Roovie™ Beta Terms and Conditions

Version 1.10

Acceptance

These Roovie™ Beta Terms and Conditions (these "Terms") are between NanoTech Inc., DBA NanoTech Materials Inc. ("NanoTech"), and the business identified at acceptance or in its Order ("Customer"). They govern the Roovie building-modeling and energy-analysis software, authorized interfaces, documentation, and support (the "Service"). Roovie is the software name, not a separate entity. The Service is for business use; an individual subscribing for that individual's own business is Customer.

WHEN ACCEPTING FOR CUSTOMER, BY SELECTING "I AGREE - ACCEPT TERMS AND CONTINUE," OR ANOTHER CONTROL EXPRESSLY INDICATING AGREEMENT, CUSTOMER'S REPRESENTATIVE ACKNOWLEDGES ACCESS TO THESE TERMS AND AN OPPORTUNITY TO REVIEW AND SAVE THEM, REPRESENTS AND WARRANTS BEING AT LEAST 18 AND AUTHORIZED TO BIND CUSTOMER, AND ACCEPTS THESE TERMS ON CUSTOMER'S BEHALF. CUSTOMER MAY ALSO ACCEPT BY SIGNING AN ORDER WITH NANOTECH EXPRESSLY INCORPORATING THIS VERSION. ELECTRONIC ACCEPTANCE HAS THE EFFECT OF A SIGNATURE. DO NOT ACCEPT FOR CUSTOMER WITHOUT THE REQUIRED AUTHORITY.

IMPORTANT: SECTION 5 PERMITS NANOTECH TO USE PROJECT INFORMATION TO DELIVER THE SERVICE AND TO DEVELOP AND IMPROVE THE ROOVIE OFFERINGS; ONLY DE-IDENTIFIED DATA AND GENERALIZED IMPROVEMENTS ARE KEPT FOR DEVELOPMENT AFTER THE 30-DAY ARCHIVE IN SECTION 5.5. NANOTECH WILL NOT DISCLOSE IDENTIFIABLE PROJECT DATA TO OTHER CUSTOMERS WITHOUT CUSTOMER'S AUTHORIZATION. SECTIONS 10–12 ADDRESS WARRANTIES, CUSTOMER INDEMNITY, AND LIABILITY LIMITS. SECTION 14.1 CONTAINS JURY-TRIAL AND CLASS-ACTION WAIVERS.

Acceptance is binding immediately but does not itself complete registration, place an Order, authorize payment, or renew a subscription. Access requires an accepted Order and NanoTech's approval. NanoTech may retain the accepted version and electronic evidence of acceptance.

Each individual authorized by Customer to use the Service (a "User") must separately accept this Acceptance section and Sections 2, 4, 6–8, 10, and 12–14, with their related definitions, before access. A User represents being at least 18 and authorized to use the Service and is bound only as to that User's own conduct, contributions, and claims, including Section 12's limits and Section 14.1's waivers. User acceptance does not bind Customer, transfer another person's rights, or assume Customer's payment or indemnity obligations. Customer and User acceptances may share a screen if the capacities are clear. Version 1.10 takes effect for each accepting party upon acceptance.

1. The Service

1.1 Beta and updates. The Service is initially pre-release software and may contain errors or differ from documentation, marketing materials, or other descriptions of its functionality. NanoTech may change features, methods, AI models, and providers within Section 5's permissions, subject to the termination and refund rights in Section 9. No purchase depends on a future feature or release. NanoTech will use commercially reasonable efforts to keep the Service available; no specific uptime or accuracy is promised except as stated in these Terms, an Order, or a signed agreement. These Terms cover updates and successor versions supplied under an Order. References to beta status apply only while functionality is designated pre-release; the rest of these Terms is unaffected. Participation is non-exclusive; registration or acceptance alone does not require account activation.

1.2 Support and separate work. NanoTech provides the onboarding and support specified in the Order. Software access does not include professional engineering, design, audit, or project-review services. Separately commissioned consulting or professional work is governed by its signed scope; these Terms do not negate obligations undertaken there.

2. Access and Users

2.1 Accounts. Customer will keep registration information accurate and current and designate an administrator to manage Users and receive notices. Administrator status alone does not confer authority to purchase services or change Customer's agreement.

2.2 Users and security. Customer is responsible for all activity under its account and for its Users' acts and omissions, except to the extent caused by NanoTech's breach. Users must safeguard credentials, use only assigned access, and not share accounts. Customer will remove unnecessary access, and Customer and Users will promptly report suspected unauthorized use. NanoTech currently uses contracted authentication services rather than storing passwords in its application database. Provider changes remain subject to Sections 5.4 and 5.6.

3. Separate Orders and Commercial Terms

3.1 Orders. An "Order" is an order form or electronic summary accepted by Customer and NanoTech specifying fees, access period, usage limits, and included support. Customer's authorized representative must accept these Terms before or with the Order. Registration, terms acceptance, ordering, and payment authorization remain distinct, even when presented in one workflow.

3.2 Payment authorization. Fees, billing, payment authorization, and any usage-based charges are established only through the separate Order and payment process.

3.3 Renewal and changes. Billing periods, renewal, cancellation of a subscription, and fee changes are governed by the separate Order; Section 3.5 supplies default payment terms. A User's acceptance does not change an Order's commercial terms.

3.4 Continuing application. These Terms govern each Order. Ending one Order does not end others unless these Terms are terminated as a whole. Sections 5.5 and 9 govern data handling, suspension, termination, and refunds.

3.5 Default payment terms. Unless an Order states otherwise, fees are payable in U.S. dollars without set-off and exclude sales, use, and similar taxes, which Customer will pay (other than taxes on NanoTech's income). Fees are non-refundable except as these Terms, an accepted Order, or an applicable signed agreement provides, and undisputed amounts not paid when due accrue simple interest at the lesser of 1.5% per month or the maximum lawful rate.

4. Use Rights and Restrictions

4.1 Permitted use. Subject to these Terms and payment under the Order, NanoTech grants Customer a limited, non-exclusive, non-transferable (except under Section 14.4), non-sublicensable right for its Users to access the Service and use its documentation during the access period and within the limits specified in the applicable Order. The right covers lawful building and energy analysis, including client deliverables permitted by Section 6. No rights in source code or underlying technology are granted. NanoTech may monitor usage as Section 5 permits. The privacy notice at https://www.roovie.com/privacy is the "Privacy Policy."

4.2 Restrictions. Customer and Users must not: (a) copy, modify, or create derivatives of the Service, or reverse engineer or extract its source code, algorithms, or underlying models, except as law permits; (b) use the Service, Outputs, or NanoTech's Confidential Information to train AI models or develop competing software; (c) submit NanoTech's Confidential Information to outside AI services, except authorized Outputs used for ordinary project analysis under confidentiality and no-training terms; (d) publish benchmarks or record Service screens other than for internal use without NanoTech's consent; (e) resell, sublicense, or share access except as expressly permitted; (f) bypass security, obtain unauthorized data, introduce malicious code, or deliberately corrupt Development Records or evaluation data; (g) remove notices required by Section 6.2; or (h) use the Service unlawfully, to create misleading analysis, as an autonomous building-control system, or as the sole basis for life-safety or structural-safety decisions. Authorized project-model editing, internal accuracy testing, corrections, and ordinary feedback remain permitted.

4.3 Third-party components. Open-source and other applicable component terms made available before the affected use govern those components. Customer must comply with their use restrictions and preserve required notices. Customer is responsible for integrations it independently selects. Providers engaged by NanoTech are governed by Section 5.6; their full commercial agreements are not incorporated here.

5. Data, AI Processing, and Improvement

5.1 Customer rights. Customer and its licensors retain their rights in plans, drawings, utility records, building models, inputs, corrections, and other content submitted by or for Customer ("Customer Data"). NanoTech does not acquire ownership of or sell Customer Data. Section 6.1 addresses Outputs.

5.2 Permitted processing. Customer grants NanoTech a non-exclusive, worldwide, royalty-free license to process Customer Data, Outputs, and Development Records, directly and through its permitted providers, to provide, operate, support, secure, and maintain the Service, including AI-assisted analysis and project correction. The license also covers evaluating, testing, developing, and improving current and future versions of the Service and related building- and energy-analysis software ("Roovie Offerings"). Those activities may include human or automated review of project information, analysis of results and corrections, development and testing of reusable rules, and refinement of software, methods, workflows, and defaults. Identifiable project information may be used for these purposes, subject to Sections 5.4–5.7 and 7. Materials retained for development after the deletion required by Section 5.5, and information made available to other customers or publicly other than at Customer's direction or as Section 7.2 permits, must qualify under Section 5.7.

NanoTech may retain and use De-identified Development Data and Platform Improvements that qualify under Section 5.7 ("qualifying materials") as that Section provides. Improvements may be incorporated into Roovie Offerings made available to other customers without disclosing Customer's identifiable or confidential project information. NanoTech remains responsible for its improvements; a User's approval of a project result does not expand these data permissions.

"Development Records" means records and datasets derived from Customer Data, Outputs, or project interactions for those purposes, including corrections, diagnostics, test cases, technical examples, related metadata, and any indexes or embeddings derived from them, regardless of format or storage location. Customer content within those records retains its protections; Section 5.7 governs what may be retained after the Section 5.5 deletion.

Uses of Customer Data, Outputs, or Development Records beyond those permitted in this Section require a signed amendment and any legally required permissions. NanoTech may expressly accept narrower uses in an Order or signed addendum.

5.3 Customer responsibilities. Customer warrants that it has the rights and permissions needed to submit Customer Data and authorize the uses in this Section, and will notify NanoTech of material restrictions or rights complaints. Customer is responsible for the legality, accuracy, and completeness of information it supplies and for reviewing assumptions, settings, and inferred or defaulted values it chooses to rely on. Customer must not upload unnecessary personal information, and must not upload passwords, payment-card, health, biometric, children's, classified, or export-controlled data without a separate written agreement. NanoTech may rely on Customer's inputs unless separately engaged to verify them. This does not excuse NanoTech's own obligations.

5.4 Security and privacy. NanoTech will maintain reasonable administrative, technical, and physical safeguards, including industry-standard encryption in storage and transmission to its providers, for Customer Data, non-public Outputs, and protected content in Development Records. NanoTech will notify Customer without undue delay after becoming aware of unauthorized access to, use of, or disclosure of that information, subject to any shorter legal deadline. The Privacy Policy describes personal-information practices. Account and authentication identifiers are not included in De-identified Development Data or Platform Improvements. NanoTech will not sell personal information. Applicable law and any signed data-processing addendum control; these Terms do not replace required privacy notices or consents.

5.5 Export and deletion. Customer is responsible for saving the Customer Data and Outputs it needs using available export tools. After Customer's last Order for an account ends and authorized access to that account ends, NanoTech will archive the account's available project records for 30 days. During that period it will provide a commercially reasonable export on request, subject to reasonable security checks and, unless applicable law or a signed data-processing addendum requires otherwise, payment of undisputed fees then due. Customer may request earlier deletion. Suspension under Section 9.3 or removal of a User does not start this period; the later expiration of these Terms does not extend it.

NanoTech may restore available archived records if access resumes before the 30 days expire, but need not recover deleted records.

At the end of the 30-day archive, NanoTech will delete Customer Data and customer-specific Outputs and delete or de-identify protected customer content in Development Records, directing its providers to do likewise through available controls. Qualifying materials under Section 5.7 are not subject to this deadline. Limited copies may remain for a timely export, legal requirements or existing disputes, and routine backup or security-log cycles. Those copies remain protected, cannot be used for improvement, and will be deleted when the purpose or cycle ends. Restoring a backup does not renew permission to use deleted content.

Administrative, billing, acceptance, and compliance records may be retained as reasonably necessary for lawful purposes, subject to Section 5.4.

5.6 Providers. NanoTech may use and replace hosting, authentication, AI, and other providers, including externally hosted or self-hosted AI models, within the permitted purposes. Providers must be subject to appropriate confidentiality, security, and use restrictions; NanoTech will select terms and settings that do not permit their independent development or training on the project information described in Section 5.2. NanoTech remains responsible for its contractual obligations and processing entrusted to providers, including required notices and transfer safeguards. It will provide a current provider list on reasonable request. No specific provider, model, or storage location is promised.

5.7 Retained development materials. "De-identified Development Data" means technical data and Development Records that cannot reasonably identify or be linked to a person, that person's device, Customer, a project client, owner, or building, considering information reasonably available to NanoTech or permitted third parties. They must not disclose or reasonably enable reconstruction of proprietary plans or other customer-specific Confidential Information. Qualifying individual examples and test cases may be retained; aggregation is not always required. NanoTech will take reasonable measures to maintain de-identification, will not re-identify the data, and will bind permitted third parties to corresponding restrictions and reasonably monitor compliance. Data that ceases to qualify must be corrected or deleted and may not be retained or disclosed as qualifying materials.

"Platform Improvements" are generalized software, rules, methods, and know-how developed through authorized processing that do not identify Customer, a project client, owner, or building and do not contain, disclose, or reasonably enable reconstruction of proprietary plans or other customer-specific Confidential Information. NanoTech may retain and use both categories during and after the Term for the improvement purposes in Section 5.2, under a perpetual, irrevocable, worldwide, royalty-free license to any Customer rights in them, subject to the safeguards in this Section. NanoTech may commercialize the resulting Roovie Offerings without attribution or payment, but may not sell or publish individual development examples or standalone datasets. Account closure does not require deleting qualifying records or reversing improvements. These rights do not authorize unrelated research or retention of protected source content under another label.

5.8 Usage Data. NanoTech may collect and use technical, diagnostic, and usage information ("Usage Data") to operate, secure, support, and improve Roovie Offerings during and after the Term. NanoTech owns the rights it creates in Usage Data, but project content in logs remains Customer Data, Outputs, or Development Records. Personal and confidential information remains protected under Sections 5.4 and 7. Usage Data retained for improvement after the Section 5.5 deletion, or made available to other customers or publicly except at Customer's direction or as Section 7.2 permits, must meet Section 5.7; public statistics must be aggregated and de-identified. Other disclosure is limited to permitted providers, Customer's authorization, and disclosures permitted by Section 7.2.

6. Outputs and Customer-Facing Use

6.1 Outputs. "Outputs" are project-specific results, estimates, reports, visualizations, and building-model files generated from Customer Data. As between the parties, Customer owns Outputs to the extent rights exist; NanoTech assigns its rights in that project-specific content, subject to Section 5. NanoTech and its licensors retain underlying software, models, templates, and methods. NanoTech grants Customer a perpetual, non-exclusive, royalty-free right to use those elements as incorporated in authorized Outputs, subject to applicable third-party rights. Outputs may not be unique or legally protectable; others may independently receive similar results. This does not permit disclosure of Customer's Confidential Information or convey rights in third-party materials beyond those available.

6.2 Client deliverables. Customer may share Outputs or incorporate results in its own work for the relevant project with owners, designers, contractors, lenders, and other project participants ("Recipients"), without crediting Roovie or reproducing a beta legend in its own work. Customer must present results as modeled estimates with material assumptions and limitations, avoid misleading changes or claims of NanoTech certification, and preserve proprietary and legally required notices in complete exported reports. A report note or appendix may convey the limitations. Service access remains limited to authorized Users or a designated sharing mode.

6.3 Estimates and review. Outputs are estimates, not measurements, guarantees, or code or program certifications. Actual performance depends on inputs, assumptions, and conditions outside the Service's control. Customer may use qualified estimates for preliminary screening and proposals. Before using Outputs for final design, construction, compliance, equipment selection, financing, or performance commitments, Customer must obtain review by qualified professionals, licensed where required, and not rely solely on unverified Outputs. Customer's own guarantees and project decisions are not NanoTech's, without relieving NanoTech of its express obligations.

6.4 Errors and records. On discovering a material Output error, Customer and Users must stop relying on it, notify NanoTech, and reasonably correct affected representations and notify known affected Recipients. Customer will retain material inputs, available model/version identifiers, and review records for client-facing work for three years.

6.5 AI limitations. Roovie may use AI to interpret information or propose corrections and use automated checks to evaluate results. AI-generated or defaulted information can be inaccurate or incomplete, and results may vary. Validation and confidence indicators describe checks performed; they do not establish actual site conditions, identify every error, or replace professional judgment.

7. Confidentiality and Patent Protection

7.1 Confidential Information. "Confidential Information" is non-public information disclosed in connection with the Service, before or after acceptance, that is marked confidential or reasonably understood to be confidential. It includes NanoTech's non-public technology and business information and Customer Data, non-public Outputs, and protected content in Development Records or Usage Data. It excludes information shown to be public without breach, rightfully known or received without restriction, or independently developed without use of the discloser's information.

7.2 Protection. Each recipient will use Confidential Information only as authorized, protect it with reasonable care, and disclose it only to personnel, advisors, and permitted providers who need it and are bound to protect it. The recipient will promptly report unauthorized use or disclosure. Legally compelled disclosure requires prior notice where lawful, reasonable cooperation, and disclosure limited to what is required. Either party may disclose Confidential Information as reasonably necessary to enforce its rights under these Terms, under seal where reasonably available. Sections 5 and 6 permit the uses specified there. Protection lasts five years after termination and, for trade secrets, while protected by law; retained confidential copies remain protected while retained. Sections 5.5–5.8 govern data retention. Other Confidential Information must be returned or destroyed on request or termination, except permitted Outputs, required legal copies, and protected routine backups.

7.3 Patent protection. The Service may embody patent-pending technology. Customer must not use NanoTech's Confidential Information to prepare, file, prosecute, or assist a patent or similar application derived from it. This restriction survives indefinitely for information confidential when disclosed, even if later public, but does not restrict independently developed subject matter. Sharing authorized Outputs does not make underlying confidential technology public.

8. Intellectual Property, Feedback, and Publicity

8.1 Ownership. NanoTech and its licensors own the Service, underlying technology, Platform Improvements, and rights they create in qualifying materials and Usage Data, subject to Customer's rights in Customer Data and Outputs. Customer and each User assign only improvements to the Service they create and own, excluding pre-existing technology and project content. Separate development work requires a separate agreement. Section 5 controls rights in Development Records and Usage Data; technology ownership does not expand data-use or retention rights.

8.2 Feedback. Customer and each User assign voluntary suggestions and feedback they own about Roovie Offerings to NanoTech and, if assignment is ineffective, grant a perpetual, irrevocable, worldwide, royalty-free license to use it without payment or attribution. Customer Data, Outputs, pre-existing technology, and other confidential content included in feedback retain their existing protections.

8.3 Publicity. Customer may accurately name Roovie in project work but need not give software credit. NanoTech's marks remain its property; other use of them requires consent. NanoTech may use Customer's name, logo, testimonial, or case study for publicity only with Customer's prior consent.

9. Term, Suspension, and Termination

9.1 Term. These Terms begin on Customer's acceptance and continue until terminated (the "Term"). With no active Order, either party may terminate by notice; the Term automatically ends 90 days after the last Order ends unless a new Order is accepted. That period does not extend access or the 30-day data archive.

9.2 Termination. Customer may cancel as its Order permits. NanoTech may end these Terms or the beta program on 30 days' notice, terminate for material breach uncured 30 days after notice, terminate for undisputed fees unpaid 10 days after notice, or, to the extent lawful, terminate on Customer's insolvency. Either party may terminate for an incurable material breach; NanoTech may also suspend or terminate immediately for material security or legal risk. Customer may terminate an affected Order if NanoTech fails within 30 days after notice to cure a material breach or restore or reasonably replace materially reduced paid functionality. Removing a User does not cancel an Order.

9.3 Suspension. NanoTech may suspend affected access for security threats, unlawful use, credible rights complaints, material operational risks, material breaches, or undisputed fees more than 10 days overdue. It will give reasonable prior notice where practicable and otherwise prompt notice, unless prohibited by law or temporarily incompatible with security. Suspension will be limited where practicable, and NanoTech will use commercially reasonable efforts to restore access or provide a substitute when the cause is resolved. Suspension does not excuse an independent breach or eliminate Customer's remedies.

9.4 Effect and refunds. When access ends, use must stop; accrued fees remain due and Section 5 governs retained data and export. If NanoTech terminates for convenience, ends the beta program, or terminates under Section 9.2 for a security or legal risk not caused by Customer's or a User's breach of these Terms or unlawful use; Customer terminates under Section 9.2 for NanoTech's uncured or incurable material breach or materially reduced paid functionality; or termination occurs under Section 10, 11.4, or 14.4, NanoTech will within 30 days refund unused prepaid fees and credits and release charges for the unperformed period. The refund addresses lost future access, not independent claims for prior breaches. Rights in retained Outputs survive. Sections 4.2, 5–8, 9.4, and 10–14 survive to the extent of their subject matter and stated periods.

10. Warranties and Disclaimers

NanoTech will perform the onboarding and support specified in an Order with commercially reasonable care and skill. Except for express commitments in these Terms, an accepted Order, or a signed agreement, THE SERVICE AND OUTPUTS, INCLUDING AI-ASSISTED RESULTS AND THIRD-PARTY DATA, MODELS, AND COMPONENTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE NANOTECH PARTIES (DEFINED IN SECTION 11.1) DISCLAIM OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THEY DO NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED SERVICE, ACCURATE, COMPLETE, SUITABLE, OR UNIQUE OUTPUTS, PROJECT SAVINGS, OR REGULATORY COMPLIANCE. NO ADVICE OR INFORMATION FROM NANOTECH, ITS PERSONNEL, OR ITS WEBSITES CREATES A WARRANTY NOT STATED IN THESE TERMS, AN ACCEPTED ORDER, OR AN APPLICABLE SIGNED AGREEMENT. These disclaimers do not excuse NanoTech's data, confidentiality, support, or other express obligations, including responsibility for contracted providers. For a defect, error, or unavailability of the Service that is not a breach of an express obligation but materially prevents authorized use, NanoTech may correct or reasonably replace the affected functionality. If authorized use is not restored or reasonably replaced within 30 days after Customer's written notice, Customer may terminate the affected Order with the Section 9.4 refund. These are Customer's exclusive contractual remedies for such a defect; they do not affect claims for breach of an express obligation, rights preserved by Section 12.4, or other claims, which Section 12 limits but does not release. Liability remains subject to Section 12 and mandatory law.

11. Indemnification

11.1 Customer indemnity. Customer will defend and indemnify NanoTech, its affiliates, their officers, directors, employees, agents, and contractors, and NanoTech's service providers and licensors, solely in their roles providing the Service or performing processing permitted by Section 5 (the "NanoTech Parties"), against third-party claims to the extent arising from: (a) an allegation that Customer Data or its authorized use violates another's rights, including a failure to obtain permissions warranted under Section 5.3; (b) Customer's or a User's material breach of use restrictions or unlawful use; (c) materially misleading changes or representations about Outputs, or Customer guarantees not expressly undertaken by NanoTech; or (d) Customer's or a User's negligence or willful misconduct in preparing or presenting project work. Indemnity covers resulting judgments, approved settlements, and reasonable defense costs. Users do not personally assume this indemnity.

For NanoTech's improvement activities, this obligation covers only Customer's failure to have rights or permissions warranted under Section 5.3, not NanoTech's independent processing or compliance. Authorized use of the Service or receipt of Outputs alone does not trigger indemnity.

11.2 Exclusions and allocation. Customer has no defense or indemnity duty for the portion caused by a NanoTech Party's negligence, gross negligence, fraud, willful misconduct, or material breach, or for infringement originating in the Service or provider-supplied content rather than Customer Data or Customer's unauthorized changes or combinations. Covered allegations trigger the defense duty even if unproved, but mixed claims are allocated proportionately between covered and excluded matters by agreement, approved settlement, or final determination. Customer never indemnifies a NanoTech Party for that party's own negligence. Applicable anti-indemnity law controls.

11.3 Procedure. NanoTech will promptly notify Customer and reasonably cooperate at Customer's expense for covered matters; delayed notice excuses duties only to the extent prejudicial. Customer controls the defense with reasonably acceptable counsel. NanoTech may participate at its own expense or take over covered matters at Customer's reasonable expense if Customer fails to defend or an actual conflict requires separate counsel. Neither party may settle a covered claim affecting the other's rights without consent, not unreasonably withheld or delayed. Any settlement must release the affected NanoTech Parties and impose no admission or non-monetary obligation without consent. Costs will be reasonably allocated between covered and excluded matters as incurred and reconciled; each party bears the costs allocated to it.

11.4 Infringement remedies. NanoTech provides no infringement defense or indemnity to Customer. If a credible claim concerning the Service or an unmodified Output, not Customer-supplied content, materially prevents authorized use, NanoTech will elect to obtain rights, modify or replace the affected item without materially reducing contracted functionality, or terminate affected access with the Section 9.4 refund. If use is not restored or reasonably replaced within 30 days after notice, Customer may terminate the affected Order with that refund. These are Customer's contractual remedies for the infringement claim, without limiting separate express commitments or non-waivable rights. No Customer defense costs or third-party liabilities are assumed.

12. Limitation of Liability

12.1 Excluded damages. SUBJECT TO SECTIONS 12.2 AND 12.4, NEITHER PARTY IS LIABLE TO THE OTHER UNDER OR RELATING TO THESE TERMS, ORDERS, OR THE SERVICE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR UNREALIZED SAVINGS, OR COSTS OF REDESIGN, REWORK, RETROFIT, DELAY, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION APPLIES UNDER ANY LEGAL THEORY, INCLUDING CONTRACT, STRICT LIABILITY, AND ORDINARY NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, WHETHER SOLE OR CONCURRENT, TO THE EXTENT PERMITTED BY LAW.

12.2 Direct data costs. Reasonable, otherwise recoverable costs of restoring Customer Data and investigating, notifying, or mitigating a security incident directly caused by NanoTech's breach of Section 5 or 7 are direct damages, subject to the cap below. This does not create an indemnity.

12.3 NanoTech liability cap. SUBJECT TO SECTION 12.4, FOR ALL CLAIMS ARISING FROM THE SAME OR RELATED EVENTS, THE NANOTECH PARTIES' COMBINED AGGREGATE LIABILITY TO CUSTOMER AND ITS USERS UNDER OR RELATING TO THESE TERMS, ORDERS, OR THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SERVICE UNDER THE APPLICABLE ORDERS FOR THE TWELVE MONTHS BEFORE THE FIRST OF THOSE EVENTS. THAT CAP INCLUDES RECOVERABLE ATTORNEYS' FEES, IS REDUCED BY AMOUNTS ALREADY PAID ON CLAIMS ARISING FROM THOSE EVENTS, AND DOES NOT MULTIPLY BY CLAIM, PARTY, USER, PROJECT, OR ORDER. IT APPLIES UNDER ANY LEGAL THEORY, INCLUDING THE NANOTECH PARTIES' OWN ORDINARY NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, WHETHER SOLE OR CONCURRENT. SUCH CLAIMS ARE LIMITED, NOT RELEASED.

12.4 Exceptions. These limits do not apply to fraud, gross negligence, willful misconduct, or liability that cannot lawfully be limited. Section 12.1 does not reduce payment or indemnity obligations, or apply to a Customer's or User's breach of Section 4.2(a)–(c) or Section 7, knowing infringement, or deliberate trade-secret disclosure. Express refunds are not reduced. Ordinary NanoTech data-protection and confidentiality claims remain capped. Subject to these exceptions and mandatory law, the damages exclusions and cap apply independently of any limited remedy, even if it fails its essential purpose. Non-parties' claims are not bound by these Terms. Either party must bring claims under these Terms within two years after accrual, except where law requires otherwise.

13. Changes to These Terms

NanoTech may issue versioned revisions with notice to Customer's administrator. Administrative changes may take effect on notice; material changes require an authorized Customer representative's affirmative acceptance. Users must accept material changes to their own obligations. Shortening export rights or extending retention of protected project content is material. Already authorized changes in providers, technology, or functionality do not require new contractual assent, but remain subject to law and any signed addendum. Expanded data uses require the signed amendment specified in Section 5.2. NanoTech may condition renewal or new access on acceptance with at least 30 days' notice.

Continued use, a website update, or an invited User's acceptance does not expand Customer's data license. Previously collected information remains subject to earlier restrictions unless expanded use is separately authorized after clear disclosure and required permissions. Changes do not affect pre-existing disputes or authorize unlawful processing.

14. General

14.1 Law and disputes. Texas law governs, without conflict-of-laws rules. State and federal courts in Harris County, Texas have exclusive jurisdiction, and the parties waive venue objections. TO THE EXTENT PERMITTED BY LAW, EACH PARTY AND EACH ACCEPTING USER KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL AND WILL BRING CLAIMS ONLY INDIVIDUALLY, NOT IN A CLASS OR REPRESENTATIVE PROCEEDING. Either party may seek injunctive relief for misuse of intellectual property or Confidential Information. The prevailing party in an enforcement action may recover reasonable attorneys' fees, subject to Section 12.

14.2 Entire agreement. These Terms, accepted Orders, and applicable signed agreements are the entire agreement for the Service. In accepting these Terms and each Order, Customer acknowledges that it has not relied on any representation, promise, or statement not expressly set out in these Terms, that Order, or an applicable signed agreement, including statements on NanoTech's websites, in sales or marketing materials, or by NanoTech personnel. A negotiated signed agreement controls its stated subject; an Order controls commercial terms and expressly accepted restrictions under Section 5.2. A signed data-processing addendum controls its processing subject. Website browsing terms and Customer purchase-order terms do not modify these Terms. The Privacy Policy is a separate notice, not an additional data license or blanket consent. Other amendments require a writing signed by the affected parties.

14.3 Notices. NanoTech will email contractual notices to Customer's administrator and designated legal or billing contacts; routine notices may appear in the Service. Customer may send legal notices to legal@roovie.com and privacy requests to privacy@roovie.com. Email is effective the next business day unless delivery fails, subject to mandatory deadlines. Each party will keep contacts current. The parties consent to electronic contracting and notices.

14.4 Other terms. Customer may assign to a non-competitor business successor that assumes these Terms with notice; other assignments require NanoTech's consent. NanoTech may assign to an affiliate or successor assuming its obligations without expanding data uses. The parties are independent contractors and will comply with applicable law, including export and sanctions laws. NanoTech is excused for delays beyond its reasonable control, but Customer may terminate affected access with a Section 9.4 refund after 30 days of resulting inability to use the Service. NanoTech Parties may invoke Sections 10–12; Recipients are not third-party beneficiaries. An unenforceable provision is severed or narrowed only as law permits; the rest remains effective. Failure to enforce is not a waiver.