General Terms & Conditions

Incorporation and Scope

Effective November 1, 2025. These Terms replace and supersede all prior versions.

These Bedrock Information Systems General Terms & Conditions govern the use of all offerings. Customer (“you” or “your”) means the entity accepting these Terms. Bedrock (BIS, “we,” or “us”) means the Bedrock entity identified in the contract.

Important: These Terms form a binding contract between you and Bedrock when accepted by you. You accept these Terms by (1) signing an Order Document referencing these Terms; (2) clicking “I accept” or “I agree” (or similar button or checkbox) to these Terms when registering for Offerings or placing an Order online; or (3) using the Offerings. These Terms are effective on the date of your acceptance. If you are accepting the Terms on behalf of an entity, you warrant and represent that you have authority to bind that entity. If you sign up for Offerings online using an email address from your employer or another entity, then you will be deemed to represent your employer or that entity and your acceptance will bind your employer of that entity to these Terms. If you do not agree to these Terms, or are not authorized to accept these Terms, you must not use the Offerings. If you accept these terms personally and not on behalf of any entity, you may not use the Offerings for or on behalf of any entity. Use of the Offerings is inteded for persons eighteen (18) years of age or older. If you are between thirteen (13) and seventeen (17) years of age, you may use Offerings under the supervision of your parent or legal guardian who has explained these Terms to you and agrees to be bound to them on your behalf. You may not use the Offerings if you are under thirteen (13) years of age.

These Terms shall be enforced frrom the Effective Date until one year following the completion of any Engagements, unless earlier terminated as provided herein. Execution of any additional orders, contracts, or agreements at any time will automatically extend the term of this Agreement to end one year after the completion of such new Engagement.

Term of Agreement - Renewal/Expiration

If no new agreement is executed and all Engagements are completed, the Agreement will expire at the end of the post-completion period unless renewed in writing by the Parties. In some agreements, the term will auto-renew for successive short periods unless notice of non-renewal is given.

Termination - Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and, if curable, fails to cure that breach within thirty (30) days after receiving written notice describing the breach. No cure period is required for breaches that are incurable or for willful misconduct, fraud, violation of law, or breach of confidentiality or non-solicitation. For avoidance of doubt, failure to pay undisputed fees when due, repeated late payment, breach of the confidentiality or IP provisions, or violation of the non-solicitation clause shall each be deemed a material breach by the Client.

Pricing, Invoicing, and Payment - Invoicing and Payment Terms

Company will invoice Client for Services and expenses as specified in each Engagement (e.g., monthly or upon milestones). Payment of each invoice is due net 30 days from the invoice date, unless otherwise stated in the Engagement. All payments shall be made in U.S. Dollars. Timely payment of fees is a material condition of this Agreement.

Limitations of Liability - Liability Cap (Standard)

Each Party’s total cumulative liability to the other for any and all claims arising out of or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount of fees paid (or payable) by Client to Company under this Agreement. If the claim does not relate to a particular engagement, the liability will be limited to the fees paid under this Agreement in the six (6) months preceding the event giving rise to the claim.

NO EXCLUSIVITY

Company shall not be bound by any exclusive obligations to provide these or any other Services to Beneficial Client, Client, or any other client, organization, or person associated with or acting through Client. Client shall have no right to utilize this Agreement for its own internal purposes or for any other Beneficial Client(s) except those expressly named in this Agreement. Nothing herein shall restrict Company’s ability to offer similar or identical Services to other clients or entities, regardless of any relationship or affiliation with Client or Beneficial Client.

Client further agrees not to obtain, arrange, or maintain duplicate or redundant Agreements or Agreements with other sub-contractors or entities that could give rise to unclear responsibilities or create competition between Company and any other party with respect to Services provided to the Beneficial Client. Client shall ensure that the structure of Agreements and subcontractor Agreements does not result in overlapping obligations or potential conflicts regarding the scope, delivery, or administration of Services for Beneficial Client.

NO WAIVER

No waiver of any breach or default shall be effective unless in writing and signed by the Party granting the waiver. A waiver of one breach shall not be deemed a waiver of any other breach or of the same breach on a later occasion. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and, if necessary, reformed to the minimum extent required to make it valid. If the provision cannot be saved, it shall be severed, and the remaining provisions of this Agreement shall remain in full force. However, if such invalid provision is essential to the Agreement’s purpose and its removal materially alters the rights or obligations of either Party, the Parties will negotiate in good faith to amend the Agreement appropriately.

ASSIGNMENT

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. Any attempted assignment in violation of the foregoing shall be void. Notwithstanding the previous statement, Company may assign this Agreement (in whole or part) to an affiliate or successor in the event of a merger, acquisition, restructuring, or sale of substantially all its assets, and Client’s consent shall not be unreasonably withheld; in such an event, Company shall guarantee that the material terms of this Agreement are maintained throughout Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective permitted successors and assigns.

FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of God, war, terrorism, civil disturbance, strikes or labor disputes, governmental actions, internet or power outages, or pandemics (‘Force Majeure’). The affected Party shall notify the other as soon as practicable of the event and use diligent efforts to resume performance. If a Force Majeure event continues for more than 60 days, either Party may terminate the Agreement upon written notice. In the event of Force Majeure termination, both Parties shall wind down work safely, and Client shall pay for Services rendered up to the termination.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID (OR PAYABLE) BY CLIENT TO COMPANY UNDER THE AGREEMENT. IF THE CLAIM DOES NOT RELATE TO THE SERVICES PERFORMED UNDER THIS AGREEMENT, THE LIABILITY WILL BE LIMITED TO THE LESSER OF: (A) FEES PAID UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE VALUE OF COMPANY’S TOTAL CURRENT ASSETS MINUS LIABILITIES AT THE TIME THE CLAIM ARISES.

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A BARGAINED-FOR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT, AND THAT ABSENT SUCH LIMITATIONS THE ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The foregoing exclusions and limitations shall not apply to: (i) a Party’s obligation to pay amounts due under this Agreement; (ii) either Party’s liability for fraud or willful misconduct; (iii) Client’s liability for unauthorized use or disclosure of Company’s intellectual property or Confidential Information, or for breach of the non-solicitation/non-compete provisions; or (iv) liabilities to the extent covered by an indemnifying Party for third-party claims. Additionally, nothing in this Agreement limits or excludes liability for personal injury or tangible property damage caused by a Party’s negligence to the extent such liability cannot be limited by law.

INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Company and its affiliates, and their officers, directors, employees, and agents, from and against any third-party claim, demand, suit, or proceeding, and all associated liabilities, damages, costs, and expenses (including reasonable attorney’s fees), to the extent arising from: (a) Client’s or its Beneficial Client’s use of the Work Product or Services in a manner not authorized by this Agreement (including any combination with other products or Services not provided by Company, where the claim would have been avoided but for such combination); (b) Client’s breach of its confidentiality or data protection obligations or its violation of the license restrictions on Company’s materials; or (c) any claim brought by a Beneficial Client or other third party against Company arising out of or related to Client’s own products or Services or the conduct of the Engagement (except to the extent caused by Company’s breach or negligence). Client’s indemnification obligations are conditioned on Company giving prompt notice of the claim, allowing Client control of the defense and settlement (Client shall not settle any claim in a manner that imposes liability or admission of fault on Company without Company’s consent), and cooperating with Client (at Client’s expense) in the defense.

Company shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any third-party claim, demand, suit, or proceeding, and all associated liabilities, damages, costs, and expenses (including reasonable attorney’s fees), to the extent arising from: (a) a claim that any Work Product or materials furnished by Company infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret, provided the Work Product is used by Client as permitted and unmodified; or (b) personal injury, death, or damage to tangible property caused by the negligence or willful misconduct of Company in the performance of this Agreement. In the event of any claim under (a), Company may, at its option, procure the right for Client to continue using the affected Work Product, or modify or replace it so it becomes non-infringing, or if those remedies are not feasible, refund the fees paid for the infringing Work Product and terminate the Agreement. Company’s indemnity obligations are conditioned on Client giving prompt written notice of the claim, permitting Company sole control of the defense and settlement (provided no settlement shall admit fault or impose unagreed obligations on Client), and cooperating in the defense at Company’s expense. This Section states Company’s entire liability and Client’s exclusive remedy for any intellectual property infringement claim.

Each Party (as indemnitor) agrees to indemnify, defend, and hold harmless the other Party, its affiliates and their officers, directors, employees, and agents (as indemnitees) from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any personal injury, death, or property damage caused by the indemnitor’s negligent or wrongful acts or omissions; (ii) any material breach of this Agreement by the indemnitor; (iii) any failure by indemnitor or its agents to comply with applicable laws or regulations; or (iv) any claim that the indemnitor’s Services, Deliverables or Work Product infringe or violate any third-party intellectual property rights. The indemnified Party shall promptly notify the indemnitor of any such claim and allow the indemnitor to control the defense and settlement, with the indemnified Party’s reasonable cooperation. This Section sets forth the Parties’ entire indemnification obligations.

DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS AGREEMENT, THE MSA, OR ANY OTHER INCLUSION BY REFERENCE, THE SERVICES, DELIVERABLES, AND WORK PRODUCT ASSOCIATED WITH THIS AGREEMENT ARE PROVIDED ‘AS IS’ AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT GUARANTEE THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR MEET ALL OF CLIENT’S OR BENEFICIAL CLIENT’S REQUIREMENTS OR EXPECTATIONS. CLIENT ACCEPTS RESPONSIBILITY FOR ACHIEVING ITS INTENDED RESULTS FROM THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY SHALL CREATE ANY ADDITIONAL WARRANTY.