Terms of Service.

Welcome to Struxen, an AI-powered construction intelligence platform operated by Struxen, Inc. (“Struxen”, “Company”, “we”, “us”, or “our”). These Terms of Service (these “Terms”) set forth the legally binding terms and conditions that govern your access to and use of Struxen and its related websites, applications, and services (collectively, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted in connection with such features; all such additional terms are incorporated by reference into these Terms.

By accessing or using the Service, you accept these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. You must be at least 18 years old to access or use the Service. If you do not agree with all of the provisions of these Terms, do not access or use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and “you” refers to that organization. Any future release, update, or other addition to functionality of the Service is subject to these Terms.

2. Description of Service

Struxen is a software-as-a-service (SaaS) platform that provides AI-powered tools and services to assist construction professionals with the review, analysis, and management of project information across the preconstruction and construction lifecycle. Specific features and capabilities are described in the product documentation made available to authorized users.

Struxen is in active development. Features and capabilities may evolve, be added, or be deprecated as we continue to build the platform. We reserve the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you, and we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service. We will provide reasonable notice of material changes that adversely affect features you actively use.

3. Accounts and Security

To use certain features of the Service, you must register for an account (“Account”) and provide certain information as prompted by the registration form. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the confidentiality and security of your password and Account credentials
• Notify us immediately of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security
• Accept full responsibility for all activities that occur under your Account

You may delete your Account at any time. We may suspend or terminate your Account in accordance with Section 15. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. License and Restrictions

License. Subject to these Terms, Struxen grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Service for your internal business purposes in connection with your construction projects.

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service or any content displayed on the Service, except as expressly permitted; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service, or to benchmark for such a purpose; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.

All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof. Struxen and its suppliers reserve all rights not expressly granted in these Terms; there are no implied licenses granted under these Terms.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to collect, upload, transmit, display, or distribute any User Content (as defined in Section 6) that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, obscene, or otherwise objectionable; (iii) is harmful to minors in any way; or (iv) is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree NOT to:

• Violate any applicable federal, state, local, or international law or regulation
• Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data
• Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of duplicative or unsolicited messages
• Use the Service to harvest, collect, or assemble information or data regarding other users, including email addresses, without their consent
• Interfere with, disrupt, or create an undue burden on the Service or the servers or networks connected to it, or violate the regulations, policies, or procedures of such networks
• Attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means
• Harass or interfere with any other user’s use and enjoyment of the Service
• Use software or automated agents or scripts to produce multiple accounts, generate automated searches, requests, or queries, or to strip, scrape, or mine data from the Service
• Share your Account credentials with unauthorized parties

Enforcement. We reserve the right (but have no obligation) to review, refuse, and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you if you violate this Section or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 15, and/or reporting you to law enforcement authorities.

6. User Content

“User Content” means any and all information and content that you or your users submit to, or use with, the Service, including documents, drawings, schedules, project data, and account information. You are solely responsible for your User Content and assume all risks associated with its use, including any reliance on its accuracy, completeness, or usefulness by others. You represent and warrant that your User Content does not violate Section 5 (Acceptable Use) and that you have all rights necessary to submit it and to grant the licenses described in Section 7.

You are solely responsible for maintaining your own backup copies of your User Content. While we maintain commercially reasonable backups as described in our Privacy Policy and Data Processing Addendum, we are not otherwise obligated to back up any User Content.

7. Intellectual Property Rights

Excluding your User Content, the Service and its original content, features, and functionality are owned by Struxen, Inc. and its suppliers and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. Neither these Terms nor your access to the Service transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 4.

Your Content: You retain ownership of your User Content. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, fully paid license to host, store, reproduce, process, and analyze your User Content solely for the purpose of providing, securing, and improving the Service for you.

Feedback: If you provide suggestions, ideas, or feedback regarding the Service (“Feedback”), you assign to us all rights in such Feedback and agree that we may use and fully exploit it for any purpose without obligation or compensation. Feedback is treated as non-confidential and non-proprietary, and is not your Confidential Information.

8. AI and Data Usage

Struxen uses artificial intelligence and machine learning technologies to provide insights and predictions. You acknowledge and agree that:

• AI-generated insights are provided for informational purposes only
• You remain solely responsible for all project decisions and outcomes
• AI predictions and recommendations should be verified by qualified professionals
• We do not guarantee the accuracy, completeness, or reliability of AI outputs
• Your User Content is NOT used to train, fine-tune, or otherwise improve our AI models or any third-party foundation model. AI inference Sub-processors are configured with zero-day-retention or equivalent commercial settings.
• AI Outputs: Subject to your compliance with these Terms, you own the AI-generated outputs produced from your User Content (“Outputs”). Because of the nature of generative AI, similar Outputs may be generated for other customers from similar inputs, and Struxen makes no exclusivity claim on Outputs across customers.
• No staff access to your data: Struxen personnel do not read, query, or impersonate users within your organization in the ordinary course. Limited access may occur only with your explicit support request, in response to a security incident, or where required by law, and is recorded in the audit log.

9. Privacy and Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and protect your information. By using the Service, you consent to our data practices as described in the Privacy Policy.

Business customers subject to GDPR, UK GDPR, or CCPA/CPRA are governed by our Data Processing Addendum, which is incorporated by reference into these Terms. Detailed security controls are documented at our Trust Center.

10. Subscriptions, Credits, and Refunds

10.1 Pricing Model

Struxen charges (a) a flat monthly organization fee for platform access and (b) per-project Compute Credits sized to project value. Compute Credits fund AI inference, document processing, and other usage-based capabilities. Credit pricing and allocation are presented at the time of purchase.

10.2 Billing and Auto-Renewal

By subscribing, you agree to: (a) pay all applicable fees; (b) provide accurate payment information; and (c) authorize automatic billing for recurring subscriptions until cancelled. You may cancel a subscription at any time from the billing settings; cancellation stops future renewals and takes effect at the end of the current billing period.

10.3 Refund Policy

Because Compute Credits fund irrevocable third-party AI inference and other compute costs we incur on your behalf the moment they are consumed, our refund policy distinguishes between consumed and unconsumed amounts.

• Organization fee: The monthly organization fee may be refunded within fourteen (14) days of payment only if no Compute Credits funded by that fee or by an associated project have been consumed in the corresponding billing period. Once any consumption has occurred, the organization fee for that period is non-refundable.
• Compute Credits (consumed): Compute Credits are non-refundable once any credit on the associated project has been consumed. This includes credits consumed by AI document analysis, model inference, embeddings, or any other usage-based feature.
• Compute Credits (unused): Unused, fully unconsumed Compute Credit packs may be refunded within fourteen (14) days of purchase. After fourteen days, or once any credit on the project has been consumed, credits are non-refundable.
• Annual prepayments: Annual or multi-month prepayments are refundable on a pro-rata basis for the unused, unconsumed remainder of the term, less any non-refundable consumed portion.

EU / UK consumers (statutory withdrawal): If you are a consumer located in the European Economic Area, the United Kingdom, or Switzerland, you ordinarily have a 14-day statutory withdrawal right under applicable consumer-protection law. By starting to use the Service or consuming any Compute Credits before the end of that 14-day period, you expressly consent to the immediate commencement of performance and acknowledge that you lose the statutory withdrawal right to the extent the Service or credits have been consumed. The cooling-off right remains available for any unused, unconsumed portion within the 14-day window.

Merchant of Record: All payments and refunds are processed by Stripe, Inc. (“Stripe”), our merchant of record, in accordance with Stripe's Consumer Terms of Service. Stripe retains its processing fee on any refund. As Merchant of Record, Stripe may exercise discretion over individual refund decisions independently of this policy. By subscribing, you also agree to Stripe's Consumer Terms of Service and Privacy Policy.

10.4 Price Changes

We reserve the right to modify subscription fees and credit pricing with thirty (30) days’ notice to existing subscribers. Changes take effect at the start of the next billing period after the notice window.

11. Service Availability

Struxen targets high availability but does not currently offer a contractual uptime service-level agreement (SLA), and we have no obligation to provide support or maintenance except as expressly stated in an order form. We reserve the right to perform planned maintenance, deploy updates, and address security or stability issues, which may result in temporary unavailability. We will use commercially reasonable efforts to schedule disruptive maintenance outside of standard North American business hours and to provide advance notice where practicable.

Custom SLAs are available to Enterprise customers under a separately executed order form. See our Trust Center for current security, recovery, and infrastructure controls.

12. Third-Party Services, Other Users, and Release

Third-Party Services & Links. The Service may, at your option, integrate with or contain links to third-party platforms, websites, and services (for example, Autodesk Construction Cloud / Forma) (collectively, “Third-Party Services”). Third-Party Services are not under our control, and we are not responsible for their availability, accuracy, content, or practices. When you use a Third-Party Service, the applicable third party’s terms and policies apply, including its privacy and data-gathering practices. Connecting a third-party account authorizes Struxen to access and process the data you have permission to share through that integration; you may disconnect at any time. You use all Third-Party Services at your own risk.

Other Users. Each user of the Service is solely responsible for its own User Content. Because we do not control User Content, you acknowledge that we are not responsible for any User Content, whether provided by you or others, and we make no guarantees regarding its accuracy, currency, suitability, or quality. Your interactions with other users are solely between you and such users, and we will not be responsible for any loss or damage incurred as a result. If there is a dispute between you and any other user, we are under no obligation to become involved.

Release. You hereby release and forever discharge Struxen (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users or any Third-Party Services). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

13. Disclaimers and Limitations of Liability

NO WARRANTIES: THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, OR FREE OF HARMFUL CODE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRUXEN, INC. (AND OUR SUPPLIERS) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

CONSTRUCTION DISCLAIMER: Struxen provides intelligence and insights but does not replace professional engineering, architectural, or construction management services. You remain solely responsible for all project decisions, safety compliance, and regulatory adherence.

14. Indemnification

You agree to indemnify, defend, and hold harmless Struxen, Inc., its officers, directors, employees, and agents, including costs and reasonable attorneys’ fees, from and against any claim or demand made by any third party arising out of or in any way connected with (a) your access to or use of the Service, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

15. Term and Termination

Termination by you: You may stop using the Service and cancel your subscription at any time from billing settings. Cancellation stops future billing and takes effect at the end of the current billing period.

Termination by us: We may suspend or terminate your account and access to the Service for material breach of these Terms, non-payment, or where required by law. Except for non-payment or where immediate action is required to protect the Service or another user, we will provide written notice and a reasonable opportunity to cure before terminating for cause.

Data export and deletion: Following termination, you may export your User Content for thirty (30) days using available export tools or by written request. After that thirty-day period, we will delete your User Content in accordance with our Privacy Policy and Data Processing Addendum, except where retention is required by applicable law. Backup copies are deleted on the standard rotation schedule, not to exceed ninety (90) days from primary deletion.

16. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, regional cloud-provider outages, or denial-of-service attacks. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

17. Copyright Policy

Struxen respects the intellectual property of others and asks that users of the Service do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through use of the Service, unlawfully infringing the copyright(s) in a work and wish to have the allegedly infringing material removed, the following information, in the form of a written notification pursuant to 17 U.S.C. § 512(c), must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and email address;
• a statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and, under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

18. Export Controls

The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Struxen, or any products utilizing such data, in violation of United States export laws or regulations.

19. Electronic Communications

The communications between you and Struxen use electronic means, whether you use the Service or send us emails, or whether we post notices on the Service or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.

20. Consumer Disclosures

Struxen, Inc. is located at the address set forth in Section 25. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. Changes to Terms

We may modify these Terms from time to time. For material changes that adversely affect your rights, we will provide reasonable advance notice through the Service or to the administrative contact on file. Continued use of the Service after the effective date of an updated version constitutes acceptance of the changes. You are responsible for keeping the email address associated with your Account current.

22. Dispute Resolution and Arbitration Agreement

Governing law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions, except that the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Nothing in this section limits any non-waivable consumer-protection right available to you under the laws of your country or state of residence.

Please read the following arbitration agreement (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Struxen, its parent companies, subsidiaries, affiliates, successors, and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

22(a) Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Company Parties relating in any way to the Service or these Terms (a “Dispute”) will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify and remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies.

22(b) Informal Dispute Resolution

Before either party commences arbitration (or initiates an action in small claims court if a party so elects), the parties will personally meet and confer, telephonically or by videoconference, in a good-faith effort to resolve informally any Dispute (“Informal Dispute Resolution Conference”). The party initiating a Dispute must give written notice to the other party of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed. Notice to Struxen should be sent by email to legal@struxen.io, or by regular mail to 1300 South Blvd STE 33695, Charlotte, North Carolina 28203. The Notice must include (1) your name, telephone number, mailing address, and the email address associated with your Account (if any); (2) the name, telephone number, mailing address, and email address of your counsel, if any; and (3) a description of your Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration. The statute of limitations and any filing-fee deadlines shall be tolled while the parties engage in this process.

22(c) Arbitration Rules and Forum

If the Informal Dispute Resolution process does not resolve the Dispute within 60 days after receipt of your Notice, either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current Streamlined Arbitration Rules and Procedures; all other claims shall be subject to JAMS’ most current Comprehensive Arbitration Rules and Procedures. JAMS’ rules are available at www.jamsadr.com. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”) that includes (1) the name, telephone number, mailing address, and email address of the party seeking arbitration and the email address associated with any applicable Account; (2) a statement of the legal claims asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy; (4) a statement certifying completion of the Informal Dispute Resolution process; and (5) evidence that the requesting party has paid any necessary filing fees. Unless the parties otherwise agree, or the Batch Arbitration process is triggered, the arbitration will be conducted in the county where you reside. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

22(d) Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve all Disputes subject to arbitration, including any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, except that: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of it is unenforceable, shall be decided by a court and not an arbitrator; (2) except as expressly contemplated in “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court. The arbitrator may award monetary damages and any non-monetary remedy available to an individual party under applicable law, shall issue a written award and statement of decision, and shall follow applicable law. The award is final and binding, and judgment on it may be entered in any court having jurisdiction.

22(e) Waiver of Jury Trial

EXCEPT AS SPECIFIED IN SECTION 22(a), YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

22(f) Waiver of Class or Other Non-Individualized Relief

YOU AND STRUXEN AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 22(h), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a court decides by means of a final decision, not subject to further appeal, that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief, then that particular claim or request for relief (and only that one) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of North Carolina. This subsection does not prevent you or Struxen from participating in a class-wide settlement of claims.

22(g) Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose. If you or Struxen need to invoke the authority of a court to compel arbitration, the party that obtains an order compelling arbitration shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing that order. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover its reasonable costs and attorneys’ fees.

22(h) Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Struxen agree that in the event there are 100 or more individual Requests of a substantially similar nature filed against Struxen by or with the assistance of the same law firm, group of law firms, or organizations within a 30-day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus a final batch of any remainder); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees per side per batch, one procedural calendar, one hearing (if any) in a place determined by the arbitrator, and one final award (“Batch Arbitration”). This provision shall not be interpreted as authorizing class, collective, or mass arbitration of any kind except as expressly set forth herein.

22(i) 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out by mail to 1300 South Blvd STE 33695, Charlotte, North Carolina 28203, or by email to legal@struxen.io, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms will continue to apply to you.

22(j) Severability and Modification

Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” if any part of this Arbitration Agreement is found to be invalid or unenforceable, that specific part shall be severed and the remainder shall continue in full force and effect. Any Dispute must be initiated within the applicable statute of limitations or it will be forever time-barred. If we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of it becoming effective by writing to us at the address above; otherwise, your continued use of the Service constitutes acceptance of the change. We will continue to honor any valid opt-outs of the Arbitration Agreement made to a prior version of these Terms.

23. Trademarks

Copyright © 2026 Struxen, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that may own the Marks.

24. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy, the Data Processing Addendum (where applicable), and any order form executed between the parties, constitute the entire agreement between you and Struxen, Inc. regarding the Service. The section titles are for convenience only and have no legal effect, and the word “including” means “including without limitation.”
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• No waiver: Our failure to exercise or enforce any right or provision of these Terms is not a waiver of that right or provision.
• Assignment: You may not assign, subcontract, delegate, or otherwise transfer these Terms without our prior written consent, and any attempted transfer in violation of the foregoing is null and void. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Relationship: Your relationship to Struxen is that of an independent contractor, and neither party is an agent or partner of the other.
• Notices: Notices to us must be sent to legal@struxen.io. Notices to you may be sent to the email address on file for your account.
• Survival: Sections covering License and Restrictions, User Content, Intellectual Property, AI & Data Usage, Third Parties & Release, Disclaimers and Limitations, Indemnification, Dispute Resolution, and any payment obligations accrued before termination survive termination of these Terms.

25. Contact Information

If you have any questions about these Terms, please contact us at: