Terms of Service and Master Subscription Agreement

This Terms of Service and Master Subscription Agreement (this "Agreement") is entered into by and between Spec Technologies LLC, a Texas limited liability company doing business as RegsAI ("Provider," "RegsAI," or "Company"), and the entity or individual accepting this Agreement ("Customer").

This Agreement governs Customer's access to and use of the RegsAI software platform and related services.

1. Effective Date; Acceptance

This Agreement is effective as of the earlier of:

• (a) the date Customer first accesses or uses the Platform; or
• (b) the effective date of any order form, statement of work, or deployment agreement referencing this Agreement (the "Effective Date").

By accessing or using the Platform, Customer acknowledges that it has read, understands, and agrees to be bound by this Agreement.

2. Definitions

"Platform" means the RegsAI proprietary software-as-a-service platform, including interfaces, databases, workflows, AI models, APIs, documentation, dashboards, and related services.

"Content" means all data, documents, regulations, codes, ordinances, interpretations, summaries, analyses, citations, outputs, responses, or other materials made available through the Platform.

"Customer Data" means any data or documents uploaded or submitted to the Platform by or on behalf of Customer.

"Subscription Term" means the period during which Customer is authorized to access and use the Platform.

3. Scope of Services

3.1 Services Provided

Provider makes the Platform available to Customer on a subscription basis for purposes of regulatory research, information aggregation, search, analysis, and workflow support.

3.2 Decision-Support Tool Only

The Platform is provided solely as a decision-support and research tool. Provider does not provide legal, engineering, surveying, architectural, financial, or other professional services.

3.3 No Guaranteed Outcomes

Provider does not guarantee that use of the Platform will result in regulatory approval, compliance, cost savings, or any particular outcome.

4. No Professional Advice; Non-Reliance

4.1 No Professional Advice

RegsAI is not a law firm, engineering firm, governmental authority, or licensed professional advisor.

4.2 Informational Use Only

All Content is provided for informational purposes only and does not constitute legal advice, engineering advice, or professional judgment.

4.3 Independent Verification Required

Customer acknowledges and agrees that all Platform outputs, including AI-generated content, must be independently verified with appropriate licensed professionals and official governmental authorities before reliance or use.

4.4 No Reliance

Customer expressly disclaims reliance on the Platform as a substitute for professional judgment and assumes full responsibility for any use of Platform outputs.

5. Disclaimer of Warranties

5.1 As-Is; As-Available

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE."

5.2 No Accuracy Warranty

WITHOUT LIMITING THE FOREGOING, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.3 Regulatory Volatility

Customer acknowledges that regulatory materials may be amended, superseded, interpreted differently by jurisdictions, or contain errors or omissions.

6. Assumption of Risk

Customer assumes all risk arising from:

• reliance on Platform outputs or analyses;
• regulatory interpretations or summaries;
• jurisdictional discrepancies or conflicts;
• AI-generated or automated content;
• incomplete, outdated, or erroneous source materials.

Provider shall not be responsible for project delays, redesigns, denials, enforcement actions, penalties, or financial losses resulting from Customer's use of the Platform.

7. Limitation of Liability

7.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Gross Negligence Carve-Out

The foregoing limitations shall not apply to the extent damages are caused by Provider's gross negligence or willful misconduct.

8. Data Security

8.1 Security Measures

Provider maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.

8.2 No Absolute Security Guarantee

Customer acknowledges that no system is completely secure and that security incidents may occur despite reasonable safeguards.

8.3 Limitation

Except to the extent caused by Provider's gross negligence or willful misconduct, Provider shall not be liable for unauthorized access, data breaches, service interruptions, or third-party infrastructure failures.

9. Third-Party Content and Sources

The Platform incorporates data and materials from third-party and governmental sources over which Provider has no control. Provider does not warrant the availability, accuracy, or completeness of third-party content and shall not be liable for errors or omissions therein.

10. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider and its members, managers, officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's use of or reliance on Platform Content;
• Customer's regulatory submissions, filings, or representations;
• Customer's violation of applicable law or professional standards.

11. Intellectual Property

11.1 Provider IP

All rights, title, and interest in and to the Platform and related intellectual property are and shall remain exclusively with Provider.

11.2 License Grant

Subject to this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription Term.

12. Confidentiality; Data Use

12.1 Confidential Information

Each party shall protect the other party's confidential information using commercially reasonable care.

12.2 Anonymized Analytics

Provider may use anonymized and aggregated usage data for analytics, benchmarking, and platform improvement, provided such data does not include Customer-specific documents or personally identifiable information.

12.3 Data Deletion

Upon termination, Provider will delete or anonymize Customer Data within thirty (30) days, except for anonymized analytics retained for platform improvement.

13. Term and Termination

This Agreement remains in effect during the Subscription Term unless terminated earlier. Provider may suspend or terminate access for breach, misuse, or non-payment. Sections intended by their nature to survive shall survive termination.

14. Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The exclusive venue for arbitration hearings and any permitted court proceedings shall be Montgomery County, Texas.

16. Waiver of Jury Trial

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL.

17. Miscellaneous

17.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter.

17.2 Amendments

Any amendment must be in writing and executed by Provider.

17.3 Severability

If any provision is held unenforceable, the remainder shall remain in full force.

18. Acceptance

BY ACCESSING OR USING THE PLATFORM, CUSTOMER CONFIRMS ITS ACCEPTANCE OF THIS AGREEMENT.

Contact Us

If you have any questions about this Agreement, please contact us at: