IPSYS ANALYTICS — TERMS OF SERVICE

Effective Date: January 26, 2026 Last Updated: January 26, 2026

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("Customer," "you," or "your") and IP System 3 LLC ("Company," "we," "us," or "our"), a New Jersey limited liability company, governing your access to and use of the IPSYS Analytics platform, including the Smart Schedule Wizard and all related services, features, content, and applications (collectively, the "Service").

1.2 Acceptance

By creating an account, clicking "I Accept," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.3 Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

2. DEFINITIONS

"Account" means the account you create to access the Service.

"Account Information" means your name, email address, billing information, user credentials, and other information provided to establish and maintain your Account.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Customer Data" means all files, schedules, project information, and other content uploaded by Customer to the Service, including but not limited to XER files, project names, activity descriptions, resource assignments, baseline schedules, and schedule updates.

"Derived Insights" means anonymized, aggregated analytical patterns, statistical correlations, benchmarks, and other intelligence generated by the Service through analysis of Customer Data, which cannot be used to identify Customer, any specific project, or any individual.

"Documentation" means the user guides, help files, and other documentation we make available regarding the Service.

"Feedback" means any suggestions, enhancement requests, recommendations, feature ideas, bug reports, corrections, or other feedback regarding the Service.

"Service" means the IPSYS Analytics platform, including the Smart Schedule Wizard, all features, functionality, and related applications provided by Company.

"Subscription" means Customer's right to access and use the Service for the applicable subscription term and tier.

"Subscription Term" means the period during which Customer has paid for access to the Service.

"Third-Party Services" means products and data that Company may from time to time make available to Customer. For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Services, then Customer should not install or use such Third-Party Services.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To use the Service, you must create an Account by providing accurate, current, and complete information. You agree to update your Account Information as necessary to maintain its accuracy.

3.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized access to or use of your Account.

3.3 Account Restrictions

You may not share your Account credentials with any third party. Each Authorized User must have their own unique login credentials. Sharing of credentials is a violation of these Terms and may result in suspension or termination of your Account.

3.4 Eligibility

You represent that you are at least 18 years of age and have the legal capacity to enter into this Agreement. 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.

4. SUBSCRIPTION AND PAYMENT

4.1 Subscription Tiers

The Service is offered under various subscription tiers with different features, limitations, and pricing as described on our website at www.ipsysanalytics.com/pricing. You agree to pay all fees associated with your selected subscription tier.

4.2 Free Trial

We may offer a free trial period for new Customers. At the end of the free trial, your Account will be converted to a paid subscription unless you cancel before the trial expires. You are responsible for understanding when your trial ends.

4.3 Billing

Subscription fees are billed in advance on a monthly or annual basis (the "Billing Period"), depending on your selected billing cycle. All fees are non-refundable except as expressly provided in these Terms or required by law.

4.4 Payment Authorization

By providing payment information, you authorize us to charge your designated payment method for all fees incurred. You agree to provide current, complete, and accurate billing information and to promptly update such information if it changes.

4.5 Late Payment

If payment is not received by the due date, we reserve the right to suspend your access to the Service until payment is received. We may also charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

4.6 Audit Rights and Required Records

Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with this Agreement. Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.

4.7 Subscription Changes

You may upgrade your subscription tier at any time, with the price difference prorated for the remainder of your current Billing Period. Downgrades will take effect at the start of your next Billing Period.

4.8 Automatic Renewal

Your Subscription will automatically renew at the end of each Subscription Term unless you provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. You may provide such notice through your Account settings or by emailing support@ipsysanalytics.com. We reserve the right not to renew your Subscription for a new Subscription Term but we will notify you of such non-renewal prior to the end of your then-current Subscription Term.

4.9 Taxes

Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income.

5. LICENSE AND ACCESS

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use, and permit your Authorized Users to access and use, the Service during the Subscription Term solely for your internal business purposes. Customer shall be responsible for each Authorized User's compliance with these Terms.

5.2 License Restrictions

You shall not, and shall not permit any third party to:

(a) Copy, modify, adapt, translate, or create derivative works based on the Service;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Service;

(d) Remove, alter, or obscure any proprietary notices on the Service;

(e) Use the Service to develop a competing product or service;

(f) Use the Service in any manner that violates applicable law or these Terms;

(g) Access or use the Service in a way intended to avoid incurring fees or exceeding usage limits;

(h) Use automated means (bots, scrapers, etc.) to access the Service without our express written permission;

(i) Interfere with or disrupt the integrity or performance of the Service.

5.3 Usage Limits

Your subscription tier may include limits on projects, activities, users, or other usage metrics. You agree to operate within these limits. If you exceed your usage limits, we may require you to upgrade to a higher tier or reduce your usage.

6. INTELLECTUAL PROPERTY

6.1 Company Ownership

The Service, including all software, algorithms, methodologies, user interfaces, designs, Documentation, and all intellectual property rights therein, are and shall remain the sole and exclusive property of IP System 3 LLC. These Terms do not grant you any ownership interest in the Service.

6.2 Patent Pending

Customer acknowledges that the Service and associated methodologies are the subject of a pending patent application with the United States Patent and Trademark Office. Nothing in this Agreement grants Customer any rights to the intellectual property disclosed, including but not limited to patents, trade secrets, copyrights, or trademarks.

6.3 Trademarks

"IPSYS Analytics," "Smart Schedule Wizard," the IPSYS Analytics logo, and other Company marks are trademarks of IP System 3 LLC. You may not use our trademarks without our prior written consent.

6.4 Customer Data Ownership

Customer retains all right, title, and ownership interest in Customer Data. Company does not claim any ownership of Customer Data. Customer grants Company a limited, non-exclusive license to access, process, and analyze Customer Data solely for the purpose of providing the Service. This license terminates upon termination of Customer's Subscription, except as described in Section 7 regarding Derived Insights.

7. DATA OWNERSHIP AND RETENTION

7.1 Ownership of Derived Insights

Customer acknowledges and agrees that Derived Insights generated through the Service are the sole and exclusive property of IP System 3 LLC.

Derived Insights are anonymized and aggregated such that they contain no information that could identify Customer, Customer's projects, Customer's clients, or any individual. Derived Insights may include analytical patterns, benchmark data, statistical correlations, and other generalized intelligence that improve the accuracy and effectiveness of the Service for all users.

Customer agrees that IP System 3 LLC may retain, use, and continuously improve upon Derived Insights without restriction, including after termination of Customer's Subscription.

7.2 Anonymization Standards

Company represents that its anonymization process removes all information that could reasonably be used to identify Customer, Customer's projects, or any individual.

Derived Insights consist only of generalized patterns, statistical relationships, and analytical models that describe schedule characteristics and outcomes in terms that apply broadly across the construction industry.

7.3 Data Retention During Subscription

During the term of Customer's active Subscription, Company will:

Store Customer Data on encrypted servers
Maintain reasonable backups
Maintain reasonable security standards intended to restrict access to Customer Data to authorized personnel and systems necessary to provide the Service
Not share, sell, or disclose Customer Data to third parties except as required by law or as necessary to provide the Service

7.4 Data Deletion Upon Termination

Upon termination or non-renewal of Customer's Subscription, Company will:

Delete within thirty (30) days:

All Customer Data, including uploaded XER files, project records, schedule versions, and analysis history
All Account Information, except as required for legal or accounting purposes
All user credentials and access permissions

Retain indefinitely:

Derived Insights that have been anonymized and aggregated as described in this Section
Aggregate usage statistics that contain no customer-identifiable information

Customer may request deletion of Customer Data at any time by contacting support@ipsysanalytics.com. Company will complete deletion within thirty (30) days of such request and provide written confirmation upon completion.

7.5 Data Export

Prior to termination, Customer may request export of Customer Data in a standard format. Company will provide such export within fourteen (14) days of request at no additional charge.

Customer acknowledges that Derived Insights are not available for export, as they represent proprietary intellectual property of IP System 3 LLC and are not attributable to any single Customer.

8. FEEDBACK AND SUGGESTIONS

8.1 Voluntary Submission

Customer may, but is not obligated to, provide suggestions, enhancement requests, recommendations, feature ideas, bug reports, corrections, or other feedback regarding the Service ("Feedback").

8.2 Assignment of Rights

Customer hereby assigns to IP System 3 LLC all right, title, and interest in and to any Feedback, including all intellectual property rights therein. This assignment is made without any obligation of compensation, attribution, accounting, or royalty to Customer.

8.3 Waiver

Customer waives any moral rights, rights of attribution, or similar rights Customer may have in Feedback under any applicable law.

8.4 No Obligation

IP System 3 LLC is under no obligation to implement, use, or respond to any Feedback. If IP System 3 LLC implements functionality similar to Customer's Feedback, Customer acknowledges that such implementation may be coincidental or derived from multiple sources, and Customer shall have no claim arising from such implementation.

8.5 Acknowledgment

Customer acknowledges that IP System 3 LLC receives feedback and suggestions from many sources, and that similar ideas may already be under consideration or development. Customer agrees that providing Feedback does not create any confidential relationship or obligation on the part of IP System 3 LLC regarding such Feedback.

9. CONFIDENTIALITY

9.1 Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (including Customer Data), whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. This confidentiality obligation survives the expiration or termination of Customer's Subscription.

10. SECURITY

10.1 Security Measures

Company maintains industry-standard security practices to protect Customer Data, including:

Encryption of data in transit and at rest
Multi-tenant architecture with strict data isolation between customers
Role-based access controls limiting personnel access to Customer Data
Regular security assessments and monitoring
Secure deletion procedures for terminated accounts

10.2 Security Incidents

In the event of a security incident affecting Customer Data, Company will notify Customer within seventy-two (72) hours of becoming aware of such incident and provide information regarding the nature and scope of the incident.

11. CUSTOMER RESPONSIBILITIES

11.1 Compliance with Law

Customer agrees to use the Service in compliance with all applicable laws, regulations, and industry standards.

11.2 Acceptable Use

Customer shall not use the Service to:

(a) Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable;

(b) Infringe any intellectual property rights of any third party;

(d) Interfere with or disrupt the Service or servers connected to the Service;

(e) Attempt to gain unauthorized access to any portion of the Service or any other systems connected to the Service;

(f) Use the Service in any manner that could damage, disable, overburden, or impair the Service.

11.3 Customer Data Warranties

Customer represents and warrants that:

Customer has all necessary rights to upload Customer Data to the Service
Customer Data does not violate any third party's intellectual property, privacy, or contractual rights
Customer will not upload data that Customer is prohibited from sharing by contract, regulation, or law

11.4 Account Activity

Customer is responsible for all activity that occurs under Customer's Account, whether or not authorized by Customer.

12. DISCLAIMER OF WARRANTIES

12.1 "AS IS" Basis

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 No Guarantee

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. COMPANY DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

12.3 Professional Judgment

THE SERVICE IS INTENDED TO ASSIST PROFESSIONAL SCHEDULERS IN THEIR ANALYSIS WORK. THE SERVICE DOES NOT REPLACE PROFESSIONAL JUDGMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY ANALYSIS AND FOR ALL DECISIONS MADE BASED ON SERVICE OUTPUTS.

12.4 Third-Party Services

COMPANY MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, PRODUCTS, OR CONTENT ACCESSED THROUGH OR IN CONNECTION WITH THE SERVICE.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.4 Basis of Bargain

CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND THAT COMPANY WOULD NOT PROVIDE THE SERVICE WITHOUT SUCH LIMITATIONS.

14. INDEMNIFICATION

14.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Customer's use of the Service;

(b) Customer Data or Customer's use thereof;

(d) Customer's violation of any applicable law or regulation;

(e) Customer's infringement of any third-party rights.

14.2 Procedure

Company will promptly notify Customer of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim at Customer's expense.

15. TERM AND TERMINATION

15.1 Term

These Terms are effective as of the date you first accept them and continue until your Subscription is terminated.

15.2 Termination by Customer

Customer may terminate the Subscription at any time by canceling through Account settings. Termination will be effective at the end of the current Billing Period. No refunds will be provided for partial Billing Periods.

15.3 Termination by Company

Company may terminate or suspend Customer's access to the Service immediately and without notice if:

(a) Customer breaches any provision of these Terms;

(b) Customer fails to pay any fees when due;

(d) Company ceases to offer the Service.

15.4 Effect of Termination

Upon termination:

(a) Customer's right to access and use the Service immediately terminates;

(b) Company will delete Customer Data as described in Section 7.4;

(d) Sections that by their nature should survive termination will survive, including but not limited to Sections 6, 7, 8, 9, 11, 12, 13, 14, 16, and 17.

16. DISPUTE RESOLUTION

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. Except as stated otherwise in this Section 16, any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey in each case located in Camden County, New Jersey, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16.2 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for a period of at least thirty (30) days.

16.3 Arbitration

Any dispute arising out of or relating to these Terms that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Camden County, New Jersey. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.4 Class Action Waiver

CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

Customer may not assign these Terms or any rights hereunder without Company's prior written consent. Company may assign these Terms without restriction.

17.5 Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, to the addresses provided by the parties.

17.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, or failures of third-party services.

17.8 Export Compliance

Customer agrees to comply with all applicable export and import laws and regulations in connection with use of the Service.

17.9 U.S. Government Rights

If Customer is a U.S. government entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101, and use, duplication, and disclosure are subject to the restrictions set forth in these Terms.

18. CONTACT INFORMATION

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

IP System 3 LLC Five Greentree Centre 525 NJ-73, Suite 104 Marlton, NJ 08053

Email: support@ipsysanalytics.com Phone: (856) 446-3111

By clicking "I Accept" or using the Service, you agree to these Terms.