End User License Agreement.

§ 00 · NoticeRead before installation.

This End User License Agreement (this Agreement or EULA) is a binding contract between you, either as an individual or, if you are accepting on behalf of an entity, that entity (you, your, or Licensee), and Grizzly Systems, Inc., a Delaware corporation with its principal place of business in Emigrant, Montana (Grizzly Systems, we, us, or our). This Agreement governs the GrizCam Desktop application, the GrizCam Portal, and the GrizCam Mobile application (each a Software Product, collectively the Software), and any updates, documentation, and related online services.

By clicking “I Agree,” installing, downloading, copying, accessing, or otherwise using the Software, you represent that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction), have the legal authority to bind yourself or the entity you represent, and agree to be bound by every term of this Agreement. If you do not agree, do not install or use the Software.

§ 01 · Definitions

Capitalized terms used in this Agreement have the meanings set forth below.

• “Affiliate” — with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.
• “AI Models” — any machine-learning models, neural networks, weights, parameters, embeddings, feature representations, training artifacts, fine-tuned variants, ensembles, distilled models, classifiers, detectors, predictors, prompts, or other artificial-intelligence or machine-learning systems developed, trained, fine-tuned, or refined by Grizzly Systems (or on its behalf), in whole or in part, using Customer Data, Aggregated Data, Derived Data, or telemetry from the GrizCam Hardware or Software.
• “Aggregated Data” — data that has been combined, anonymized, de-identified, or statistically processed such that it does not identify, and cannot reasonably be used to identify, any individual person, specific location below a generalized geographic region, individual GrizCam Hardware unit, or Licensee.
• “Authorized User” — an individual employee, contractor, or agent of Licensee who is authorized by Licensee to use the Software under Licensee’s account.
• “Customer Data” — the raw and processed data generated, captured, transmitted, uploaded to, or stored within the Software or the Services as a result of your use of the GrizCam Hardware or Software, including: (i) image, video, infrared, thermal, and other optical media; (ii) audio recordings and bioacoustic data; (iii) sensor readings such as radar, GPS coordinates, magnetometer readings, barometric pressure, humidity, temperature, light, gas, and other environmental telemetry; (iv) detection events, alerts, classifications, and metadata; and (v) any annotations, labels, configurations, notes, or comments you submit. Customer Data does not include Derived Data, AI Models, or Aggregated Data.
• “Derived Data” — data, insights, statistics, benchmarks, model outputs, embeddings, feature vectors, vector representations, training signals, gradients, weights, and other artifacts derived from, generated by, or produced through processing of Customer Data, but which do not themselves contain Personal Data or otherwise identify the source Customer or the location at which the underlying Customer Data was captured.
• “Documentation” — the user manuals, technical specifications, help materials, and online documentation made available by Grizzly Systems for the Software, as updated from time to time.
• “GrizCam Hardware” — the GrizCam multi-sensor monitoring device(s) and accessories sold or licensed by Grizzly Systems.
• “Personal Data” — any information relating to an identified or identifiable natural person, as such term (or any analog such as “personal information”) is defined under applicable Privacy Laws.
• “Privacy Laws” — all laws, regulations, and binding self-regulatory standards applicable to the processing of Personal Data, including, where applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK Data Protection Act 2018 and UK GDPR, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the “CCPA”), and any analogous U.S. state privacy laws.
• “Services” — the cloud-hosted, hosted, or online components of the Software, including the GrizCam Portal and any related APIs, analytics, alerting, storage, and processing services.
• “Software Product” — is defined in Section 00 and includes GrizCam Desktop, GrizCam Portal, and GrizCam Mobile, in object-code form only.
• “Subscription” — a paid or free subscription plan for one or more Software Products as described in the applicable order, ordering page, or quote.

§ 02 · License grant

2.1 Scope.

Subject to your continued compliance with this Agreement and timely payment of any applicable fees, Grizzly Systems grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

1. install and run GrizCam Desktop on devices owned or controlled by you, solely for your internal business or personal use in connection with GrizCam Hardware you have lawfully acquired;
2. access and use GrizCam Portal through a supported web browser, solely for your internal business or personal use, and only for the number of Authorized Users permitted by your Subscription;
3. install and run GrizCam Mobile on mobile devices owned or controlled by you, solely for your internal business or personal use; and
4. use the Documentation in connection with your use of the Software.

2.2 Reservation of rights.

The Software is licensed, not sold. All rights not expressly granted to you in this Agreement are reserved by Grizzly Systems and its licensors. No license, right, or interest in any Grizzly Systems trademark, trade name, service mark, or logo is granted under this Agreement.

2.3 Updates.

Grizzly Systems may, in its discretion, provide updates, upgrades, patches, hot fixes, or new versions of the Software (collectively, “Updates”). Updates may be required for continued use of the Software. All Updates are deemed part of the Software and are governed by this Agreement unless accompanied by a separate license agreement.

2.4 Evaluation, beta, and pre-release features.

From time to time, Grizzly Systems may make evaluation, beta, alpha, preview, or other pre-release features of the Software (“Beta Features”) available to you. Beta Features are provided on an “AS IS” and “AS AVAILABLE” basis, without warranty of any kind, may contain errors, may be modified or discontinued at any time without notice, and are not subject to any service level commitments. Your use of Beta Features is voluntary.

§ 03 · Restrictions

Except as expressly authorized by this Agreement, you shall not, and shall not permit any Authorized User or third party to:

1. copy, modify, translate, adapt, or create derivative works of the Software or Documentation;
2. reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, underlying ideas, algorithms, file formats, model architectures, or non-public APIs from the Software or any AI Models, except to the limited extent such restriction is expressly prohibited by applicable law;
3. sell, resell, rent, lease, lend, sublicense, distribute, transfer, time-share, host, or provide the Software as a service bureau or to any third party;
4. remove, alter, or obscure any proprietary notices, watermarks, attribution, or labels on the Software, Documentation, or any output thereof;
5. circumvent or attempt to circumvent any license keys, digital rights management, usage metering, rate-limiting, or other access-control mechanisms;
6. use the Software to develop, train, fine-tune, evaluate, validate, or improve any competing product, service, machine-learning model, dataset, or foundation model;
7. scrape, crawl, harvest, or systematically extract data, model outputs, embeddings, or other artifacts from the Software, including for the purpose of training or improving any third-party AI system;
8. upload, submit, or otherwise transmit through the Software any content that (i) you do not have the lawful right to transmit; (ii) infringes any third-party intellectual property, privacy, or publicity right; (iii) is unlawful, defamatory, harassing, or obscene; (iv) contains malware, ransomware, or other malicious code; or (v) contains Personal Data of any individual for whom you have not obtained any required notices or consents;
9. use the Software in violation of any applicable law, regulation, court order, treaty, or third-party right, including any law regulating the recording of audio, video, wildlife, persons, or protected locations;
10. use the Software for high-risk activities where failure could result in death, serious bodily injury, severe environmental damage, or breach of national-security obligations, unless the parties have entered into a separate written agreement expressly authorizing such use; or
11. use the Software in connection with any activity that would violate U.S. export-control laws, sanctions programs, or anti-corruption laws.

§ 04 · Accounts, Authorized Users, and Subscriptions

4.1 Accounts.

To use certain features of the Software, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Grizzly Systems immediately of any unauthorized use of, or suspected breach of, your account.

4.2 Authorized Users.

You may permit Authorized Users to access the Software under your account, subject to the seat limits and other restrictions of your Subscription. You are responsible for the acts and omissions of all Authorized Users as if they were your own, and shall ensure that each Authorized User complies with this Agreement.

4.3 Subscriptions and fees.

Certain Software Products and features are made available only under paid Subscriptions, alert bundles, or other ordered services as described in the applicable order or pricing page (collectively, an “Order”). Fees are non-refundable except as expressly stated in an Order or as required by applicable law. Grizzly Systems may modify pricing on a going-forward basis upon renewal.

4.4 Taxes.

All fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes, except for taxes imposed on Grizzly Systems’ net income.

§ 05 · GrizCam Hardware and Interoperability

The Software is designed to operate in conjunction with GrizCam Hardware. Grizzly Systems makes no representation that the Software will function, or continue to function, with any third-party hardware, sensors, or systems. You acknowledge that the GrizCam Hardware and Software are tightly integrated and that disabling, tampering with, modifying, or replacing firmware on the GrizCam Hardware may degrade or terminate functionality of the Software and may void any applicable hardware warranty.

§ 06 · Intellectual property ownership

6.1 Grizzly Systems IP.

As between the parties, Grizzly Systems and its licensors own and shall retain all right, title, and interest, including all intellectual property rights, in and to the Software, the Services, the Documentation, the GrizCam Hardware firmware, the AI Models, all Derived Data, all Aggregated Data, all feedback, suggestions, and ideas provided by you, and all improvements, enhancements, and derivative works of any of the foregoing (collectively, the “Grizzly IP”). This Agreement is a license, not an assignment, and nothing in this Agreement transfers any ownership of any Grizzly IP to you.

6.2 Feedback.

If you provide Grizzly Systems with any suggestions, comments, feature requests, bug reports, ideas, know-how, or other feedback regarding the Software, the GrizCam Hardware, or any AI Models (“Feedback”), you hereby grant Grizzly Systems a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without obligation or compensation to you.

6.3 Trademarks.

“Grizzly Systems” and “GrizCam,” alone and in combination, and the Grizzly Systems logo are trademarks of Grizzly Systems. You may not use these marks without Grizzly Systems’ prior written consent.

§ 07 · Customer Data — your data, your ownership

7.1 Your data belongs to you.

Grizzly Systems does not claim ownership of your Customer Data. As between you and Grizzly Systems, you retain all right, title, and interest, including all intellectual property rights, in and to the Customer Data. We are your processor and custodian.

7.2 Limited license to operate the Services.

You grant Grizzly Systems and its Affiliates and service providers a non-exclusive, worldwide, royalty-free license to host, store, transmit, copy, cache, transcode, process, analyze, display, and otherwise use the Customer Data solely to:

1. provide, operate, maintain, secure, and improve the Software, the Services, and the GrizCam Hardware;
2. generate alerts, detections, classifications, reports, and other outputs for delivery to you;
3. perform back-ups, redundancy, disaster recovery, and data integrity functions;
4. investigate and respond to security incidents, abuse, and violations of this Agreement;
5. comply with legal obligations, court orders, lawful government requests, and valid legal process; and
6. train, develop, refine, evaluate, and improve AI Models, subject to Section 8.

7.3 Data confidentiality and internal access controls.

We treat your raw Customer Data as confidential. Grizzly Systems maintains technical, administrative, and physical safeguards designed to ensure that no Grizzly Systems personnel reviews or accesses the contents of your raw Customer Data (including the actual pixels of your images and video, the audible content of your audio recordings, or your precise GPS coordinates) except where strictly necessary to: (a) provide support specifically requested by you; (b) investigate a security incident or suspected abuse or violation of this Agreement; (c) prepare a narrowly tailored, supervised sample for the purpose of validating model performance or training pipelines, under written confidentiality and access-logging controls; or (d) comply with valid legal process. Access by Grizzly Systems personnel under (a)–(d) is logged, role-restricted, and time-limited.

7.4 No sale or distribution of your raw Customer Data.

Grizzly Systems will not sell, rent, license, lease, share-for-cross-context-behavioral-advertising, syndicate, broker, or otherwise distribute your raw Customer Data, or any subset thereof that identifies you, your land, or your GrizCam Hardware, to any third party. This commitment is subject only to: (i) sub-processors and service providers who handle Customer Data on Grizzly Systems’ behalf under written confidentiality and data-protection terms and only for the purposes described in this Agreement; (ii) successors in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets; (iii) compliance with valid legal process, court order, or law enforcement request; and (iv) any disclosure you expressly authorize in writing. Aggregated Data, Derived Data, and AI Models are not Customer Data and are addressed in Section 8.

§ 08 · AI training, Derived Data, and AI Models

8.1 Why this matters.

GrizCam improves with every event it processes. This section sets out, in plain terms, how Customer Data is used to train and improve the AI Models that power the product — and what Grizzly Systems will not do with the underlying data.

8.2 License for AI training.

Subject to the limitations of this Agreement, you grant Grizzly Systems and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (solely to Grizzly Systems’ service providers and to successors), perpetual, and irrevocable (except as expressly set forth in Section 8.5 and 8.7) license to use Customer Data for the purposes of researching, developing, training, fine-tuning, evaluating, validating, testing, benchmarking, refining, and improving AI Models, including for the purposes of:

1. improving the accuracy, precision, recall, latency, robustness, and energy efficiency of detection, classification, and prediction in the GrizCam Hardware and Software;
2. developing new AI Models for species identification, behavior prediction, threat detection, environmental anomaly detection, and related capabilities;
3. creating Aggregated Data and Derived Data; and
4. evaluating and improving the foregoing through human-in-the-loop labeling, reinforcement learning from human feedback (RLHF), and analogous techniques, subject to the access controls described in Section 7.3.

8.3 What Grizzly Systems will do.

Grizzly Systems may, in connection with training and operating AI Models:

• Train and tune AI Models using your images, video, audio, infrared, thermal, radar, GPS, magnetometer, environmental sensor, and other Customer Data.
• Improve the GrizCam Hardware by using insights learned from Customer Data to refine firmware, sensor calibration, edge inference, power management, and detection logic.
• Generate Aggregated Data and Derived Data such as benchmarks, model weights, embeddings, statistical insights, and feature representations, all of which become Grizzly IP.
• Commercialize the AI Models by deploying, licensing, sublicensing, distributing, embedding in GrizCam Hardware, providing as a service, or otherwise monetizing the resulting AI Models, Aggregated Data, and Derived Data — including in third-party products, research collaborations, government deployments, and developer APIs.
• Publish research using Aggregated Data and Derived Data that does not identify you, your land, or your GrizCam Hardware.

8.4 What Grizzly Systems will not do.

• Sell or distribute your raw Customer Data. Grizzly Systems will not sell, license, broker, syndicate, share, or otherwise distribute your raw images, video, audio, or sensor recordings to any third party, except as expressly permitted by Section 7.4.
• Make your raw data available to other customers. Other customers will never see your raw Customer Data through the Software, including through any cross-customer dataset, marketplace, or aggregated feed.
• Use your data to identify specific individuals for surveillance purposes. Grizzly Systems will not knowingly use Customer Data to perform face recognition, biometric identification, or persistent identification of specific individuals, except where you yourself have configured such functionality on Customer Data you have lawful authority to process.
• Allow free-form browsing of your data by personnel. Routine review of raw Customer Data by Grizzly Systems personnel is prohibited except under the narrow circumstances of Section 7.3.

8.5 Outputs are ours; inputs are yours.

Customer Data remains yours. The AI Models, model weights, embeddings, feature representations, Derived Data, and Aggregated Data that result from training are Grizzly IP and are owned by Grizzly Systems. Information learned in the form of model weights and statistical patterns is not Customer Data and does not constitute distribution of your raw data, even when those models are subsequently licensed, deployed, or commercialized.

8.6 No memorization commitment.

Grizzly Systems uses commercially reasonable techniques (such as de-duplication, sampling, augmentation, differential privacy where technically feasible, and post-training evaluation) designed to reduce the risk that AI Models will reproduce identifiable portions of your raw Customer Data. You acknowledge that machine-learning systems are probabilistic and that perfect prevention of memorization is not currently achievable.

8.7 Opt-out from AI training.

You may elect to opt out of the use of your Customer Data for AI training pursuant to Section 8.2(a)–(d) by toggling the “Exclude My Data From AI Training” setting in your account through the GrizCam Portal, GrizCam Desktop, or GrizCam Mobile application, or by submitting a written request to privacy@grizzlysystems.io. This opt-out is available to all Licensees regardless of Subscription tier. An opt-out becomes effective with respect to Customer Data ingested after the opt-out is processed (which typically completes within thirty (30) days). An opt-out does not require Grizzly Systems to delete or retrain any AI Models, Aggregated Data, or Derived Data that already incorporated Customer Data prior to the effective date of the opt-out, and the licenses granted in Section 8.2 with respect to such pre-opt-out Customer Data survive. Opting out of AI training does not affect Grizzly Systems’ license to use your Customer Data to operate the Services under Section 7.2 (such as generating alerts, providing back-ups, and complying with legal process).

8.8 Telemetry.

Grizzly Systems collects technical telemetry from the Software and GrizCam Hardware (such as crash logs, performance metrics, sensor health, firmware version, and feature-usage signals) to operate, secure, and improve the Software and Hardware. Telemetry is not Customer Data and may be used by Grizzly Systems without limitation, provided it does not identify you or contain Personal Data.

§ 09 · Privacy and data protection

9.1 Privacy policy.

Grizzly Systems’ processing of Personal Data is further described in its Privacy Policy, available at grizcam.com/privacy, which is incorporated by reference into this Agreement. To the extent of any conflict between this Agreement and the Privacy Policy with respect to Personal Data, the Privacy Policy controls.

9.2 Your responsibilities.

You are responsible for ensuring that you have any required legal basis, notice, and consent to collect and submit Customer Data through the Software, including Personal Data of any third parties whose images, voices, or identifiable information may be captured by GrizCam Hardware. You must comply with all applicable Privacy Laws, wildlife-protection laws, surveillance and recording laws, and trespass laws applicable to your deployment of the GrizCam Hardware.

9.3 GDPR; Data Processing Addendum.

If you are established in, or your use of the Software is otherwise subject to, the European Economic Area, the United Kingdom, or Switzerland, the parties shall execute Grizzly Systems’ Data Processing Addendum (“DPA”), available at grizcam.com/dpa, which is incorporated by reference and shall apply with respect to the processing of any Personal Data by Grizzly Systems on your behalf. For such processing, Grizzly Systems acts as a processor (or sub-processor) and you act as a controller (or processor). Grizzly Systems relies on the European Commission’s Standard Contractual Clauses (and the UK International Data Transfer Addendum, as applicable) for international transfers of Personal Data.

9.4 CCPA and U.S. state privacy laws.

If you are subject to the CCPA or an analogous U.S. state privacy law and Grizzly Systems processes Personal Data on your behalf in the course of providing the Software, Grizzly Systems is a “service provider” or “processor” (as applicable) and not a “third party.” Grizzly Systems shall not (a) sell or share (as those terms are defined under the CCPA) Personal Data; (b) retain, use, or disclose Personal Data outside of the direct business relationship with you or for any purpose other than the business purposes specified in this Agreement, including the AI-training purposes set forth in Section 8 which are necessary and proportionate to provide and improve the Services; or (c) combine Personal Data with information obtained from other sources, except as permitted by the CCPA for service providers. Grizzly Systems certifies its understanding of these restrictions.

9.5 Data subject requests.

Grizzly Systems will reasonably cooperate with you to respond to verified requests from data subjects (or consumers) seeking to exercise rights under applicable Privacy Laws, including rights of access, correction, deletion, restriction, portability, objection, and opt-out of certain processing.

9.6 Security.

Grizzly Systems maintains an information security program with administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, in a manner appropriate to the nature of the data and consistent with industry standards. No system is perfectly secure, and Grizzly Systems does not warrant that the Software will be free from intrusion or compromise.

§ 10 · Confidentiality

Each party (a “Receiving Party”) agrees that it will use Confidential Information (as defined below) of the other party (a “Disclosing Party”) solely as necessary to perform under this Agreement, and will protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. “Confidential Information” means any non-public information disclosed by one party to the other, whether orally, in writing, or by access to systems, that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. The Software, AI Models, Derived Data, Aggregated Data, pricing, roadmaps, and non-public technical or business information of Grizzly Systems are deemed Grizzly Systems’ Confidential Information. Customer Data is deemed your Confidential Information. Confidential Information excludes information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was known by the Receiving Party prior to disclosure without confidentiality obligation; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) is rightfully obtained from a third party without confidentiality obligation. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives the Disclosing Party reasonable prior notice (where lawful) and reasonable cooperation in seeking a protective order.

§ 11 · Third-party services and open-source components

The Software may interoperate with third-party products, services, datasets, model providers, or content (“Third-Party Services”). Your use of any Third-Party Service is governed by the terms of that Third-Party Service, and Grizzly Systems is not responsible for any Third-Party Service. The Software also includes open-source software components, which are licensed under their respective open-source licenses; a list of such components and notices is available upon request to legal@grizzlysystems.io.

§ 12 · Service availability

Grizzly Systems will use commercially reasonable efforts to make the Services available, subject to scheduled maintenance, emergency maintenance, force majeure events, and circumstances beyond its reasonable control. Specific service-level commitments, if any, are set forth in the applicable Order. No service-level commitment applies to Beta Features, free tiers, or third-party connectivity.

§ 13 · Warranty disclaimers

The Software, the Services, the Documentation, and all AI Models, Derived Data, Aggregated Data, alerts, detections, classifications, and outputs are provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Grizzly Systems and its Affiliates, licensors, and suppliers disclaim all warranties, express, implied, and statutory, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing, course of performance, or usage of trade.

Grizzly Systems does not warrant that the Software or any AI Model will be error-free, uninterrupted, secure, or free of harmful components, or that any detection, classification, alert, or other output will be accurate, complete, timely, or free of false positives or false negatives. The Software is not designed for, and must not be used as, a sole safety-of-life, emergency-response, medical, or life-critical system. Any decisions you make based on outputs of the Software are your own.

§ 14 · Limitation of liability

To the maximum extent permitted by applicable law, in no event will Grizzly Systems or its Affiliates, licensors, suppliers, officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenue, lost data, loss of goodwill, or business interruption, arising out of or in connection with this Agreement or your use of or inability to use the Software, even if Grizzly Systems has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Grizzly Systems’ total cumulative liability arising out of or related to this Agreement will not exceed the greater of (a) the amounts paid or payable by you to Grizzly Systems for the Software giving rise to the liability during the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred U.S. dollars (US$100). The foregoing limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or certain implied warranties; in such jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

§ 15 · Indemnification

15.1 By you.

You shall defend, indemnify, and hold harmless Grizzly Systems and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, demand, suit, proceeding, loss, liability, damage, cost, and expense (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Data, including any claim that your collection, use, or submission of Customer Data violates applicable law or any third-party right; (b) your or any Authorized User’s breach of this Agreement; (c) your use of the Software in violation of any applicable law or third-party right; or (d) your installation, deployment, or operation of GrizCam Hardware in violation of applicable law (including wildlife, recording, or trespass laws).

15.2 By Grizzly Systems.

Subject to the limitations in Section 14, Grizzly Systems shall defend you from and against any third-party claim alleging that the Software, as provided by Grizzly Systems and used by you in accordance with this Agreement, directly infringes a valid U.S. patent, copyright, or trademark, and shall pay the damages and reasonable attorneys’ fees finally awarded against you (or settlement amounts agreed to by Grizzly Systems) in such claim. Grizzly Systems has no obligation under this Section 15.2 with respect to any claim arising from (i) modifications to the Software not made by Grizzly Systems; (ii) use of the Software in combination with non-Grizzly Systems products or data; (iii) Customer Data; or (iv) use of the Software in violation of this Agreement. This Section 15.2 states Grizzly Systems’ sole liability, and your sole remedy, for any third-party infringement claim.

15.3 Procedure.

Each party’s indemnification obligations are conditioned on (a) prompt written notice of the claim; (b) sole control of the defense and settlement (provided that the indemnifying party shall not settle any claim that imposes liability on or admits fault by the indemnified party without its consent, which shall not be unreasonably withheld); and (c) reasonable cooperation at the indemnifying party’s expense.

§ 16 · Term and termination

16.1 Term.

This Agreement begins when you first install, access, or use the Software, and continues until terminated as provided herein.

16.2 Termination for convenience.

You may terminate this Agreement at any time by uninstalling and ceasing use of the Software and, if applicable, cancelling your Subscription. Grizzly Systems may terminate this Agreement or discontinue any Software Product or feature on at least thirty (30) days’ prior notice, subject to any remaining Subscription term.

16.3 Termination for cause.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after notice (or, for breaches that cannot reasonably be cured, immediately). Grizzly Systems may suspend or terminate your access to the Software immediately and without notice if Grizzly Systems reasonably believes that your use of the Software poses a security risk, violates law, or infringes any third-party right.

16.4 Effect of termination.

Upon termination: (a) your licenses under this Agreement terminate; (b) you shall promptly cease all use of the Software and destroy all copies; (c) Grizzly Systems may delete Customer Data in accordance with its data-retention policies (subject to legal hold obligations); and (d) any fees pre-paid are non-refundable except as required by law.

16.5 Data export window.

For a period of thirty (30) days following termination, Grizzly Systems will, upon your request, provide you with a reasonable mechanism to export your Customer Data, after which Grizzly Systems may delete such data. The licenses granted under Section 8.2 with respect to Customer Data already used in training AI Models survive deletion or export.

16.6 Survival.

Sections 1, 3, 6, 7.4, 8 (except as expressly modified by an effective opt-out), 9, 10, 13, 14, 15, 16.4–16.6, 17, 18, 19, 24, 25, and 26 survive termination.

§ 17 · U.S. Government end users

The Software and Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Consistent with these provisions, the Software and Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms of this Agreement.

§ 18 · Export controls

The Software may be subject to U.S. and other export-control laws and regulations, including the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations. You shall not, directly or indirectly, export, re-export, transfer, or release the Software (a) to any country, region, or person subject to U.S. embargo or sanctions; (b) to any individual or entity on any U.S. government restricted-party list, including the Specially Designated Nationals List, Entity List, or Denied Persons List; or (c) for any prohibited end use, including weapons of mass destruction or other military or intelligence end uses not authorized by U.S. law.

§ 19 · Sanctions and anti-corruption

You represent and warrant that neither you nor any of your Authorized Users is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (b) listed on any U.S. government restricted-party list. You shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

§ 20 · Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government action, fire, flood, earthquake, wildfire, pandemic, epidemic, internet or telecommunications failure, denial-of-service attack, or interruption of utilities.

§ 21 · Changes to this Agreement

Grizzly Systems may modify this Agreement from time to time. If we make a material change, we will provide notice through the Software or by email, and will identify the effective date of the change. The updated Agreement will become effective upon the notice period (which will be at least thirty (30) days for material changes, except for changes required by law or relating to new features). Your continued use of the Software after the effective date constitutes your acceptance of the updated Agreement. If you do not agree to the updated Agreement, you must cease using the Software.

§ 22 · Assignment

You may not assign, delegate, or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Grizzly Systems’ prior written consent. Grizzly Systems may freely assign this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is null and void.

§ 23 · Notices

Grizzly Systems may provide notices to you through the Software, by email to the address associated with your account, or by posting on grizcam.com. You shall provide notices to Grizzly Systems at: Grizzly Systems, Inc., Attn: Legal Department, PO Box 239, Emigrant, MT 59027, USA, with a copy to legal@grizzlysystems.io. Notices are deemed received upon delivery (for hand delivery), upon transmission (for email, absent bounce-back), or three (3) business days after mailing by certified mail.

§ 24 · Governing law and venue

This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Montana, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 25, any judicial action permitted under this Agreement shall be brought exclusively in the state or federal courts located in Yellowstone County, Montana (Billings), and each party irrevocably submits to the personal jurisdiction of, and waives any objection to venue in, those courts.

§ 25 · Mandatory binding arbitration and class-action waiver

25.1 Agreement to arbitrate.

You and Grizzly Systems agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, the GrizCam Hardware, the AI Models, or our relationship (each, a “Dispute”) shall be resolved exclusively through final and binding arbitration, except as set forth in Section 25.6. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

25.2 Informal resolution.

Before initiating arbitration, the parties shall first attempt to resolve any Dispute informally for at least sixty (60) days by sending a written description of the Dispute, including the relief sought, to legal@grizzlysystems.io (for Disputes against Grizzly Systems) or to the email address associated with your account (for Disputes against you).

25.3 Rules and forum.

Arbitration shall be administered by JAMS pursuant to the JAMS Streamlined Arbitration Rules and Procedures (for individual Disputes seeking $250,000 or less) or the JAMS Comprehensive Arbitration Rules and Procedures (for all other Disputes), as in effect at the time of filing. The arbitration shall be conducted by a single arbitrator. The seat of the arbitration shall be Billings, Montana, and the language of the arbitration shall be English. The arbitrator may conduct hearings by video conference at either party’s request.

25.4 Costs.

Each party shall bear its own attorneys’ fees and costs, except as may be awarded by the arbitrator under applicable law. Filing and administrative fees shall be allocated in accordance with the JAMS rules.

25.5 Class action waiver.

To the fullest extent permitted by applicable law, you and Grizzly Systems agree to bring any Dispute in arbitration on an individual basis only, and not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate the claims of multiple parties or preside over any form of representative proceeding. If this class-action waiver is found unenforceable, then the entirety of this Section 25 shall be null and void, but the remainder of this Agreement shall remain in full force and effect.

25.6 Exceptions.

Notwithstanding the foregoing, either party may (a) bring an action in small-claims court for Disputes within that court’s jurisdiction; (b) seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction to prevent or restrain actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights, breach of confidentiality, or violation of Section 3; and (c) pursue any claim or remedy that, under applicable law, may not be subject to mandatory arbitration.

25.7 30-day opt-out right.

You may opt out of this Section 25 by sending a written notice to legal@grizzlysystems.io within thirty (30) days of first accepting this Agreement, including your name, account email, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provisions of this Agreement.

§ 26 · General provisions

26.1 Entire agreement.

This Agreement, together with any Order, the Privacy Policy, the DPA (if applicable), and any other documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of a conflict, the order of precedence is: (1) the body of this Agreement, (2) the DPA, (3) the applicable Order, (4) the Privacy Policy, and (5) any other documents incorporated by reference.

26.2 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to give effect to the parties’ intent to the maximum extent permitted by law.

26.3 Waiver.

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. No failure or delay in exercising any right is a waiver of that right.

26.4 Relationship of the parties.

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

26.5 No third-party beneficiaries.

This Agreement is for the sole benefit of the parties, and there are no third-party beneficiaries.

26.6 Headings.

Section headings are for convenience only and do not affect interpretation.

26.7 Counterparts and electronic acceptance.

This Agreement may be accepted electronically (including by clicking “I Agree”), and such acceptance shall have the same force and effect as a wet-ink signature.

26.8 Contact.

Entity

Grizzly Systems, Inc.

General

info@grizzlysystems.io

Legal

legal@grizzlysystems.io

Privacy

privacy@grizzlysystems.io

Web

grizcam.com

§ 27 · AcknowledgmentAcceptance.

By clicking “I Agree,” installing, or using the Software, you acknowledge that you have read this End User License Agreement, understand it, and agree to be bound by its terms — including the binding arbitration provision and class-action waiver in Section 25 (unless you timely opt out).