Hill EEP — Terms of Service

Hill EEP is a project-centric engineering execution software platform designed to support project-intensive organizations in managing and coordinating engineering and project workflows.

Depending on configuration, Hill EEP may provide or support capabilities including commercial opportunity management, project management, engineering deliverables, scheduling, resource management, timekeeping, project controls, document control, reviews and approvals, procurement, risk and change management, meetings and action tracking, construction management, quality governance, turnover and closeout, reporting, and project intelligence.

Hill EEP may also integrate with third-party systems that remain authoritative for certain information or functions.

Hill EEP is a software platform. It is not itself an engineering firm, accounting firm, safety consultant, legal adviser, certification body, or regulatory authority.

Hill EEP is intended for business and professional use.

You must be at least eighteen (18) years old to use the Service.

The Service may be provided to organizations, enterprises, small businesses, individual professional subscribers, design partners, pilot customers, consultants, vendors, clients, or other authorized professional users.

You may not use Hill EEP for personal consumer purposes unrelated to legitimate business or professional activity.

Organizations subscribing to or otherwise receiving access to Hill EEP are referred to as "Customers."

A Customer may authorize employees, contractors, consultants, clients, vendors, or other users to access the Service ("Authorized Users").

Customers are responsible for:

1. a.determining which users should receive access;
2. b.assigning appropriate roles and permissions;
3. c.maintaining the accuracy of account and organizational information;
4. d.promptly removing access when it is no longer required; and
5. e.ensuring that Authorized Users comply with these Terms.

Users must maintain the confidentiality of their authentication credentials and may not knowingly permit unauthorized persons to access their accounts.

Hill EEP authentication is currently provided through an external identity and authentication service. Hill EEP does not currently store users' passwords directly.

Commercial terms may be established through a separate proposal, quote, Order Form, statement of work, subscription agreement, pilot agreement, enterprise agreement, or similar document ("Order Form").

An Order Form may specify matters including pricing, subscription term, number of users, implementation services, configuration, onboarding, support arrangements, renewal terms, or additional contractual conditions.

If an Order Form conflicts with these Terms, the Order Form will control to the extent of that conflict.

Hill EEP may be offered through:

• SaaS subscriptions;
• enterprise licensing arrangements;
• paid or unpaid design-partner pilots;
• implementation and configuration services;
• onboarding and training services; or
• other commercial arrangements agreed in writing.

Unless expressly stated in an Order Form, no particular service level, uptime percentage, response time, or support SLA is guaranteed.

Subject to these Terms, payment of applicable fees, and any applicable Order Form, Hill grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use Hill EEP during the applicable subscription or authorization period for Customer's internal business purposes.

No ownership interest in Hill EEP is transferred to Customer.

Users may not:

1. a.use the Service unlawfully or in violation of applicable laws or regulations;
2. b.attempt to gain unauthorized access to accounts, tenants, systems, data, or infrastructure;
3. c.circumvent security controls, permissions, tenant isolation, usage restrictions, or technical safeguards;
4. d.conduct penetration testing, vulnerability scanning, or security testing without Hill's prior written authorization;
5. e.introduce malware, ransomware, malicious code, or other harmful material;
6. f.interfere with or disrupt the Service;
7. g.use automated means to scrape or extract substantial portions of the Service except through authorized APIs or export functions;
8. h.use the Service to infringe intellectual property, privacy, contractual, or other rights;
9. i.share credentials in a manner that defeats licensed-user restrictions;
10. j.reverse engineer, decompile, disassemble, or attempt to derive source code except to the limited extent such restriction is prohibited by law;
11. k.use Hill EEP to develop or train a substantially competing product through unauthorized extraction of platform functionality, documentation, or proprietary workflows; or
12. l.use the Service in a manner reasonably likely to cause material harm to Hill, another Customer, or the Platform.

Hill may suspend access reasonably necessary to address security threats, unlawful use, material violations of these Terms, or threats to Platform integrity.

"Customer Data" means data, documents, records, files, project information, communications, configurations, or other content submitted to or processed through Hill EEP on behalf of Customer.

As between Hill and Customer, Customer retains ownership of Customer Data.

Customer grants Hill a limited right to host, copy, transmit, process, display, back up, and otherwise use Customer Data solely as reasonably necessary to:

• provide and maintain the Service;
• provide authorized support;
• secure and protect the Service;
• fulfill Customer instructions;
• comply with applicable law; and
• perform other activities permitted by the applicable agreement.

Customer represents that it has sufficient rights and lawful authority to provide Customer Data to Hill EEP and to authorize its processing.

Each party may receive nonpublic business, technical, commercial, financial, project, operational, or other confidential information from the other party.

The receiving party will use reasonable care to protect the disclosing party's Confidential Information and will use it only as necessary to perform or receive services under the parties' agreement.

Confidential Information does not include information that the receiving party can demonstrate:

1. a.was lawfully known without confidentiality restrictions before disclosure;
2. b.becomes publicly available without breach of an obligation;
3. c.is received lawfully from another source without confidentiality restrictions; or
4. d.is independently developed without use of the disclosing party's Confidential Information.

Disclosure required by applicable law, regulation, subpoena, or court order is permitted, subject where legally permissible to reasonable notice to the affected party.

Hill may generate and use statistical, aggregated, or de-identified information derived from use of the Service for purposes such as improving reliability, understanding product usage, planning capacity, improving features, benchmarking technical performance, and developing the Service.

Such information will not be used in a manner intended to reasonably identify a Customer or individual.

Hill does not acquire ownership of identifiable Customer Data through this provision.

Hill EEP may include optional artificial intelligence ("AI") functionality.

AI capabilities may be enabled, disabled, or configured by Customer or Hill depending on product configuration.

AI features may process user prompts and selected Platform information through third-party AI service providers. Hill uses technical controls intended to exclude certain sensitive fields from AI processing where supported by the Platform.

AI-generated information may be incomplete, incorrect, outdated, misleading, or otherwise unsuitable for a particular decision.

AI output is advisory and must be independently reviewed by qualified users before being relied upon.

AI output does not constitute:

• professional engineering judgment;
• legal advice;
• accounting or financial advice;
• safety advice;
• regulatory interpretation;
• certification;
• approval of engineering designs; or
• authorization to perform a controlled project action.

Where Hill EEP proposes AI-assisted actions, authoritative actions remain subject to applicable user confirmation and governed workflows.

Hill does not authorize AI subprocessors to use Customer Data for purposes beyond providing applicable services where such restrictions are supported by the relevant contractual arrangements. AI processing remains subject to the terms, privacy practices, and data-processing arrangements of applicable subprocessors.

Hill EEP may connect or interoperate with external systems such as enterprise resource planning systems, accounting systems, scheduling tools, document management systems, Microsoft 365, collaboration platforms, timekeeping systems, or other third-party applications.

Some integrations may be native, optional, in development, pilot-only, or unavailable for a particular Customer.

Third-party systems may remain authoritative for information maintained within those systems.

Hill is not responsible for:

• availability or performance of third-party services;
• changes made by third-party providers;
• third-party authentication or permissions;
• data errors originating in third-party systems; or
• third-party terms, policies, or security practices.

Customer is responsible for obtaining appropriate licenses, permissions, approvals, and administrative consent for third-party integrations.

Hill EEP is a software product and does not provide professional engineering services through operation of the Platform.

Use of Hill EEP does not replace:

• professional engineering judgment;
• review by appropriately qualified or licensed professionals;
• engineer-of-record responsibilities;
• professional stamping or sealing requirements;
• jurisdiction-specific engineering requirements;
• technical verification of designs, drawings, calculations, specifications, or deliverables; or
• Customer's professional standard of care.

The existence of a workflow, approval, review, status, calculation, alert, or record in Hill EEP does not independently establish engineering adequacy, code compliance, regulatory approval, or fitness for construction or operation.

Hill EEP may facilitate recording of construction information including field activities, work packages, inspections, punch items, safety observations, site instructions, quality deficiencies, completion information, materials, and turnover records.

Hill EEP does not replace or assume responsibility for:

• site-specific safety programs;
• OSHA or other regulatory compliance;
• competent-person responsibilities;
• job hazard analyses;
• inspections required by law;
• contractor safety obligations;
• owner safety responsibilities;
• construction supervision;
• permitting requirements; or
• professional evaluation of hazardous conditions.

Users remain responsible for appropriate professional, regulatory, safety, and field judgment.

No Platform status or record should be interpreted as a guarantee that a site, system, activity, design, or condition is safe.

Hill EEP may provide functionality intended to support organizations operating under project-management, quality-management, systems-integration, or other recognized frameworks, including ISO, PMI, and CSIA frameworks.

Any Standards Alignment, Framework Coverage, Governance Mapping, Control Mapping, or Evidence Mapping presented in Hill EEP is informational.

Hill EEP does not independently certify, accredit, audit, or guarantee an organization's compliance or conformity with ISO, PMI, CSIA, or any other external framework.

Customers remain responsible for obtaining qualified professional or third-party assessment where formal certification, compliance verification, or accreditation is required.

Customer is responsible for:

1. a.the accuracy and legality of Customer Data;
2. b.determining appropriate user access;
3. c.maintaining appropriate internal controls;
4. d.reviewing outputs, calculations, reports, recommendations, and AI-generated information;
5. e.maintaining copies or exports of information where independently required by Customer policy or law;
6. f.complying with professional, legal, safety, record-retention, tax, employment, and regulatory requirements applicable to Customer; and
7. g.determining whether Hill EEP is suitable for Customer's specific business requirements.

Hill may provide features designated as Beta, Preview, Pilot, Experimental, Early Access, Design Partner, or similar.

Such features may:

• change without notice;
• contain defects;
• be incomplete;
• be discontinued;
• have reduced availability;
• use different processing workflows; or
• not be covered by future service-level commitments.

Customer agrees that pilot and pre-release functionality should not be relied upon for mission-critical purposes unless expressly agreed in writing.

Fees, billing schedules, renewal arrangements, user counts, and payment terms will be identified in the applicable Order Form.

Unless otherwise stated, fees are exclusive of applicable sales, use, excise, value-added, or similar taxes.

Customer is responsible for applicable taxes other than taxes imposed on Hill's net income.

Hill may suspend paid Service access for material nonpayment after reasonable notice, subject to the applicable Order Form.

Hill will use commercially reasonable efforts to operate and maintain the Service.

The Service may occasionally be unavailable because of:

• scheduled or emergency maintenance;
• upgrades or deployments;
• cloud infrastructure failures;
• internet or telecommunications failures;
• third-party service failures;
• security incidents;
• force majeure events; or
• circumstances outside Hill's reasonable control.

No specific uptime commitment applies unless stated in a separate SLA or Order Form.

Hill maintains technical and organizational controls intended to protect Customer Data, including authentication, tenant-scoped access, role and permission controls, audit logging, and other application safeguards.

No information system can be guaranteed completely secure.

Customer agrees to notify Hill promptly at [email protected] if Customer becomes aware of suspected unauthorized access, credential compromise, security vulnerabilities, or misuse affecting Hill EEP.

Personal information is handled in accordance with the Hill EEP Privacy Policy: hillprojectservices.com/hill-eep/privacy

Enterprise Customers may request a separate Data Processing Addendum where appropriate.

During pilot, beta, demonstration, testing, and stabilization periods, authorized Hill personnel may have elevated Platform access reasonably necessary to test, troubleshoot, secure, support, or validate the Service.

Following general commercial deployment, access by Hill personnel to Customer project content will be limited to authorized support requested by Customer except where access is reasonably necessary for security, maintenance, service integrity, legal compliance, or protection of the Platform.

Administrative access will be logged where technically practicable.

Hill personnel do not impersonate Customer users through the current Platform architecture.

Upon termination or expiration of Customer's Service, Customer's active access may end on the applicable termination date.

Unless otherwise agreed:

• Customer may request a reasonable export of available Customer Data for up to thirty (30) days following termination.
• Hill may thereafter delete or anonymize active Customer Data, generally within ninety (90) days following the expiration of the 30-day export period, subject to technical limitations and applicable retention requirements.

Certain information may be retained longer when reasonably necessary for:

• legal compliance;
• financial integrity;
• security;
• fraud prevention;
• dispute resolution;
• regulatory obligations;
• contract enforcement;
• immutable audit history; or
• legitimate record-retention requirements.

Backup copies may remain until overwritten or deleted in accordance with applicable infrastructure-provider retention schedules.

Hill may suspend or terminate access if Customer:

• materially violates these Terms;
• fails to pay amounts when due after applicable notice;
• uses the Service unlawfully;
• creates a material security risk;
• attempts unauthorized access; or
• materially interferes with Platform operation.

Where reasonably practicable, Hill will provide notice and an opportunity to cure before termination for breach.

Either party may terminate according to the applicable Order Form.

Hill Project Services LLC and its licensors retain all right, title, and interest in and to:

• Hill EEP software;
• source code and object code;
• application architecture;
• database and schema design;
• workflows and workflow architecture;
• templates;
• methodologies;
• user interfaces;
• platform configuration structures;
• documentation;
• APIs;
• algorithms;
• system designs;
• trademarks;
• product names; and
• other Platform intellectual property.

Except for the limited use rights expressly granted in these Terms, no rights are transferred to Customer.

If Customer voluntarily provides suggestions, enhancement requests, ideas, or feedback concerning Hill EEP, Customer grants Hill the right to use that feedback to develop and improve the Service without restriction or compensation, provided Hill does not disclose Customer Confidential Information in doing so.

Hill warrants that it has authority to provide access to Hill EEP.

Except as expressly stated in an applicable written agreement, the Service is provided "AS IS" and "AS AVAILABLE."

To the fullest extent permitted by law, Hill disclaims implied warranties including merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, and warranties arising from course of dealing or usage of trade.

Hill does not warrant that:

• the Service will be uninterrupted or error-free;
• all defects will be corrected;
• all data or calculations will be error-free;
• the Service will satisfy every legal or regulatory requirement applicable to Customer;
• AI output will be accurate; or
• use of Hill EEP will result in certification under any industry framework.

Customer will defend, indemnify, and hold harmless Hill Project Services LLC and its officers, employees, contractors, and affiliates from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from:

1. a.Customer Data that infringes or violates third-party rights;
2. b.Customer's unlawful or unauthorized use of the Service;
3. c.Customer's material breach of these Terms;
4. d.Customer's violation of applicable law; or
5. e.Customer's professional, engineering, construction, safety, employment, or regulatory decisions, except to the extent caused by Hill's own unlawful conduct.

Additional indemnification obligations may be established in an enterprise agreement or Order Form.

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunity, or loss of goodwill, arising out of or relating to the Service, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Hill's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the amounts paid or payable by Customer to Hill for Hill EEP during the twelve (12) months immediately preceding the event giving rise to the claim.

Where no fees were paid for a pilot, beta, or free service, Hill's aggregate liability will not exceed US $1,000, unless prohibited by applicable law or otherwise agreed in writing.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

These Terms and any dispute arising from them will be governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles.

The parties agree that disputes not resolved informally will be brought in a state or federal court of competent jurisdiction serving Boone County, Kentucky, and each party consents to the jurisdiction and venue of those courts.

The parties may mutually agree to mediation or another alternative dispute-resolution procedure, but arbitration is not required under these Terms unless separately agreed in writing.

Hill may modify the Service over time, including adding, changing, or discontinuing functionality.

Hill may also update these Terms.

For material changes, Hill will provide reasonable notice through the Platform, authentication flow, email, website, or other reasonable means.

Where appropriate, users may be required to affirmatively accept a revised version before continuing to use the Service.

The current Terms will be available at: hillprojectservices.com/hill-eep/terms

Neither party creates a partnership, joint venture, agency, employment, or fiduciary relationship by entering into these Terms.

Customer may not assign these Terms without Hill's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's business or assets, provided the assignee agrees to assume applicable obligations. Hill may assign these Terms in connection with corporate restructuring, financing, merger, acquisition, or sale of the Service or substantially all related assets.

If any provision is determined unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision does not waive that provision.

Provisions that by their nature should survive termination—including ownership, confidentiality, disclaimers, indemnification, liability limitations, retention obligations, and dispute provisions—will survive.