FalseGreen Engineering Services Agreement

Version 1.0 — August 22, 2026

This FalseGreen Engineering Services Agreement (the “Agreement”) is between StableThread, Inc., doing business as FalseGreen (“FalseGreen”) and the business or other legal entity identified as the customer in an applicable Service Order (“Customer”).

This Agreement applies only to purchases made for business purposes. The Services are not offered under this Agreement to consumers acting primarily for personal, family, or household purposes.

Customer agrees to this Agreement by signing it or a Service Order, or by completing the explicit electronic acceptance process described in Section 15. The individual accepting on behalf of Customer represents and warrants that they have authority to bind Customer.

1. Definitions

“Customer Materials” means source code, repositories, software, systems, infrastructure, documentation, specifications, logs, data, credentials, configuration, test artifacts, communications, and other materials provided or made accessible by or on behalf of Customer in connection with the Services.

“Deliverables” means reports, findings, recommendations, code changes, patches, documentation, verification artifacts, or other items expressly identified as deliverables in a Service Order.

“FalseGreen Materials” means software, tools, systems, verification technology, scripts, libraries, templates, processes, methodologies, tests, frameworks, techniques, know-how, documentation, and other materials that: (a) existed before the applicable Services; (b) are developed independently of Customer Materials; or (c) are of general applicability and do not contain Customer Confidential Information. FalseGreen Materials include improvements to those materials and generalized skills, methods, and know-how developed while performing the Services.

“Production Systems” means Customer systems, infrastructure, services, databases, networks, accounts, applications, or other environments that support live users, live business operations, or live data.

“Service Order” means a service description, statement of work, checkout order, order form, or other ordering document that references this Agreement and identifies Services purchased by Customer.

“Services” means the professional engineering, diagnostic, verification, review, implementation, or related services described in an applicable Service Order.

“Substantive Performance” begins when FalseGreen starts the contracted technical or engineering work for an accepted scope. Substantive Performance includes reviewing Customer Materials for technical analysis, reproducing or analyzing a problem, preparing or configuring a technical environment for the engagement, executing technical investigation or verification, analyzing results, or preparing contracted Deliverables.

Administrative intake, payment processing, scheduling, obtaining access, and a limited review of Customer Materials performed solely to determine whether FalseGreen can accept and confirm the proposed scope do not constitute Substantive Performance.

2. Service Orders and Scope

2.1 Service Orders

Each Service Order is incorporated into this Agreement.

A Service Order may specify:

• the Services and technical scope;
• Customer systems, repositories, branches, commits, environments, or other scope boundaries;
• Deliverables;
• assumptions and dependencies;
• exclusions;
• Customer responsibilities;
• estimated timing;
• fees and payment schedule;
• permitted access;
• production-change authority; and
• service-specific terms.

2.2 Order of Precedence

If a Service Order expressly states that a specific provision of this Agreement is replaced or modified for that Service Order, the Service Order controls with respect to that provision.

Otherwise, this Agreement controls.

2.3 Fixed Scope

FalseGreen is responsible only for the scope expressly stated in the applicable Service Order and any Scope Confirmation or Audit Scope Record affirmatively confirmed by Customer under Section 2.4.

Discovery of additional defects, architectural problems, security issues, operational risks, dependencies, undocumented behavior, or other work does not expand the engagement.

If additional work appears necessary outside the agreed scope, FalseGreen may identify that work and propose a separate or amended Service Order.

2.4 Post-Purchase Scope Confirmation

A Service Order may require a post-purchase Scope Confirmation, Audit Scope Record, or similarly named scope record before Substantive Performance begins.

Where such a record is required:

1. Customer will provide the materials and information reasonably necessary to establish the exact engagement scope;
2. FalseGreen may perform a limited suitability review that does not constitute Substantive Performance;
3. FalseGreen will prepare or electronically provide the final proposed scope record;
4. the scope record will identify itself by version, date, immutable identifier, or other reasonably reliable unique identifier;
5. Customer must affirmatively confirm the exact scope record electronically before Substantive Performance begins; and
6. once confirmed, the scope record becomes part of the applicable Service Order.

Customer confirmation may be made through an explicit web approval control, electronic signature, clear affirmative email approval, or another electronic process that reasonably demonstrates assent to the identified scope record.

Silence, failure to object, or merely providing access or Customer Materials does not constitute confirmation of the final scope.

FalseGreen will not begin Substantive Performance until the required Customer confirmation has occurred.

If FalseGreen proposes a later material amendment to the confirmed scope, that amendment must likewise be affirmatively agreed by Customer electronically before FalseGreen performs the newly added or materially changed work.

FalseGreen will retain evidence of the confirmed scope and any agreed amendment as described in Section 15.7.

2.5 Scope Declination

FalseGreen may:

1. confirm the proposed scope;
2. propose a reasonably modified scope for Customer's approval; or
3. decline the engagement.

FalseGreen's confirmation of a scope does not incorporate any unstated requirement, assumption, expected outcome, or deliverable.

If FalseGreen declines the engagement during scope confirmation before Substantive Performance begins, FalseGreen will provide a full refund of amounts paid for that Service Order without deduction for payment-processing charges or other administrative costs.

If FalseGreen proposes a materially different scope, Customer is not required to accept it. If the parties do not agree on the revised scope and Substantive Performance has not begun, Customer will receive the same full refund.

2.6 Estimates

Any stated number of days or other delivery estimate is a good-faith estimate and not a guaranteed completion deadline unless the Service Order expressly states otherwise.

Timing may depend on Customer cooperation, access, system availability, reproducibility, third-party services, build environments, technical complexity, or other dependencies.

3. Performance of Services

3.1 Standard of Performance

FalseGreen will perform the Services in a professional and workmanlike manner consistent with generally accepted software-engineering practices appropriate to the agreed scope.

3.2 Personnel, Automation, and AI-Assisted Tools

FalseGreen may use employees, contractors, software, automation, internal tooling, and AI-assisted tools in performing the Services.

FalseGreen remains responsible for the performance of its personnel under this Agreement.

FalseGreen will not knowingly disclose Customer Confidential Information to an external service except as reasonably necessary to perform the Services and subject to appropriate confidentiality, security, or data-handling protections.

FalseGreen will not knowingly configure, authorize, or permit an external AI provider to use Customer Confidential Information to train or improve a generally available or shared model for that provider's own benefit.

A Service Order or confirmed scope record may impose reasonable Customer-approved restrictions on external AI tools or other external technical services. Such restrictions must be agreed before Substantive Performance begins. If a requested restriction materially affects feasibility, scope, timing, or fees, the parties may revise the scope accordingly.

If FalseGreen cannot reasonably perform the engagement under a required restriction and declines the engagement before Substantive Performance begins, Section 2.5 applies.

3.3 Independent Engineering Judgment

FalseGreen may decline to perform an action that it reasonably believes is unsafe, unlawful, outside the agreed scope, unsupported by available evidence, or likely to cause material unintended harm.

3.4 Separate Software Products

This Agreement governs human professional-services engagements.

Any subscription, license, hosted service, MCP service, or other FalseGreen software product purchased separately by Customer is governed by the terms applicable to that product unless a Service Order expressly states otherwise.

Purchasing Services does not automatically grant a subscription or license to any separate FalseGreen software product.

4. Customer Responsibilities

4.1 Authority and Rights

Customer represents and warrants that it has all rights and authority necessary to:

• provide the Customer Materials;
• permit FalseGreen to access systems and accounts made available for the Services;
• authorize the work described in the Service Order; and
• permit FalseGreen to modify Customer Materials where modification is within scope.

4.2 Cooperation

Customer will provide reasonably timely cooperation necessary to perform the Services, including accurate information, appropriate technical contacts, access, credentials, documentation, environments, and decisions.

FalseGreen is not responsible for delay, incomplete performance, or inaccurate conclusions to the extent caused by incomplete, inaccurate, misleading, unavailable, or untimely Customer information or cooperation.

4.3 Credentials and Access

Customer should provide the minimum access reasonably necessary for the engagement, including time-limited or least-privilege credentials where practicable.

Customer may revoke credentials when they are no longer required.

Customer is responsible for ensuring that any access it provides is properly authorized.

4.4 Backups and Recovery

Customer is responsible for maintaining appropriate backups, version control, snapshots, rollback procedures, disaster-recovery capabilities, and other safeguards appropriate to its systems before authorizing potentially consequential changes.

FalseGreen may recommend additional safeguards before work proceeds.

4.5 Production Systems

Unless a Service Order expressly includes direct work on Production Systems, FalseGreen is not authorized or required to deploy changes to Production Systems.

If direct production work is included:

1. FalseGreen may act only within the authority granted by the applicable Service Order, confirmed scope record, or subsequent written Customer instruction;
2. Customer retains ultimate operational control of its Production Systems;
3. Customer is responsible for identifying maintenance windows, operational restrictions, required approvals, backup requirements, and rollback requirements not otherwise known to FalseGreen; and
4. Customer remains responsible for the final decision to deploy, retain, revert, or otherwise act on a change unless the Service Order expressly provides otherwise.

4.6 Sensitive and Regulated Data

Customer will not provide FalseGreen with protected health information, payment-card data, government-classified information, or other specially regulated data unless the applicable Service Order expressly contemplates that information and the parties have agreed to any additional required terms.

If applicable law requires a separate data-processing agreement for Personal Data to be processed by FalseGreen, the parties will execute an appropriate data-processing agreement before such processing.

5. Deliverables, Findings, and Acceptance

5.1 Nature of Deliverables

FalseGreen will provide the Deliverables identified in the applicable Service Order and confirmed scope record.

Deliverables may contain findings, evidence, engineering judgments, hypotheses, recommendations, code, tests, verification results, unresolved questions, identified limitations, or documented inability to establish a particular result.

5.2 Outcome Is Not Acceptance

Unless a Service Order expressly states otherwise, completion of the Services is based on performance of the agreed work and delivery of the agreed Deliverables.

Completion is not conditioned on:

• finding a defect;
• reproducing a reported defect;
• identifying a root cause;
• successfully repairing a system;
• producing a passing or “green” verification result;
• finding every relevant defect or risk;
• reaching a conclusion Customer prefers;
• approving code for production;
• obtaining a third-party approval;
• certifying security, safety, compliance, or correctness; or
• achieving any particular business or technical outcome.

5.3 Review Period

Customer must notify FalseGreen of any material failure of a Deliverable to conform to the applicable Service Order and confirmed scope record within five business days after delivery.

The notice must reasonably identify the claimed nonconformity.

If FalseGreen confirms that a Deliverable materially fails to conform to the agreed scope, FalseGreen will, as Customer's exclusive remedy for that nonconformity, use commercially reasonable efforts to correct or reperform the affected portion of the Services.

A disagreement with an engineering conclusion, absence of a desired result, discovery of a defect after the engagement, or a problem outside the agreed scope does not by itself constitute nonconforming performance.

6. Fees, Payment, Refunds, and Taxes

6.1 Fees

Customer will pay the fees stated in the applicable Service Order.

Unless otherwise stated, amounts are denominated in United States dollars.

6.2 Advance Payments and Deposits

A Service Order may require full payment, a deposit, or another amount before FalseGreen begins or reserves capacity for the Services.

FalseGreen is not required to begin Substantive Performance until any required initial payment has been successfully received.

6.3 Cancellation and Refunds

Unless a Service Order states otherwise:

FalseGreen declines during scope confirmation. If FalseGreen declines the proposed engagement before Substantive Performance begins, Section 2.5 applies and Customer receives a full refund with no deduction for payment-processing charges or administrative costs.

Customer cancels before Substantive Performance. If Customer cancels after purchase but before Substantive Performance begins, FalseGreen will refund prepaid fees attributable to work not begun, less any nonrecoverable third-party costs or payment-processing charges incurred because of Customer's purchase and cancellation.

Customer cancels after Substantive Performance begins. Once Substantive Performance has begun, amounts already paid for the engagement are non-refundable except as expressly provided by this Agreement or the applicable Service Order.

FalseGreen terminates without Customer fault. If FalseGreen terminates an engagement for reasons other than Customer breach, nonpayment, unlawful conduct, failure to cooperate, or a material safety or security concern, FalseGreen will refund prepaid fees reasonably attributable to Services not performed.

6.4 Outstanding Amounts

Amounts invoiced after an initial payment or deposit are due as stated in the Service Order or invoice.

Undisputed amounts more than fifteen days past due may accrue interest at the lesser of one percent per month or the maximum amount permitted by applicable law.

FalseGreen may suspend Services while an undisputed payment remains overdue.

6.5 Payment Disputes and Chargebacks

Customer will notify FalseGreen promptly of a good-faith payment dispute and provide a reasonable opportunity to investigate before initiating a payment chargeback based on that contractual dispute.

A chargeback, reversal, or payment-processor decision does not by itself determine the parties' contractual rights or eliminate an amount otherwise properly owed under this Agreement.

FalseGreen may provide the payment processor or financial institution with records reasonably necessary to respond to a payment dispute, including the applicable Service Order, Agreement version, confirmed scope record, acceptance records, communications concerning performance, and evidence of delivery.

6.6 Taxes

Fees do not include sales, use, value-added, goods and services, withholding, or similar transaction taxes unless expressly stated otherwise.

Customer is responsible for transaction taxes arising from its purchase of the Services, except taxes imposed on FalseGreen's net income.

FalseGreen may calculate, invoice, collect, and remit transaction taxes when FalseGreen determines that collection or remittance is required by applicable law.

A Customer claiming a tax exemption must provide a valid exemption certificate, resale certificate, tax identification, or other documentation reasonably required to support that exemption before the applicable tax is due.

If applicable law requires Customer to withhold an amount from a payment, Customer will provide FalseGreen with appropriate evidence of the withholding and reasonably cooperate regarding any available exemption, reduction, credit, or documentation.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Customer Confidential Information includes, without limitation, non-public source code, credentials, system architecture, security information, incident information, business information, Customer Materials, and non-public findings relating to Customer systems.

FalseGreen Confidential Information includes non-public FalseGreen Materials, internal methodologies, technical systems, security information, and business information.

7.2 Obligations

The Receiving Party will:

• use Confidential Information only as necessary to perform or receive the Services or exercise rights under this Agreement;
• disclose it only to personnel, contractors, professional advisers, or service providers who reasonably need access and are subject to appropriate confidentiality obligations; and
• protect it using at least reasonable care and no less care than it uses to protect similar confidential information of its own.

7.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available without breach of this Agreement;
2. was lawfully known to the Receiving Party without confidentiality restriction before disclosure;
3. is lawfully received from another person without confidentiality restriction; or
4. is independently developed without use of the Disclosing Party's Confidential Information.

7.4 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent legally required, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice and reasonable assistance in seeking confidential treatment.

7.5 Return and Destruction

Upon reasonable request following completion or termination of an engagement, the Receiving Party will delete or return Confidential Information that it no longer reasonably requires, except for:

• copies retained by automated backup systems;
• records required by law, taxation, insurance, security, or professional recordkeeping requirements; and
• one archival copy retained solely for legal or compliance purposes.

Any retained Confidential Information remains subject to this Agreement.

7.6 Duration

For ordinary Confidential Information, the obligations in this Section continue for five years after disclosure.

For trade secrets, the obligations continue for so long as the information remains a trade secret under applicable law.

For non-public source code, authentication credentials, vulnerability information, security findings, non-public security architecture, cryptographic material, access-control information, and other similarly sensitive technical information whose disclosure could reasonably create material security or proprietary risk, the obligations continue for so long as that information remains non-public and confidential or otherwise continues to present that material risk.

7.7 Publicity

Neither party may publicly identify the other as a customer, vendor, partner, or endorser, or use the other party's trademarks or logo for marketing purposes, without prior permission.

8. Security and Customer Access

FalseGreen will use commercially reasonable administrative and technical safeguards appropriate to the nature of the access and Customer Materials made available for an engagement.

FalseGreen will use Customer credentials only for purposes of the applicable Services.

If FalseGreen becomes aware of unauthorized access to Customer Confidential Information within FalseGreen's control that materially affects Customer, FalseGreen will notify Customer without unreasonable delay and take reasonable steps to contain and investigate the incident.

FalseGreen is not responsible for security failures, outages, data loss, or unauthorized access originating from Customer systems, Customer personnel, Customer credentials outside FalseGreen's control, or third-party systems not controlled by FalseGreen, except to the extent directly caused by FalseGreen's breach of this Agreement.

9. Intellectual Property

9.1 Customer Materials

Customer retains all right, title, and interest in Customer Materials.

Customer grants FalseGreen a non-exclusive, limited license to access, use, copy, modify, execute, and otherwise process Customer Materials only as reasonably necessary to perform the Services.

9.2 Customer-Specific Work Product

Subject to full payment of all amounts due for the applicable Service Order, FalseGreen assigns to Customer all right, title, and interest that FalseGreen may have in code, documentation, reports, or other work product created specifically and exclusively for Customer as a Deliverable (“Customer-Specific Work Product”).

Customer-Specific Work Product does not include FalseGreen Materials or third-party materials.

9.3 FalseGreen Materials

FalseGreen retains all right, title, and interest in FalseGreen Materials.

Nothing in this Agreement transfers ownership of FalseGreen software, verification technology, generic tooling, methodologies, templates, reusable components, know-how, or other FalseGreen Materials to Customer.

The fact that FalseGreen Materials are used, modified, improved, or applied while performing an engagement does not cause them to become Customer-Specific Work Product.

9.4 Embedded FalseGreen Materials

If a Deliverable contains FalseGreen Materials that are reasonably necessary for Customer to use the Customer-Specific Work Product, FalseGreen grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to:

• use the embedded FalseGreen Materials as part of the applicable Deliverable;
• copy the Deliverable for Customer's business purposes;
• modify the Deliverable for Customer's business purposes; and
• permit Customer's employees and contractors acting on Customer's behalf to do the same.

This license does not grant a general right to distribute, sublicense, sell, publish, commercialize, or make the embedded FalseGreen Materials available as a standalone product, service, library, tool, or component.

If redistribution rights are necessary for a particular Deliverable, the applicable Service Order must expressly grant them.

This license does not grant Customer rights to a separately offered FalseGreen product or service.

9.5 Third-Party and Open-Source Materials

Third-party or open-source software included in a Deliverable remains subject to its applicable third-party license.

FalseGreen does not acquire or transfer ownership of third-party materials merely by using or incorporating them in the Services.

9.6 General Knowledge

FalseGreen may use general skills, ideas, concepts, methods, experience, and know-how retained from performing the Services, provided that doing so does not disclose Customer Confidential Information or reproduce Customer-owned code or other protected Customer Materials.

9.7 Feedback

Customer may provide suggestions or feedback about FalseGreen's products, tools, or Services.

FalseGreen may use that feedback without restriction or obligation, provided that it does not identify Customer or disclose Customer Confidential Information without permission.

10. Warranties and Disclaimers

10.1 Mutual Authority

Each party represents and warrants that:

1. it has authority to enter into this Agreement;
2. entering into and performing this Agreement does not knowingly violate another binding obligation applicable to it; and
3. it will comply with laws applicable to its own performance under this Agreement.

10.2 Customer Materials

Customer represents and warrants that FalseGreen's authorized use of Customer Materials in performing the Services will not violate the rights of a third party or applicable law.

10.3 Limited Services Warranty

FalseGreen warrants only that it will perform the Services in accordance with Section 3.1 and the applicable Service Order.

Customer's remedy for breach of this limited warranty is the correction or reperformance procedure described in Section 5.3.

10.4 Engineering Limitations

Software engineering, debugging, code review, verification, testing, and production analysis are inherently scoped activities.

FalseGreen does not warrant that the Services or Deliverables will:

• identify every defect, vulnerability, failure mode, performance problem, or operational risk;
• establish that software is error-free, secure, safe, compliant, or suitable for every production environment;
• prevent outages, security incidents, data loss, regressions, or other failures;
• predict every interaction with third-party systems or future software changes;
• establish correctness outside the specific scope, assumptions, evidence, systems, versions, and environments actually examined; or
• produce any particular commercial or technical result.

10.5 No Certification or Attestation

Unless a Service Order expressly states otherwise, the Services and Deliverables are engineering services and technical opinions.

Use of terms such as “audit,” “verification,” “production readiness,” “rescue,” “review,” “validated,” “accepted,” or similar terminology does not mean that FalseGreen is providing a legal, accounting, regulatory, insurance, safety, security, or other accredited certification or attestation.

Customer remains responsible for determining whether additional review, testing, certification, regulatory approval, or professional advice is required.

10.6 Production Decisions

Customer is solely responsible for deciding whether and how to deploy, operate, rely on, or modify its systems based on the Services or Deliverables.

FalseGreen recommends that consequential changes be independently reviewed, tested in an appropriate non-production environment where practicable, backed up, monitored, and deployed with an appropriate rollback plan.

10.7 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FALSEGREEN DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11. Third-Party Intellectual Property Claims

11.1 FalseGreen Obligation

FalseGreen will defend Customer against a third-party claim alleging that Customer-Specific Work Product authored solely by FalseGreen under a Service Order directly infringes a United States copyright or misappropriates a United States trade secret.

FalseGreen has no obligation for a claim resulting from:

• Customer Materials;
• Customer specifications or instructions;
• open-source or other third-party materials;
• modifications not made by FalseGreen;
• combination with systems or materials not supplied by FalseGreen where the claim would not otherwise exist; or
• use outside the scope reasonably contemplated by the Service Order.

11.2 Remedies

If Customer-Specific Work Product becomes subject to such a claim, FalseGreen may, at its option:

1. obtain the right for Customer to continue using it;
2. modify or replace it so that it is non-infringing without materially reducing the agreed functionality; or
3. refund the fees paid for the affected Deliverable and require Customer to stop using the affected material.

This Section states Customer's exclusive contractual remedy for third-party intellectual-property infringement by Customer-Specific Work Product.

11.3 Customer Obligation

Customer will defend FalseGreen against third-party claims arising from:

• Customer Materials;
• access or instructions Customer was not authorized to provide;
• Customer's violation of applicable law; or
• Customer's use or deployment of Deliverables in a manner materially inconsistent with the applicable Service Order or this Agreement.

11.4 Procedure

An indemnified party must promptly notify the indemnifying party of a claim and provide reasonable cooperation.

The indemnifying party may control the defense and settlement, but may not agree to a settlement that admits fault by, imposes non-monetary obligations on, or restricts the operations of the indemnified party without that party's consent.

11.5 Liability Limitations Apply

All obligations, defense costs, indemnification obligations, liabilities, losses, damages, costs, and expenses arising under this Section 11 are expressly subject to the exclusions and limitations of liability in Section 12.

Nothing in this Section creates liability outside or in excess of the applicable limitations in Section 12.

12. Limitation of Liability

12.1 Application to FalseGreen's Negligence

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, A SERVICE ORDER, THE SERVICES, OR THE DELIVERABLES, INCLUDING CLAIMS BASED ON OR ARISING FROM FALSEGREEN'S OWN NEGLIGENCE, NEGLIGENT ACTS OR OMISSIONS, PROFESSIONAL ERRORS OR OMISSIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHER FAULT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The parties specifically acknowledge and agree that these limitations are intended to allocate between them the risk of FalseGreen's own negligent acts, errors, and omissions in performing the Services.

12.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR A SERVICE ORDER.

WITHOUT LIMITING THE FOREGOING, FALSEGREEN WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR FAILURE OF A PRODUCTION SYSTEM, REGARDLESS OF WHETHER SUCH LOSS IS CHARACTERIZED AS DIRECT OR INDIRECT, INCLUDING WHERE SUCH LOSS RESULTS FROM FALSEGREEN'S NEGLIGENCE OR NEGLIGENT ACTS OR OMISSIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

These exclusions apply regardless of the legal theory asserted and even if a party was advised that such damages were possible.

12.3 General Liability Cap

EXCEPT AS PROVIDED BELOW, FALSEGREEN'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A SERVICE ORDER, INCLUDING LIABILITY ARISING FROM FALSEGREEN'S NEGLIGENCE, NEGLIGENT ACTS OR OMISSIONS, PROFESSIONAL ERRORS OR OMISSIONS, BREACH OF CONTRACT, OR BREACH OF WARRANTY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO FALSEGREEN UNDER THAT SERVICE ORDER.

For a claim arising from this Agreement that cannot reasonably be attributed to a particular Service Order, FalseGreen's aggregate liability will not exceed the fees paid or payable by Customer to FalseGreen for Services during the twelve months preceding the event giving rise to the claim.

12.4 Confidentiality and Security Cap

For claims arising solely from FalseGreen's breach of Sections 7 or 8, including such claims based on FalseGreen's negligence or negligent acts or omissions, FalseGreen's aggregate liability will not exceed two times the fees paid or payable under the Service Order giving rise to the claim.

12.5 Exceptions

Nothing in this Section limits:

• Customer's obligation to pay properly due fees;
• liability for fraud or intentional misconduct; or
• liability that applicable law does not permit the parties to limit or exclude.

12.6 Basis of Bargain

The parties acknowledge that:

1. software-engineering and production-system work can involve losses greatly exceeding the fees charged for a limited engagement;
2. the potential amount of such losses is difficult or impossible to determine in advance;
3. the fees charged for the Services reflect the allocation of risk in this Section; and
4. FalseGreen would not provide the Services at the stated fees without these exclusions and limitations.

The limitations in this Section are an essential basis of the bargain between the parties.

13. Term and Termination

13.1 Agreement Term

This Agreement begins when Customer first accepts it and continues until terminated.

Either party may terminate this Agreement by written notice when no Service Order remains active.

Termination does not retroactively affect a completed Service Order or accrued rights and obligations.

13.2 Material Breach

Either party may terminate an active Service Order for material breach if the other party fails to cure the breach within ten days after receiving written notice describing it.

No cure period is required where the breach cannot reasonably be cured.

13.3 FalseGreen Suspension or Termination

FalseGreen may suspend or terminate Services immediately if:

• Customer requests unlawful activity;
• continued access creates a material and unreasonable security or operational risk;
• Customer materially exceeds or circumvents the agreed authorization;
• Customer fails to provide cooperation necessary to continue the engagement after reasonable notice; or
• an undisputed amount remains materially overdue after notice.

13.4 Customer Convenience Termination

Customer may ask FalseGreen to stop an engagement at any time.

Stopping work does not create a right to a refund except as expressly provided by Section 6.3 or the applicable Service Order.

13.5 Effect of Termination

Upon termination:

• FalseGreen will stop the terminated Services;
• Customer will pay properly due unpaid amounts;
• each party will cease using access credentials no longer required;
• rights granted solely for performance of the terminated Services will end; and
• provisions that by their nature should survive will continue, including confidentiality, intellectual property, payment obligations, disclaimers, indemnification, limitation of liability, dispute resolution, and miscellaneous provisions.

14. Dispute Resolution and Governing Law

14.1 Informal Resolution

Before commencing formal proceedings, a party will give the other written notice describing the dispute and allow at least thirty days for the parties to attempt in good faith to resolve it informally.

This requirement does not prevent a party from seeking urgent temporary or injunctive relief where reasonably necessary to protect Confidential Information, Intellectual Property Rights, credentials, or system security.

14.2 Governing Law

This Agreement and each Service Order are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

14.3 Arbitration

Except for a qualifying small-claims proceeding or a request for urgent injunctive relief, any dispute arising from or relating to this Agreement or a Service Order that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable commercial arbitration rules and expedited procedures where available.

The arbitration will be conducted by one arbitrator.

The legal seat of arbitration will be New Castle County, Delaware, although hearings may be conducted remotely by videoconference unless the arbitrator determines otherwise.

The arbitrator may award any remedy available under this Agreement and applicable law, subject to the limitations in this Agreement.

Judgment on the award may be entered in any court having jurisdiction.

14.4 Individual Proceedings

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

14.5 Equitable Relief

Either party may seek temporary or injunctive relief from a court of competent jurisdiction to prevent actual or threatened misuse of Confidential Information, infringement or misappropriation of Intellectual Property Rights, or material unauthorized access to systems or credentials.

15. Electronic Acceptance, Scope Confirmation, and Agreement Versions

15.1 Electronic Transactions

The parties agree that this Agreement, Service Orders, scope records, and amendments may be entered into or confirmed electronically and that an electronic signature or other agreed electronic acceptance may have the same effect as a handwritten signature.

15.2 Self-Service Checkout Requires Explicit Acceptance

For a self-service checkout transaction, merely visiting a checkout page, viewing the terms, entering payment information, or completing payment without the affirmative acceptance described below does not constitute acceptance of this Agreement or a Service Order.

Before Customer may submit the purchase, FalseGreen will require Customer to affirmatively activate a mandatory, initially unchecked checkbox or equivalent explicit acceptance control that:

1. states that Customer agrees to the FalseGreen Engineering Services Agreement;
2. identifies the applicable Agreement by version;
3. states that Customer agrees to the specific applicable Service Order;
4. identifies that Service Order by its name and version;
5. provides conspicuous links to both documents before acceptance; and
6. requires Customer to affirm authority to bind the business making the purchase.

The payment or purchase control must not be capable of completing the transaction until this affirmative acceptance has occurred.

15.3 Required Checkout Acceptance Statement

The checkout acceptance control will state substantially:

I have authority to bind the business and agree to the FalseGreen Engineering Services Agreement [VERSION] and the [SERVICE ORDER NAME] [VERSION].

A materially equivalent formulation may be used if it identifies both documents and their versions with equal clarity.

15.4 Access to Terms

The Agreement, applicable Service Order, and any scope record requiring Customer confirmation will be made reasonably available to Customer before acceptance or confirmation in a form that Customer can view and retain for later reference.

FalseGreen will not intentionally inhibit Customer from printing, saving, or otherwise retaining those records.

15.5 Post-Purchase Scope Confirmation

Where an engagement requires a Scope Confirmation, Audit Scope Record, or similar record, Customer must affirmatively confirm the final identified record electronically before Substantive Performance begins.

The confirmation request will identify the exact record by version, date, immutable identifier, or other unique identifier sufficient to distinguish it from earlier or later versions.

An explicit web approval, electronic signature, or clear affirmative email approval referring to the identified record may satisfy this requirement.

Mere delivery of Customer Materials, access credentials, participation in discussions, or silence does not constitute confirmation.

15.6 Other Electronic Signatures

The explicit checkout requirements in Section 15.2 do not prevent the parties from entering into an Agreement, Service Order, scope record, or amendment through another affirmative electronic-signature process, including a recognized electronic-signature service or an electronically signed written agreement.

15.7 Acceptance and Scope Records

FalseGreen may retain records evidencing the transaction, acceptance, scope confirmation, and amendments, including:

• Customer legal or business name;
• purchaser or authorized representative;
• email address;
• date and time of checkout acceptance;
• checkout or transaction identifier;
• electronic acceptance event;
• exact Agreement version;
• exact Service Order name and version;
• archival or integrity-protected copies, cryptographic hashes, content identifiers, or other reliable records of the documents accepted at checkout;
• the applicable Scope Confirmation, Audit Scope Record, or other post-purchase scope record;
• the scope record's version, date, immutable identifier, cryptographic hash, or other reliable identifier;
• Customer's affirmative scope-confirmation event or communication;
• date and time of scope confirmation;
• any later agreed scope amendment;
• the amendment's version or identifier;
• Customer's affirmative acceptance of that amendment;
• date and time of amendment acceptance;
• payment records; and
• other reasonable technical records associated with the transaction and engagement.

FalseGreen may retain these records for legal, evidentiary, audit, tax, security, and contract-administration purposes.

15.8 Authority to Bind Customer

The individual accepting this Agreement, a Service Order, scope record, or scope amendment on Customer's behalf represents and warrants that they have authority to bind Customer with respect to that action.

15.9 Version Control

The exact version of this Agreement and exact version of the applicable Service Order presented and affirmatively accepted by Customer govern that purchase.

The exact Scope Confirmation, Audit Scope Record, or amendment affirmatively confirmed by Customer governs the corresponding technical scope.

FalseGreen may update its standard terms for future engagements, but a later version will not retroactively modify an existing Service Order or confirmed scope unless both parties expressly agree.

16. Miscellaneous

16.1 Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship.

Neither party may bind the other except as expressly authorized in writing.

16.2 Assignment

Neither party may assign this Agreement or an active Service Order without the other party's consent, except that either party may assign it without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to this Agreement.

16.3 Subcontractors

FalseGreen may use subcontractors to perform portions of the Services and remains responsible for their compliance with obligations applicable to their work under this Agreement.

16.4 Force Majeure

Neither party is liable for delay caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or cloud outages, war, terrorism, civil unrest, labor disruption, governmental action, epidemic, pandemic, or major failure of a third-party service.

This Section does not excuse Customer's obligation to pay amounts already due.

16.5 Purchase Orders and Customer Forms

A purchase order, vendor registration form, procurement portal, payment document, or similar Customer document is for administrative convenience only.

Terms included in such a document do not modify this Agreement or a Service Order unless FalseGreen expressly agrees to the modification in writing.

16.6 No Third-Party Beneficiaries

This Agreement creates rights only for the parties and their permitted successors and assigns.

16.7 Waiver

Failure to enforce a provision on one occasion does not waive the right to enforce that provision later.

A waiver is effective only if made in writing by the party granting it.

16.8 Severability

If a provision is held unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective.

16.9 Notices

Formal legal notices under this Agreement must be sent by email:

To FalseGreen: [email protected]

To Customer: the email address associated with the applicable Service Order or another address Customer designates in writing.

Notices concerning material breach or termination should clearly identify the nature of the notice.

16.10 Entire Agreement

This Agreement, the applicable Service Order, the confirmed scope record, and any expressly incorporated supplemental agreement constitute the entire agreement between the parties concerning the Services and supersede prior or contemporaneous discussions and representations concerning the same subject matter.

Neither party is relying on any promise or representation not contained in those documents.

16.11 Amendments

An active Service Order, confirmed scope record, or the version of this Agreement governing it may be amended only by a written or electronic agreement affirmatively accepted by authorized representatives of both parties.

16.12 Headings

Headings are for convenience only and do not affect interpretation.

FalseGreen legal entity: StableThread, Inc. Doing business as: FalseGreen Address: 651 N Broad St, Suite 206, Middletown, Delaware 19709, United States Notice email: [email protected]

Agreement version: 1.0 Published: August 22, 2026