Software Terms of Use

Last Updated: March 10, 2025

1. Introduction and Acceptance

These Software Terms of Use ("Terms") govern your access to and use of software applications, platforms, and related services ("Software Services") offered by Narrowstack LLC ("Narrowstack," "we," "our," or "us"). By accessing or using our Software Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Software Services.

2. Description of Software Services

Narrowstack provides software applications and platforms designed to help businesses optimize their operations and technology infrastructure. Our Software Services may include, but are not limited to:

• Stackmap™ Application: Technology mapping and visualization software
• Stackflow™ Platform: Data pipeline and integration platform
• Stackview™ Dashboard: Analytics and reporting interface
• Narrowstack Cloud™: Cloud infrastructure and management platform
• Other software tools and applications as may be developed and offered by Narrowstack

3. License and Access

3.1 Limited License

Subject to your compliance with these Terms and any applicable subscription terms, Narrowstack grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our Software Services for your business purposes.

3.2 License Restrictions

You shall not:

• Copy, modify, or create derivative works of the Software Services or any related documentation
• Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of our Software Services
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Services to any third party
• Use the Software Services for any purpose that is illegal or prohibited by these Terms
• Use the Software Services in any manner that could damage, disable, overburden, or impair the Software Services
• Access the Software Services in order to build a similar or competitive product or service

3.3 Account Creation and Security

To access certain features of our Software Services, you must create an account. 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 use of your account.

4. Subscriptions and Payment

4.1 Subscription Types

Narrowstack may offer various subscription plans for access to our Software Services. The features, limitations, and pricing of each subscription plan will be described on our website or in a separate order form.

4.2 Payment Terms

Subscription fees are payable in advance as set forth on our website or in an order form. Unless otherwise specified, all fees are quoted in U.S. dollars and are non-refundable.

4.3 Subscription Renewal

Subscriptions will automatically renew for additional periods equal to the initial subscription term unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

4.4 Late Payments

If any fees are not paid when due, Narrowstack may:

• Charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid, and
• Suspend access to the Software Services until payment has been made in full.

5. Intellectual Property Rights

5.1 Narrowstack's Intellectual Property

The Software Services, including all content, features, functionality, and user interfaces, as well as the design, structure, selection, coordination, expression, and arrangement of such content, are owned by Narrowstack, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Feedback

If you provide feedback, ideas, or suggestions regarding our Software Services ("Feedback"), you grant Narrowstack a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback throughout the world in any media.

5.3 Your Data

You retain all rights to your data that you upload, submit, or otherwise transmit to or through the Software Services ("Your Data"). You grant Narrowstack a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and back up Your Data for the purpose of enabling your use of the Software Services and for improving the Software Services generally.

6. Data Privacy and Security

6.1 Privacy Policy

Our Privacy Policy, available on our website, explains how we collect, use, and protect personal information. By using our Software Services, you consent to our collection and use of information as set forth in the Privacy Policy.

6.2 Data Security

We implement reasonable security measures designed to protect Your Data from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

6.3 Compliance with Laws

Each party agrees to comply with all applicable privacy and data protection laws and regulations in connection with these Terms.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Protection of Confidential Information

The Receiving Party agrees to:

• Use the Confidential Information only for purposes consistent with these Terms
• Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Not disclose the Confidential Information to any third party except as permitted under these Terms

7.3 Exclusions

Confidential Information does not include information that:

• Is or becomes generally available to the public through no fault of the Receiving Party
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party
• Is received by the Receiving Party from a third party without restriction on disclosure
• Was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information

8. Termination

8.1 Term

These Terms will continue to apply until terminated by either you or Narrowstack as set forth below.

8.2 Termination by You

You may terminate these Terms at any time by canceling your subscription and ceasing all use of the Software Services.

8.3 Termination by Narrowstack

Narrowstack may terminate these Terms or suspend your access to the Software Services at any time:

• For cause, if you breach any provision of these Terms and such breach has not been cured within 10 days of notice
• Immediately, if you violate our Acceptable Use Policy or infringe or violate our intellectual property rights
• With 30 days' prior written notice for any other reason

8.4 Effect of Termination

Upon termination of these Terms:

• Your right to access and use the Software Services will immediately cease
• Narrowstack will cease processing Your Data
• Any fees you owe to Narrowstack will become immediately due
• Narrowstack may, but is not obligated to, delete Your Data after 30 days following termination

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

9.2 Narrowstack Warranties

Narrowstack warrants that the Software Services will perform materially in accordance with our documentation under normal use. Your exclusive remedy for breach of this warranty is the repair or replacement of the Software Services or, if repair or replacement is not commercially practicable, termination of these Terms and a refund of any prepaid, unused fees for the affected Software Services.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. NARROWSTACK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NARROWSTACK DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT YOUR DATA WILL BE SECURE OR NOT LOST OR DAMAGED.

10. Limitation of Liability

IN NO EVENT WILL NARROWSTACK, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;
(B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE SERVICES, REGARDLESS OF LEGAL THEORY, AND WHETHER OR NOT NARROWSTACK HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES;
(C) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE SERVICES MORE THAN THE AMOUNTS PAID BY YOU TO NARROWSTACK DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

11.1 By You

You agree to indemnify and hold harmless Narrowstack, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation of these Terms
• Your use of the Software Services
• Your violation of applicable laws or regulations
• Your Data

11.2 By Narrowstack

Narrowstack will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the Software Services infringe or misappropriate such third party's intellectual property rights (an "IP Claim"), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of such IP Claim, provided that you:

• Promptly give written notice of the IP Claim to Narrowstack
• Give Narrowstack sole control of the defense and settlement of the IP Claim
• Provide to Narrowstack all reasonable assistance at Narrowstack's expense

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to or application of provisions relating to choice of law. The exclusive venue for any and all legal proceedings that might arise from these Terms shall be Harris County, Texas, or in the United States District Court for the Southern District of Texas, Houston Division.

13. Modifications to These Terms

Narrowstack reserves the right to modify these Terms at any time by posting the revised Terms on our website and/or providing notice to you. Your continued use of the Software Services after the effective date of such changes constitutes your acceptance of the revised Terms.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms, constitute the entire agreement between you and Narrowstack regarding the Software Services.

14.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

14.3 Assignment

You may not assign these Terms or any of your rights or obligations under these Terms without our prior written consent. Narrowstack may assign these Terms without restriction.

14.4 No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

14.5 Force Majeure

Narrowstack shall not be liable for any failure or delay in performance under these Terms where such failure or delay results from any cause beyond Narrowstack's reasonable control.

15. Contact Us

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

Narrowstack LLC
8350 Ashlane Way # 204
The Woodlands, TX 77382
Email: legal@narrowstack.com
Attention: Tyler Cowie