Terms of Service — iPSM

iPSM PLATFORM

TERMS OF SERVICE

Effective Date: March 26, 2026

IMPORTANT NOTICE iPSM uses artificial intelligence to generate draft documents including, but not limited to, Standard Operating Procedures (SOPs), Process Hazard Analyses (PHAs), Management of Change (MOC) documents, inspection reports, and compliance summaries. ALL AI-GENERATED CONTENT IS PROVIDED AS A DRAFT FOR HUMAN REVIEW AND IS NOT INTENDED AS A FINAL, APPROVED, OR REGULATORY-COMPLIANT DOCUMENT. The Customer retains sole responsibility for reviewing, editing, approving, and implementing all content generated by the Platform. Use of the Platform does not constitute professional engineering, legal, or safety consulting advice.

Definitions

"Platform" means the iPSM software application, including all web-based interfaces, APIs, AI-powered features, mobile access points, and related services provided by Derive Software Inc.

"Company," "we," "us," or "our" means Derive Software Inc., a Delaware corporation.

"Customer," "you," or "your" means the organization or individual that subscribes to and uses the Platform, including all Authorized Users under that subscription.

"Authorized User" means any individual granted access to the Platform by the Customer, subject to the role-based access controls (RBAC) configured by the Customer's administrator.

"AI-Generated Content" means any text, documents, reports, procedures, analyses, recommendations, or other output produced in whole or in part by the Platform's artificial intelligence capabilities, including but not limited to draft SOPs, PHA worksheets, MOC documentation, inspection report narratives, compliance summaries, and training materials.

"Customer Data" means all data, documents, images, voice recordings, equipment records, facility information, inspection results, and other content uploaded to, entered into, or generated within the Platform by or on behalf of the Customer.

"PSM Program" means the Customer's Process Safety Management program as required under OSHA 29 CFR 1910.119, EPA 40 CFR Part 68, and/or applicable state and local regulations.

"Facility" means a single physical location or site for which the Customer uses the Platform to manage PSM compliance activities.

Acceptance of Terms

By accessing, subscribing to, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email to the account administrator and/or through a notice within the Platform at least thirty (30) days before taking effect. Continued use of the Platform after the effective date of any modifications constitutes acceptance of the updated Terms.

Platform Description and Scope

iPSM is a software platform designed to assist organizations in managing Process Safety Management compliance activities for ammonia refrigeration systems and related industrial processes. The Platform provides tools for:

Standard Operating Procedure (SOP) generation, management, and version control
Mechanical Integrity (MI) inspection workflows, including voice-to-text transcription of field observations
Process Hazard Analysis (PHA) facilitation and documentation
Management of Change (MOC) workflows and approval tracking
Equipment and asset registry management
Hot Work Permit issuance and tracking
Training management, tracking, and certification records
Compliance monitoring, reporting, and evidence binder compilation
Automated compliance agent checks and notifications
Digital signature capture for approvals and certifications

AI-Generated Content — Critical Disclaimers

THIS SECTION CONTAINS CRITICAL INFORMATION ABOUT THE NATURE AND LIMITATIONS OF AI-GENERATED CONTENT ON THE PLATFORM. PLEASE READ CAREFULLY.

4.1 AI Content Is Draft Only

All AI-Generated Content produced by the Platform is provided exclusively as a preliminary draft intended for human review, editing, and approval. No AI-Generated Content should be treated as a final, approved, or regulatory-compliant document without thorough review by qualified personnel with appropriate subject matter expertise.

4.2 No Guarantee of Accuracy or Completeness

While the Platform employs advanced AI models and domain-specific knowledge to generate high-quality draft content, AI-Generated Content may contain errors, omissions, inaccuracies, or content that is inappropriate for the Customer's specific facility, equipment, operating conditions, or regulatory jurisdiction. The Company does not warrant, represent, or guarantee that any AI-Generated Content is accurate, complete, current, or suitable for any particular purpose.

4.3 Customer Review and Approval Obligation

The Customer acknowledges and agrees that:

All AI-Generated Content must be reviewed by qualified personnel before being adopted, implemented, or relied upon for any purpose
The Customer is solely responsible for verifying the accuracy, completeness, and regulatory compliance of all AI-Generated Content before use
The Customer must ensure that all SOPs, PHAs, MOC documents, inspection reports, and other compliance materials are reviewed and approved by personnel with appropriate qualifications and authority as required by applicable regulations
The Platform's digital signature and approval workflow features are tools to facilitate the Customer's existing review processes and do not substitute for the Customer's independent professional judgment
Any AI-Generated Content that is approved and implemented becomes the Customer's document and the Customer's sole responsibility

4.4 AI Does Not Replace Professional Expertise

The Platform is a productivity and compliance management tool. It is not a substitute for qualified PSM consultants, professional engineers, certified industrial hygienists, safety professionals, or legal counsel. The AI capabilities of the Platform are designed to assist qualified personnel, not replace them. Critical safety decisions must always involve qualified human judgment.

4.5 Regulatory Compliance Responsibility

The Customer retains full and sole responsibility for compliance with all applicable federal, state, and local regulations including but not limited to OSHA 29 CFR 1910.119 (Process Safety Management), EPA 40 CFR Part 68 (Risk Management Program), applicable IIAR standards (including IIAR-2, IIAR-5, IIAR-6, IIAR-8, IIAR-9, and any successor, replacement, or additional standards subsequently adopted by the applicable standards-setting body), ASHRAE 15, and applicable state and local fire, building, and environmental codes. Use of the Platform does not guarantee, ensure, or certify regulatory compliance.

4.6 Voice Transcription Accuracy

The Platform includes voice-to-text transcription features for field inspections and other data entry. Voice transcription is performed using third-party AI services and may contain errors, particularly in noisy industrial environments or when capturing technical terminology. All transcribed content must be reviewed and corrected by the user before submission or approval.

Subscription, Billing, and Payment

5.1 Subscription Plans

Access to the Platform is provided on a per-facility annual subscription basis. Pricing, features included, and usage limits are described in the applicable Order Form or pricing schedule presented at the time of subscription.

5.2 Payment Terms

Subscription fees are billed annually in advance unless otherwise specified in the applicable Order Form. All fees are non-refundable except as expressly stated in these Terms or required by applicable law. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5.3 Price Changes

We may adjust pricing upon renewal with at least sixty (60) days' written notice prior to the start of a new subscription term. Current-term pricing is locked for the duration of the paid subscription period.

5.4 Taxes

All fees are exclusive of applicable sales, use, value-added, or other taxes. The Customer is responsible for all taxes associated with the subscription, excluding taxes based on the Company's net income.

Customer Data and Intellectual Property

6.1 Customer Data Ownership

The Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to the Company.

6.2 License to Customer Data

The Customer grants the Company a limited, non-exclusive license to access, process, store, transmit, and sublicense (solely to sub-processors engaged to provide Platform functionality) Customer Data as necessary to provide, maintain, and improve the Platform. This license includes the right to engage sub-processors as described in the Privacy Policy and Section 6.3. This license does not include the right to sell, share, or distribute Customer Data to third parties except as described in Section 6.4.

6.3 AI Processing of Customer Data

To provide AI-Generated Content, the Platform transmits portions of Customer Data to third-party AI service providers for processing. This processing is performed pursuant to the Company's data processing agreements with such providers. Customer Data transmitted for AI processing is used solely to generate the requested output and is not used to train third-party AI models. See our Privacy Policy for additional details.

6.4 Data Portability

Upon written request during or within thirty (30) days following the termination of a subscription, the Company will provide the Customer with an export of their Customer Data in a standard, machine-readable format. After this 30-day period, the Company may delete Customer Data in accordance with its data retention policies.

6.5 Company Intellectual Property

The Platform, including all software, algorithms, AI model configurations, prompt engineering, domain knowledge architectures, user interface designs, documentation, trademarks, and patent-pending technologies, is and remains the exclusive intellectual property of Derive Software Inc. The Customer receives a limited, non-exclusive, non-transferable, revocable license to use the Platform during the subscription term, subject to these Terms.

6.6 Feedback

If the Customer provides suggestions, enhancement requests, or other feedback regarding the Platform, the Company may use such feedback without restriction or obligation to the Customer. The Company will not publicly attribute feedback to the Customer without the Customer's prior consent.

Acceptable Use

The Customer agrees not to:

Use the Platform for any purpose other than managing PSM compliance and related safety management activities
Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or AI prompts of the Platform
Share login credentials between individuals or circumvent role-based access controls
Upload malicious code, viruses, or any content designed to disrupt the Platform
Use the Platform to store or process data unrelated to PSM compliance management
Resell, sublicense, or commercially redistribute access to the Platform without written authorization
Use AI-Generated Content to misrepresent compliance status to regulators, auditors, or other parties
Rely on AI-Generated Content as final approved documentation without completing the required human review and approval process

Security and Access Controls

The Platform implements role-based access controls (RBAC) allowing Customer administrators to assign permissions including Administrator, Manager, Technician, and Read-Only roles. The Customer is responsible for properly configuring access controls, managing user accounts, and ensuring that access permissions align with the Customer's internal authorization requirements. The Customer must promptly revoke access for any personnel who are no longer authorized to use the Platform.

The Company implements commercially reasonable security measures to protect Customer Data, including encryption in transit and at rest, row-level security at the database layer, and regular security monitoring. However, no system is perfectly secure, and the Company cannot guarantee that unauthorized access, data breaches, or security incidents will never occur. In the event of a data breach affecting Customer Data, the Company will notify the Customer in accordance with the breach notification provisions of the Privacy Policy.

Digital Signatures and Approval Workflows

The Platform includes digital signature functionality for document approvals, inspection completions, permit issuances, and other compliance actions. By using the digital signature features, the Customer acknowledges that:

Digital signatures captured within the Platform constitute the signer's acknowledgment and approval of the associated document or action
The Customer is responsible for ensuring that only authorized personnel execute digital signatures within the Platform
The Company maintains audit logs of all signature events including the signer's identity, timestamp, and the document signed
The Customer should evaluate whether digital signatures meet the requirements of applicable regulations and the Customer's own compliance program, and supplement with wet signatures where required by regulation or policy. Digital signatures within the Platform are designed to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. §7001 et seq.) and applicable state implementations of the Uniform Electronic Transactions Act (UETA). The Customer is responsible for determining whether electronic signatures satisfy its specific regulatory requirements

Service Availability

The Company will use commercially reasonable efforts to maintain Platform availability. However, the Platform is provided without a guaranteed uptime Service Level Agreement (SLA) during the Early Access period. The Company is not liable for any damages resulting from service interruptions, including scheduled maintenance, third-party service provider outages, force majeure events, or circumstances beyond the Company's reasonable control.

The Platform depends on third-party services including cloud hosting, AI model providers, and voice transcription services. Interruptions to these third-party services may affect Platform availability and functionality.

Early Access Program

The Platform is currently offered under an Early Access designation. This means:

Features, functionality, and user interfaces may change without prior notice
The Platform may contain bugs, errors, or incomplete features
The Company may introduce, modify, or discontinue features at its discretion
Early Access customers may receive preferential pricing that is subject to adjustment upon general availability
The Company welcomes and encourages feedback from Early Access customers to improve the Platform

Upon the Platform's transition to general availability, the Company will provide Early Access customers with at least sixty (60) days' written notice, including any changes to pricing, Terms, or service level commitments that will apply after the transition.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; REGULATORY FINES, PENALTIES, OR CITATIONS; PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE ARISING FROM RELIANCE ON AI-GENERATED CONTENT; COSTS OF PROCURING SUBSTITUTE SERVICES; OR ANY DAMAGES ARISING FROM THE CUSTOMER'S FAILURE TO REVIEW, VERIFY, OR PROPERLY IMPLEMENT AI-GENERATED CONTENT. THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE CUSTOMER ACKNOWLEDGES THAT THE PLATFORM IS A TOOL TO ASSIST WITH PSM COMPLIANCE MANAGEMENT AND IS NOT A GUARANTEE OF SAFETY, REGULATORY COMPLIANCE, OR PREVENTION OF INCIDENTS. THE CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE, IMPLEMENTATION, AND RELIANCE ON ANY CONTENT PRODUCED BY OR THROUGH THE PLATFORM.

The limitations in this Section 12 shall not apply to damages arising from the Company's gross negligence, willful misconduct, or breach of its confidentiality obligations.

Indemnification

13.1 Customer Indemnification

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

The Customer's use of the Platform or any AI-Generated Content
The Customer's failure to properly review, verify, edit, or approve AI-Generated Content before implementation
Any regulatory violation, citation, fine, or penalty arising out of or related to the Customer's use of the Platform or implementation of content generated by the Platform
Any third-party claim arising from the Customer's implementation of content generated by the Platform
The Customer's breach of these Terms

13.2 Company Indemnification

The Company agrees to indemnify, defend, and hold harmless the Customer from and against any third-party claims alleging that the Platform itself (excluding Customer Data and AI-Generated Content) infringes a valid United States patent, copyright, or trademark, provided the Customer promptly notifies the Company and cooperates with the defense. The Company further agrees to indemnify the Customer from third-party claims arising directly from a data breach caused by the Company's material failure to implement the security measures described in Section 8.

Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, COMPLIANT WITH APPLICABLE REGULATIONS, OR SUITABLE FOR THE CUSTOMER'S SPECIFIC FACILITY, EQUIPMENT, PROCESSES, OR OPERATING CONDITIONS.

THE COMPANY DOES NOT PROVIDE ENGINEERING, LEGAL, SAFETY CONSULTING, OR REGULATORY COMPLIANCE SERVICES. THE PLATFORM IS A SOFTWARE TOOL, NOT A PROFESSIONAL SERVICE.

Term and Termination

15.1 Subscription Term

Each subscription begins on the date specified in the applicable Order Form and continues for the subscription period selected. Subscriptions automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

15.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

15.3 Termination by Company

The Company may suspend or terminate the Customer's access to the Platform immediately if the Customer violates the Acceptable Use provisions, fails to pay fees when due after a fifteen (15) day grace period, or if continued service poses a security risk to the Platform or other customers.

15.4 Effect of Termination

Upon termination, the Customer's access to the Platform will be disabled. The Customer may request a data export within thirty (30) days of termination as described in Section 6.4. Any fees owed through the termination date remain due and payable. Sections 4, 6.1, 12, 13, 14, 16, and 17 survive termination.

Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in the State of Delaware. For claims under $75,000, the AAA's Expedited Procedures shall apply. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Each party waives any right to a jury trial. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorney's fees and costs.

General Provisions

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

17.2 Entire Agreement

These Terms, together with any applicable Order Form, Privacy Policy, and Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof.

17.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17.4 Assignment

The Customer may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, internet or telecommunications failures, power outages, or third-party service provider disruptions.

17.6 Notices

Notices to the Company should be sent to: Derive Software Inc., Attention: Legal, via email at legal@ipsm.app. Notices to the Customer will be sent to the email address associated with the Customer's account administrator. Notices may also be sent by certified mail to the addresses on file.

17.7 No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

iPSM is a product of Derive Software Inc.