Terms

SETLINE, INC.

SHEETAGENT SOFTWARE SUBSCRIPTION AND
END USER LICENSE AGREEMENT

SheetAgent for Civil 3D and the Setline Manager Portal

Last Updated	August 24, 2026
Version	2.0

IMPORTANT: THIS AGREEMENT IS A LEGAL CONTRACT. BY ACCEPTING AN ORDER, CLICKING TO ACCEPT, INSTALLING, ACCESSING, OR USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

1. Acceptance; Customer; Authority

Agreement. This SheetAgent Software Subscription and End User License Agreement (the "Agreement") is between Setline, Inc., a Delaware corporation ("Setline"), and the person or legal entity identified in the applicable Order or on whose behalf the Service is accessed or used ("Customer").

Acceptance. Customer accepts this Agreement by signing or accepting an Order that references it, clicking an acceptance button or checkbox, creating or administering a Customer account, installing the Software, accessing the Manager Portal, or using any part of the Service. If Customer does not agree, Customer must not install, access, or use the Service.

Authority. A person accepting this Agreement for an organization represents and warrants that the person has authority to bind that organization. If the person lacks that authority, neither the person nor the organization may use the Service.

Business Use. The Service is offered for business and professional use by engineering, design, construction, surveying, CAD, and related organizations, and not for personal, family, or household use.

2. Definitions

Affiliate. an entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

Authorized Reseller. a third party authorized in writing by Setline to market or resell subscriptions to the Service.

Authorized User. an individual employee or individual contractor of Customer who is assigned a paid or evaluation seat by Customer and uses the Service solely for Customer's benefit.

Beta Feature. a feature identified as beta, preview, early access, experimental, or otherwise not generally available.

Customer Data. account, administrative, billing, configuration, support, or other information submitted by or for Customer to the Service, excluding Telemetry and Drawing Data.

Documentation. Setline's then-current user guides, release notes, technical instructions, and other documentation made available for the Service.

Drawing Data. Customer's drawings, models, layouts, project files, title blocks, standards, templates, references, and other work product stored in Customer's environment.

Order. an ordering document, online checkout, quote, subscription confirmation, or authorized reseller order that identifies the Service, seat quantity, Subscription Term, and applicable fees.

Output. layouts, viewports, objects, metadata, reports, or other results created, edited, or organized through Customer's use of the Software.

Service. collectively, the Software, the Setline Manager Portal, Documentation, licensing and authentication services, and related services Setline provides under an Order.

Software. the object-code version of SheetAgent for Civil 3D, including updates and patches provided by Setline.

Subscription Term. the period during which Customer is authorized to use the Service under an Order, including any renewal term.

Supported Environment. the Autodesk Civil 3D, AutoCAD, operating-system, and related versions that Setline identifies as supported in its then-current Documentation.

Telemetry. the limited account, licensing, usage, and diagnostic information described in Section 9 and the Privacy Policy.

3. Agreement Structure; Orders; Authorized Resellers

Agreement Components. This Agreement, each applicable Order, any data processing addendum or other addendum signed by Setline, and the Privacy Policy govern Customer's use of the Service.

Order of Precedence. If documents conflict, the following order controls: (i) a data processing addendum solely for personal-data processing; (ii) an addendum or Order expressly signed by Setline that identifies the provision it overrides; (iii) this Agreement; and (iv) the Documentation. The Privacy Policy controls solely with respect to Setline's processing of personal information. An Authorized Reseller's order controls only the products, seat quantity, Subscription Term, fees, taxes, payment terms, and renewal mechanics expressly stated in that order.

Authorized Reseller Purchases. When Customer purchases through an Authorized Reseller, the Authorized Reseller is an independent contractor and is not Setline's agent. The Authorized Reseller may not modify this Agreement, grant additional rights, make warranties, accept liability, or otherwise bind Setline. Payment, refund, tax, and reseller-service obligations between Customer and the Authorized Reseller are governed by their order. Setline is not responsible for an Authorized Reseller's acts, omissions, representations, or amounts collected by the Authorized Reseller.

Purchase Orders. A Customer purchase order is for administrative convenience only. Any preprinted, incorporated, or referenced terms in a purchase order, vendor portal, or similar document are rejected and have no force unless Setline expressly accepts them in a writing signed by an authorized Setline representative.

4. License Grant and Permitted Use

Subscription License. Subject to Customer's compliance with this Agreement and the applicable Order remaining in good standing, Setline grants Customer, during the Subscription Term, a limited, non-exclusive, non-sublicensable, non-transferable license to permit the purchased number of Authorized Users to install and use the Software in object-code form in a Supported Environment and to access the Manager Portal, solely for Customer's internal business operations.

Client Project Work. Customer may use the Service to perform engineering, design, drafting, construction, surveying, CAD, and related professional services for Customer's clients. This permission does not allow Customer to sublicense the Service, expose its functionality to a third party, operate it as a service bureau, or permit a client or other third party to access or control the Service unless that person is an Authorized User under Customer's Order.

Devices. An Authorized User may install the Software on more than one Customer-controlled or Customer-authorized device used by that Authorized User, subject to Setline's technical licensing controls. A seat remains assigned to one individual and may not be used by another individual merely because the first individual is not using it concurrently.

Affiliates and Contractors. An Affiliate may use the Service only if the Affiliate is identified in the Order or separately purchases seats. Customer may assign seats to individual contractors performing services solely for Customer, provided Customer remains responsible for each contractor's compliance and the contractor does not use the seat for another customer or organization.

Documentation. Customer may use and make a reasonable number of internal copies of the Documentation solely in connection with its authorized use of the Service.

5. Seats; Administration; Verification

Named-User Seats. Each seat is a named-user seat assigned through the Setline Manager Portal to one Authorized User. Credentials, Autodesk identities, activations, or seats may not be shared, pooled, or used by more individuals than the number of seats purchased.

Reassignment. Customer may reassign a seat for legitimate personnel, role, leave, or staffing changes. Customer may not rotate or repeatedly reassign seats to avoid purchasing the number of seats required for its active users.

Separate Organizations. Seats, accounts, and volume quantities may not be pooled, aggregated, or shared across unrelated legal entities, separate end customers, or multiple reseller customers. Affiliates count as separate organizations unless the applicable Order expressly includes them.

Administrators. Customer is responsible for designating account managers, maintaining accurate Authorized User information, promptly removing access for departed or unauthorized users, and protecting credentials and multifactor-authentication methods.

Entitlement Verification. The Service may periodically communicate with Setline's licensing and authentication systems to confirm identity, subscription status, seat assignment, and permitted use. Setline may use those systems and Telemetry to enforce seat limits and may reasonably request written certification of compliance no more than once per twelve-month period, unless Setline reasonably suspects material misuse.

6. Restrictions

Prohibited Conduct. Except to the extent a restriction is prohibited by applicable law, Customer will not, and will not permit any other person to:

copy the Software except for reasonable backup or deployment copies authorized by the Documentation;

modify, translate, adapt, create derivative works from, decompile, disassemble, reverse engineer, or otherwise attempt to discover source code, algorithms, data structures, non-public interfaces, or underlying ideas of the Service;

circumvent, disable, tamper with, or defeat licensing, authentication, security, usage, seat, or technical restrictions;

sell, resell, sublicense, rent, lease, distribute, publish, transfer, host, outsource, timeshare, or otherwise make the Service available to a third party except as expressly permitted by Section 4;

use the Service primarily to develop, train, test, validate, improve, benchmark, or market a competing commercial product or service, or knowingly permit a competitor to access non-public portions of the Service, without Setline's prior written consent;

publish or disclose non-public benchmark, security, vulnerability, or performance testing results without Setline's prior written consent;

remove, obscure, or alter proprietary notices, attribution, trademarks, or license information;

use automated means to scrape or extract data from the Manager Portal except through a documented interface expressly authorized by Setline;

introduce malicious code, interfere with the integrity or performance of the Service, or attempt unauthorized access to Setline systems or another customer's account or data;

use the Service in violation of law, sanctions, export controls, third-party rights, or applicable Autodesk terms; or

represent that Setline has reviewed, certified, sealed, approved, or assumed professional responsibility for Customer's Drawing Data, Output, or deliverables.

7. Third-Party Platforms and Components

Required Third-Party Products. The Software is designed to operate with certain versions of Autodesk Civil 3D, AutoCAD, Microsoft Windows, and other third-party products. Customer is responsible for separately obtaining and maintaining all required third-party licenses, accounts, hardware, and connectivity.

No Control. Setline does not control third-party products and is not responsible for changes, outages, defects, deprecations, compatibility limitations, license requirements, or security issues caused by them. A third party's change may require a Software update, may delay compatibility, or may prevent continued use in a particular environment.

Third-Party Notices. The Service may include third-party or open-source components governed by their applicable notices and license terms. Those terms control solely with respect to the applicable component.

Autodesk Relationship. Autodesk, AutoCAD, and Civil 3D are trademarks of Autodesk, Inc. SheetAgent is independently developed by Setline. Setline and SheetAgent are not affiliated with, sponsored by, endorsed by, or warranted by Autodesk, Inc.

8. Ownership; Drawing Data; Output; Feedback

Setline Ownership. The Service is licensed, not sold. Setline and its licensors retain all right, title, and interest in and to the Service, Documentation, designs, workflows, interfaces, software, updates, improvements, derivative works, trademarks, and related intellectual-property rights. No rights are granted except the limited rights expressly stated in this Agreement.

Customer Ownership. As between Setline and Customer, Customer retains all right, title, and interest in its Drawing Data, Customer Data, and Output, subject to Setline's ownership of the Service and any third-party rights. Use of the Service does not transfer ownership of Customer's drawings or project work to Setline.

Support Materials. If Customer voluntarily provides Drawing Data, screenshots, logs, or other materials to Setline for support, testing, or troubleshooting, Customer grants Setline a limited right to use those materials only to provide the requested assistance, improve the Service based on non-identifying learnings, and comply with law. Setline will treat non-public support materials as Customer Confidential Information under Section 14.

Feedback. Customer may provide ideas, suggestions, or feedback. Customer grants Setline a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation, provided Setline does not publicly identify Customer as the source without Customer's permission.

9. Privacy; Telemetry; Data Security

Privacy Policy. Setline processes personal information as described in the Setline Privacy Policy available at https://setline.ai/privacy/ (the "Privacy Policy"). Customer acknowledges that the Privacy Policy may be updated as stated in that policy.

Local Drawing Operation. The Software operates locally in Customer's environment and is designed not to transmit the contents of Drawing Data to Setline. This statement does not apply when Customer voluntarily sends Drawing Data or related materials to Setline for support, testing, or another requested purpose.

Telemetry. To operate licensing, provide Customer reports, maintain security, improve reliability, and support the Service, Setline may collect limited Telemetry, including the signed-in work email address; Autodesk identity information used to link or authenticate the account; anonymous machine and session identifiers; Software and supported-platform version information; SheetAgent command names; counts of layouts or similar items built, updated, audited, or skipped; subscription and seat status; timestamps and durations; results; and diagnostic exception messages. Telemetry is not intended to include drawing geometry, drawing contents, model contents, or project-file contents.

Aggregated Data. Setline may generate and use aggregated or de-identified usage statistics for analytics, product improvement, reporting, and marketing, provided the information does not identify Customer, an Authorized User, a client, or a project. Setline will not publicly identify Customer or use Customer's name or logo without written permission.

Customer Responsibility. Customer is responsible for providing required notices and obtaining any consents necessary for Setline to process account information and Telemetry relating to Customer's Authorized Users.

Security. Setline will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Customer Data processed by the Service. No system or transmission method is completely secure, and Setline does not warrant absolute security.

10. Customer Responsibilities; Professional Review; Backups

Nature of the Software. The Software is a drafting, documentation, coordination, and workflow-automation tool. When directed by an Authorized User, it may create, edit, update, reorganize, or delete layouts, viewports, references, objects, metadata, and related content in Drawing Data. It may produce unintended results due to user input, configuration, drawing conditions, third-party software behavior, defects, or other causes.

Backups. Before installation, update, configuration, or use of the Software, Customer must maintain current, separate, and recoverable backups of Drawing Data and must follow Customer's document-control, versioning, and disaster-recovery procedures. Customer should evaluate new versions and material workflow changes on copies or non-production files before broader deployment.

Verification. Customer is solely responsible for independently reviewing, verifying, testing, and approving all Output and all changes made through the Service before relying on them or incorporating them into a submittal, deliverable, construction document, permit document, or other professional work product.

Professional Responsibility. Setline does not provide engineering, architectural, surveying, construction, legal, code-compliance, or other professional services through the Service. The Service does not replace professional judgment, supervision, quality control, sealing, certification, or regulatory review. Customer and its licensed professionals retain sole responsibility for all professional services and deliverables.

Compliance and Suitability. Customer is solely responsible for determining whether the Service and its Output are suitable for Customer's projects, standards, contracts, laws, codes, regulations, permit requirements, and client obligations.

Safety-Critical Reliance. Customer will not use the Service or its Output as the sole basis for a decision where an error could reasonably be expected to cause death, personal injury, material property damage, or a material violation of law. This provision does not prohibit ordinary professional use when qualified personnel independently review and approve the resulting work.

11. Trials and Beta Features

Trials. If Setline provides a free trial, Customer may use the Service during the period and for the number of seats stated in the trial confirmation solely to evaluate the Service for Customer's business. Customer may evaluate the Service using Customer files, but remains fully responsible for backups, verification, professional review, and project use. A trial creates no purchase commitment and does not automatically convert to a paid subscription unless Customer affirmatively accepts a paid Order.

Trial Conditions. Trial access may be subject to company-domain verification, seat caps, one-trial-per-company limits, and reasonable anti-abuse controls. Setline may suspend or end a trial for misuse, security risk, or violation of this Agreement. No service-level commitment is provided for trials.

Beta Features. Beta Features are optional and may be incomplete, changed, suspended, or discontinued at any time. Customer uses Beta Features at its own risk and should not rely on them for production deadlines or final deliverables without independent validation. Information about a private Beta Feature is Setline Confidential Information unless Setline states otherwise.

12. Subscription Term; Renewal; Fees

Subscription Term. The initial Subscription Term and seat quantity are stated in the Order. Unless an Order states otherwise, a paid subscription has a one-year initial term and automatically renews for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Renewal Notices and Cancellation. Setline will provide renewal notices and cancellation methods required by applicable law. For subscriptions purchased directly from Setline, Customer may give non-renewal notice through the Manager Portal or by emailing info@setline.ai. For subscriptions purchased through an Authorized Reseller, Customer must follow the renewal and cancellation process stated in the reseller order.

Fees and Taxes. Fees are stated in the Order and, unless stated otherwise, are due annually in advance. Customer is responsible for sales, use, value-added, withholding, and similar taxes, excluding taxes based on Setline's net income. Direct-payment terms are governed by the Setline Order; payments to an Authorized Reseller are governed by the reseller order.

Seat Changes. Additional seats may be added during a Subscription Term and may be prorated for the remaining term at the rate applicable to the Order. Seat reductions take effect at renewal and do not create a refund or credit for the current term.

No Refunds. Except as required by law or expressly stated in a signed Order, paid fees are non-cancelable and non-refundable, and Customer may not offset amounts owed to Setline.

Price Changes. Setline may change pricing for a renewal term by providing at least sixty (60) days' notice before the renewal date. A price change does not apply during the then-current paid term unless Customer affirmatively orders additional seats or services at the then-current price.

No Dependency on Future Features. Customer's purchase is not contingent on delivery of future functionality, roadmap items, or any oral or written statement about future products or features unless expressly stated in an Order signed by Setline.

13. Updates; Support; Service Changes

Updates. Setline may provide patches, updates, or new versions. An update may be required for licensing, security, compatibility, support, or continued functionality. Updates are part of the Software and governed by this Agreement unless Setline provides different terms with the update.

Supported Environments. Setline may add or discontinue support for Autodesk, AutoCAD, Civil 3D, Windows, or other third-party versions. Setline will use commercially reasonable efforts to provide advance notice before discontinuing support for a previously supported production environment when practicable.

Support. Setline may provide standard support and Documentation during an active paid Subscription Term. No response time, resolution time, uptime commitment, or service level applies unless stated in a separate written agreement signed by Setline.

Service Changes. Setline may improve, modify, replace, or discontinue features. During a paid Subscription Term, Setline will not intentionally remove the Service's core licensed functionality without reasonable notice, except where required for security, legal compliance, third-party platform changes, or prevention of material harm.

14. Confidentiality

Confidential Information. "Confidential Information" means non-public technical, security, product, business, pricing, customer, project, or operational information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential. Customer Confidential Information includes non-public support materials and Drawing Data voluntarily provided to Setline. Setline Confidential Information includes non-public Software information, security information, private Beta Features, roadmaps, and non-public Documentation.

Exclusions. Confidential Information does not include information that Recipient can document: (i) is or becomes public without Recipient's breach; (ii) was lawfully known without restriction before disclosure; (iii) is received lawfully from a third party without confidentiality duty; or (iv) is independently developed without use of the Confidential Information.

Protection and Use. Recipient will use the Discloser's Confidential Information only to perform or exercise rights under this Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, and professional advisers who need to know it and are bound by protective obligations.

Required Disclosure. Recipient may disclose Confidential Information when required by law or valid legal process, provided Recipient gives prompt notice when legally permitted and reasonably cooperates, at Discloser's expense, with efforts to seek confidential treatment.

Duration. These confidentiality obligations continue for three (3) years after disclosure, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

15. Suspension

Grounds. Setline may suspend affected access to the Service if: (i) Customer's use creates an imminent security risk or material threat to the Service or another customer; (ii) Setline reasonably suspects fraud, license circumvention, unauthorized access, or unlawful use; (iii) Customer materially exceeds purchased seats; (iv) Customer fails to pay undisputed direct fees after the notice stated in Section 16; or (v) suspension is required by law or a third-party platform provider.

Scope and Notice. When practicable, Setline will provide notice and limit a suspension to the affected users, systems, or functionality. Suspension does not excuse amounts due or extend the Subscription Term. Setline will restore access after the cause is cured to Setline's reasonable satisfaction.

16. Term and Termination

Term. This Agreement begins when Customer first accepts it and continues while Customer has an account, an active trial or Subscription Term, or possession of the Software.

Termination for Breach. Either party may terminate this Agreement or an affected Order if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice. For nonpayment of undisputed direct fees, Setline may suspend access after ten (10) days' written notice and may terminate if the nonpayment remains uncured for thirty (30) days.

Immediate Termination. Setline may terminate immediately for intentional license circumvention, unauthorized distribution, material infringement or misappropriation of Setline's intellectual property, unlawful use creating material risk, or a breach that cannot reasonably be cured.

Insolvency. Either party may terminate if the other becomes insolvent, makes an assignment for the benefit of creditors, ceases business, or becomes subject to a bankruptcy or similar proceeding that is not dismissed within sixty (60) days, subject to applicable bankruptcy law.

Effect. Upon expiration or termination, all licenses end and Customer must stop using and uninstall the Software, except that Customer may retain Documentation and records required by law. Termination does not entitle Customer to a refund except where expressly stated in a signed Order and does not affect accrued rights or payment obligations.

Survival. Sections concerning ownership, confidentiality, accrued payments, disclaimers, limitations of liability, indemnification, governing law, and provisions that by their nature should survive will survive expiration or termination.

17. Warranty Disclaimer

As Is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, SOFTWARE, DOCUMENTATION, BETA FEATURES, TRIALS, OUTPUT, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

Disclaimed Warranties. SETLINE AND ITS LICENSORS, SUPPLIERS, AND AUTHORIZED RESELLERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

No Operational Warranty. SETLINE DOES NOT WARRANT THAT THE SERVICE OR OUTPUT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH EVERY DRAWING OR ENVIRONMENT, OR FREE FROM DATA LOSS OR CORRUPTION; THAT DEFECTS WILL BE CORRECTED; OR THAT THIRD-PARTY PRODUCTS OR LICENSING SERVICES WILL REMAIN AVAILABLE.

No Additional Warranty. NO ORAL OR WRITTEN INFORMATION, DEMONSTRATION, ROADMAP, RESELLER STATEMENT, OR SUPPORT COMMUNICATION CREATES A WARRANTY OR COMMITMENT UNLESS EXPRESSLY INCLUDED IN AN ORDER OR ADDENDUM SIGNED BY SETLINE.

Mandatory Rights. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS. TO THAT EXTENT ONLY, THE DISCLAIMERS ABOVE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18. Limitation of Liability

Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETLINE, ITS AFFILIATES, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, AND AUTHORIZED RESELLERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES; LOSS OR CORRUPTION OF DATA; COST OF RESTORATION OR SUBSTITUTE SERVICES; LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS, OR OPPORTUNITY; BUSINESS INTERRUPTION OR DELAY; CLIENT CLAIMS; PROFESSIONAL FEES; OR REGULATORY OR CONTRACTUAL PENALTIES, ARISING OUT OF OR RELATING TO THE SERVICE, OUTPUT, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETLINE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, ANY ORDER, OR THIS AGREEMENT, UNDER ALL THEORIES OF LIABILITY AND FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF: (I) THE SUBSCRIPTION FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM; OR (II) ONE HUNDRED U.S. DOLLARS (US $100).

Allocation of Risk. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND ARE A FUNDAMENTAL BASIS OF THE PARTIES' BARGAIN. THEY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Non-Excludable Liability. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT IT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY THAT APPLICABLE LAW PROHIBITS A PARTY FROM CONTRACTUALLY EXCUSING.

Customer Obligations. THE LIMITATIONS IN THIS SECTION DO NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS OR CUSTOMER'S LIABILITY FOR VIOLATING SECTION 6, MISAPPROPRIATING SETLINE INTELLECTUAL PROPERTY, BREACHING CONFIDENTIALITY, OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS.

19. Customer Indemnification

Covered Claims. Customer will defend, indemnify, and hold harmless Setline, its Affiliates, and their officers, directors, employees, and agents from third-party claims, demands, actions, damages, judgments, settlements, penalties, liabilities, costs, and reasonable attorneys' fees arising out of or relating to: (i) Customer's Drawing Data, Customer Data, Output, client deliverables, or professional services; (ii) Customer's or an Authorized User's unlawful use, misuse, or use contrary to this Agreement or the Documentation; (iii) Customer's failure to review, verify, approve, or maintain backups of Output or Drawing Data; (iv) Customer's infringement or violation of a third-party right; or (v) Customer's material breach of this Agreement.

Exclusion. Customer has no indemnification obligation to the extent a covered claim is finally determined to have resulted directly from Setline's gross negligence, willful misconduct, or violation of law.

Procedure. Setline will provide prompt notice of a covered claim, provided delay will relieve Customer only to the extent materially prejudiced. Customer may control the defense with counsel reasonably acceptable to Setline. Setline will reasonably cooperate at Customer's expense and may participate with its own counsel at its own expense. Customer may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release Setline without Setline's prior written consent, not to be unreasonably withheld.

20. Export Controls and Sanctions

Compliance. Customer will comply with applicable United States and other export-control, sanctions, and import laws. Customer will not export, re-export, transfer, provide, or use the Service in an embargoed destination, for a prohibited end use, or for or on behalf of a restricted person or entity, except as authorized by applicable law.

Representations. Customer represents that it and its Authorized Users are not prohibited from receiving the Service under applicable sanctions or export-control laws and will not use the Service in connection with prohibited weapons, military-intelligence, or other restricted end uses.

21. United States Government Users

Commercial Product. The Software and Documentation are commercial products and commercial computer software developed exclusively at private expense. United States Government use, duplication, or disclosure is subject to the commercial license rights and restrictions in this Agreement and applicable procurement regulations.

22. Governing Law; Venue; Jury Trial Waiver

Governing Law. This Agreement and each dispute arising out of or relating to it or the Service are governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Exclusive Venue. The parties consent to the exclusive jurisdiction and venue of the state courts located in San Francisco County, California, and the United States federal courts located in the Northern District of California, for any dispute arising out of or relating to this Agreement or the Service.

Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

23. Equitable Relief

Injunctive Relief. Actual or threatened misuse of the Service, violation of Section 6, infringement or misappropriation of intellectual property, or breach of confidentiality may cause irreparable harm for which monetary damages are inadequate. The affected party may seek temporary, preliminary, and permanent equitable relief without waiving other remedies and, to the extent permitted by law, without posting bond.

24. Changes to this Agreement

Updates. Setline may update this Agreement from time to time. Setline will post the updated version and update its effective date. For a material change affecting an active paid subscription, Setline will provide at least thirty (30) days' advance notice by email or through the Manager Portal, and the change will take effect at the next renewal unless Customer affirmatively accepts it earlier.

Immediate Changes. A change may take effect sooner when reasonably necessary to comply with law, address a material security risk, prevent abuse, or implement a third-party platform requirement. Setline will provide notice when practicable. Changes to trial or Beta Features may take effect upon posting or notice.

No Retroactive Reduction. An update will not retroactively reduce liability for events occurring before the update's effective date or materially reduce Customer's paid license rights during the then-current Subscription Term, except as permitted by Section 24(b).

25. General

Assignment. Customer may not assign or transfer this Agreement, an Order, an account, or a license without Setline's prior written consent, including by operation of law, except that Customer may assign the entire Agreement to a successor in connection with a merger or sale of substantially all assets upon prior written notice if the successor is not a Setline competitor and assumes all obligations in writing. Setline may assign this Agreement to an Affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of the relevant business or assets.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, utility or internet failures, government action, epidemics, cyberattacks not caused by a failure to use commercially reasonable safeguards, or third-party platform outages. This provision does not excuse Customer's obligation to pay fees already due.

Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, fiduciary, employment, agency, or joint-venture relationship. Neither party may bind the other.

No Third-Party Beneficiaries. Except for the Setline parties expressly protected by Sections 18 and 19, this Agreement creates no third-party beneficiary rights.

Notices. Legal notices to Setline must be sent to info@setline.ai with the subject line "Legal Notice". Notices to Customer may be sent to the billing, manager, or account email address on file. Notice is effective upon confirmed receipt, except routine Service notices may be provided through the Manager Portal or Documentation.

Waiver. A waiver is effective only if in writing and signed by the waiving party. Failure or delay in exercising a right is not a waiver, and a waiver on one occasion is not a waiver on another.

Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified only as necessary to make it enforceable. The remaining provisions remain in effect.

Entire Agreement. The documents identified in Section 3 constitute the entire agreement regarding the Service and supersede prior or contemporaneous proposals, communications, understandings, and agreements on that subject. Any amendment must comply with Section 24 or be in a writing signed by authorized representatives of both parties.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa. This Agreement will not be construed against either party as drafter.

Electronic Records. Orders, acceptances, notices, and signatures may be made electronically and will have the same effect as originals. Customer may retain a copy of this Agreement for its records.