (c) the successor agrees in writing to be bound by this Agreement; and (d) the assignment does not violate any law including export controls. Any attempted assignment in violation of this Section is void.

47.2 SignalGround Assignment.

SignalGround may assign or transfer this Agreement (in whole or in part) to: (a) any Affiliate; (b) any successor in interest in connection with a merger, acquisition, or sale of all or substantially all of SignalGround's assets or stock; or (c) any third party in connection with a reorganization, financing, or similar transaction, with notice to Customer.

47.3 Subcontracting.

SignalGround may engage Subprocessors and other contractors to assist in performing its obligations, subject to Section 18.4 (Subprocessor notice and objection rights). SignalGround remains responsible for the acts and omissions of its Subprocessors and contractors with respect to performance of this Agreement.

47.4 Binding Effect.

This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

48General Provisions

48.1 Entire Agreement.

This Agreement, together with all incorporated schedules, exhibits, Order Forms, and the documents referenced in Section 1.2, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals, representations, and understandings.

48.2 No Reliance.

Each party acknowledges that it has not relied on any statement, representation, warranty, or understanding other than those expressly set forth in this Agreement.

48.3 No Waiver.

The failure or delay of either party to enforce any provision of this Agreement is not a waiver. No waiver is effective unless in writing signed by the waiving party, and a waiver of one provision or breach is not a waiver of any other provision or breach.

48.4 Severability.

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision approximating the original intent.

48.5 Modifications.

SignalGround may update this Agreement from time to time. Material updates (those that materially decrease Customer's rights or materially increase Customer's obligations) will be notified to Customer at least thirty (30) days before they take effect, by email or in-app notification. Continued use of the Service after the effective date of an update constitutes acceptance. If Customer does not accept a material update, Customer may terminate the affected subscription before the effective date and receive a pro-rata refund of pre-paid Fees for the unused portion. Non-material updates (clarifications, corrections, address changes, addition of new optional features) may be made by SignalGround at any time with updated effective date.

48.6 Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party has authority to bind or commit the other.

48.7 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party (including Customer's customers, Users' family members, or any other person) has any rights under this Agreement, except (a) SignalGround's Affiliates and licensors as expressly identified, and (b) Microsoft Corporation as a third-party beneficiary of Section 33 (Azure Marketplace).

48.8 Counterparts & Electronic Signature.

This Agreement may be executed in counterparts (including PDF, electronic signature platforms such as DocuSign or Adobe Sign, or click-through), each of which is an original and all of which together constitute one agreement. Electronic signatures and click-through acceptance are valid and binding under the U.S. Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and similar laws.

48.9 Headings.

Section headings are for convenience only and do not affect interpretation.

48.10 Construction.

This Agreement has been negotiated by the parties (each having had the opportunity to consult counsel) and shall not be construed against either party as drafter. Ambiguities shall be resolved by reference to the parties' reasonable intent.

48.11 Language.

The authoritative version of this Agreement is the English version. Translations are provided for convenience only; in the event of inconsistency, the English version controls.

48.12 Cumulative Remedies.

Except as expressly stated as a sole and exclusive remedy, the remedies provided in this Agreement are cumulative and in addition to all other remedies available at law or in equity.

48.13 No Implied License.

No license is granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

48.14 U.S. Government End User Rights.

This Section 48.14 is in addition to Section 27. The Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject only to the terms of this Agreement, except as expressly required by FAR 12.212 and DFARS 227.7202.

49Contact Information

Questions, notices, requests, and communications regarding this Agreement should be directed to the appropriate channel below:

Mailing Address: New Vision Security LLC, College Park, Georgia, USA — specific street address available on request at legal@signalground.app.

Phone: (404) 662-4150 (Mon–Fri 9 AM–6 PM ET)

SAM.gov Identifiers: UEI NQ7DY8MADL23 · CAGE 5AAG0

50Signatures

For negotiated enterprise Order Forms requiring countersignature, the following block may be executed. For click-through and Marketplace subscriptions, acceptance per Section 1.1 governs and signature is not required.

For Federal Customers procuring under FAR-based contract vehicles, the Federal Contracting Officer's signature on the underlying contract incorporates this Agreement by reference; no separate signature is required.