Cloud Service Agreement — Framework Terms

Last updated: May 14, 2026

PLEASE READ CAREFULLY. These Framework Terms govern Your access to and use of the products, services, software, websites, and applications provided by Roark Innovations, Inc. ("Roark", "We", "Us", the "Provider"). By creating an account, accessing, or using the Cloud Service, You (the "Customer") agree to be bound by these Framework Terms together with any applicable Order Form executed between Roark and You. If You do not agree, You may not access or use the Cloud Service.

1. Service

1.1. Access and Use.During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate accesses or uses the Cloud Service, then both that Affiliate and Customer will be liable to Provider under this Agreement for the Customer Affiliate's actions or omissions in connection with this Agreement (including breach), and Customer is responsible for the Customer Affiliate's compliance with this Agreement. An Affiliate may enter into a separate agreement referencing the Framework Terms as the Customer's Affiliate, and Provider is not responsible for any Affiliates' obligations to its Affiliates.

1.2. Support. During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

1.3. User Accounts.Customer is responsible for all actions its Users' accounts and for its Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4. Feedback and Usage Data.Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS." Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5. Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6. Machine Learning.Usage Data and Customer Content will not be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product.

1.7. All data collected, processed, and maintained under this agreement will be stored, processed, and backed up exclusively on-shore within the United States.

2. Restrictions & Obligations

2.1. Restrictions on Customer.

(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer does not have the proper rights.

(b) Use of the Product must comply with all Documentation and Use Limitations.

2.2. Suspension.If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days, (b) breaches Section 2.1 (Restrictions on Customer), or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. Provider will try to inform Customer before suspending Customer's account when reasonable. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Privacy & Security

3.1. Personal Data.Each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data (other than PHI), and the terms of the DPA will control in the event of any conflict with this Agreement.

3.2. PHI.Each party will comply with its obligations in the HIPAA Agreement, the terms of the HIPAA Agreement will control each party's rights and obligations as to PHI, and the terms of the HIPAA Agreement will control in the event of any conflict with this Agreement.

4. Payment & Taxes

4.1. Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prepaid Fees specified in the Order Form, Provider will invoice Customer for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.2. Invoicing. For a Payment Process with an invoicing element, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.3. Automatic Payment.For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process. Once Customer authorizes all such charges, Customer must update the payment method to maintain a valid one. Provider will make a copy of Customer's bills or transaction history available to Customer.

4.4. Taxes.Customer is responsible for all taxes, and Fees are stated without taxes. Taxes do not include taxes based on Provider's net income, but include taxes Provider is required to collect from Customer, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not required to pay any taxes that it provides Provider a valid tax exemption certificate for at least 30 days in advance of the relevant invoice date.

4.5. Payment. Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

4.6. Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after Provider receives notice. If no resolution is agreed, each party may pursue any remedies available under Applicable Laws.

5. Term & Termination

5.1. Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless either party provides notice of non-renewal to the other party before the Non-Renewal Notice Period.

5.2. Framework Terms. The Framework Terms will start on the Effective Date and continue for the longer of one year or until any active Order Form expires or terminates. After the initial term, the Framework Terms automatically renew.

5.3. Termination. Either party may terminate the Framework Terms or an Order Form immediately:

(a) If the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days' notice;

(b) upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured, (ii) dissolves or stops conducting business without a successor, (iii) makes an assignment for the benefit of creditors, or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4. Force Majeure.Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will refund a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5. Effect of Termination. Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination:

(a) Customer will no longer have any right to use the Product.

(b) Upon Customer's request, Provider will delete Customer Content within 60 days.

(c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.

(d) Provider will submit a final bill or invoice for all outstanding Fees accrued before termination, and Customer will pay the invoice according to Section 4 (Payment & Taxes).

5.6. Survival.The following sections will survive expiration or termination of this Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes), Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).

6. Representations & Warranties

6.1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

6.2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the Customer Content as described in the Agreement.

6.3. From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4. Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3 and Customer is materially impacted, Customer must notify Provider in writing within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to remedy the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period.

7. Disclaimer of Warranties

7.1. Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1. Liability Cap.(a) Except as provided in Section 8.4, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount. (b) For Increased Claims, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.

8.2. Damages Waiver. Except as provided in Section 8.4, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3. Application. The limitations and waivers in Sections 8.1 and 8.2 apply to all liability, whether in contract, tort, breaches of statutory duty, or otherwise.

8.4. Exceptions.Section 8.1 (Liability Cap) does not apply to any Uninsured Claims or a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability for matters prohibited by Applicable Laws.

9. Indemnification

9.1. Protection by Provider.Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

9.2. Protection by Customer.Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims.

9.3. Procedure.The Indemnifying Party's obligations are subject to the Protected Party: (a) promptly notifying the Indemnifying Party in writing of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.

9.4. Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component without materially reducing general functionality; or (c) terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

9.5. Exclusions.Provider's indemnification obligations do not apply to Covered Claims that result from: (i) modifications not authorized by Provider; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version where a newer release would avoid the claim.

9.6. Exclusive Remedy.Section 9, together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10. Confidentiality

10.1. Non-Use and Non-Disclosure.Except as otherwise outlined in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least a reasonable standard of care.

10.2. Exclusions.Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently develops without use of Discloser's Confidential Information.

10.3. Required Disclosures.Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws, provided Recipient gives Discloser reasonable advance notice and reasonable assistance, at Discloser's cost, to contest the disclosure.

10.4. Permitted Disclosures.Recipient may share Discloser's Confidential Information with its team, employees, advisors, contractors, and representatives who each have a need to know it, but only if the person or entity is bound by confidentiality obligations at least as protective as those in Section 10.

10.5. Injunctive Relief. Violating confidentiality obligations may cause irreparable harm that cannot be remedied by money damages alone. Either party may seek a court order to stop a breach without having to post a bond.

11. Reservation of Rights

11.1. Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1. Entire Agreement.This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous agreements (whether in writing or not). Provider expressly rejects any terms included in a Customer's purchase order or similar document, which may only be used for accounting or administrative purposes.

12.2. Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable, the remaining terms remain in full force and effect.

12.3. Governing Law and Chosen Courts. The Governing Law will govern all interpretations of and disputes about this Agreement. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts.

12.4. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, except either party may assign upon notice in connection with a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets.

12.5. Beta Products.If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 does not apply.

12.6. Logo Rights.Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

12.7. Notices. Any notice, request, or other agreement required must be in writing and sent to the Notice Address.

12.8. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

12.9. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

12.10. Force Majeure.Neither party will be liable for a delay or failure to perform if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.11. Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other applicable agency or authority.

12.12. Anti-Bribery. Neither party will take any action that would violate Applicable Laws that prohibit offering, giving, promising, or receiving anything of value to assist Provider or Customer in retaining or directing business (e.g., the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010).

12.13. Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original.

13. Definitions

13.1. Defining Variables.Variables have the meanings or descriptions given on a Cover Page. However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause does not apply to that Agreement.

13.2. "Affiliate"means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where "control" means ownership of fifty percent (50%) or more of the voting stock or other ownership interest.

13.3. "Agreement" means the Order Form between Provider and Customer as governed by the Framework Terms.

13.4. "Applicable Data Protection Laws"means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information.

13.5. "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

13.6. "Beta Product" means any product or service described in the Order Form as such.

13.7. "Cloud Service" means the product described in the Order Form.

13.8. "Confidential Information"means information in any form disclosed by or on behalf of a Discloser that is (a) marked or designated as "confidential" or "proprietary"; or (b) should be reasonably understood as confidential due to its nature and the circumstances of disclosure.

13.9. "Cover Page" means a document that is signed or electronically accepted by the parties to indicate their agreement to the Variables and incorporates these Standard Terms by reference.

13.10. "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.

13.11. "DPA" means the Data Processing Agreement executed by the parties.

13.12. "Fees" means the applicable amounts described in an Order Form.

13.13. "Force Majeure Event"means an unforeseen event outside a party's reasonable control that affects either party's ability to perform its obligations under this Agreement.

13.14. "High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage (e.g., full or partial autonomous vehicle technology, weaponry, emergency response services, nuclear facilities operation, air traffic control).

13.15. "Order Form" means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms.

13.16. "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws.

13.17. "Product" means the Cloud Service, Software, and Documentation.

13.18. "Subscription Period" means the period during which Customer has the right to access and use the Product, as described in the Order Form.

13.19. "Usage Data"means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product.

13.20. "User"means any individual who uses the Product on Customer's behalf or through Customer's account.

13.21. "Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.

Attribution

These Framework Terms are based on the Common Paper Cloud Service Agreement (Version 2.1), licensed under CC BY 4.0.