Legal

Customer Agreement

Last updated: September 25, 2025

Fortreum, LLC (“Fortreum,” “we,” “our,” “us”) provides an AI-native cyber compliance automation platform, powered by Kovr.ai. This Customer Agreement (“Agreement”) governs use of the Services and is binding upon clicking “I Accept,” completing registration, or accessing the Services.

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1. The Services

1.1 Platform Access.
Fortreum provides platform access subject to Customer’s fee payment. The parties coordinate Access Protocols for Authorized Users. Customer maintains confidentiality of Access Protocols and bears responsibility for all activities conducted through them.

1.2 Authorized Users.
Customer solely manages User ID issuance and authorization. Only Authorized Users with valid IDs may access the Platform, limited to the number specified in the Order Form. User IDs are non-transferable and non-shareable.

1.3 Support Services.
Fortreum exercises commercially reasonable efforts to provide technical support and maintain platform availability per Customer’s subscription plan.

1.4 Hosting.
Fortreum hosts the Platform unless the Order Form specifies otherwise, excluding responsibility for Customer’s telecommunications or network hardware.

1.5 Data Security.
Fortreum implements industry-standard security measures, including encryption with customer-managed encryption keys where commercially practicable. Customer Data is logically segregated from other customers’ data. Fortreum notifies Customer of actual or suspected unauthorized access and provides reasonable cooperation for investigation and remediation.

2. License & Restrictions

2.1 Platform.
Subject to the terms of this Agreement and payment of Fees, Fortreum grants Customer a non-exclusive license to access and use the Platform for internal business purposes, with Authorized Users permitted to access Platform features.

2.2 Software.
Fortreum grants a non-exclusive, non-sublicensable, non-transferable license to download and use Software in object code format for internal business purposes with the Platform.

2.3 Restrictions.Customer may not:

  • Allow third-party access except as expressly permitted;
  • Modify, adapt, alter, or translate the Platform or Software;
  • Sublicense, resell, or distribute the Platform or Software;
  • Reverse engineer, decompile, or derive source code;
  • Interfere with Platform operation;
  • Create derivative works;
  • Build competitive products using the Platform;
  • Access the Platform through unapproved interfaces; or
  • Exceed the scope of permitted use under this Agreement.

Customer must not remove proprietary notices from any materials.

3. Intellectual Property

3.1 Fortreum Technology.
The Platform, Software, Documentation, and all related technology and Intellectual Property Rights belong exclusively to Fortreum and its suppliers. Fortreum may freely use and incorporate Customer Feedback into its products and services.

3.2 Service Data.
Fortreum may collect Service Data to develop and improve its products and services. Fortreum will not identify Customer as the source without written permission, nor alter the confidential nature of the data.

3.3 Marketing.
Fortreum may use Customer’s name, logo, and trademarks to identify Customer as a Fortreum customer on its website and marketing materials. Upon Customer’s written request, Fortreum will promptly remove such marks.

4. Fees and Expenses; Payments

4.1 Fees.
Customer pays Fees per the applicable Order Form schedule. Fees are due within thirty (30) days of invoice unless otherwise specified. Fortreum may suspend access if Fees are more than ten (10) days overdue.

4.2 Taxes.
Fees exclude all applicable taxes and duties. Customer is responsible for payment of all such taxes except those based on Fortreum’s income. For U.S. Government purchases, no federal, state, or local taxes apply per FAR 29.302.

4.3 Interest.
Unpaid amounts bear interest at 1.5% monthly or the maximum legal rate, whichever is less.

5. Customer Data

5.1 Rights.
Customer retains exclusive ownership of Customer Data and all associated Intellectual Property Rights. Fortreum receives a non-exclusive, worldwide, royalty-free license to use, store, modify, and display Customer Data to provide and improve the Services. Fortreum may use Customer Data to train artificial intelligence models, provided such data is used only in aggregated and anonymized form and Customer is not identified as the source.

5.2 Obligations.
Customer ensures that use of the Services and Customer Data complies with Customer’s privacy policies and all applicable laws regarding data privacy, transfer, communications, and exportation. Fortreum may remove Customer Data if reasonably necessary to comply with law. Customer represents it has sufficient rights to grant the license in Section 5.1 and that Customer Data does not infringe third-party rights.

6. Warranties and Disclaimers

6.1 Limited Warranty.
Fortreum warrants it will provide Support Services in a professional manner consistent with industry standards. If Customer notifies Fortreum within thirty (30) days of a breach, Fortreum will re-perform the defective Support Services. Fortreum warrants commercially reasonable efforts to operate the Platform free from Errors, excluding failures arising from non-compliant use, incompatible products, or unauthorized modifications. Upon Customer notification, Fortreum’s provision of Support Services is Customer’s sole remedy.

6.2 Disclaimers.
Except as expressly provided in Section 6.1, the Services and Documentation are provided “as is,” and Fortreum makes no other warranties. Fortreum disclaims implied warranties including merchantability, fitness for a particular purpose, and data accuracy. Fortreum does not warrant error correction or uninterrupted operation. Customer bears sole responsibility for its security decisions; Fortreum provides recommendations without guaranteeing results or preventing security incidents.

7. Limitation of Liability

7.1 Types of Damages.
Neither party is liable for incidental, indirect, special, consequential, or punitive damages, including lost profits, business interruption, or data loss. Fortreum is not liable for damages arising from Customer Data, recommendations, third-party content, third-party services, or reliance on U.S. Government guidance.

7.2 Amount of Damages.
Maximum liability does not exceed the Fees paid during the twelve (12) months preceding the claim. Fortreum’s suppliers have no liability. This section does not limit Customer’s obligation to pay Fees, breaches of Sections 2.3, 5.2, or 8, or liability for gross negligence, intentional misconduct, or personal injury.

7.3 Basis of the Bargain.
The parties acknowledge that these liability limitations form an essential basis of the bargain and survive despite failure of consideration or any exclusive remedy.

8. Confidentiality

8.1 Confidential Information.
“Confidential Information” means nonpublic information identified as confidential or reasonably known to be confidential. The non-public aspects of the Services and Documentation are Fortreum’s Confidential Information. This Agreement replaces any prior non-disclosure agreement between the parties.

8.2 Protection.
The Receiving Party will not use or disclose Confidential Information except as expressly permitted. Access is limited to those with a need-to-know and confidentiality obligations no less restrictive than those herein. The Receiving Party protects Confidential Information with reasonable care, no less than it protects its own proprietary information. Upon request or termination, the Receiving Party returns or destroys all copies of Confidential Information.

8.2 Protection.
Confidential Information excludes information that: becomes publicly available through no fault of the Receiving Party; is lawfully provided by a third party free of confidentiality duties; was already known to the Receiving Party; or is independently developed by employees with no access to the information. The Receiving Party may disclose Confidential Information when necessary to enforce its rights or when required by law, provided it promptly notifies the Disclosing Party and cooperates regarding any protective order.

9. Indemnification

9.1 By Fortreum.
Fortreum will defend Customer against third-party claims that the Platform or Software infringes a U.S. copyright or trade secret, and will pay resulting settlements or damages. If infringement occurs, Fortreum may: procure the right for Customer to continue use; replace the affected item with a non-infringing equivalent; modify it to become non-infringing; or terminate and refund unused prepaid Fees. Fortreum has no obligation for claims based on non-compliant use, incompatible products, or unauthorized modifications. This section states Customer’s sole remedy for infringement claims.

9.2 By Customer.
Customer will defend Fortreum against claims arising from Exclusions or from Fortreum’s compliant use of Customer Data. This section states Fortreum’s sole remedy for such claims.

9.3 Procedure.
The indemnifying party’s obligations require the indemnified party to: promptly notify the indemnifying party in writing; allow the indemnifying party sole control of the defense or settlement; and cooperate in the defense or settlement process.

10. Term and Termination

10.1 Term.
This Agreement begins on the Effective Date and continues while any Order Form remains in effect. Unless otherwise stated, an Order Form’s Initial Term is one year from the last signature date. Thereafter, it automatically renews for successive Renewal Terms of the same duration, except for U.S. Government customers.

10.2 Termination for Convenience.
Customer may terminate for any reason: upon notice for monthly subscriptions, or with thirty (30) days’ notice before expiration of the current Initial or Renewal Term for annual subscriptions. No Fees are refundable under this section.

10.3 Termination for Breach.
Either party may terminate immediately if the other materially breaches this Agreement and the breach remains uncured more than thirty (30) days after written notice. U.S. Government customers may pursue rights under the Contract Disputes Act while continuing performance per FAR 52.233-1.

10.4 Effect of Termination.
Upon termination: all licenses immediately terminate; each party complies with the confidentiality return/destruction obligations in Section 8; and all amounts owed become immediately due. Sections 2.3, 3, 5, and 6.2–12 survive termination.

11. Miscellaneous

11.1 Governing Law and Venue.
This Agreement is governed by New York law, without regard to conflicts-of-law principles. Customer consents to jurisdiction in New York state and federal courts. The U.N. Convention on International Sale of Goods does not apply. Agreements with U.S. Government customers are governed by federal law.

11.2 Export.
Products are subject to U.S. export control and trade sanctions laws. Customer will conduct its activities in full compliance with Trade Controls and may not export, reexport, transfer, or import Products except as authorized. Customer may not provide Products to Sanctioned Countries, Restricted Parties, or prohibited end-uses, or otherwise in violation of law. Customer represents it is not located in a Sanctioned Country and is not a Restricted Party, and will notify Fortreum if this changes.

11.3 Severability.
If any provision is held invalid, the remaining provisions remain enforceable, and the invalid provision is deemed modified to the maximum extent permitted by law.

11.4 Waiver.
A waiver or failure to enforce any provision on one occasion does not waive that or any other provision on any other occasion.

11.5 No Assignment.
Neither party may assign or transfer this Agreement without the other’s prior written consent; attempted violations are null and void. Either party may, however, assign this Agreement without consent in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. This Agreement binds the parties and their successors and permitted assigns.

11.6 Compliance with Law.
Customer will comply with all applicable international and domestic laws, ordinances, regulations, and statutes regarding its purchase and use of the Services and Documentation.

11.7 Force Majeure.
Delays in performance of any duty or obligation (except payment of Fees) are not a breach if caused by labor disputes, material shortages, fire, earthquake, flood, or other events beyond a party’s reasonable control, provided the affected party notifies the other party and resumes performance as soon as reasonably possible.

11.8 Independent Contractors.
Customer’s relationship to Fortreum is that of an independent contractor. Neither party is an agent or partner of the other, and Customer has no authority to act on Fortreum’s behalf.

11.9 Notices.
Written notices to Fortreum are sent to legal@fortreum.com; to Customer, at the most recent email address on file. Notices of breach or termination are also sent by courier, certified mail, or express service. Either party may change its notice email or address by notifying the other.

11.10 Counterparts.
This Agreement may be executed in counterparts, each deemed an original and together constituting one instrument.

11.11 Modifications to this Agreement.
Fortreum may modify this Agreement from time to time. Changes typically become effective at the start of the next Initial or Renewal Term unless otherwise specified. Fortreum will notify Customer through Platform communications or email. Continued use of the Services constitutes acceptance. Customers who disagree with a modification may terminate under Section 10.

11.12 Entire Agreement.
This Agreement is the final, complete, and exclusive agreement between the parties regarding its subject matter and supersedes all prior discussions. Modifications or waivers must be in writing and signed by authorized signatories of both Customer and Fortreum.

11.13 Government Rights.Fortreum provides the Software and Platform access as “commercial” computer software for ultimate government end use. Government rights are limited to those customarily provided to the public per FAR 12.211, 12.212, and DFARS 252.227-7015 and 227.7202-3. Government agencies requiring additional rights must negotiate a mutually acceptable written addendum with Fortreum.

12. Definitions

Access Protocols

Passwords, access codes, technical specifications, connectivity standards, protocols, or other procedures necessary for Customer or Authorized Users to access the Platform.

Authorized User

Customer’s employees and independent contractors authorized to access the Platform under Customer’s rights in this Agreement.

Customer Data

Content, information, and data provided or submitted by Customer or its Authorized Users for use with the Services.

Documentation

Technical materials provided by Fortreum describing the use and operation of the Platform and Software.

Error

A reproducible failure of the Platform to enable Customer to use the Services as described in this Agreement.

Fees

Collectively, Support Fees and License Fees.

Intellectual Property Rights

Works of authorship including copyrights and moral rights; trademark or service mark rights; trade secret rights; patents and industrial property rights; layout design and other proprietary rights; and all registrations, applications, renewals, extensions, or reissues in any jurisdiction worldwide.

Platform

The Fortreum software-as-a-service application identified in an Order Form, allowing Authorized Users to access its features and functions through a web interface.

Service Data

Processing and performance metrics, log files, diagnostics information, usage statistics, and metadata about Customer’s use of the Platform, excluding Customer Data.

Services

Collectively, the Platform, Software, and Support Services.

Software

Downloadable software or tools Fortreum makes available for facilitating access to, operation of, or use with the Platform, and any updates Fortreum may provide.

Support Fees

Fees charged by Fortreum for providing Support Services, as further described in the applicable Order Form.

Support Services

Support services Fortreum provides to Customer as identified in an applicable Order Form.

License Fees

Fees charged by Fortreum for Customer’s Platform license, as further described in the applicable Order Form.

User ID

The unique username and password issued to Customer for use by an Authorized User.