TurbineHub Software-as-a-Service (SaaS) Agreement

This TurbineHub Software-as-a-Service (SaaS) Agreement (this “Agreement”) governs access to and use of the TurbineHub platform, data products, and related services (collectively, the “Platform”) operated by ResourceProfit, LLC d/b/a TurbineHub (“TurbineHub,” “we,” “us,” or “our”). By executing an Order Form that references this Agreement, the subscribing entity (“Client”) agrees to be bound by these terms.

1. Definitions

1.1 “Authorized Users” means individuals designated by Client who are authorized to access the Platform under this Agreement, limited to the number of seats specified in the applicable Order Form.

1.2 “Order Form” means a mutually executed document referencing this Agreement that specifies the Platform products, subscription tier, geographic coverage, fees, and term applicable to Client’s Subscription.

1.3 “Platform” means TurbineHub’s proprietary software-as-a-service platform, including ResourceProfit, CapacityAI, the Data Platform, and any related tools, interfaces, and documentation made available by TurbineHub.

1.4 “Platform Data” means all data, analytics, models, reports, indices, and content made available through the Platform, including structured data derived from public regulatory and market sources.

1.5 “Subscription” means Client’s licensed access to specified Platform products as set forth in the applicable Order Form.

1.6 “User Data” means any data, files, analyses, or content that Client or its Authorized Users upload, submit, or create within the Platform.

2. Platform Access & Subscription

2.1 Grant of Access. Subject to the terms of this Agreement and payment of applicable fees, TurbineHub grants Client a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription term, solely for Client’s internal business purposes.

2.2 Order Forms. The specific products, coverage tier (Regional or National), data access levels, number of Authorized Users, fees, and Subscription term shall be set forth in one or more Order Forms executed by both Parties. Each Order Form is incorporated into and governed by this Agreement.

2.3 Account Administration. Client shall designate an account administrator responsible for managing Authorized Users. Client is responsible for all activity that occurs under its accounts and for ensuring that Authorized Users comply with this Agreement.

2.4 Availability. TurbineHub will use commercially reasonable efforts to maintain Platform availability. TurbineHub may perform scheduled maintenance with reasonable advance notice. TurbineHub does not guarantee uninterrupted access.

3. Permitted Use

3.1 Client and its Authorized Users may use the Platform to:

(a) Evaluate, analyze, and model energy assets, markets, and transactions;

(b) Conduct financial analysis, site screening, interconnection risk assessment, and due diligence;

(c) Generate reports and exports for internal decision-making, investment committee presentations, lender packages, and board materials;

(d) Access and query Platform Data within the scope of the applicable Subscription.

4. Restrictions

4.1 Client shall not, and shall not permit any Authorized User or third party to:

(a) Resell, redistribute, sublicense, publish, or make Platform Data available to any third party, except as expressly permitted under the applicable Order Form or a separate written agreement;

(b) Use the Platform or Platform Data to build, train, or improve a competing product or service;

(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Platform;

(e) Circumvent, disable, or interfere with any access controls, security features, or usage limits;

(f) Share account credentials with unauthorized individuals or exceed the number of Authorized Users specified in the Order Form;

(g) Use the Platform for any unlawful purpose or in violation of applicable laws and regulations.

5. Data Rights

5.1 Platform Data

Platform Data is derived from publicly available regulatory and market sources including FERC, EIA, ISO/RTOs, state PUCs, and other government agencies. TurbineHub’s proprietary value lies in the structuring, cleaning, cross-referencing, annotation, analysis, and presentation of this data. The structured datasets, analytics, models, indices, and derivative works created by TurbineHub are proprietary to TurbineHub and protected by applicable intellectual property laws.

5.2 User Data

Client retains all right, title, and interest in its User Data. Client grants TurbineHub a limited, non-exclusive license to store, process, and display User Data solely to provide the Platform services to Client. TurbineHub will not sell, share, or distribute User Data to third parties.

5.3 Data Isolation

User Data is logically isolated within the Platform. Client’s User Data is not accessible by other Platform users. Client project work and deliverables managed through TurbineHub’s Microsoft 365 environment are stored on secure SharePoint infrastructure and subject to the same isolation and confidentiality protections.

5.4 Data Accuracy

TurbineHub endeavors to ensure the accuracy and timeliness of Platform Data but does not warrant that all data is complete, current, or error-free. Platform Data is provided for informational and analytical purposes. Client is responsible for independently verifying data used in material business, investment, or development decisions.

6. Intellectual Property

6.1 Ownership. The Platform, including its software, design, data structures, models, algorithms, user interfaces, documentation, and all related intellectual property, is and remains the exclusive property of ResourceProfit, LLC. This Agreement does not grant Client any ownership interest in the Platform.

6.2 Trademarks. The TurbineHub name, logo, and associated branding are trademarks of ResourceProfit, LLC. Client may not use these marks without prior written consent, except as expressly permitted under Section 11 (Publicity).

6.3 Feedback. If Client provides suggestions, ideas, or feedback regarding the Platform, TurbineHub may use such feedback without restriction or obligation to Client.

7. Confidentiality

7.1 Definition. “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, business strategies, proprietary data, technical specifications, client lists, financial information, and the terms of this Agreement.

7.2 Obligations. Each Party shall: (a) maintain the confidentiality of the other Party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement and subject to obligations of confidentiality; and (c) not use Confidential Information for any purpose other than as contemplated by this Agreement.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

7.4 Survival. Obligations under this Section survive termination for two (2) years.

8. Fees & Payment

8.1 Fees. Client shall pay the fees specified in the applicable Order Form. Unless otherwise stated, fees are invoiced in advance and due within thirty (30) days of invoice date.

8.2 Taxes. All fees are exclusive of applicable sales, use, and other taxes. Client is responsible for all taxes, excluding taxes based on TurbineHub’s net income.

8.3 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. TurbineHub may suspend access upon fifteen (15) days’ written notice of overdue payment.

8.4 Price Adjustments. TurbineHub may adjust fees for renewal terms with at least thirty (30) days’ written notice prior to the start of a renewal period.

9. Term & Termination

9.1 Term. The initial Subscription term is as specified in the applicable Order Form. Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription shall automatically renew for successive periods of the same length.

9.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

9.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days’ written notice, provided that Client remains responsible for fees through the end of the then-current Subscription term.

9.4 Effect of Termination. Upon termination: (a) Client’s access to the Platform ceases immediately; (b) TurbineHub will make commercially reasonable efforts to allow Client to export User Data for thirty (30) days following termination, after which User Data may be deleted; (c) Sections 5, 6, 7, 11, 12, 13, 14, and 15 survive termination.

10. Warranties & Disclaimers

10.1 TurbineHub Warranties. TurbineHub warrants that: (a) the Platform will perform materially in accordance with its documentation during the Subscription term; and (b) TurbineHub has the right to provide the Platform and grant the access described in this Agreement.

10.2 Client Warranties. Client warrants that: (a) it has the authority to enter into this Agreement; and (b) its use of the Platform will comply with all applicable laws and regulations.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND ALL PLATFORM DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT. TURBINEHUB DOES NOT PROVIDE INVESTMENT ADVICE, LEGAL ADVICE, OR ENGINEERING RECOMMENDATIONS. PLATFORM DATA AND ANALYTICS ARE INFORMATIONAL TOOLS AND DO NOT CONSTITUTE A RECOMMENDATION TO BUY, SELL, DEVELOP, OR HOLD ANY ENERGY ASSET OR SECURITY.

11. Publicity

11.1 Logo & Name Usage. Client grants TurbineHub the right to identify Client by name and display Client’s logo on the TurbineHub website, marketing materials, and investor presentations as a customer of TurbineHub. TurbineHub will use Client’s logo and name solely for the purpose of identifying Client as a TurbineHub customer and will comply with any reasonable brand usage guidelines provided by Client.

11.2 Testimonials. Client agrees to provide, at Client's willingness, a brief testimonial or quote regarding Client's experience with TurbineHub for use on the TurbineHub website and marketing materials. This may include a short video testimonial recorded at TurbineHub's cost and coordinated at a time convenient to Client. TurbineHub will submit the proposed testimonial — whether written or video — to Client for written approval prior to publication. Client may decline or withdraw a testimonial at any time upon written notice.

11.3 Case Studies. TurbineHub may, at its own cost and expense, produce a case study describing Client’s use of the Platform, including outcomes, workflows, and business impact. TurbineHub will: (a) coordinate with Client on the scope and content of the case study; (b) submit the draft case study to Client for written approval prior to publication; and (c) bear all costs associated with production, design, and distribution. Client may request revisions or withhold approval in its reasonable discretion. Client may withdraw a published case study at any time upon thirty (30) days’ written notice, at which point TurbineHub will remove the case study from its website and active marketing materials.

11.4 Opt-Out. Notwithstanding the foregoing, Client may opt out of all publicity rights under this Section 11 by providing written notice to TurbineHub at any time. Upon receipt of such notice, TurbineHub will remove Client’s name, logo, testimonial, and case study from its website and marketing materials within fifteen (15) business days.

11.5 Survival. TurbineHub’s rights under this Section 11 survive termination of this Agreement unless Client exercises its opt-out right under Section 11.4.

12. Limitation of Liability

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TURBINEHUB’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO TURBINEHUB IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions. The limitations in this Section 12 do not apply to: (a) Client’s breach of Section 4 (Restrictions); (b) either Party’s breach of Section 7 (Confidentiality); or (c) either Party’s indemnification obligations under Section 13.

13. Indemnification

13.1 By TurbineHub. TurbineHub shall indemnify, defend, and hold harmless Client from and against any third-party claims alleging that Client’s authorized use of the Platform infringes such third party’s intellectual property rights, provided that Client promptly notifies TurbineHub and cooperates in the defense.

13.2 By Client. Client shall indemnify, defend, and hold harmless TurbineHub from and against any third-party claims arising out of: (a) Client’s use of the Platform in breach of this Agreement; (b) Client’s User Data; or (c) Client’s violation of applicable law.

14. Governing Law & Disputes

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

14.2 Jurisdiction. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Eagle County, Colorado. Each Party consents to the personal jurisdiction of such courts.

14.3 Good Faith Resolution. Before initiating any legal proceeding, the Parties agree to attempt to resolve disputes in good faith through direct communication between senior representatives for a period of at least thirty (30) days.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.

15.2 Amendments. This Agreement may only be amended by a written instrument signed by both Parties, except that TurbineHub may update its standard terms with thirty (30) days’ written notice to Client.

15.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Waiver. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of such right.

15.6 Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses specified in this Agreement or in the applicable Order Form, with confirmation of receipt.

15.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

15.8 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, or infrastructure failures.

16. Independent Contractor

16.1 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.

16.2 TurbineHub personnel are not employees, agents, or representatives of Client. Client personnel are not employees, agents, or representatives of TurbineHub. Each Party is solely responsible for its own employees, contractors, taxes, benefits, and compliance with applicable labor and employment laws.

16.3 Nothing in this Agreement shall be construed to entitle either Party’s personnel to any benefits, compensation, or protections available to employees of the other Party.

17. Contact

For questions about this Agreement, contact:

ResourceProfit, LLC d/b/a TurbineHub
Avon, Colorado
support@turbinehub.com