ESAT™ Terms of Service

Effective date: May 13, 2026

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 duration — are 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, and shall promptly notify SATRDE of any unauthorized use or security breach. SATRDE may suspend access if Customer violates these Terms, fails to pay applicable fees, or uses the Services in a manner that threatens their security or integrity.

3. Fees and payment

Customer agrees to pay all subscription fees and other charges 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; and 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.

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, and may update its security practices provided such changes do not materially reduce overall security. Customer acknowledges that no internet-based service can be guaranteed completely secure. SATRDE's collection and use of personal information is governed by the ESAT Privacy Policy, incorporated 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. Feedback, suggestions, enhancement requests, or recommendations provided by Customer 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, and will use commercially reasonable efforts to provide advance notice of material reductions in functionality.

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 to perform under these Terms, protect it using reasonable care, and not disclose it except to employees, contractors, advisors, or agents with a legitimate need to know.

Confidentiality obligations do 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.

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, or 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 upon written notice if the other Party materially breaches these Terms and fails to cure within thirty (30) days, or 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, and 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 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 is held unenforceable, the remaining provisions 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, Suite 202, Hendersonville, TN 37075 · support@satrde.com · 877-544-3445