Software Terms of Service | Effective 2026-02-17

These Software Terms of Service ("Terms") govern access to and use of software applications, platforms, and tools ("Software") provided by Altura Innovation LLC ("Altura," "we," "our"). By accessing or using any Altura Software, you ("Client," "you," "your") agree to be bound by these Terms. If you do not agree, do not access or use the Software.

These Terms serve as the supplemental terms referenced in your Altura Innovation Master Services Agreement ("MSA"), Section 22.5. Where these Terms conflict with the MSA, these Terms govern with respect to the applicable Software.

1. Definitions

"Authorized User" means any individual whom Client permits to access the Software under Client's subscription.

"Client Data" means all data, content, and information that Client or its Authorized Users upload, submit, or transmit through the Software.

"Documentation" means user guides, help articles, API references, and other materials provided by Altura describing the Software's functionality.

"Subscription Term" means the period during which Client has paid access to the Software, as specified in the applicable SOW or order form.

2. Access and License

2.1 License Grant. Subject to Client's payment of applicable fees and compliance with these Terms, Altura grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the Subscription Term solely for Client's internal business purposes. The Software is provided as a hosted service; Client acquires no ownership interest in the Software or any underlying technology.

2.2 Authorized Users. Client may permit Authorized Users to access the Software on Client's behalf. Client is responsible for all activities conducted through Authorized User accounts, including compliance with these Terms. Client shall ensure that each Authorized User account is used by only one individual and shall not share login credentials.

2.3 Restrictions. Client shall not, and shall not permit any Authorized User or third party to:

(a) Copy, modify, or create derivative works of the Software or Documentation;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

(d) Use the Software to build a competing product or service, or to benchmark the Software for competitive purposes;

(e) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(f) Use the Software in violation of applicable law or in a manner that infringes the rights of any third party;

(g) Introduce viruses, malware, or other harmful code into the Software;

(h) Circumvent or disable any security or access control features of the Software; or

(i) Use the Software to transmit unsolicited communications, including spam.

3. Client Data

3.1 Ownership. Client retains all right, title, and interest in and to Client Data. Altura acquires no ownership interest in Client Data by virtue of these Terms or Client's use of the Software.

3.2 License to Altura. Client grants Altura a limited, non-exclusive license to access, use, and process Client Data as necessary to provide, maintain, and improve the Software and to perform the services contemplated by these Terms and the MSA.

3.3 Data Protection. Altura shall implement commercially reasonable measures to protect Client Data against unauthorized access, use, or disclosure. Altura will not sell, rent, or trade Client Data to any third party.

3.4 Client Responsibility. Client is solely responsible for the accuracy, quality, and legality of Client Data and the means by which Client acquired Client Data. Client represents and warrants that it has all necessary rights and consents to provide Client Data to Altura and to permit Altura to process Client Data as contemplated by these Terms. Client is solely responsible for maintaining backups of its own data and systems.

4. Fees and Payment

Fees for the Software are specified in the applicable SOW, order form, or subscription agreement. Payment terms, billing cycles, processing fees, late fees, and service suspension provisions are governed by the MSA (Sections 6 through 9). In the absence of an MSA, fees are due within fourteen (14) days of invoice.

5. Intellectual Property

5.1 Altura Ownership. The Software constitutes an Altura Product as defined in MSA Section 15.2. Altura and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights, including all modifications, enhancements, derivative works, and improvements to the Software. Nothing in these Terms transfers any intellectual property rights to Client except the limited license granted in Section 2.1.

5.2 Feedback. If Client provides suggestions, ideas, or feedback regarding the Software ("Feedback"), Altura may use such Feedback without restriction or obligation to Client. Client hereby assigns to Altura all right, title, and interest in any Feedback.

6. Availability and Support

6.1 Availability. Altura shall use commercially reasonable efforts to make the Software available 99.5% of the time during each calendar month, excluding scheduled maintenance windows and force majeure events. Scheduled maintenance will be communicated with at least 24 hours' advance notice when practicable.

6.2 Service Credits. Altura's sole obligation for any failure to meet the availability target is to provide a service credit equal to 5% of the monthly subscription fee for each full percentage point below 99.5% in a given month, up to a maximum of 25% of that month's fee. Service credits must be requested in writing within 30 days of the month in which the downtime occurred and will be applied to future invoices.

6.3 Support. Support for the Software is provided under the terms of Client's MSA and applicable SOW. If no MSA is in effect, Altura will provide reasonable email-based support during business hours (Monday through Friday, 9:00 AM to 4:00 PM Central Time).

7. Warranties and Disclaimers

7.1 Limited Warranty. Altura warrants that the Software will materially conform to the Documentation during the Subscription Term. If the Software fails to conform, Client's sole remedy is for Altura to, at its sole discretion, correct the non-conformity or provide a credit for the pro-rated fees for the period of non-conformity.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." ALTURA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. ALTURA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CLIENT'S SPECIFIC REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ALTURA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL ALTURA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ALTURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client acknowledges that the limitations in this Section are essential to the pricing of the Software and reflect an allocation of risk that is fundamental to the agreement between the Parties.

9. Indemnification

9.1 By Client. Client shall indemnify, defend, and hold harmless Altura and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Client's use of the Software in violation of these Terms; (b) Client Data or Client's collection, use, or processing of data through the Software; or (c) Client's violation of applicable law.

9.2 By Altura. Altura shall indemnify Client against third-party claims alleging that the Software, as provided by Altura, infringes a valid U.S. patent or copyright, provided Client promptly notifies Altura, gives Altura sole control of the defense, and cooperates as reasonably requested. If the Software becomes or is likely to become subject to an infringement claim, Altura may, at its option: (a) procure the right for Client to continue using the Software; (b) modify the Software to make it non-infringing; or (c) terminate Client's subscription and provide a credit for any prepaid fees for the remaining Subscription Term.

10. Term and Termination

10.1 Term. These Terms are effective as of the date Client first accesses the Software and continue for the duration of the Subscription Term specified in the applicable SOW or order form. If no Subscription Term is specified, these Terms continue on a month-to-month basis.

10.2 Termination for Cause. Either Party may terminate these Terms immediately upon written notice if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

10.3 Termination for Convenience. Either Party may terminate these Terms at any time by providing thirty (30) days' written notice.

10.4 Effect of Termination. Upon termination: (a) Client's access to the Software will be disabled; (b) Client must cease all use of the Software; (c) all fees owed through the termination date become immediately due.

10.5 Survival. Sections 3, 5, 7, 8, 9, 11, 12, and 13 survive termination of these Terms.

11. Confidentiality

Confidentiality obligations are governed by MSA Section 16. If no MSA is in effect, each Party agrees to protect the other's Confidential Information with the same degree of care it applies to its own confidential information, and in no case less than a reasonable standard of care.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws provisions. All legal actions arising under these Terms shall be resolved exclusively in the state or federal courts located within Ozaukee County, Wisconsin. Each Party consents to the jurisdiction of such courts and waives any objections to venue on grounds of inconvenience.

13. General Provisions

13.1 Entire Agreement. These Terms, together with the MSA and any applicable SOW, constitute the entire agreement between the Parties with respect to the Software. In the event of conflict, the order of precedence is: (a) the MSA; (b) the applicable SOW; (c) these Terms.

13.2 Amendments. Altura reserves the right to update these Terms by posting revised terms on its website with at least thirty (30) days' advance notice. Continued use of the Software after the effective date of revised terms constitutes acceptance. If Client does not agree to the revised terms, Client must discontinue use of the Software before the effective date.

13.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Waiver. Failure by either Party to enforce any right under these Terms shall not constitute a waiver of that right.

13.5 Assignment. Client may not assign these Terms without Altura's prior written consent. Altura may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Notices. Notices under these Terms shall be in writing and sent to the addresses specified in the MSA, or if no MSA is in effect, to the email address associated with Client's account.

13.7 Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the Parties.

Altura Innovation LLC | 1602 SkyLine Dr, Cedarburg, Wisconsin 53012 | www.alturainnovation.com