WATTSS End User License Agreement

1. Agreement and acceptance

This End User License Agreement ("Agreement") is between Ontheside, Inc., a Delaware corporation with its principal place of business at 703 Pier Ave., Ste. B226, Hermosa Beach, CA 90254 ("Ontheside," "we," "us"), and the individual who accepts it ("you"). If you accept on behalf of a company or other organization, you represent that you have authority to bind it, and "you" includes that organization.

You accept this Agreement by checking the acceptance box when you create your WATTSS account. If you do not agree, do not create an account or use the Service.

2. Definitions

• Service means the WATTSS web application, its mobile and offline-capable versions, related APIs, and documentation provided by Ontheside.
• Account means the user account you create to access the Service.
• Organization means a company or firm account within the Service to which you belong, and its administrators.
• Customer Content means drawings, documents, markups, photos, RFIs, field reports, comments, and any other material you or your Organization upload to or create in the Service.
• Project means a workspace in the Service in which Customer Content is shared among invited members, who may belong to different Organizations.
• Feedback means suggestions, ideas, bug reports, or other comments you give us about the Service.

3. License, restrictions and accounts

License. Subject to this Agreement, Ontheside grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of this Agreement. The Service is licensed, not sold. Ontheside and its licensors keep all rights, title and interest in the Service, including all software, designs and trademarks. No rights are granted except those stated here.

Restrictions. You will not, and will not allow anyone else to:

• copy, modify or create derivative works of the Service, except as the Service's own features allow;
• reverse engineer, decompile or disassemble the Service, except to the extent applicable law expressly permits despite this limit;
• sell, rent, lease, sublicense or otherwise make the Service available to anyone other than authorized users;
• access the Service to build a competing product, or copy its features, design or user interface;
• bypass or interfere with security, access controls, usage limits or licensing;
• upload malicious code, or use the Service to violate any law or anyone's rights;
• run automated scraping, load testing or vulnerability scanning without our written permission.

Accounts. You must give accurate registration information and keep your credentials confidential. You are responsible for activity under your Account. Tell us promptly at support@wattss.io if you believe your Account has been compromised. Your Organization's administrators may manage your seat, suspend or reassign it, and see Customer Content in the Organization's Projects as the Service permits. You must be at least 18 years old to use the Service.

4. Customer Content, data and Feedback

You own your content. As between you and Ontheside, you or your Organization keep all rights in Customer Content. You grant Ontheside a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, render and display Customer Content only as needed to provide, secure and support the Service, and as you direct (for example, sharing with Project members or generating exports).

Shared Projects. Customer Content you place in a Project is visible to that Project's members according to their roles, including members from other Organizations. You are responsible for whom you invite and what you share.

Your responsibilities. You represent that you have the rights needed to upload Customer Content and that it does not infringe anyone's rights or violate law. You are responsible for keeping your own copies of important Customer Content.

How we handle data. We process personal information as described in our Privacy Policy at https://wattss.io/privacy. We use reasonable administrative, technical and physical safeguards. Ontheside staff may access Customer Content only to provide support you request, to keep the Service secure, or as law requires, under confidentiality obligations. We do not sell Customer Content, and we do not use it to train machine-learning models offered to others.

Usage data. We may collect technical and usage data about how the Service performs and is used, and use it to operate and improve the Service, in a form that does not identify you or your Customer Content to third parties.

Feedback. If you give us Feedback, you grant Ontheside a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without obligation to you. Feedback does not include Customer Content.

5. Third-party components, availability and changes

Open-source and third-party components. The Service includes open-source and third-party software, including fonts, under their own licenses. Those licenses govern those components, and a list is available at https://wattss.io/open-source. Nothing here limits your rights under them.

Availability. We aim to keep the Service available but do not promise it will be uninterrupted, error-free, or available offline in every situation. We may perform maintenance, and features that work offline depend on what you have made available on your device.

Changes to the Service. We may add, change or remove features. If we remove a feature that materially reduces the Service for paying customers, we will give reasonable notice where practical.

Changes to this Agreement. We may update this Agreement. We will give notice of material changes in the Service, and may ask you to accept the updated version before continuing to use the Service. The version you accepted, and when, is kept with your Account.

6. Disclaimers, limitation of liability and indemnity

Not a substitute for professional judgment. The Service is a tool for viewing, marking up, measuring and coordinating documents. Measurements, takeoffs, calibrations, renderings, exports and workflow records may contain errors. You are solely responsible for verifying them and for all design, engineering, construction, procurement and contractual decisions made with them.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND ONTHESIDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY.

Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONTHESIDE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS OR GOODWILL, OR FOR CONSTRUCTION DELAYS, REWORK OR COST OVERRUNS, ARISING FROM THIS AGREEMENT OR THE SERVICE. ONTHESIDE'S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) US $100.

What these limits do not cover. Nothing in this Agreement limits liability that cannot be limited under applicable law, including under California Civil Code section 1668, such as liability for fraud, willful injury, or violation of law.

Indemnity. You will defend and indemnify Ontheside against third-party claims arising from your Customer Content or your breach of this Agreement, and pay resulting costs and damages finally awarded or agreed in settlement.

7. Term, termination and general terms

Term and termination. This Agreement starts when you accept it and continues while you have an Account. You may stop using the Service at any time. We may suspend or terminate your access if you breach this Agreement, if required by law, or to protect the Service or other users. Your Organization may also end your seat.

After termination. Your license ends. Customer Content belonging to an Organization or shared Project stays with that Organization or Project. Where you control Customer Content, you may export it for 30 days after termination, after which we may delete it in line with our retention practices. Sections 3 (restrictions), 4 (Feedback), 6 and 7 survive.

Governing law and venue. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict-of-laws principles. In the event of a dispute or legal action between the parties, each party waives any objection to personal jurisdiction, and agrees to service of process and venue in the United States District Court for the Central District of California or the Superior Court of California for the County of Los Angeles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and is expressly excluded.

General. This Agreement, the Beta Test Agreement while you participate in the beta, and the Privacy Policy are the entire agreement on this subject. If the Beta Test Agreement conflicts with this Agreement during the beta, the Beta Test Agreement controls. If a provision is unenforceable, the rest remains in effect. You may not assign this Agreement without our consent; we may assign it in a merger, acquisition or sale of assets. Failure to enforce a provision is not a waiver. Notices to Ontheside go to Ontheside, Inc., 703 Pier Ave., Ste. B226, Hermosa Beach, CA 90254, with a copy to legal@wattss.io.

Export control and sanctions. THE SERVICE, INCLUDING ITS SOFTWARE, DOCUMENTATION AND TECHNICAL DATA, MAY BE SUBJECT TO U.S. EXPORT CONTROL AND ECONOMIC SANCTIONS LAWS, INCLUDING THE EXPORT ADMINISTRATION REGULATIONS ADMINISTERED BY THE BUREAU OF INDUSTRY AND SECURITY OF THE U.S. DEPARTMENT OF COMMERCE, AND THE SANCTIONS PROGRAMS ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY, AS WELL AS THE EXPORT AND IMPORT LAWS OF OTHER COUNTRIES. YOU WILL NOT ACCESS, USE, EXPORT, RE-EXPORT OR TRANSFER THE SERVICE, DIRECTLY OR INDIRECTLY: (A) WITHOUT ALL LICENSES AND GOVERNMENT APPROVALS THOSE LAWS REQUIRE; (B) TO, FROM OR WITHIN ANY COUNTRY OR REGION SUBJECT TO COMPREHENSIVE U.S. SANCTIONS OR EMBARGO; (C) BY OR FOR ANY PERSON OR ENTITY ON A U.S. GOVERNMENT RESTRICTED-PARTY LIST, INCLUDING THE SPECIALLY DESIGNATED NATIONALS LIST, THE ENTITY LIST AND THE DENIED PERSONS LIST, OR OWNED OR CONTROLLED BY SUCH A PERSON; OR (D) FOR ANY PROHIBITED END USE. YOU REPRESENT THAT YOU ARE NOT LOCATED IN SUCH A COUNTRY OR REGION AND ARE NOT SUCH A PERSON. THE SERVICE USES ENCRYPTION. SOME COUNTRIES RESTRICT THE USE, IMPORT OR EXPORT OF ENCRYPTION, EVEN FOR TEMPORARY PERSONAL OR BUSINESS USE. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL IMPORT, EXPORT, SANCTIONS AND OTHER LAWS THAT APPLY TO YOUR ACCESS TO AND USE OF THE SERVICE. ONTHESIDE MAY SUSPEND OR TERMINATE ACCESS IT REASONABLY BELIEVES WOULD VIOLATE THOSE LAWS.