SteelSync Subscription Agreement
Version: 0.2 Effective: [not yet effective] Status: DRAFT 2026-10-25 — attorney edits round 1 (cursory review; full review before the first external customer). IronBridge placeholders filled.
This Subscription Agreement (the “Agreement”) is between Sidewalk Holdings LLC, DBA IronBridge Systems, with its principal office at 2255 East Sunnyside Avenue, 58956, Salt Lake City, Utah 84158 (“IronBridge”, “we”) and [Customer legal name] (“Customer”, “you”). It consists of these master terms and the Pricing Schedule attached at the end, which is generated for the Customer at each acceptance. By clicking “Accept”, the person accepting confirms that they are authorised to bind the Customer.
1. The Services
1.1 What IronBridge provides. A hosted tenant of the SteelSync platform for the Customer (a production environment and a staging environment), the platform features, the modules and connectors listed in the Pricing Schedule, nightly backups, security updates and platform upgrades, and the support described in section 7 (together, the “Services”).
1.2 The Customer’s module. The Customer may have its own developer build features in the Customer’s module repository, which IronBridge hosts and which is deployed to the Customer’s tenant through IronBridge’s build, staging and promotion process. IronBridge reviews each promotion to production for compliance with the platform’s module contract and security rules; that review is a safeguard for the platform and is not a warranty of the Customer’s code. IronBridge may decline or delay a promotion that fails the review.
1.3 Changes. IronBridge may improve, update and modify the Services, provided their core functionality is not materially reduced during the Term. IronBridge will give at least 30 days’ notice of a change that requires the Customer to alter its module.
1.4 Third-party systems. The Services connect to systems the Customer uses (dealer management, telematics, telephony, Microsoft 365 and others). The Customer is responsible for its right to connect those systems, for the credentials it supplies, and for those systems’ own terms and fees. IronBridge is not responsible for their availability or for changes they make.
2. Term, renewal and acceptance
2.1 Term. This Agreement starts on the date of acceptance and runs for 12 months (the “Term”).
2.2 Renewal by re-acceptance. At least 30 days before the Term ends, IronBridge will present the then-current version of this Agreement and the Pricing Schedule for the next Term in the account portal and by email. Acceptance starts a new 12-month Term.
2.3 Continued use without re-acceptance. If the Customer continues to use the Services after the Term ends without having accepted a renewal, this Agreement continues month to month on the same terms and fees for up to 21 days, after which IronBridge may suspend the Services under section 5 until a renewal is accepted, and may terminate under section 9.
2.4 Price changes. IronBridge may change its fees with at least 60 days’ written notice; a change takes effect at the start of the next Term and appears in the Pricing Schedule presented for renewal. Changes to the Customer’s own quantities (for example a new location or an added connector) take effect when made, prorated as described in section 3.
3. Fees and payment
3.1 Fees. The Customer will pay the fees in the Pricing Schedule: the monthly platform fee, the per-location fee for each of the Customer’s locations, the fee for each connector or add-on in scope, the one-time onboarding fee, and any annual-prepayment variant chosen. Professional services (training, assistance, development) are billed separately at the hourly or retainer rates in the Pricing Schedule, as the work is performed, with the Customer’s prior approval of the work.
3.2 Invoicing. Recurring fees are invoiced in advance on the first day of each month (or each year, for an annual prepayment) through IronBridge’s payment processor. A new subscription begins on the first day of the month following acceptance; no fee is charged for the days before it. Location or add-on changes during a month are prorated on the next invoice. Invoices are delivered by email with a hosted payment page.
3.3 Payment terms. Invoices are due 30 days from the invoice date and may be paid by bank debit (ACH), card, or another method IronBridge offers. The Customer may keep a payment method on file to be charged automatically on the due date. Fees are in US dollars and exclude taxes.
3.4 Taxes. The Customer is responsible for sales, use and similar taxes on the Services, which IronBridge will add to invoices where it is required to collect them. Each party is responsible for its own income taxes.
3.5 Late payment. IronBridge may charge interest on overdue amounts at 1.5 % per month or the highest rate the law allows, whichever is lower, and may recover reasonable collection costs. Invoices not disputed in writing within 30 days of the invoice date are accepted.
4. Customer Data, backups and exit
4.1 Ownership. All data the Customer or its users enter into or load onto the Services (“Customer Data”) is the Customer’s property. The Customer grants IronBridge a licence to host, copy, process and display Customer Data only as needed to provide, secure, support and improve the Services.
4.2 Isolation and backups. Each customer’s data is held in its own database schema with its own database credentials and its own storage buckets. IronBridge takes a nightly backup of the Customer’s data, retained for 30 days, in addition to the cloud provider’s own backups. Backups are for disaster recovery; a restore requested by the Customer (for example after the Customer’s module or users damage data) is performed at the professional-services rates.
4.3 Security. IronBridge will maintain reasonable administrative, technical and physical safeguards appropriate to the Services, including encrypted transport, access controls, audit logs and the hosting provider’s certified infrastructure, and will notify the Customer without undue delay of any confirmed unauthorised access to Customer Data.
4.4 Export and deletion on exit. For 30 days after this Agreement ends, the Customer may request, and IronBridge will provide, an export of Customer Data (a database export of the Customer’s schema and the Customer’s uploaded documents) and the transfer or an archive of the Customer’s module repository. IronBridge will delete Customer Data from the Services and its backups within 60 days after the Agreement ends, unless the law requires longer retention.
4.5 The Customer’s responsibilities. The Customer is responsible for the accuracy and lawfulness of Customer Data; for its users’ conduct, including keeping logins confidential; for its own module code, including its effect on the Customer’s data; and for complying with the laws that apply to its use of the Services (including employment and payroll laws where the Customer uses timekeeping features). The Customer will not use the Services to store data it is not entitled to store, attempt to reach another customer’s tenant, or resell the Services.
5. Suspension for non-payment or lapse
5.1 Notices. If an invoice is not paid by its due date, IronBridge will send reminders to the Customer’s billing contact on about the 1st, 7th and 14th day after the due date, and from the 14th day will show a notice to the Customer’s administrators inside the Services stating the date on or after which the Services may be paused.
5.2 Suspension. If an invoice remains unpaid 21 days after its due date, or the Customer has not accepted a renewal within the 21-day period in section 2.3, IronBridge may suspend the Customer’s access to the Services. During a suspension the Services show a notice with the amount or action outstanding and a link to resolve it; scheduled processing, notifications and integrations are paused; and Customer Data is retained unchanged.
5.3 Reinstatement. Access is restored promptly, normally within minutes, once the outstanding invoice is paid or the renewal is accepted. Fees continue to accrue during a suspension caused by the Customer’s non-payment.
5.4 Other grounds. IronBridge may also suspend the Services, with as much notice as the circumstances allow, where it reasonably believes the Customer’s use threatens the security or integrity of the platform or another customer, or violates the law or this Agreement, limited to the extent and duration needed to address the problem.
6. Intellectual property
6.1 IronBridge’s platform. The SteelSync core platform, its libraries, module template, tooling, documentation and all improvements to them are IronBridge’s property. IronBridge grants the Customer a non-exclusive, non-transferable licence to use them as part of the Services during the Term. The Customer will not copy, modify, reverse-engineer or create derivative works of the core platform except through the module mechanism the platform provides.
6.2 The Customer’s module. Code the Customer’s developer writes in the Customer’s module repository is the Customer’s property. The Customer grants IronBridge a licence to host, build, review, deploy and run it as part of the Services. Where IronBridge, at the Customer’s request and for a fee, writes code for the Customer’s module, that code is the Customer’s property; code IronBridge writes in the core platform or its libraries, even when prompted by a Customer request, remains IronBridge’s.
6.3 Feedback. IronBridge may use suggestions the Customer makes about the Services without obligation.
7. Support and availability
7.1 Support. IronBridge provides support by email during business hours (Mountain Time, Monday to Friday, excluding US holidays) for platform issues and for the Customer’s developer’s use of the module tooling. Training, assistance with the Customer’s own module code and development on the Customer’s behalf are professional services under section 3.1.
7.2 Availability. IronBridge aims to keep the Services available at all times and will use commercially reasonable efforts to do so, including hosting on redundant cloud infrastructure, but does not guarantee uninterrupted availability. IronBridge will give notice in the Services or by email of planned maintenance expected to interrupt production use, and will schedule it outside the Customer’s normal business hours where practicable.
8. Confidentiality
Each party will keep confidential any non-public information it receives from the other under this Agreement (including Customer Data on IronBridge’s side and the Services’ design, pricing and documentation on the Customer’s side), use it only to perform this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law (with notice where lawful). This section survives for three years after the Agreement ends; obligations about Customer Data survive for as long as IronBridge holds it.
9. Termination
9.1 By the Customer. The Customer may terminate this Agreement at the end of the current Term by not accepting a renewal, or at any time for convenience on 30 days’ written notice; fees already paid for the remainder of a prepaid period are not refunded except as section 9.3 provides.
9.2 For cause. Either party may terminate on written notice if the other materially breaches this Agreement and does not cure the breach within 30 days of notice. IronBridge may also terminate if an invoice remains unpaid 60 days after its due date, or if the Customer becomes insolvent.
9.3 By IronBridge for convenience. IronBridge may terminate this Agreement for convenience on 90 days’ written notice, in which case it will refund any prepaid fees for the period after termination.
9.4 Effect. On termination the Customer’s access ends (subject to section 4.4), the Customer pays all fees accrued to the termination date, and sections 3 (as to amounts owed), 4.4, 5.2 (as to retention), 6, 8, 10, 11 and 12 survive.
10. Warranties and disclaimers
10.1 Each party warrants that it has the authority to enter into this Agreement. IronBridge warrants that it will provide the Services with reasonable skill and care. The Customer warrants that it has the rights needed in Customer Data and in the systems it connects.
10.2 Except as expressly stated in this Agreement, the Services are provided without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. IronBridge does not warrant the Customer’s module code or the results the Customer obtains from the Services, and the Services are not a substitute for the Customer’s own accounting, payroll, legal or compliance judgment.
11. Limitation of liability
11.1 To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business, arising out of this Agreement, however caused and under any theory of liability.
11.2 IronBridge’s total liability arising out of this Agreement will not exceed the fees the Customer paid to IronBridge in the 12 months before the event giving rise to the claim.
11.3 These limits do not apply to a party’s breach of section 8 (Confidentiality), to the Customer’s payment obligations, to either party’s indemnity under section 12, or to liability that cannot be limited by law.
12. Indemnities
12.1 IronBridge will defend the Customer against a third-party claim that the core platform, used as permitted, infringes that party’s US intellectual-property rights, and pay the damages and costs finally awarded or agreed in settlement. IronBridge may modify or replace the platform or, if neither is reasonable, terminate and refund prepaid fees for the remaining period. This does not apply to claims arising from the Customer’s module, Customer Data or third-party systems.
12.2 The Customer will defend IronBridge against a third-party claim arising from Customer Data, the Customer’s module, or the Customer’s use of the Services in breach of this Agreement or the law, and pay the damages and costs finally awarded or agreed in settlement.
12.3 The indemnified party will give prompt notice of the claim, control of the defence (with the indemnifying party not settling in a way that admits fault for the indemnified party without its consent), and reasonable cooperation.
13. General
13.1 Governing law and venue. This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-law rules; the state and federal courts located in Salt Lake County, Utah have exclusive jurisdiction over any dispute arising out of it.
13.2 Entire agreement; order of precedence. This Agreement, with the Pricing Schedule and any earlier Pilot Terms as to the pilot period, is the whole agreement between the parties about the Services and replaces earlier discussions and any terms on the Customer’s purchase orders. If the master terms and the Pricing Schedule conflict, the Pricing Schedule governs as to fees and quantities and the master terms govern otherwise.
13.3 Changes. The version of this Agreement the Customer accepts governs for the Term; a new version is presented at renewal under section 2.2. Any other change must be in writing accepted by both parties.
13.4 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor of substantially all of its business, with notice.
13.5 Notices. Notices are given by email: to IronBridge at [email protected] and to the Customer at the billing contact of record in the account portal, and are effective when sent, with a copy by mail for notices of breach or termination.
13.6 Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control (including failures of the hosting provider, the payment processor or third-party systems), except for payment obligations.
13.7 Independent contractors; no third-party beneficiaries; severability; waiver. The parties are independent contractors. No one else benefits from this Agreement. If a provision is unenforceable the rest remains in force. A failure to enforce a provision is not a waiver.
13.8 Electronic acceptance. The parties agree that acceptance by clicking “Accept” in the account portal, recorded as described below, is an electronic signature with the same effect as a handwritten one.
Pricing Schedule
Generated for [Customer legal name] on [date] for the Term [start date] to [end date].
| Line | Quantity | Unit price | Cadence | Amount |
|---|---|---|---|---|
| Platform fee | 1 | [amount] | monthly / annual | [amount] |
| Locations (rooftops) | [n] | [amount] per location | monthly / annual | [amount] |
| [Connector or add-on] | 1 | [amount] | monthly / annual | [amount] |
| Onboarding (one time) | 1 | [amount] | first invoice | [amount] |
| Discount | [description] | [−amount] | ||
| Recurring total | [amount] |
Professional services: [hourly rate] per hour, or [retainer description]; billed as performed with prior approval. Modules and connectors in scope: [list]. Environments: production and staging.
Accepted for the Customer by [name], [title], [email] on [date, time, time zone] from [IP address]. Agreement version [version], text hash [sha256]. Term [start date] to [end date].