Oversiit™ Terms of Service

Effective Date: February 16, 2026

These Terms of Service ("Terms") govern access to and use of the Oversiit service (the "Service"), provided by Oversiit, Inc. ("Oversiit," "we," or "us").

An "Order Form" means any ordering document, online checkout flow, subscription confirmation, invoice, or similar record generated through Oversiit’s billing systems (including Stripe) that specifies the applicable Service plan, operational capacity, fees, and billing terms for the Customer.

By accessing or using the Service, you ("Customer," "you") agree to these Terms.

1. What Oversiit Provides

Oversiit provides a managed operational governance service delivered through a digital platform. The Service helps Customers define plans, assign responsibility, capture execution activity, and monitor progress, risk indicators, and historical performance. Oversiit brings structure, visibility, and policy enforcement to operational governance, but does not perform physical maintenance, repairs, inspections, or field work, certify compliance, guarantee outcomes, or replace licensed professionals.

2. Customer Responsibilities

Customer is responsible for owning and operating its sites and assets, selecting and managing employees or service providers, ensuring work is performed safely and in accordance with applicable laws and regulations, and providing accurate, complete, and timely information to the Service. Oversiit supports governance and decision-making but does not assume operational, legal, or regulatory responsibility.

3. Capacity-Based Service Plans

The Service is offered based on operational capacity, such as the number of sites, assets, or lifecycle scope covered under your plan.

Customer’s subscription covers up to the capacity specified in the applicable Order Form. Oversiit automatically tracks capacity consumption based on configured Sites and assets and will work with Customer to adjust the plan if usage approaches or exceeds subscribed capacity. Unused capacity does not roll over or generate refunds.

4. Fees, Billing, and Renewal

Customer agrees to pay the fees specified in the applicable Order Form, checkout flow, or subscription confirmation. Unless otherwise stated in the Order Form, fees are billed in advance and are non-refundable.

Subscriptions automatically renew for successive terms equal to the initial subscription term unless Customer cancels prior to the renewal date through the applicable billing portal or by written notice to Oversiit.

Customer authorizes Oversiit (or its third-party payment processor) to charge the payment method provided for all applicable fees, renewals, capacity adjustments, taxes, and other agreed charges.

If payment is not received when due, Oversiit may suspend access to the Service until payment is made. Suspension does not relieve Customer of its payment obligations.

Fees are exclusive of applicable taxes, and Customer is responsible for all applicable sales, use, or similar taxes associated with the Service, excluding taxes based on Oversiit’s income.

5. Service Providers and Third Parties

Customer is responsible for selecting, engaging, and supervising any third-party service providers it uses in connection with its sites or assets. Oversiit does not perform field services and is not responsible for the acts, omissions, quality of work, regulatory compliance, or contractual performance of any third-party service providers.

5A. Invited Users and Third-Party Participants

Customer may invite employees, contractors, service providers, risk partners, insurers, brokers, consultants, or other third parties (“Invited Participants”) to access the Service in connection with Customer’s sites, assets, or operational activities.

Customer represents and warrants that it has the authority to grant such access and to share relevant site, asset, operational, and performance data with Invited Participants.

Customer is responsible for all actions taken by Invited Participants it authorizes or invites to access the Service. Oversiit is not responsible for the conduct, representations, decisions, or data submissions of Invited Participants.

Data submitted by Invited Participants relating to Customer’s sites or assets will be treated as Customer Data under these Terms, subject to Oversiit’s ownership of the Service and its analytics, scoring models, and derived insights.

6. Data Ownership and Use

Customer owns the operational data it submits or generates about its sites and assets. Oversiit owns the Service, platform, templates, scoring systems, lifecycle models, and analytics.

Oversiit may use anonymized and aggregated data to improve the Service and develop benchmarks. Access to data is governed by role-based permissions controlled by Customer.

6A. Data Security

Oversiit will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer data against unauthorized access, disclosure, alteration, or destruction.

Oversiit’s security measures are designed to be consistent with industry standards for cloud-based operational governance and managed software services of similar size and scope.

In the event Oversiit confirms a security incident that materially affects Customer data, Oversiit will notify Customer without unreasonable delay and will provide reasonable information regarding the nature of the incident and corrective actions taken.

7. Confidentiality

Each party may receive non-public information relating to the other party’s business, operations, technology, or data ("Confidential Information"). Each party agrees to protect the other party’s Confidential Information using reasonable care and to use such information solely for purposes of performing under these Terms.

Confidential Information does not include information that is publicly available, independently developed without use of the other party’s Confidential Information, or lawfully received from a third party without restriction.

These confidentiality obligations survive termination of the Service.

8. Service Levels and Governance Commitments

Oversiit provides a managed governance service designed to help Customers plan, monitor, and oversee operational execution.

Governance Service Availability

Oversiit is designed to provide continuous access to Customer’s operational governance environment. Oversiit will use commercially reasonable efforts to maintain availability of the Service with a target uptime of 99% measured on a monthly basis, excluding scheduled maintenance, updates, and circumstances beyond Oversiit’s reasonable control.

Availability is measured as the percentage of total minutes in a calendar month during which the Service is generally accessible, excluding planned maintenance windows and events outside Oversiit’s reasonable control.

The foregoing availability target is a service objective and does not constitute a guarantee of uninterrupted or error-free operation. Oversiit does not provide emergency response services, and the Service is not intended to replace real-time operational decision-making or on-site supervision.

9. Regulatory Responsibility, Configuration, and Approval

Customer is responsible for ensuring that the Service is configured to reflect applicable laws, codes, regulations, insurance requirements, and jurisdictional rules relevant to its sites and assets.

Oversiit may provide configuration assistance, guidance, best-practice recommendations, and AI-enabled tools designed to help Customer implement structured operational governance. Such assistance supports the configuration process but does not replace Customer judgment, independent review, or the advice of licensed professionals.

Oversiit enforces and evaluates lifecycle policies and execution based on configurations approved by Customer. Customer is responsible for reviewing and approving all configurations, rules, and plans prior to execution to confirm alignment with its operational requirements and regulatory obligations.

Oversiit provides governance infrastructure and policy enforcement, but does not assume responsibility for regulatory interpretation, field execution decisions, or compliance outcomes.

10. Acceptable Use

Customer may not use the Service to submit false or misleading information, manipulate scoring outputs, interfere with the security or integrity of the Service, or use the Service in any unlawful manner.

11. Suspension and Termination

Oversiit may suspend or terminate access for non-payment, misuse, or security risk. Either party may terminate as provided in the applicable Order Form.

12. Post-Termination Data Access and Retention

12.1 Data Export

Upon written request within thirty (30) days following termination, Oversiit will provide a one-time export of Customer-specific operational event data in a commercially reasonable electronic format. Additional exports within that period may be subject to Oversiit’s then-current professional services rates.

12.2 Excluded Materials

Data exports do not include Oversiit proprietary materials, including scoring formulas, lifecycle models, templates, policy logic, thresholds, analytics outputs, or AI systems.

12.3 Use Limitation

Exported data may be used for recordkeeping, audit, compliance, or transition purposes only and may not be used to replicate, reverse engineer, or create derivative systems based on the Service.

12.4 Data Retention

Unless legally required otherwise, Oversiit may retain Customer event data for up to twelve (12) months following termination, after which data may be deleted or anonymized. Aggregated or anonymized data that does not identify Customer may be retained indefinitely.

13. No Guarantees

The Service does not guarantee uptime, compliance, asset condition, insurance outcomes, or cost savings. Results depend on execution, data quality, and decisions made by Customer and its service providers.

14. Disclaimer of Warranties

Except as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. Oversiit disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Oversiit does not warrant that the Service will be uninterrupted or error-free or that it will achieve any specific operational or regulatory outcomes.

15. Limitation of Liability

To the maximum extent permitted by law, Oversiit’s total liability arising out of or relating to the Service or these Terms will not exceed the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

In no event will Oversiit be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or goodwill.

Oversiit is not liable for physical damage, personal injury, regulatory penalties, or third-party actions arising from field work performed by Customer or third parties.

The limitations in this Section do not apply to a party’s gross negligence, willful misconduct, or obligations under Section 7 (Confidentiality).

In the event of a confirmed security incident that (i) results in unauthorized access to Customer data, (ii) materially affects Customer, and (iii) is finally determined by a court of competent jurisdiction or agreed in writing by the parties to have been caused by Oversiit’s failure to implement commercially reasonable safeguards under Section 6A, Oversiit’s aggregate liability for such incident will not exceed two (2) times the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

16. Intellectual Property

The Service, including its software, templates, scoring systems, lifecycle models, and documentation, is owned by Oversiit. No rights are granted except as expressly stated in these Terms.

16A. Intellectual Property Indemnification

Oversiit will defend Customer against any third-party claim alleging that the Service, as provided by Oversiit and used in accordance with these Terms, directly infringes a valid United States patent, copyright, or trademark, and will indemnify Customer for any final court-awarded damages or settlement amounts approved in writing by Oversiit, subject to the limitations set forth in Section 15 (Limitation of Liability).

This obligation applies only if Customer (a) promptly notifies Oversiit in writing of the claim, (b) grants Oversiit sole control of the defense and settlement of the claim, and (c) provides reasonable cooperation at Oversiit’s expense.

Oversiit has no obligation under this Section to the extent a claim arises from (i) Customer data, (ii) modifications to the Service not made by Oversiit, (iii) combination of the Service with systems, software, or materials not provided by Oversiit, or (iv) use of the Service in a manner not permitted under these Terms.

If the Service becomes, or in Oversiit’s opinion is likely to become, the subject of an infringement claim, Oversiit may, at its option and expense, (1) modify the Service to make it non-infringing, (2) obtain a license permitting continued use, or (3) terminate the affected Service and refund prepaid fees for the unused portion of the subscription term.

This Section states Oversiit’s entire liability and Customer’s exclusive remedy for any intellectual property infringement claim relating to the Service.

17. Assignment

Customer may not assign these Terms without Oversiit’s prior written consent, which shall not be unreasonably withheld in connection with a merger or sale of substantially all of Customer’s assets.

Oversiit may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

18. Changes to the Service or Terms

Oversiit may update the Service or these Terms from time to time. If Oversiit makes a material change, it will provide reasonable notice. Material changes apply prospectively and will not apply retroactively. Continued use of the Service after the effective date constitutes acceptance.

19. Force Majeure

Neither party will be liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, war, government action, labor disputes, internet failures, or outages of third-party hosting providers.

20. Dispute Resolution

The parties agree to attempt to resolve disputes through good faith discussions prior to initiating formal legal proceedings.

Any legal action arising out of these Terms shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to such jurisdiction.

21. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction and venue therein.

21A. Entire Agreement

These Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, discussions, or communications relating to the Service, except for any separate written agreement expressly stating that it survives and controls in the event of conflict.

In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the specific commercial terms stated therein.