SaaS Services Agreement

Last updated: July 11, 2025

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Sustainment Technologies SaaS Services Agreement

This SUSTAINMENT SAAS SERVICES AGREEMENT (“Services Agreement”) is entered into on the Effective Date (as defined in the first Purchase Order entered into between the Parties, each as defined below) between Sustainment Technologies, Inc. (“Sustainment” or “Company”), and any customer (the “Customer” and, together, the “Parties”) who has entered into any outstanding purchase orders, or such other ordering document, with the Company relating to SaaS services (each a “Purchase Order” and, together with the Services Agreement, the “Agreement”).  This Agreement includes and incorporates any such Purchase Orders. In the event of a dispute between the terms of the Services Agreement and Purchase Order, the Purchase Order shall govern.

  1. SERVICES; SUPPORT; LICENSE
    1. Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to or use of Company’s software or cloud-based products (“Services”) which Services are purchased from Sustainment and may be further set forth in a Purchase Order, which may also specify the quantity, price and duration of purchased Services. As part of the registration process, Customer will identify at least one administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate. Customer may not authorize any third party (other than, if applicable, the employees, consultants or agents of the legal entity you represent) to access or use the Services on Customer’s behalf. Customer is responsible for maintaining the confidentiality of the user name and password and is fully responsible for all activities that occur under Customer’s user name or password. Customer agrees to immediately notify Company of any unauthorized use of your user name or password or any other breach of security. Company cannot and will not be liable for any loss or damage arising from any unauthorized use of Customer’s account. Customer agrees that all users shall be subject to the Company’s Terms of Use, available at [https://www.sustainment.com/terms-of-use] and Privacy Policy, available at [https://www.sustainment.com/privacy-policy].
    2. Support. Subject to the terms and conditions of this Agreement, Company will exercise commercially reasonable efforts to (a) provide support for the use of the Services to Customer, and (b) keep the Services materially operational and available to Customer, in each case in accordance with its standard policies and procedures. Company will use reasonable efforts to inform Customer before any scheduled service disruptions through the Services or by email. During the Services Term, Company will provide the Services “AS IS”, with any and all patches, enhancements, updates, upgrades and new versions of the Services or Software that Company makes commercially available rolled out as and when necessary as determined by Company in its sole discretion.
    3. License Grant. To the extent the Company delivers to Customer any software, documentation or data related to the Services (“Software”), Company grants to Customer a nonexclusive, irrevocable, worldwide right and license, during the Services Term, to access, install, if necessary, use, execute, store, perform and display such Software and its documentation required to permit Customer to make full and proper use of the Services.

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  1. RESTRICTIONS AND RESPONSIBILITIES
    1. General Restrictions. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Company promptly of any such unauthorized access or use. Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Customer shall not (a) sell, resell, rent or lease the Services, (b) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security of any part of the Services for any purpose including without limitation discovering individual Customer Data or re-identifying anonymous data, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) access or use the Services in order to build a similar or competitive product or Services, (g) disclose any review of the Services to any third party without Company’s prior written approval, (h) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information, or (i) attempt to gain unauthorized access to the Services or their related systems or networks. Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means to, including but not limited to electronic, mechanical, photocopying, recording, or other means. Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the Services and notify Company promptly of any such unauthorized access or use.
    2. Compliance with Applicable Laws. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Section 2 or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Section 2.
    3. Third Party Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

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  1. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Obligations and Exclusions. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. If the Receiving Party is compelled by law to disclose Proprietary Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Proprietary Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Proprietary Information.
    2. Proprietary Rights. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any additional services or support, (c) any nonidentifiable data that is based on or derived from the Customer Data and provided to Customer as part of the Services, and (d) all intellectual property rights related to any of the foregoing.   
    3. Service Improvements. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services.
    4. Publicity. Customer agrees that Company has the right to reveal the fact that Customer is using the Services, including by displaying Customer’s name and logo in Company’s website and other marketing materials.

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  1. PAYMENT OF FEES
    1. Fees. Customer will pay Company the then applicable fees described in any outstanding Purchase Order for the Services in accordance with the terms therein (the “Fees”). On a regular basis, Company will perform an audit to determine if Customer is in compliance with the license usage limits, if any, in the applicable Purchase Order. Upon completion of an audit, Company will notify Customer of any additional licenses that need to be purchased to bring the license usage into compliance. Any such additional licenses will be billed as of the audit date, co-terminus with and incorporated into the Purchase Order, and may be charged at a pro-rated amount based on a 10% premium on the annual per unit extended price of the Purchase Order. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Services Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries to Company should be directed to Company’s customer support department. All fees under this Agreement are nonrefundable except as otherwise set forth herein.
    2. Payment Terms. Unless otherwise specified in an applicable Purchase Order, Company will send invoices for fees applicable to the Services monthly in advance starting on the Effective Date. The Customer shall pay Company the amount set forth in any invoice within 30 calendar days from Customer’s receipt of such invoice. The payment method will be specified in the invoice. For services purchased directly from Company, if any amounts are withheld by Customer, Customer shall, within 15 days of receipt of the applicable invoice (the “Dispute Period”), provide Company a reasonably detailed written explanation of the nature of the dispute, which explanation shall set forth the dollar amounts withheld and the reasons for withholding such amounts. If Customer does not dispute the applicable invoice during the Dispute Period, any such dispute shall be deemed waived. For clarity, Customer remains obligated to pay Company for all portions of the applicable invoice that are not under reasonable and good faith dispute. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. 
    3. Taxes.  Company shall not be responsible for any taxes associated with Services other than U.S. taxes based on Company’s net income. The Fees and any other amounts due are exclusive of any export, withholding, federal, state and local taxes, duties or excises.  If Company pays any such taxes, duties or excises, Customer shall reimburse Company for such taxes, duties or excises, other than taxes on Company’s net income.

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  1. TERM AND TERMINATION
    1. Term. This Agreement will start on the Effective Date and continue until terminated in accordance with this Section 5.
    2. Term and Termination. Unless otherwise specified in a Purchase Order, the standard term for a Purchase Order shall be 12 months (the “Services Term”). Unless otherwise specified in the Purchase Order, each Purchase Order may be renewed following the Services Term if agreed upon in writing by both parties. If there is no active Purchase Order, then either Party may terminate this Agreement on thirty (30) days’ written notice of termination to the other Party for any or no reason. Additionally, either Party may terminate this Agreement if the other Party (a) fails to cure a material breach of the Agreement within 30 days after receiving written notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured (including non-payment), provided that such termination does not relieve the Customer of the obligation to make payment in full; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. A party must notify the other in writing of its reason for termination, and such reason must be in compliance with the terms of this Agreement.
    3. Effect of Termination.  Termination of the Agreement will automatically terminate all Purchase Orders. Upon expiration or termination:
      1. Customer will no longer have any right to use the Services.
      2. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
      3. Each Receiving Party will return or destroy Disclosing Party’s Proprietary Information in its possession or control.
      4. Company will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 4; provided that in the event the Agreement is terminated due to Customer’s failure to pay, such termination by Company shall not relieve Customer of the obligation to pay all fees set forth in the then active Purchase Forms, as applicable.

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  1. WARRANTY AND DISCLAIMER
    1. Representations. Each Party hereby represents and warrants to the other Party, in addition to any representations and warranties made in an applicable Purchase Order, that: (a) it is a legal entity duly organized and validly existing under the laws of its relevant jurisdiction; (b) it has the full right, power and authority to enter into this Agreement; (c) this Agreement is a valid and binding obligation of such Party; (d) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder; and (e) it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws. Company further warrants that, to its knowledge, the Services do not violate or in any way infringe upon any rights of third parties including, without limitation, any property, contractual, proprietary information, or non-disclosure rights, or any copyrights, patents, trademark, trade secrets, or other proprietary rights. Customer further represents and warrants (a) that it, all its authorized users, and anyone submitting Customer Data each have and will continue to have all rights necessary to submit or make available Customer Data to the Services and to allow the use of Customer Data as described in the Agreement; (b) that, to its knowledge, the Customer Data does not violate or in any way infringe upon any rights of third parties including, without limitation, any property, contractual, proprietary information, or non-disclosure rights, or any copyrights, patents, trademark, trade secrets, or other proprietary rights; (c) to provide Company with good faith cooperation and access to such information as may be reasonably required by Company in order to provide the Services; and (d) to make available such personnel assistance as reasonably requested by Company.
    2. Warranties. Company represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Services during a Services Term (b) the Services will materially conform to the functionality described in this Agreement; and (c) the Services will not violate any intellectual property rights of a third party. 
    3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.  COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, AND CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. CUSTOMER SHOULD NOTE THAT IN USING THE SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER COMPANY’S CONTROL (SUCH AS THIRD PARTY SERVERS AND THE INTERNET). COMPANY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

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  1. INDEMNITY 
    1. By Company. Company agrees to indemnify  and hold harmless Customer, its affiliates, officers, directors and employees from any claims, liabilities, damages and reasonable costs arising from or resulting from infringement by the Services of any United States patent or copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by Customer after delivery, (iv) that are combined with other products, processes or materials including, without limitation, open source software, program or device not provided by Company, where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option, in addition to Company’s indemnification and defense obligations above: (i) replace the infringing Services with a substantially similar non-infringing Service; (ii) modify the Services so that they become non-infringing; (iii) obtain a license for the indemnified party to use the allegedly infringing Services; or (iv) refund any pre-paid portion of the purchase price of the Services to the indemnified party. In the event of a conflict between the terms of this Section 7.1 and any other agreement relating to the Services between Customer or Customer’s affiliates, officers, directors or employees and (i) Sustainment or (ii) Sustainment’s partners, distributors, resellers or other third parties, the terms of this Section 7.1 control.
    2. By Customer. Customer agrees to indemnify and hold harmless Company, its affiliates, officers, directors, distributors, partners and employees from any claims, liabilities, damages and reasonable costs and arising from or resulting from (a) any infringement or misappropriation of any intellectual property rights related to (i) the Customer Data or (ii) Customer’s access to or use of the Services; or (b) agreements or professional relationships entered into with suppliers that Customer may have entered into in connection with the Services.

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  1. LIMITATION OF LIABILITY

EXCEPT FOR BREACH OF SECTION 7 OR SECTION 3 RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (HOWEVER, EXCLUDING ANY DATA OR SECURITY BREACHES), UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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  1. MISCELLANEOUS
    1. Independent Contractors. The relationship between the Parties established under this Agreement is that of independent contractors, and no agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
    2. Severability; Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties with respect to the subject matter of this Agreement and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. The Agreement may be executed in multiple original, electronic or facsimile counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile and electronic copies of signatures shall have the same effect as originals.  
    3. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 
    4. Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 
    5. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 
    6. Governing Law and Venue. This Agreement is governed by and will be construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in Austin, Texas, and the Parties expressly consent to personal jurisdiction and venue therein.
    7. Compliance with Export Laws. Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
    8. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, neither party may directly or indirectly solicit, any employee or contractor of the other party; provided, however, that nothing herein will prevent a party from hiring any such employee who responds to a general hiring program conducted in the ordinary course of business or who approaches the other party on a wholly unsolicited basis.
    9. Force Majeure. Except for the obligation to pay sums due hereunder, neither party will be liable to the other for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to war, terrorism, riot, or acts of God.
    10. Disputes. If a dispute should arise between the Parties relating to the Agreement, the Parties shall promptly hold a meeting, attended by persons with decision-making authority regarding the dispute, in an attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to reduce the obligations and liabilities of the Parties or be deemed a waiver by either party hereto of any remedies to which such party would otherwise be entitled.   If the dispute is not resolved within thirty (30) days after the commencement of negotiations, or if no negotiations are commenced within sixty (60) days after one party notifies the other party of such dispute, then either party may initiate litigation per the terms of this Agreement.

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