# Rungbase Terms of Service

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**Effective date:** [Insert publication date]

These Terms of Service (“Terms”) govern access to Rungbase at [rungbase.com](https://rungbase.com), its browser workspace, its Windows desktop agent, and related services (collectively, the “Service”). The Service is operated by **NTL Software LLC**, an Arizona limited liability company (“NTL,” “we,” “us,” or “our”). Contact us at **[email protected]**.

## 1. Agreement and eligibility

You must agree to these Terms before creating an account or using the Service. If you enter into these Terms for an organization, you represent that you are authorized to bind that organization. “You” means the individual user or, where applicable, that organization. Individual users must also follow these Terms when using an organization workspace.

You must be at least **16 years old** and meet any higher minimum age required where you live. If you have not reached the age of legal majority, your parent or legal guardian must review and affirmatively agree to these Terms and authorize your use through our required consent process before you use the Service. Purchases for a minor must be authorized by an adult with legal authority to make them. We may limit access until these requirements are met.

A user who has not reached legal majority may connect to or operate real machinery through the Service only with authorization and direct supervision from a qualified adult authorized by the equipment owner. Parent or guardian agreement does not replace equipment-owner authorization or workplace safety requirements.

Use may be restricted where required by applicable law, sanctions, export controls, or a necessary service provider’s geographic restrictions. Availability outside the United States does not waive mandatory local protections.

## 2. Accounts and organization workspaces

Provide accurate account information, protect your login credentials and agent access, and notify us promptly if you suspect unauthorized access. Each person must use their own account. You must not share a paid seat to avoid applicable seat charges or use another person’s identity.

Organization administrators manage membership, permissions, subscriptions, and usage within their organization. Members must follow the organization’s authorized access policies.

**Organization projects:** Projects created in an organization workspace are organization-managed content. Subject to permissions, the organization controls those projects, and they remain with the organization when a member leaves, loses access, or deletes their personal account. This allocation of workspace control does not determine ownership of intellectual property belonging to a third party or override a separate agreement between the member, their employer, and the organization’s clients.

**Personal projects:** Projects created in a personal workspace remain in that personal workspace unless you intentionally transfer or share them through available features. Joining an organization does not itself transfer your personal projects to it.

**Personal AI chats:** Organization administrators are not given access to the contents of your personal AI conversations solely because you belong to their organization. They can see organization usage information needed for administration and billing. Content you deliberately apply to an organization project becomes part of that project. Project changes and associated activity records may therefore be accessible to authorized organization members, even when the conversation that produced them remains personal.

These account-access rules permit limited NTL access for the purposes described in Section 7 and our Privacy Policy.

## 3. What the Service provides

Rungbase provides tools for industrial-controls learning, project creation and editing, AI assistance, project organization, and supported controller interactions. Depending on the feature, plan, compatible equipment, and installed agent, it may read controller data, assist with troubleshooting, write values, and download programs.

Features depend on compatibility, controller models and firmware, network conditions, permissions, and available integrations. A feature or displayed result does not establish compatibility with every device or suitability for a particular installation. Pricing and product descriptions identify the features currently offered; planned features are not contractual commitments unless stated in a signed agreement.

We grant you a limited, nonexclusive right to access the Service and use the desktop agent for your authorized activities during your access period, subject to these Terms and your plan. NTL retains its rights in the Service, software, interfaces, and branding, excluding your Customer Content and rights expressly assigned in Section 6.

## 4. Controller access, approval, and machine safety

**Every write through Rungbase to an actual controller or machine requires affirmative user approval before execution.** This includes tag or parameter writes, forces, operating-mode changes, program downloads, and other supported commands that alter a real system. Where proposed program or project changes can be compared, the Service presents those changes for review. Read-only access and edits to a stored project are distinct from applying a write to equipment.

You must not bypass approval controls or use scripts, integrations, or modified agents to defeat them. You must have permission from the equipment and network owner for all access, including reading, uploading controller information, and sending information to AI providers.

Before approving a command, you are responsible for verifying the target device, the proposed operation, relevant system conditions, permissions, and the consequences of the change. Approval does not certify that a command is safe, complete, or correct. A displayed comparison cannot reveal every physical, timing, network, firmware, or process consequence.

Use qualified personnel to review and test code, validate control logic, and carry out commissioning and deployment. Maintain appropriate independent backups, rollback arrangements, emergency stops, interlocks, isolation procedures, and other safeguards required for the installation. Do not rely on a browser session, the agent, cloud connectivity, or an AI response to perform a safety function or guarantee timely control.

**Rungbase is not a certified safety system, safety controller, emergency-stop system, or substitute for required engineering validation.** Do not use it as the sole safeguard where failure could cause injury, death, or serious equipment or environmental damage. Any development of safety-related logic requires the qualified review, independent validation, and certified equipment or processes applicable to that installation.

Connection loss, stale data, partial operations, and uncertain device responses can occur. Independently verify the actual controller state after an operation, especially when completion is uncertain. Stop using the relevant feature if it behaves unexpectedly.

These responsibilities do not exclude obligations or liability that applicable law does not allow NTL to exclude.

## 5. AI assistance and limitations

AI-generated code, explanations, diagnoses, and recommendations may contain errors, omissions, or unsuitable assumptions. AI may not know the complete physical system or current machine state. You must independently evaluate outputs before relying on them, sharing them, or applying them to equipment. Simulated results and educational examples do not establish real-world safety or suitability.

To provide AI features, the Service sends relevant inputs and selected project or controller context to OpenAI through its API. When you enable controller-reading tools, the AI may request additional available information; the context disclosed across an interaction can include substantial portions of a controller or project. The Privacy Policy explains this processing and the distinction between training and retention.

AI outputs may resemble outputs supplied to other users. We do not guarantee that output is unique, copyrightable, free of third-party rights, or suitable for use without review.

We do not use Customer Content to train or fine-tune AI models, or authorize a provider to do so, without a separate express opt-in from a person authorized to grant that permission. Agreeing to these Terms, using AI features, or purchasing a plan does not by itself constitute that opt-in. If a training program is offered, its scope, eligible content, providers, and withdrawal process will be explained separately. An individual user cannot authorize training on organization or client content unless authorized to do so.

## 6. Customer Content and generated output

“Customer Content” means projects, code, manuals, documents, controller information, messages, prompts, and other materials you or your organization provide to the Service. You or the relevant rights holder retain ownership of Customer Content. NTL does not obtain ownership of your projects merely because they are stored or processed through Rungbase.

You grant NTL a nonexclusive, limited license to host, store, reproduce, transmit, analyze, and modify Customer Content only as reasonably necessary to provide your requested features, operate and secure the Service, support you, and meet applicable legal requirements. This permission extends to service providers acting for those purposes. It does not authorize public disclosure, unrelated commercial use, or model training without the separate opt-in described above. After deletion or termination, the license continues only as needed for permitted retention, legal obligations, and winding down processing under the Privacy Policy.

As between NTL and you, and to the extent legally permitted, NTL assigns to you any rights NTL may hold in AI output generated for you. For output created for an organization project, those assigned rights go to the organization. This does not transfer rights in the underlying Service or third-party materials, determine employment or client IP rights, or guarantee that a protectable right exists.

You represent that you have the rights and authorizations needed to provide and process Customer Content, including permission to transmit relevant information to our providers. Obtain permission before uploading employer or client projects subject to confidentiality restrictions. Do not supply information the Service is not authorized or suitable to handle, such as classified information or export-controlled technical data requiring controls we have not expressly agreed to provide.

## 7. Confidentiality and personnel access

We treat nonpublic Customer Content as confidential. We will not publish it, use it for advertising, or disclose it to another customer without your authorization.

Authorized NTL personnel may access projects, personal AI chats, and related information only as reasonably necessary for support, troubleshooting, service operation, security, investigation of suspected misuse, or legal compliance. Access is not limited to occasions when you open a support request, but must serve one of these purposes. Personnel and providers permitted access for service delivery must be subject to appropriate confidentiality obligations.

We may disclose information where legally required or where reasonably necessary to investigate or address fraud, security incidents, or unlawful activity. Where legally permitted and reasonably practicable, we will notify the affected customer of a compulsory disclosure request. Confidentiality obligations do not apply to information that is lawfully public, independently developed without using confidential content, or lawfully received without a confidentiality duty.

Our confidentiality obligations continue for retained nonpublic Customer Content after account closure. Additional security or processing commitments require a separate written agreement; these Terms do not represent a certification or guarantee of absolute security.

## 8. Plans, subscriptions, and AI usage

Plan features, seat quantities, billing intervals, usage limits, taxes, and prices are displayed before purchase. Monthly and annual plans may be offered. A free plan or trial applies only if expressly offered with its applicable limits and conditions.

Stripe processes payments. You authorize only the charges disclosed and agreed to at purchase. An organization’s authorized purchaser is responsible for organization charges.

**Automatic renewal applies only when it is clearly disclosed at checkout and you expressly agree to it.** An agreed recurring subscription renews for the stated interval until canceled. Introducing recurring billing does not by itself enroll a previously nonrecurring purchase in automatic renewal.

You may cancel future renewal through the billing controls provided for your subscription or by emailing [email protected]. Cancellation ordinarily takes effect at the end of the already-paid subscription period, and paid access continues until then, unless access is suspended for a permitted reason or you request account deletion. Cancel before the disclosed renewal time to avoid the next charge. We will provide notices and cancellation methods required by applicable law.

When included AI usage is exhausted, AI features may pause or become limited until usage resets or you purchase additional usage. Additional usage purchases require authorization; exhaustion alone does not authorize an extra charge. The purchase screen must explain the quantity or allowance, price, validity period, reset or rollover rules, and effect of plan changes, cancellation, or account closure. Those disclosed terms apply to the purchase. We will not retroactively impose a shorter expiry on purchased usage. Usage allowances are access rights to Service functionality, not money, transferable currency, or a promise of fixed output quality.

**Payments are nonrefundable except where applicable law requires a refund or we expressly agree otherwise.** This includes fees for partial subscription periods and unused allowances, subject to mandatory withdrawal, cancellation, and digital-service remedies. This clause does not limit your right to dispute an unauthorized or incorrect charge. Contact us promptly about billing errors.

Price increases apply prospectively, with advance notice and any consent required by law. They do not change the price of an already-paid fixed subscription period. Failure to pay may result in suspension after reasonable notice where practicable.

## 9. Acceptable use and third-party rights

You must not:

- Access equipment, networks, accounts, or content without authorization.
- Defeat authentication, tenant separation, approval controls, or usage limits.
- Deploy malicious code, intentionally disrupt systems, or use the Service to cause injury or damage.
- Upload content you lack the right to process, infringe intellectual-property rights, or misuse confidential information.
- Reverse engineer or circumvent protections of the Service except where applicable law permits the activity despite a contractual restriction.
- Resell access, scrape the Service in a disruptive manner, or misrepresent affiliation with NTL or a controller vendor.
- Use the Service in violation of applicable laws, sanctions, export controls, or applicable third-party licensing requirements.

Controller-vendor tools, protocols, firmware, manuals, and integrations may have separate licenses and restrictions. You remain responsible for licenses and permissions required for your use. Rungbase is independently operated and is not endorsed by Rockwell Automation, Allen-Bradley, or another equipment vendor unless we expressly state otherwise in an authorized arrangement. Compatibility does not itself establish vendor approval.

## 10. Availability, changes, and beta features

The Service can be unavailable because of maintenance, failures, security measures, provider outages, or circumstances outside our control. We do not promise uninterrupted access, response times, or an uptime level unless a separate signed agreement provides one.

We may improve or change features. For a material reduction in an already-paid offering or discontinuation, we will provide reasonable advance notice where practicable and any remedy required by applicable law. Security or legal issues may require immediate action. Experimental or beta features may change or end and require additional review before use with equipment.

## 11. Suspension, termination, and data

You may stop using the Service and close your personal account. Stopping use, uninstalling the agent, or deleting a project does not itself cancel an organization subscription; cancel the relevant subscription using Section 8.

We may restrict or suspend access for nonpayment, material violation of these Terms, unlawful use, unauthorized equipment access, or a significant security or safety risk. Where practicable and appropriate, we will notify you and allow an opportunity to remedy the issue. Immediate suspension may be necessary to address an urgent risk. We will limit restrictions to the extent reasonably appropriate to the circumstances.

When access ends, disconnect or uninstall the agent and independently confirm the status of connected equipment. Ending access does not guarantee that previously applied controller changes are reversed.

Personal account deletion does not delete organization-controlled projects. Personal content and organization content are handled according to the applicable account holder’s authority and the Privacy Policy’s retention provisions. Keep independent copies of materials you need. Where reasonably practicable and legally permitted, we will allow a reasonable opportunity to retrieve authorized content before a nonurgent termination. This is not a commitment to a particular export format or to restore deleted material.

## 12. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NTL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE OR OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETE, OR SUITABLE FOR A PARTICULAR MACHINE OR PROCESS.

This disclaimer does not exclude an express commitment in a signed agreement, or a warranty, guarantee, or remedy that applicable law does not permit us to exclude.

## 13. Limitations of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NTL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR PRODUCTION ARISING FROM THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.

SUBJECT TO THE EXCEPTIONS BELOW, NTL’S TOTAL LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO NTL FOR THE RELEVANT ACCOUNT OR ORGANIZATION SUBSCRIPTION DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM. IF THAT AMOUNT IS ZERO, THE LIMIT IS **US $100**. MULTIPLE CLAIMS DO NOT INCREASE THE AGGREGATE LIMIT.

These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, liability for death or personal injury caused by negligence, or any liability or statutory remedy that applicable law does not allow to be limited or excluded. They do not prevent you from recovering refunds that applicable law requires.

The allocation of responsibilities and approval requirements does not release NTL from obligations or liability that cannot legally be waived. Some jurisdictions do not permit particular exclusions or limits; only permitted limitations apply to you.

## 14. Third-party claims by business customers

If you use the Service for a business or organization, you will indemnify NTL against a third party’s claim, including reasonable defense costs, to the extent caused by your unlawful use, unauthorized equipment access, or provision of Customer Content that infringes that third party’s rights. This obligation does not apply to the extent the claim is caused by NTL’s breach, negligence, or misconduct. This section does not apply to an individual using the Service solely as a consumer or learner.

NTL must promptly notify you of the claim, provide reasonable cooperation at your expense, and allow you to control its defense with competent counsel. You may not agree to a settlement admitting fault for NTL, imposing a nonmonetary obligation on NTL, or failing to release NTL without our consent, which will not be unreasonably withheld.

## 15. Governing law and disputes

Arizona law governs these Terms, excluding conflict-of-law rules, except where mandatory law requires otherwise. Subject to mandatory rights, disputes will be brought in state or federal courts located in Maricopa County, Arizona, and the parties consent to those courts’ jurisdiction.

If you are a consumer, this choice of law and forum does not deprive you of mandatory protections or rights to bring proceedings in your local courts where applicable law provides them. You may contact [email protected] to try to resolve a dispute, but doing so is not a prerequisite to exercising a legal right or meeting a filing deadline.

## 16. Updates and general provisions

We may update these Terms. We will provide reasonable advance notice of material changes through the Service or email, except where immediate changes are necessary for legal or security reasons. Changes apply prospectively, and we will obtain new agreement where required. If you do not accept an update, you may stop using the Service and cancel future renewal. An update does not retroactively authorize undisclosed charges or training uses.

These Terms, the terms disclosed for your purchase, and any applicable signed agreement form the agreement for the Service. A signed agreement controls a conflict to the extent it expressly addresses the conflicting subject. The Privacy Policy explains information practices and does not waive statutory privacy rights.

If a provision is unenforceable, the remaining provisions continue to apply. A failure to enforce a provision is not a waiver. Neither party may assign these Terms in a way that prejudices mandatory consumer rights; NTL may transfer them with a merger, acquisition, or sale of the relevant business, subject to confidentiality commitments and applicable law. Provisions that by their nature should continue, including ownership, confidentiality, outstanding payment obligations, permitted liability limitations, and dispute provisions, survive termination.

**Contact:** NTL Software LLC — [email protected]