KanGate Terms and Conditions

Effective date: September 30, 2026

These Terms and Conditions (the “Terms”) govern access to and use of the websites, software, applications, integrations, documentation, support, and related services provided by KanGate, LLC (“KanGate,” “we,” “us,” or “our”), including the KanGate platform and any connected solution that exchanges data with a third-party service (collectively, the “Services”).

By accessing or using the Services, creating an account, clicking to accept these Terms, or executing an order form that incorporates these Terms, you agree to be bound by them. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” and “Customer” mean that organization. If you do not agree, do not access or use the Services.

1. Eligibility and organizational use

You must be at least 18 years old and legally capable of entering into a binding agreement. The Services are intended for business and professional use and are not directed to consumers or children.

You are responsible for ensuring that your authorized users comply with these Terms and for all activity occurring through your accounts, except to the extent caused by KanGate’s breach of these Terms.

2. Accounts and access

You must provide accurate, current, and complete account information. You must safeguard usernames, passwords, tokens, API keys, and other credentials; use reasonable security measures, including multifactor authentication when available; and promptly notify KanGate of suspected unauthorized access or compromise.

You may permit only your employees, contractors, and other personnel whom you authorize to use the Services on your behalf (“Authorized Users”) to access your account. You may not share individual credentials between users or permit access by anyone whose access has not been authorized by you.

3. Orders, subscriptions, and fees

Specific Services, subscription periods, usage limits, implementation services, fees, and payment terms may be stated in an order form, statement of work, subscription confirmation, or other written agreement accepted by KanGate and Customer (each, an “Order”).

Unless an Order states otherwise:

• fees are stated and payable in U.S. dollars;
• fees are nonrefundable except where these Terms or applicable law expressly provide otherwise;
• Customer is responsible for applicable sales, use, excise, value-added, and similar taxes, excluding taxes based on KanGate’s net income; and
• overdue undisputed amounts may result in suspension after reasonable notice and an opportunity to cure.

If an Order conflicts with these Terms, the Order controls for the Services covered by that Order. A separately signed master services agreement, data-processing agreement, business associate agreement, or similar negotiated agreement controls over both the Order and these Terms to the extent of a direct conflict.

4. License and permitted use

Subject to these Terms and payment of applicable fees, KanGate grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Services for Customer’s internal business purposes.

Customer may use outputs, readiness states, evidence packages, reports, and other deliverables generated through Customer’s authorized use of the Services for its business purposes, subject to third-party rights and the terms governing connected third-party services.

5. Customer responsibilities and acceptable use

Customer is responsible for:

• the legality, accuracy, quality, and integrity of Customer Data;
• obtaining all rights, permissions, notices, and consents necessary for KanGate to process Customer Data as instructed by Customer;
• configuring the Services appropriately for Customer’s workflows;
• independently reviewing decisions, readiness determinations, exceptions, and outputs before relying on them for safety-critical, contractual, regulatory, payment, commissioning, turnover, or release decisions; and
• maintaining appropriate backup copies and source records unless an Order expressly assigns that responsibility to KanGate.

Customer will provide all notices and obtain all rights, permissions, and consents required for Customer, KanGate, and each customer-authorized Third-Party Service to collect, use, process, transmit, store, and disclose Customer Data as contemplated by the Services and the applicable integration. Where reasonably available through the Services, Customer may export its content and data to another service or application of its choice, subject to applicable technical limitations, third-party terms, and the applicable Order.

You may not, and may not permit another person to:

1. use the Services unlawfully, fraudulently, deceptively, or in violation of another person’s rights;
2. upload malicious code or content designed to disrupt, damage, or gain unauthorized access to any system;
3. probe, scan, or test the vulnerability of the Services without KanGate’s prior written authorization;
4. bypass security controls, access data or accounts without authorization, or interfere with the integrity or performance of the Services;
5. reverse engineer, decompile, disassemble, copy, frame, mirror, or attempt to derive source code, underlying ideas, or nonpublic APIs, except where applicable law prohibits this restriction;
6. resell, sublicense, rent, timeshare, or provide the Services to third parties except as expressly authorized in an Order;
7. remove proprietary notices or misrepresent the source or ownership of the Services;
8. use the Services or their outputs to develop or train a competing product, model, or service; or
9. use a connected third-party service to perform unauthorized bulk exports, aggregation, scraping, or creation of a separate data lake or repository.

You also may not:

10. circumvent metering, authentication, rate limits, usage limits, or other technical restrictions imposed by KanGate or a Third-Party Service;
11. use the Services or a Third-Party Service to create a product that substantially replicates or substitutes for that third party’s offering;
12. publish benchmarks or performance information about a Third-Party Service unless its provider has authorized publication in writing;
13. use the Services for surveillance, interception, spyware, adware, spam, hate material, counterfeit goods, embargoed items, hazardous materials, unlawful weapons activity, or content that is defamatory, obscene, abusive, or otherwise unlawful;
14. introduce terms—including certain open-source license terms—that purport to impose obligations on KanGate’s or a Third-Party Service provider’s software, systems, or intellectual property; or
15. use the Services or any connected platform in violation of applicable export-control, economic-sanctions, or trade-control laws, including to process International Traffic in Arms Regulations (“ITAR”) controlled technical data unless KanGate and every applicable Third-Party Service provider have expressly agreed in writing; or
16. use Autodesk developer offerings as a safety component in critical infrastructure or in medical, emergency, life-support, dangerous-material, unmanned-machine, vehicle-control, or other inherently hazardous applications where failure could foreseeably cause death, personal injury, catastrophic damage, or mass destruction.

6. Customer Data

“Customer Data” means information, documents, records, files, images, evidence, identifiers, configuration data, and other content submitted to, stored in, exchanged through, or processed by the Services by or for Customer.

As between KanGate and Customer, Customer retains all right, title, and interest in Customer Data. Customer grants KanGate and its authorized service providers a limited right to host, copy, transmit, transform, display, and otherwise process Customer Data only as necessary to:

• provide, secure, maintain, and support the Services for Customer;
• carry out Customer’s documented instructions and bona fide requests;
• prevent or address fraud, security incidents, abuse, or technical problems;
• comply with applicable law; and
• exercise KanGate’s rights and perform its obligations under the agreement with Customer.

KanGate will not sell Customer Data. KanGate will not use Customer Data obtained through a Trimble-connected solution to develop, train, or improve software, machine-learning models, artificial-intelligence models, AI agents, or agentic services. KanGate will not use a Trimble connection to conduct unauthorized bulk or mass exports or to create or maintain a separate data lake or repository outside the environments used to provide the connected solution in the ordinary course.

KanGate will not use Customer Data for generalized product training, advertising, or unrelated analytics. KanGate may use operational information that does not identify Customer, an Authorized User, or an individual only where the applicable Order, law, and third-party platform terms permit that use. This provision does not expand KanGate’s rights to data obtained through an integration.

KanGate’s processing of personal information is described in the KanGate Privacy Policy. If the parties execute a data-processing agreement, that agreement governs KanGate’s processing of personal information on Customer’s behalf.

7. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood to be confidential because of its nature or the circumstances of disclosure. Customer Data is Customer’s Confidential Information. KanGate’s nonpublic software, architecture, security information, documentation, product plans, and pricing are KanGate’s Confidential Information.

Recipient will:

• use Confidential Information only to perform or exercise rights under the parties’ agreement;
• protect it using at least reasonable care and no less care than Recipient uses for similar information of its own; and
• disclose it only to personnel, affiliates, professional advisers, and service providers who need to know it and are bound by appropriate confidentiality obligations.

These obligations do not apply to information Recipient can document: (a) is publicly available through no fault of Recipient; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.

If law requires disclosure, Recipient may disclose only the portion legally required and, where permitted, will provide prompt notice and reasonable assistance so Discloser may seek protective treatment.

8. Security

KanGate will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure. No system is completely secure, and KanGate does not guarantee that unauthorized access or a security incident will never occur.

Customer acknowledges that security also depends on Customer’s environment, configurations, identity controls, Authorized Users, endpoints, and connected systems. Customer must promptly report suspected security issues affecting the Services to KanGate.

KanGate will investigate and respond to security incidents involving the Services in accordance with applicable law and its contractual obligations. Where an incident involves a Third-Party Service, KanGate may be required to notify and coordinate with that provider immediately or within a specified period. Except where prohibited by law or where immediate notice is legally required, KanGate may need the provider’s approval before issuing a notice or public statement that directly or indirectly identifies that provider.

9. Third-party services and integrations

The Services may interoperate with third-party products and platforms selected or authorized by Customer, including Trimble offerings and other construction-technology systems (“Third-Party Services”). Third-Party Services are provided under their own terms and privacy notices, not these Terms. Customer authorizes KanGate to exchange Customer Data with a Third-Party Service only as needed to provide the integration Customer enables or requests.

KanGate does not control and is not responsible for Third-Party Services, their availability, security, changes, or handling of data after data is transmitted to them. A Third-Party Service may modify or discontinue access, APIs, or functionality, which may affect an integration. KanGate will not make warranties or commitments on behalf of a Third-Party Service.

Trimble is an independent third party and is not a party to these Terms. When Trimble receives Customer Data on Customer’s behalf, Trimble’s processing of that data is governed by Trimble’s agreement with the applicable customer and Trimble’s applicable Privacy Notice.

Autodesk-connected Services

If Customer enables an integration that uses Autodesk Platform Services or another Autodesk developer offering:

• Customer and its Authorized Users must comply with applicable law and an acceptable-use standard at least as restrictive as Autodesk’s then-current Acceptable Use Policy and applicable developer terms;
• Customer is solely responsible for content and data that Customer or its Authorized Users input, submit, share, or make accessible through the Autodesk-connected functionality;
• if Customer Data is processed on Autodesk systems, Customer acknowledges that Autodesk will handle that data under Autodesk’s applicable Privacy Statement and terms and may use the data: (a) at Customer’s request or with Customer’s consent, including instructions transmitted through KanGate on Customer’s behalf; (b) to provide, maintain, secure, update, modify, and improve Autodesk products and services; and (c) for legal obligations, enforcement, investigations, or proceedings;
• Autodesk developer offerings are provided “AS IS” and “AS AVAILABLE” to the maximum extent permitted by law, without warranties from KanGate concerning Autodesk’s availability, security, accuracy, completeness, continued operation, compatibility, or error correction;
• Autodesk and its affiliates are not responsible for KanGate, these Terms, Customer’s use of KanGate, or disputes concerning KanGate;
• Customer must not submit sensitive personal information or personal information about KanGate end users to storage functionality associated with Autodesk developer offerings unless Autodesk’s applicable terms expressly permit that processing and Customer has obtained all required rights and consents; and
• Customer must maintain backup copies of content transmitted to Autodesk and configure sharing and permissions appropriately.

Autodesk may collect usage metrics and may use service providers in multiple countries. Content deleted from Autodesk systems may persist temporarily in backups, archives, logs, and metering systems under Autodesk’s applicable terms and privacy statement.

Trimble-connected Services

If Customer enables a Trimble integration, Customer and its Authorized Users may access Trimble functionality only through authorized credentials and bona fide customer requests. They may not circumvent access limits, test Trimble systems without written authorization, substantially replicate Trimble offerings, remove notices, use Trimble functionality for prohibited or unlawful purposes, or cause Trimble software to become subject to third-party terms. Trimble offerings are provided by Trimble under Trimble’s own agreements and are not warranted by KanGate.

10. Intellectual property

KanGate and its licensors retain all right, title, and interest in the Services, software, documentation, designs, workflows, methods, technology, trademarks, and related intellectual property, including modifications, improvements, and derivative works. No rights are granted except those expressly stated in these Terms or an Order.

If Customer voluntarily provides suggestions, ideas, or feedback about the Services, Customer grants KanGate a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or obligation, provided KanGate does not identify Customer as the source without permission.

Each third party retains ownership of its products, services, data, documentation, and marks. Use of Trimble or other third-party names and marks does not imply ownership by KanGate.

11. Support, availability, and changes

KanGate will provide support and maintenance as stated in the applicable Order or support documentation. KanGate may modify the Services to improve functionality, security, legal compliance, or interoperability. KanGate will not materially reduce core paid functionality during a current subscription term without reasonable notice, except where a change is necessary to address security, law, or a Third-Party Service change outside KanGate’s reasonable control.

KanGate may temporarily suspend access when reasonably necessary to prevent harm, address a security threat, comply with law, respond to an emergency, or stop prohibited use. When practicable, KanGate will provide notice and limit the scope and duration of the suspension.

12. Professional judgment and high-risk uses

KanGate provides evidence management, relationship resolution, workflow, readiness, review, and recordkeeping capabilities. Unless an Order expressly states otherwise, the Services do not constitute engineering, architectural, legal, accounting, safety, code-compliance, inspection, certification, or other licensed professional services.

Readiness states such as Ready, Blocked, or Needs Review depend on configured rules and available data. They support—but do not replace—Customer’s professional judgment, contractual obligations, inspections, approvals, quality controls, safety procedures, or legal compliance. Customer remains responsible for final decisions and actions.

13. Warranties and disclaimers

KanGate warrants that it will provide paid Services in a professional and workmanlike manner and that the Services will materially conform to applicable KanGate documentation during the subscription term. Customer’s exclusive remedy for breach of this warranty is for KanGate to use commercially reasonable efforts to correct the nonconformity; if KanGate cannot do so within a reasonable period, either party may terminate the affected Order and KanGate will refund prepaid fees covering the terminated period after the effective termination date.

The warranty does not apply to issues caused by Customer Data, misuse, unauthorized modification, unsupported configurations, third-party products, third-party API changes or outages, or events outside KanGate’s reasonable control.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL THIRD-PARTY SERVICES, DEVELOPER OFFERINGS, APIs, TOOLKITS, OUTPUTS, AND INTEGRATIONS MADE AVAILABLE THROUGH THEM ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND, AS TO THIRD-PARTY SERVICES, “WITH ALL FAULTS.” KANGATE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KANGATE DOES NOT WARRANT THAT THE SERVICES OR ANY THIRD-PARTY SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, ACCURATE, COMPLETE, COMPATIBLE WITH ALL SYSTEMS, CONTINUOUSLY AVAILABLE, OR CORRECTED, OR THAT EVERY OUTPUT WILL BE COMPLETE OR ACCURATE.

14. Indemnification

Customer will defend and indemnify KanGate and its affiliates, officers, directors, employees, and agents against third-party claims, damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from: (a) Customer Data; (b) Customer’s or an Authorized User’s unlawful or prohibited use of the Services; or (c) Customer’s violation of another person’s rights.

KanGate will defend Customer against a third-party claim that Customer’s authorized use of the paid Services infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages and costs finally awarded or agreed in settlement by KanGate. KanGate has no obligation for claims arising from Customer Data, Third-Party Services, combinations not provided by KanGate, unauthorized modifications, continued use after notice of a claim, or use contrary to these Terms or documentation. KanGate may modify or replace the affected Service, obtain continued usage rights, or terminate the affected Service and refund prepaid fees for the unused terminated period.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, except that no settlement may admit fault by or impose nonmonetary obligations on the indemnified party without its consent.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR AMOUNTS OWED UNDER AN INDEMNIFICATION OBLIGATION, CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL-PROPERTY RIGHTS, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO KANGATE FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR FREE SERVICES, KANGATE’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

These limitations apply regardless of the theory of liability and form an essential basis of the parties’ bargain.

16. Term, suspension, and termination

These Terms continue while you access or use the Services. Subscription terms are stated in the applicable Order.

Either party may terminate an Order for a material breach if the breach is not cured within 30 days after written notice, or within 10 days for nonpayment of undisputed fees. Either party may terminate immediately if the other party ceases business, becomes insolvent, or enters bankruptcy or similar proceedings not dismissed within 60 days, subject to applicable law.

Upon expiration or termination, Customer’s right to use the affected Services ends and Customer must pay accrued amounts. Customer may request export of Customer Data through a supported KanGate workflow or another method stated in the applicable Order. The available format, request period, and any technical limitations will depend on the applicable Service, connected platform, and Order. KanGate will retain or delete Customer Data according to the applicable Order, valid customer instructions, legal requirements, and ordinary technical backup cycles.

Sections that by their nature should survive will survive, including provisions concerning fees accrued, ownership, confidentiality, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.

17. Governing law and venue

These Terms and any dispute arising from them are governed by the laws of the State of Iowa, without regard to conflict-of-law rules. The state and federal courts located in Iowa will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Nothing in this section prevents either party from seeking temporary or injunctive relief in a court of competent jurisdiction to protect confidential information, intellectual property, systems, or data.

18. Changes to these Terms

KanGate may update these Terms from time to time. The effective date above identifies the latest version. For material changes affecting an active paid subscription, KanGate will provide reasonable advance notice through the Services, by email, or by another reasonable method. Unless a change is required sooner by law, security, or a third-party platform requirement, material changes will take effect at the next renewal or 30 days after notice, whichever occurs first. Continued use after the applicable effective date constitutes acceptance of the updated Terms.

19. General provisions

Neither party may assign an Order or these Terms without the other party’s prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee agrees to be bound and is not a direct competitor of the nonassigning party. Any prohibited assignment is void.

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, employment, franchise, fiduciary, or exclusive relationship. No third party is a beneficiary of these Terms.

If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. Electronic communications and signatures satisfy writing and signature requirements where permitted by law.

These Terms, applicable Orders, and any documents expressly incorporated into them constitute the complete agreement concerning the Services and supersede prior or contemporaneous discussions on that subject.

20. Contact

Questions or legal notices concerning these Terms may be sent to:

KanGate, LLC
900 Lincoln Ave.
Pacific Junction, Iowa 51561
United States
Email: jamie@kangatetech.com