- Tread

Terms of Subscription

Last Updated: October 4, 2025

This Tread Terms of Subscription (this “ Agreement”) is incorporated by reference to any Order Form (as defined below) entered into by TREAD TECHNOLOGIES INC, with its primary offices located at 548 Market Street PMB 98888, San Francisco, CA 94104  ( “Tread”) and (“ Customer,” “ you,” or “ your”). Each Order Form, and the provision of any Solution or Services thereunder, shall be subject to this Agreement as of the date the Order Form is entered into between Tread and Customer (the “ Effective Date“). Tread and Customer shall be referred to each as a “ Party” and together as the “ Parties“.

Tread has a software-as-a-service materials intelligence platform (“ Solution”). Customer desires to access and use the Solution and services related to the Solution or otherwise provided for under this Agreement or an applicable Order Form (collectively, the “ Subscription Services”). The terms and conditions in this Agreement relate to, and govern, Customer’s use and access to the Services, and contain other important provisions. If an individual is entering into this Agreement on behalf of an organization, the individual represents that they have the authority to bind that organization to the terms and conditions in this Agreement, in which case “Customer” will refer to such organization.

NOW THEREFORE, the Parties acknowledge and agree to the following:

1. Definitions.
(a)“ Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Tread in an aggregate and anonymized manner.
(b)“ Company User” means users who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
(c)“ Customer Data” means information, records, files, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or a Company User.
(d)“ Enhancements” means any modifications, enhancements, updates, changes, corrections, versions, releases, additions or improvements.
(e)“ Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government.
(f)“ Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, data, database protection or other intellectual property rights laws.
(g)“ Order Form” means any order form or initiating ordering document entered into between the Parties.
(h)“ Professional Services” means professional services provided by Tread under an applicable Order Form.
(i)“ Services” means the Subscription Services and Professional Services provided by Tread under this Agreement.
(j)“ Third-Party User” means any subcontractor or customers of the Customer that Customer has requested Tread provide Subscription Services access to.
(k)“ Tread IP” means the Services, the Solution, the Deliverables, and all Intellectual Property Rights in relation.
(l)“ User” means a Company User and a Third-Party User.

2. Solution and Services.
(a) Services and Order Forms. Tread shall perform the Services as set out in the applicable Order Form to Customer.
(b) Subscription Services License. Tread grants Customer a non-exclusive, non-transferable right to access and use the Subscription Services during the Term, solely for use by Company Users.
(c) Use Restrictions. Customer shall not use the Tread IP for purposes beyond the scope of the access granted in this Agreement.
(d) Modifications. Tread may modify the Subscription Services or the Solution from time to time without notice to Customer.
(e) Suspension. Tread may temporarily suspend Customer’s and any User’s access to any portion or all of the Solution if there is a threat or attack on any of the Tread IP, or any violation of this Agreement.

3. Customer Responsibilities.
(a) Company Users. Customer is responsible for all uses of the Services resulting from access provided by Tread.
(b) Customer Data. Customer is exclusively responsible for all matters related to Customer Data.

4. Fees and Payment.
(a) Fees. Customer shall pay Tread the fees as set forth in the Order Form without off-set or deduction.
(b) Payment. Customer shall make all payments hereunder on or before the due date set forth in the Order Form.
(c) Taxes. All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments.

5. Confidentiality, Privacy & Security.
(a) Confidentiality. Each Party shall not disclose the other Party’s Confidential Information.
(b) Privacy Policy. Tread’s current Privacy Policy is available at https://tread.ai/privacy-policy.

6. Intellectual Property Ownership; Feedback.
(a) Tread IP. Customer acknowledges that Tread owns all right, title, and interest, including all Intellectual Property Rights, in and to the Tread IP.
(b) Customer Data. Tread acknowledges that, as between Tread and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data.

7. Warranties.
(a) Warranties for Subscription Services. Tread warrants that during an applicable subscription term, the Subscription Services will perform materially in accordance with documentation or specifications provided by Tread. (b) Disclaimer. Except as expressly set out, the Tread IP is provided "as is" and Tread disclaims all warranties.

8. Indemnification.
(a) Tread Indemnification. Tread shall indemnify Customer from any third-party claim that the Services infringe, violate or misappropriate such third party’s United States Intellectual Property Rights.

9. Limitations of Liability.
In no event will Tread be liable for any consequential, incidental, indirect damages.

10. Term and Termination.
(a) Term. The initial term of this Agreement shall be set out in the applicable Order Form.
(b) Termination. Tread may terminate this Agreement effective on written notice to Customer for various reasons, including non-payment.

11. Miscellaneous.
(a) Entire Agreement. The Order Form(s) entered into by the Parties along with this Agreement constitutes the sole and entire agreement of the Parties.
(b) Notices. All notices must be in writing and delivered according to the method outlined. (c) Force Majeure. Tread will not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control.