Terms & Conditions

Last updated: March 3, 2026

READ THIS TERMS OF SERVICE AGREEMENT (the or this "AGREEMENT") CAREFULLY BEFORE CONTINUING THE USE OF THE SERVICE. YOUR USE OF THE SERVICE IS SUBJECT TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST NOT USE THE SERVICE.

In consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Adronite, Inc., a Washington state corporation ("Adronite"), and You and/or the entity you represent ("Customer") agree as follows:

1. Services

1.1. Purpose. This Agreement sets forth the Terms of Service under which Adronite agrees to provide (i) a "software as a service" ("Subscription Services") for its software coding applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a "Platform") to Authorized Users, as further set forth on an order form ("Order Form" which form is incorporated by reference herein) and (ii) if applicable and confirmed in the Order Form, all other implementation services, including where applicable, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery ("Professional Services" together with Subscription Services, referenced as the "Services") related to Customer's access to, and use of, such Subscription Services.

1.2. The Services; Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Adronite hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use the licensed Subscription Services solely for internal business purposes as set forth herein.

1.3. Subscription Services. Each applicable Order Form shall specify and further describe the Subscription Services to be licensed as set forth herein and shall identify each applicable Platform, user limitations, fees, subscription terms, and other applicable terms and conditions.

1.4. Changes to the Platform. Adronite may, in its sole discretion, make any changes to any Platform that it deems necessary or useful, including without limitations to (i) maintain or enhance (a) the quality or delivery of Adronite's products or services to its customers, (b) the competitive strength of, or market for, Adronite's products or services, (c) such Platform's cost efficiency or performance, or (ii) to comply with applicable law.

2. Platform Access & Authorized User

2.1. Authorized Users. Customer may allow only such a number of Customer's employees as indicated on an Order Form to use the applicable Platform on behalf of Customer as an "Authorized User." Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform.

2.2. Authorized User Conditions to Use. As a condition to accessing and use of a Platform, (i) each Authorized User shall agree to abide by the terms of Adronite's end-user terms of use; and (ii) any permitted Customer users shall agree to abide by the terms of this Agreement. Customer shall immediately notify Adronite of any violation by any Authorized User upon becoming aware of such violation and shall be liable for any breach of this Agreement by any Authorized User.

2.3. Account Responsibility. Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and (ii) securing its Adronite account, passwords and files. Adronite is not responsible for any losses, damage, costs, expenses, or claims that result from stolen or lost passwords.

3. Additional Restrictions & Responsibilities

3.1. Software Restrictions. Customer will not, nor permit or encourage any third party to, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure of a Platform or any Software; (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform.

3.2. Customer Compliance. Customer shall use each Platform, Software, and the Services in full compliance with this Agreement and all applicable laws. Adronite may suspend Customer's account at any time if Adronite believes Customer is in violation of this Agreement.

3.3. Cooperation. Customer shall provide all cooperation and assistance as Adronite may reasonably request.

3.4. Training and Education. Adronite may provide education and training related to the use of a Platform, if such education and training is provided in an applicable Order Form.

3.5. Customer Systems. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use each Platform.

3.6. Restrictions on Export. Customer may not remove or export from the United States or allow the export or re-export of the Software in violation of any applicable restrictions, laws or regulations.

3.7. DFARS. Software, each Platform and the Services are deemed to be "commercial computer software" and "commercial computer software documentation" pursuant to applicable DFARS and FAR provisions.

4. Confidentiality

4.1. Confidential Information. Each party understands that the other party has been, and may be, exposed to or acquired business, technical or financial information relating to the other party's business ("Confidential Information"). The terms and conditions of this Agreement are Adronite's Confidential Information.

4.2. Exceptions. Confidential Information shall not include any information that (i) is or becomes generally available to the public, (ii) was known prior to receipt from the Disclosing Party, (iii) was rightfully disclosed without restriction by a third party, (iv) was independently developed without use of any Confidential Information, or (v) is required to be disclosed by applicable law.

4.3. Non-use and Non-disclosure. The Receiving Party agrees to (i) use reasonable care to protect Confidential Information, (ii) hold all Confidential Information in strict confidence, and (iii) not use Confidential Information for any purpose other than performing under this Agreement.

4.4. Remedies. Breach of confidentiality obligations may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other available remedy.

5. Proprietary

5.1. Ownership. Adronite shall own and retain all right, title and interest in and to each Platform, Software, the Services, and all improvements, enhancements or modifications thereto (collectively, "Services IP"). To the extent Customer acquires any right in any Services IP, Customer hereby assigns all such rights to Adronite.

5.2. No Other Rights. No rights or licenses are granted to Customer except as expressly set forth herein.

6. Fees & Payment

6.1. Fees. Customer will pay Adronite the applicable fees as described in each Order Form.

6.2. Renewal Fees. Upon the commencement of each Renewal Term, Customer shall be liable for payment of a Renewal Fee.

6.3. Reimbursable Expenses. Customer shall reimburse Adronite for reasonable out-of-pocket expenses incurred in connection with performing authorized services.

6.4. Payment. Full payment for invoices must be received within thirty (30) days. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, plus all collection expenses.

6.5. Payment Disputes. Customer must contact Adronite no later than ten (10) days after the closing date on the first billing statement in which a believed error appeared.

6.6. Taxes. Customer shall pay all taxes relating to Adronite's provision of the Services.

6.7. No Deductions or Setoffs. All amounts payable shall be paid in full without any setoff, recoupment, counterclaim, or deduction except as required by applicable law.

6.8. Subpoena Expenses. Adronite may charge Customer for costs incurred in responding to subpoenas related to Customer's account.

7. Term & Termination

7.1. Term. This Agreement shall remain in effect until its termination as provided below (the "Term"). Each Order Form shall renew for additional periods unless written notice of non-renewal is received at least sixty (60) days prior to expiration.

7.2. Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within thirty (30) days after receipt of written notice.

7.3. Effect of Termination. Upon termination, Customer shall immediately cease all use of, and access to, the Subscription Services.

7.4. Survival. Sections 3.1, 3.6, 3.7, 4.1-4.4, 5.1-5.2, 6.1, 7.3, 8-18 shall survive any termination or expiration of this Agreement.

8. Warranty Disclaimer

8.1. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND ADRONITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitation of Liability

9.1. IN NO EVENT SHALL ADRONITE'S LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. ADRONITE SHALL NOT HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED.

10. Indemnification

10.1. Indemnification by Customer. If a third party makes a claim against Adronite that Customer Content infringes any patent, copyright, or trademark or misappropriates any trade secret, Customer shall defend Adronite and pay all losses, damages, and expenses finally awarded or settled.

11. Governing Law & Dispute Resolution

11.1. This Agreement is governed by the laws of the State of Washington. Any dispute shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Seattle, Washington.

12. Security

12.1. Adronite may host and/or maintain a Platform using a third-party technology service provider, and Customer acknowledges that Adronite cannot offer additional or modified procedures beyond those put in place by such provider.

12.2. Adronite employs automated monitoring, error tracking, and performance diagnostics to detect and respond to security incidents, service degradation, and potential threats to the integrity of the Service.

13. Publicity

13.1. Customer agrees that Adronite may identify Customer as a customer and use Customer's logo and trademark in Adronite's promotional materials.

14. Notices

14.1. All notices must be in writing (which includes email) and addressed according to information provided on an Order Form.

15. Force Majeure

15.1. Adronite is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including acts of God, changes to law, embargoes, war, terrorist acts, fires, earthquakes, floods, power blackouts, strikes, or acts of hackers.

16. Assignment

16.1. Adronite may assign or sublicense obligations under this Agreement to any third party. Customer may not assign without written consent of Adronite except in connection with an affiliate assignment, merger, reorganization, or sale of assets.

17. General Provisions

17.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous agreements relating to the subject matter. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has the authority to bind the other party in any respect.

18. Monitoring, Diagnostics & Telemetry

18.1. The Service employs automated error tracking, performance monitoring, session replay, and diagnostic telemetry tools (collectively, "Monitoring Tools") to maintain service stability, diagnose issues, provide customer support, and improve the Service.

18.2. Monitoring Tools may associate technical events - including but not limited to errors, performance data, page navigation patterns, browser and device metadata, and session replays during error conditions - with Customer's account and Authorized User accounts.

18.3. The categories of data collected by Monitoring Tools are described in our Privacy Policy. Session replays capture page interactions and visual state but do not record keystrokes or form input values.

18.4. This data may be processed by third-party sub-processors operating under data processing agreements. The current sub-processor for Monitoring Tools is Sentry (Functional Software, Inc.). A list of sub-processors is available upon request.

18.5. Adronite may also collect and analyze usage patterns, feature adoption, and interaction data to understand how the Service is used and to improve its functionality and performance.

18.6. Customer acknowledges and consents to the monitoring described in this Section 18 as a condition of using the Service. For data subjects in the European Economic Area (EEA), the United Kingdom, or Switzerland, the legal basis for this processing is performance of the contract (GDPR Article 6(1)(b)), as monitoring is integral to the delivery, maintenance, and support of the Service.

18.7. Adronite retains Monitoring Tool data only as long as reasonably necessary to fulfill the purposes described herein: error data is retained for up to 90 days, performance data for up to 30 days, and session replay data for up to 30 days, unless a longer retention period is required by law or necessary to resolve an ongoing incident.

18.8. For more information about the data we collect and your rights regarding that data, please refer to our Privacy Policy and Cookie Policy.