Opsvara Terms of Service

Effective Date: April 24, 2026

Solvara Labs LLC · Austin, Texas

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS") CAREFULLY BEFORE ACCESSING OR USING THE OPSVARA PLATFORM. BY CREATING AN ACCOUNT, ACCESSING THE SERVICE, OR CLICKING "I AGREE," YOU ("CUSTOMER," "YOU," OR "YOUR") AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Agreement" means these Terms of Service, together with any Order Forms, Statements of Work, and any policies incorporated herein by reference.

"Authorized Users" means Customer's employees, contractors, and agents who are permitted by Customer to access and use the Service under Customer's account.

"Customer Data" means all data, content, and information submitted by Customer or its Authorized Users to the Service, including but not limited to client records, job data, field documentation, and operational data.

"Documentation" means the technical and user documentation made available by Solvara Labs for the Service.

"Order Form" means any ordering document executed by the parties that references this Agreement and specifies subscription details, including plan tier, pricing, and term.

"Service" means the Opsvara field service operations software-as-a-service platform, including all features, modules, AI capabilities, APIs, mobile applications, and related services provided by Solvara Labs.

"Service Level Agreement" or "SLA" means the uptime and performance commitments applicable to Enterprise tier customers as specified in Schedule A.

"Subscription Term" means the period during which Customer is authorized to access and use the Service, as specified in the applicable Order Form.

"Vertical Configuration" means industry-specific feature sets, workflows, templates, and compliance modules configured for Customer's designated field service vertical.

2. Grant of Rights; Access and Use

2.1 License Grant

Subject to Customer's compliance with this Agreement and timely payment of all applicable fees, Solvara Labs hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) access and use the Service solely for Customer's internal business operations; (b) permit Authorized Users to access and use the Service; and (c) use the Documentation in connection with Customer's permitted use of the Service.

2.2 Restrictions

Customer shall not, and shall ensure its Authorized Users do not, directly or indirectly:

License, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party;

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any component thereof;

Modify, translate, or create derivative works based on the Service;

Access the Service to build a competitive product or service, or copy any features, functions, or graphics of the Service;

Use the Service to store or transmit infringing, defamatory, unlawful, or tortious material;

Use the Service to store or transmit malicious code, viruses, or disruptive data;

Interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein;

Attempt to gain unauthorized access to the Service or its related systems or networks;

Remove, obscure, or alter any proprietary notices, labels, or marks on the Service or Documentation;

Use the Service in violation of any applicable law or regulation, including without limitation data protection laws, environmental regulations, and pesticide application laws.

2.3 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users in connection with their use of the Service. Customer shall ensure Authorized Users comply with this Agreement and shall promptly notify Solvara Labs of any unauthorized use or access of the Service. Customer agrees to maintain accurate account information and is responsible for all activities conducted under its account.

3. Fees, Payment, and Subscription Terms

3.1 Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form ("Fees"). Unless otherwise stated in an Order Form, Fees are: (a) based on the subscription tier selected (Starter, Professional, or Enterprise); (b) due in advance on a monthly or annual basis as elected by Customer; (c) non-cancelable for the duration of the committed Subscription Term; and (d) non-refundable except as expressly set forth in Section 3.5 or Section 11.

3.2 Pricing Tiers

As of the Effective Date, Solvara Labs offers the following subscription tiers. Solvara Labs reserves the right to modify pricing upon thirty (30) days' written notice to Customer:

Starter: $300 per month ($3,420 per year — 5% annual discount). Includes up to ten (10) Authorized Users/field workers, all standard job types, PDF invoicing, and push notifications.

Professional: $500 per month ($5,700 per year — 5% annual discount). Includes everything in Starter, plus up to twenty (20) Authorized Users/field workers, workflow automations, the Ask Opsvara AI Agent, advanced reporting, and priority support.

Enterprise: Custom pricing. Includes everything in Professional, plus unlimited Authorized Users, custom Vertical Configuration, dedicated onboarding, and SLA guarantee. Pricing is quoted separately and governed by a mutually executed Order Form.

3.3 Payment Terms

All Fees are due and payable in U.S. dollars. Solvara Labs will charge Customer's designated payment method (credit card or ACH) on the billing date specified in the Order Form. Invoices not paid within fifteen (15) days of the due date are subject to a late payment fee of the lesser of 1.5% per month or the maximum rate permitted by applicable law. Solvara Labs reserves the right to suspend Customer's access to the Service if any payment remains delinquent for more than thirty (30) days after the due date, upon five (5) business days' prior written notice.

3.4 Taxes

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. Customer is responsible for payment of all such taxes, excluding taxes on Solvara Labs' net income. If Solvara Labs is required to collect or pay any such taxes, they will be invoiced to Customer unless Customer provides a valid tax exemption certificate.

3.5 Free Trial

Solvara Labs may offer Customer a free trial period of up to thirty (30) days ("Trial Period"). During the Trial Period, the Service is provided "AS IS" without warranty or SLA commitment. At the conclusion of the Trial Period, Customer must select a paid subscription plan or lose access to the Service. Customer Data entered during the Trial Period will be retained for thirty (30) days following the Trial Period's expiration, after which it may be permanently deleted.

3.6 Auto-Renewal

Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, subscriptions automatically renew for successive periods equal to the initial term at the then-current list price. Solvara Labs will provide Customer with advance notice of any price increase prior to renewal.

4. Customer Data and Privacy

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Solvara Labs does not claim ownership of Customer Data.

4.2 License to Customer Data

Customer hereby grants Solvara Labs a non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and use Customer Data solely as necessary to: (a) provide, maintain, and improve the Service; (b) comply with applicable laws; and (c) enforce this Agreement. Solvara Labs will not sell, rent, or otherwise transfer Customer Data to third parties except as expressly permitted in the Privacy Policy or required by law.

4.3 Data Security

Solvara Labs maintains commercially reasonable technical, administrative, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, disclosure, alteration, or destruction. Notwithstanding the foregoing, Customer acknowledges that no security system is impenetrable and that Solvara Labs cannot guarantee the absolute security of Customer Data.

4.4 Data Backup

Solvara Labs performs regular backups of Customer Data as part of its standard operations. However, Customer is solely responsible for maintaining independent backup copies of all Customer Data. Solvara Labs shall not be liable for any loss or corruption of Customer Data arising from factors outside Solvara Labs' reasonable control.

4.5 Compliance with Laws

Customer is solely responsible for ensuring its use of the Service, and the Customer Data it submits, complies with all applicable laws and regulations, including without limitation those governing: (a) collection and use of personal data; (b) pesticide application, chemical use, and environmental compliance; (c) employment and labor laws applicable to Authorized Users; and (d) industry-specific regulations applicable to Customer's field service vertical.

5. Intellectual Property

5.1 Solvara Labs IP

Solvara Labs and its licensors retain all right, title, and interest — including all intellectual property rights — in and to the Service, the platform architecture, AI models, algorithms, software, Documentation, Vertical Configuration templates, user interfaces, and all other elements of the Service (collectively, "Solvara Labs IP"). No rights are granted to Customer except as expressly stated in this Agreement.

5.2 Feedback

If Customer or any Authorized User provides Solvara Labs with suggestions, feedback, enhancement requests, or recommendations regarding the Service ("Feedback"), Customer hereby assigns to Solvara Labs all right, title, and interest in such Feedback, and Solvara Labs may use it without restriction or obligation to Customer.

5.3 Aggregated Data

Notwithstanding anything to the contrary, Solvara Labs may collect, generate, and use aggregated, anonymized, de-identified data derived from Customer's use of the Service for the purposes of: (a) improving and developing the Service; (b) generating industry benchmarks and analytics; and (c) publishing research and insights. Such aggregated data shall not identify Customer or any individual, and Solvara Labs retains all rights thereto.

6. Ask Opsvara AI Agent — Specific Terms

The Service includes an AI-powered assistant feature branded as "Ask Opsvara" (the "AI Agent"). Customer acknowledges and agrees to the following with respect to the AI Agent:

The AI Agent generates responses based on patterns in Customer Data and general training data. Outputs are provided for informational and operational assistance purposes only and do not constitute professional advice (legal, financial, regulatory, or otherwise).

Customer is solely responsible for reviewing, validating, and acting upon any outputs, recommendations, routes, schedules, or insights generated by the AI Agent before implementation.

Solvara Labs makes no representations or warranties that AI Agent outputs will be accurate, complete, error-free, or fit for any particular purpose. Customer assumes all risk arising from reliance on AI Agent outputs.

Customer shall not use the AI Agent to process or store any data that constitutes "sensitive personal information" as defined under applicable privacy laws (e.g., health information, social security numbers, financial account numbers) unless explicitly authorized by a separate data processing agreement.

Solvara Labs reserves the right to modify, retrain, improve, or discontinue the AI Agent at any time, with or without notice, provided that material changes to core functionality will be communicated with thirty (30) days' notice.

7. Confidentiality

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including pricing terms, product roadmaps, technical specifications, Customer Data, and business information.

7.2 Obligations

Each Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (c) use Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement.

7.3 Exceptions

The foregoing obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party provides prompt written notice and reasonable cooperation to allow the Disclosing Party to seek a protective order.

8. Representations, Warranties, and Disclaimers

8.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) its execution and performance of this Agreement will not violate any applicable law or conflict with any agreement to which it is a party; and (c) it will comply with all applicable laws in connection with this Agreement.

8.2 Solvara Labs Service Warranty

Solvara Labs warrants that during the Subscription Term: (a) the Service will perform materially in accordance with the applicable Documentation; and (b) the functionality of the Service will not be materially decreased. Customer's sole and exclusive remedy for breach of this warranty is for Solvara Labs to use commercially reasonable efforts to correct the non-conforming Service, or if Solvara Labs is unable to do so within thirty (30) days, to terminate the applicable subscription and receive a pro-rated refund of prepaid fees.

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE SERVICE, AI AGENT, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SOLVARA LABS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOLVARA LABS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM BUGS OR VIRUSES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) SOLVARA LABS' TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SOLVARA LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (II) DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) CUSTOMER'S PAYMENT OBLIGATIONS.

10. Indemnification

10.1 By Customer

Customer shall defend, indemnify, and hold harmless Solvara Labs and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or its Authorized Users' use of the Service in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes any third-party intellectual property or privacy right; (c) Customer's field operations, including but not limited to chemical application, environmental compliance, and workplace safety; or (d) Customer's breach of any representation or warranty in this Agreement.

10.2 By Solvara Labs

Solvara Labs shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by Solvara Labs and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. This obligation does not apply if the alleged infringement is caused by: (a) Customer's modification of the Service; (b) combination with third-party products not provided by Solvara Labs; (c) use contrary to the Documentation; or (d) Customer's failure to use an updated version of the Service provided to remediate the infringement.

10.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) grant sole control of the defense and settlement to the indemnifying party; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without prior written consent.

11. Term and Termination

11.1 Term

This Agreement commences on the date Customer first accesses the Service (or the date of the applicable Order Form, whichever is earlier) and continues for the initial Subscription Term specified in the Order Form, and any renewal periods, unless earlier terminated as provided herein.

11.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

11.3 Termination for Convenience

Customer may terminate this Agreement at any time by providing thirty (30) days' written notice to Solvara Labs; provided, however, that no refunds will be issued for any prepaid, unused portions of the Subscription Term unless termination is due to Solvara Labs' uncured material breach.

11.4 Effect of Termination

Upon expiration or termination of this Agreement: (a) all licenses granted to Customer immediately terminate; (b) Customer shall cease all use of the Service; (c) each party shall promptly return or destroy the other party's Confidential Information; and (d) Solvara Labs will retain Customer Data for thirty (30) days following termination, during which Customer may request an export, after which Customer Data may be permanently deleted.

11.5 Survival

Sections 3 (fees accrued prior to termination), 4.1 (data ownership), 5 (intellectual property), 7 (confidentiality), 8.3 (disclaimer), 9 (limitation of liability), 10 (indemnification), 11.4 (effect of termination), and 12 (general provisions) survive any termination or expiration of this Agreement.

12. General Provisions

12.1 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for resolution of any dispute arising under this Agreement.

12.2 Dispute Resolution

Before initiating any legal proceeding, each party agrees to first attempt to resolve any dispute informally by providing written notice of the dispute to the other party. If the dispute is not resolved within thirty (30) days of such notice, either party may pursue formal legal action as permitted under this Agreement.

12.3 Entire Agreement; Order of Precedence

This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. In the event of a conflict, the order of precedence shall be: (1) Order Form; (2) these Terms; (3) any other incorporated policies.

12.4 Amendments

Solvara Labs reserves the right to modify these Terms at any time. Solvara Labs will provide Customer with at least thirty (30) days' written notice of material changes (which may be delivered via email to the account administrator or notice posted in the Service). Customer's continued use of the Service following the effective date of any amendment constitutes acceptance of the modified Terms.

12.5 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Solvara Labs' prior written consent, not to be unreasonably withheld. Solvara Labs may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without consent. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of each party's successors and permitted assigns.

12.6 Force Majeure

Neither party shall be liable for any delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or government actions ("Force Majeure Event"), provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.

12.7 Severability

If any provision of this Agreement is held 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.

12.8 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach shall constitute a waiver of any subsequent breach.

12.9 Notices

All notices under this Agreement shall be in writing and delivered by: (a) email to the address designated by each party (with confirmation of receipt); (b) overnight courier; or (c) certified mail, return receipt requested. Notices to Solvara Labs shall be sent to: [email protected].

12.10 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

12.11 Publicity

Customer grants Solvara Labs the right to use Customer's name and logo on Solvara Labs' website and in marketing materials to identify Customer as a user of the Service. Customer may revoke this right at any time by providing written notice to Solvara Labs.

12.12 Export Compliance

Customer represents and warrants that it is not located in a country subject to U.S. government embargo and is not listed on any U.S. government list of prohibited or restricted parties. Customer shall not export, re-export, or transfer the Service or related technical data in violation of applicable export control laws.

Last Updated: April 24, 2026 | Solvara Labs LLC | Austin, Texas | [email protected]