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Terms of Service

Last updated: February 10, 2026

These Terms of Service (this “Agreement” or these “Terms”) are a legally binding contract between you and Onshore Technologies, Inc., a Delaware corporation and its successors and assigns (“Onshore,” “Company,” “we,” “our,” or “us”), and govern your access to and use of Onshore’s technology-enabled, AI-powered platform, services, applications, and websites (collectively, the “Services” or the “Websites”).

If you open an account or use the Services on behalf of an organization or other entity, then “you” includes both you and that entity, and you represent and warrant that you are an authorized representative of the entity with authority to bind the entity to these Terms and that you agree to these Terms on the entity’s behalf.

The effective date of this Agreement is the date on which you accept or are deemed to accept these Terms as described below.

1. Onshore Platform and Services

Onshore provides an AI-enabled technology platform designed to support the identification, substantiation, preparation, and defense of tax incentive and deduction studies, including but not limited to research and development tax credits, energy efficiency deductions, and cost segregation analyses.

The Services may include software tools, data ingestion and analysis capabilities, workflow automation, reporting outputs, integrations with third-party systems, and access to expert review where applicable. The Services, together with the Websites and any related features, tools, or functionality, are collectively referred to as the “Services.”

2. Acceptance of Terms

By accessing or using any of the Services or Websites, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services or Websites.

If you create an account or use the Services on behalf of an organization or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. The effective date of this Agreement is the earlier of when you accept these Terms or when you are deemed to have accepted them by accessing or using the Services.

3. Accounts

You must register an account to access and use certain features of the Services and Websites. By registering an account, you represent and warrant that you:

a. If an individual, are at least eighteen (18) years of age;
b. Are legally qualified to enter into a binding contract with the Company;
c. Are not prohibited by law from using the Services or Websites;
d. Have not submitted inaccurate or untruthful information during registration;
e. Do not maintain more than one account for the same Service;
f. Have not previously had an account terminated by the Company without express written permission; and
g. Are legally permitted to use and access the Services and assume full responsibility for your use of the Services and Websites.

You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You may not register more than one account or transfer your account to another person.

You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose them to any third party. You are responsible for all activities conducted through your account and must immediately notify the Company if you believe your credentials have been lost, stolen, or otherwise compromised.

To the extent permitted by applicable law, the Company may request identification or other information to verify your identity or conduct compliance checks. If you cease to meet the requirements of this section, the Company may suspend or terminate your account and delete associated User Content.

4. Authorized Users

The Company may permit you to grant individuals within your organization access to the Services from time to time (each, an “Authorized User”). You are solely responsible for all actions taken by Authorized Users and for their compliance with these Terms.

You agree to ensure that all Authorized Users are aware of and comply with these Terms, the applicable Privacy Policy, and any other rules or requirements governing use of the Services. Any obligations imposed on you under these Terms apply equally to Authorized Users.

You are responsible for providing any required disclosures to Authorized Users and for ensuring that their use of the Services complies with applicable laws and regulations.

5. Permitted Use and Use Restrictions

You may access and use the Services only for their intended purposes and in compliance with all applicable laws, rules, and regulations. You shall not:

a. Permit any unauthorized third party to access or use the Services;
b. Share, transfer, or disclose account credentials;
c. Make any portion of the Services publicly available without authorization;
d. Infringe or misappropriate intellectual property rights;
e. Commit or further fraud or identity theft;
f. Impersonate any person or entity;
g. Upload malicious code or harmful technologies;
h. Reverse engineer, decompile, disassemble, or disrupt the Services;
i. Bypass or circumvent security or access controls;
j. Use the Services to build or support competing products;
k. Harm or target minors;
l. Provide material support to designated terrorist organizations;
m. Send unsolicited or spam communications;
n. Transmit unlawful, deceptive, abusive, obscene, or defamatory content;
o. Engage in spoofing or phishing;
p. Abuse promotions or referral programs;
q. Resell, sublicense, or time-share the Services;
r. Encourage or enable others to engage in prohibited conduct;
s. Use the Services for illegal purposes; or
t. Assist any third party in violating these Terms.

6. User Content

You are solely responsible for all content that you submit to or through the Services (“User Content”) and for ensuring that such content is accurate, lawful, and up to date.

By submitting User Content, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, store, reproduce, modify, distribute, transmit, and display such User Content for business purposes. You waive any moral or publicity rights in such User Content.

The Company may retain or disclose User Content if required by law or in good faith to enforce these Terms, respond to claims, or protect the rights, property, or safety of users or the Company.

7. License to the Services

Subject to payment of applicable fees and compliance with these Terms, the Company grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services.

Except for this limited license, nothing in these Terms grants you any ownership or other rights in the Company’s intellectual property, including patents, copyrights, trademarks, trade secrets, or proprietary information.

8. Onshore’s Role

The Company does not control user conduct and is not responsible for the actions of users. The Company may monitor, review, remove, or restrict access to User Content or accounts to operate, secure, improve, and enforce the Services and these Terms.

The Company administers these Terms at its sole discretion and is not acting as an agent for any user.

9. Payment Processing

The Company uses third-party payment processors, including Stripe. Payment processing is subject to the processor’s terms and privacy policies, these Terms, and the Company’s Privacy Policy.

The Company is not responsible for errors or failures of payment processors.

10. Artificial Intelligence Technology

The Services incorporate artificial intelligence and machine learning technologies. Outputs depend on the quality and completeness of information provided and may contain inaccuracies.

You are responsible for reviewing and validating all outputs before reliance, including through human review as appropriate.

11. Violations

The Company may suspend, restrict, or terminate access to the Services if it determines that you have violated these Terms. The Company may pursue all available legal and equitable remedies.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates from all claims, damages, losses, liabilities, and expenses arising from your use of the Services, violation of these Terms, or infringement of third-party rights.

13. Changes to Services

The Company may modify, suspend, or discontinue the Services at any time without liability.

14. Third-Party Links and Services

The Services may contain links to third-party websites or services. The Company is not responsible for third-party content or services, and access to such sites is at your own risk.

15. Assumption of Risk

Your use of the Services is at your own risk. The Company makes no guarantees regarding outcomes, availability, or security of the Services.

16. Term and Termination

The Company may terminate or suspend access to the Services at any time. Upon termination, all fees become immediately due and User Content may be deleted. Provisions that by their nature should survive termination shall survive.

17. Disclosure

The Company may share identifiable and aggregated information with employees, contractors, and third parties as permitted by law and the Privacy Policy.

18. Limitations on Liability and Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND LIMITS LIABILITY TO THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

19. Binding Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS in King County, Washington. The Company may seek injunctive relief in court.

20. Governing Law

These Terms are governed by the laws of the State of Washington, without regard to conflict-of-law principles.

21. Amendment

The Company may amend these Terms at any time by posting updated terms. Continued use of the Services constitutes acceptance of the amended Terms.

22. Attorneys’ Fees

The prevailing party in any action to enforce these Terms is entitled to recover reasonable attorneys’ fees and costs.

23. Notices

The Company may provide notices via email, mail, or posting through the Services.

24. No Waiver; Severability

Failure to enforce any provision is not a waiver. If any provision is found unenforceable, it will be modified to the maximum extent permitted by law, and the remaining provisions will remain in effect.