Effective Date: May 13, 2026

These Terms of Service (“Terms”) govern access to and use of the ESAT software platform, websites, applications, APIs, and related services (collectively, the “Services”) provided by SATRDE, LLC (“SATRDE,” “Company,” “we,” “our,” or “us”). By accessing, subscribing to, or using the Services, Customer agrees to be bound by these Terms.

1. ACCESS AND USE RIGHTS

Subject to Customer’s compliance with these Terms and payment of all applicable fees, SATRDE grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business operations.

Customer may permit its employees, contractors, agents, and authorized users (“Authorized Users”) to use the Services on its behalf. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring compliance with these Terms.

Customer shall not:

• Copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Services;
• Reverse engineer, decompile, or attempt to extract source code from the Services;
• Use the Services to transmit unlawful, infringing, fraudulent, or malicious content;
• Interfere with or disrupt the integrity or performance of the Services;
• Access the Services to build a competing product or service.

2. SUBSCRIPTIONS AND ACCOUNTS

Access to certain Services requires a paid subscription. Subscription details, including pricing, user limits, and subscription duration, shall be set forth in an applicable Order Form, Statement of Work, online checkout flow, or other ordering document (“Order Form”).

Customer is responsible for maintaining the confidentiality of account credentials and for all activities occurring under Customer accounts. Customer shall promptly notify SATRDE of any unauthorized use of its accounts or security breach involving the Services.

SATRDE may suspend access to the Services if Customer violates these Terms, fails to pay applicable fees, or uses the Services in a manner that threatens the security or integrity of the Services.

3. FEES AND PAYMENT

Customer agrees to pay all subscription fees and other charges associated with the Services in accordance with the applicable Order Form. Unless otherwise specified:

• Fees are quoted and payable in U.S. dollars;
• Subscription fees are non-refundable;
• Payments are due within thirty (30) days of invoice date;
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

SATRDE reserves the right to modify pricing upon renewal of a Subscription Term by providing advance notice to Customer.

4. CUSTOMER DATA

As between the Parties, Customer retains ownership of all data, records, files, and information submitted to the Services by Customer or Authorized Users (“Customer Data”).

Customer grants SATRDE a limited right to host, process, transmit, and use Customer Data solely as necessary to provide, support, maintain, secure, and improve the Services.

Customer represents and warrants that:

• It has all necessary rights and permissions to provide Customer Data to SATRDE;
• Customer Data and Customer’s use of the Services will not violate applicable laws or third-party rights.

5. DATA SECURITY AND PRIVACY

SATRDE shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or destruction. SATRDE may update its security practices from time to time provided such changes do not materially reduce the overall security of the Services.

Customer acknowledges that no internet-based service can be guaranteed to be completely secure and that SATRDE does not guarantee absolute security.

SATRDE’s collection and use of personal information is governed by the ESAT Privacy Policy, which is incorporated into these Terms by reference.

6. INTELLECTUAL PROPERTY RIGHTS

SATRDE and its licensors retain all right, title, and interest in and to the Services, including all software, technology, documentation, content, trademarks, improvements, derivative works, and intellectual property rights therein.

No rights are granted to Customer except as expressly stated in these Terms.

Feedback, suggestions, enhancement requests, or recommendations provided by Customer regarding the Services may be used by SATRDE without restriction or compensation.

7. SERVICE AVAILABILITY AND MODIFICATIONS

SATRDE may modify, update, enhance, or discontinue portions of the Services from time to time. SATRDE will use commercially reasonable efforts to provide advance notice of material reductions in functionality.

SATRDE does not guarantee uninterrupted or error-free operation of the Services and may perform scheduled or emergency maintenance that temporarily limits availability.

8. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”).

The receiving Party shall:

• Use Confidential Information solely for purposes of performing under these Terms;
• Protect Confidential Information using reasonable care;
• Not disclose Confidential Information except to employees, contractors, advisors, or agents with a legitimate need to know.

Confidentiality obligations shall not apply to information that:

• Is publicly available without breach of these Terms;
• Was lawfully known prior to disclosure;
• Is independently developed without use of Confidential Information;
• Must be disclosed by law or court order.

9. WARRANTIES AND DISCLAIMERS

SATRDE warrants that the Services will materially conform to applicable documentation under normal use.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SATRDE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SATRDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SATRDE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SATRDE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SATRDE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Limitation-of-liability structures like these are standard in SaaS agreements.

11. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless SATRDE and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses arising from:

• Customer’s use of the Services;
• Customer Data;
• Customer’s violation of these Terms or applicable law.

SATRDE reserves the right to control the defense and settlement of any indemnified claim.

12. TERM AND TERMINATION

These Terms remain effective for the duration of Customer’s Subscription Term.

Either Party may terminate these Terms:

• Upon written notice if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days;
• Immediately if the other Party becomes insolvent or ceases business operations.

Upon termination:

• Customer’s access to the Services shall cease;
• Customer shall pay any outstanding fees;
• SATRDE may delete Customer Data after a commercially reasonable retention period unless otherwise required by law.

13. EXPORT COMPLIANCE

Customer agrees to comply with all applicable export control and trade sanctions laws and regulations in connection with use of the Services.

14. GOVERNING LAW

These Terms shall be governed by the laws of the State of Tennessee, without regard to conflict of law principles.

Any dispute arising under these Terms shall be brought exclusively in the state or federal courts located in Tennessee, and each Party consents to such jurisdiction and venue.

15. CHANGES TO TERMS

SATRDE may modify these Terms from time to time. Updated Terms will be posted on the ESAT website with a revised effective date. Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

16. GENERAL TERMS

These Terms constitute the entire agreement between the Parties regarding the Services and supersede all prior agreements or understandings relating to the subject matter herein.

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in effect.

Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

17. CONTACT INFORMATION

SATRDE, LLC
174 Saundersville Rd. Ste 202, Hendersonville, TN 37075
support@satrde.com
877-544-3445