TECHRUPT Acquisitions LLC “Creto”

Licensing Agreement

This Licensing Agreement (the “Agreement”) is entered into by and between Techrupt Acquisitions LLC (“Techrupt”) and the licensee designated on the signature page hereto (“Licensee,” “Client,” “you,” or “your”) and is effective as of the date the Client acknowledges and agrees to the terms by checking the acknowledgment box and completing checkout. This Agreement sets forth the terms and conditions under which Techrupt grants licensing rights and provides associated services, including access to the licensed technology and any related deliverables. By proceeding, the Client agrees to be bound by this Agreement, which governs the use of the licensed technology, associated services, and any deliverables provided by Techrupt.

1. Purpose. The purpose of this Agreement is to establish the terms under which Techrupt will license its proprietary construction management software application (the “App”) to the Licensee. The App is designed to optimize the Licensee’s construction operations by providing tools for efficient training, worker scheduling, and operational oversight. This Agreement outlines the licensing rights, obligations, and terms that ensure the Licensee can fully utilize the App while respecting Techrupt’s intellectual property.

2. Features and Development. 

(a) Current Features. Employees can access their assigned job site information through the app, which provides all relevant materials, including blueprints, instructional documents, and videos. The app features an integrated Learning Management System (LMS) and a chat system, allowing employees to communicate directly with their managers about site-specific tasks and questions. Communication is streamlined through automated notifications, ensuring employees receive essential updates, such as their daily site assignments and the foreman’s contact details, via push notifications and text messages. For superintendents and foremen, an admin panel and CRM system have been tailored to assign employees to specific job sites and distribute relevant training materials directly through the system. The admin panel also integrates automated communication features, sending daily site updates, push notifications, and text messages to employees. These updates include job site locations, relevant details, and the foreman’s contact information, ensuring employees are fully prepared before arriving on-site. The app automatically assumes that daily site assignments remain consistent with the previous day unless updates are made, simplifying operations and enhancing ease of use.Additionally, a project management portal is integrated into the system, enabling project managers to communicate with workers on-site, upload files, create checklists, manage schedules, and more. This ensures seamless coordination and efficient management of tasks. The app and portal work together to provide seamless project connectivity across all levels of the company, from management to foremen to on-site workers, ensuring that everyone stays informed and aligned. Both the website and mobile app will be fully branded for the client, providing a professional and cohesive user experience that supports effective communication and collaboration throughout the organization.

(b) Beta testing protocol. Techrupt will work with the client to seamlessly integrate their systems into the company. This process will ensure the app becomes an effective, streamlined tool for managing construction operations. Techrupt  may gather feedback from the client and their team to understand the practical challenges faced in daily operations and identify opportunities for improvement. The development of new features may be guided by these insights, ensuring that all updates and enhancements address real-world requirements. As part of this process, Techrupt may test each new feature in a controlled environment, assessing its functionality, reliability, and integration with existing app components.  Key areas of focus will include seamlessly integrating the advanced admin panel and CRM system, enabling superintendents and foremen to manage site assignments, training materials, and automated communications. The features will be tested to ensure they align with the company’s workflows, allowing seamless day-to-day operations. Techrupt will also work to resolve any bugs or technical issues promptly, ensuring the app remains stable and user-friendly as new features are introduced. Techrupt will provide training and onboarding support to ensure the client’s team can fully utilize the app’s capabilities. Techrupt may address problems the client has with custom solutions.

(c) Post Beta. Techrupt will provide updates and address bugs during the term of this Agreement to ensure minimal disruption to the client’s business. Critical issues will be prioritized, and clients must report bugs promptly with sufficient detail. Techrupt is not responsible for bugs caused by third-party integrations, unauthorized modifications, or misuse of the software.

(d) Bugs. For bugs or issues disrupting operational continuity, Techrupt will prioritize resolutions based on severity. Critical bugs that cause operational disruptions will be acknowledged within 24 hours, while major bugs significantly affecting functionality but not halting operations will be acknowledged within 48 hours. Minor bugs, which are non-urgent, will be acknowledged within 3 business days. While Techrupt will strive to resolve or mitigate critical bugs within 3 business days, major bugs within 5  business days, and minor bugs within 20 business days or during the next scheduled update, actual repair times may vary depending on the complexity and nature of the issue.

3. Intellectual Property.

(a) Ownership of Technology. Techrupt retains sole ownership of all software code, platforms, systems, methodologies, tools, designs, and other intellectual property (“Techrupt IP”) created or provided by Techrupt in connection with this Agreement. This includes all underlying code, frameworks, integrations, and enhancements developed for the licensed software. The Client acknowledges that Techrupt IP is and shall remain the exclusive property of Techrupt. All rights, title, and interest in and to the licensed technology, including but not limited to any software, source code, trade secrets, trademarks, or copyrights, are and shall remain the sole property of Techrupt. The Client acquires no ownership rights to the licensed technology under this Agreement

(b) Client Branding and Content. The Client retains ownership of all branding, trademarks, logos, proprietary content, and intellectual property (“Client IP”) that they provide or upload to the licensed software. Techrupt’s use of Client IP is limited to fulfilling the terms of this Agreement, and no rights to the Client’s branding or proprietary content are transferred to Techrupt.

(c) License to Use Software. Subject to the terms of this Agreement and full payment of applicable fees, Techrupt grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use the software for their internal operations. This license allows the Client to utilize the software’s functionality but does not confer ownership of any Techrupt IP incorporated into the software.

(d) Restrictions on Use.

The Client agrees not to:

(i) Copy, modify, distribute, or create derivative works of the software or any Techrupt IP;
(ii) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software;
(iii) Use the software outside the scope of the license granted under this Agreement.

(e) Licensed Third-Party Materials. If the software includes any third-party licensed materials (“Third-Party Materials”), the Client’s use of these materials is subject to the terms of the respective third-party licenses. Techrupt will notify the Client of any relevant licensing terms. The Client is solely responsible for obtaining any additional rights required for their specific use of Third-Party Materials.

(f) Enhancements and Updates. Any enhancements, updates, or modifications to the software made during the term of this Agreement shall remain the exclusive property of Techrupt. The Client will receive access to such updates as part of the licensed software, but no ownership rights are transferred.

(g) Survival. The terms of this section shall survive the termination of this Agreement.

4. Grant of License. Subject to the terms and conditions of this Agreement, Techrupt grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use the licensed technology solely for the Client’s internal business purposes for as long as the Client remains current with all payment obligations under this Agreement. Any attempt to sublicense, transfer, or otherwise make the licensed technology available to a third party without Techrupt’s express written consent is strictly prohibited and will be deemed a material breach of this Agreement.

5. Confidential Information; Non-Solicitation. In the course of performing the services under this Agreement, both parties may disclose to each other certain information considered confidential and proprietary (“Confidential Information”). This may include, but is not limited to, customer data, business strategies, software, developments, inventions, designs, pricing, sales materials, research, and other sensitive information related to business operations, relationships, and projects. Confidential Information encompasses both tangible and intangible data that is either marked as confidential or, due to the nature of the information or the context of its disclosure, should reasonably be regarded as confidential. Both parties agree to maintain the confidentiality of all disclosed information both during the term of this Agreement and for a period of five (5) years following its termination. The obligations regarding confidentiality will survive the expiration or termination of this Agreement. Confidential Information does not include information that (i) becomes publicly available without any breach of confidentiality obligations, (ii) was known by the receiving party before disclosure, (iii) becomes known to the receiving party from a third party without breach of confidentiality, or (iv) is independently developed by the receiving party. Both parties agree to protect the confidentiality of all disclosed information and not to use or disclose such information for any purpose other than in connection with the performance of services under this Agreement. Additionally, during the term of this Agreement and for a period of twelve (12) months after its termination, neither party will solicit or attempt to solicit for employment any employee or contractor of the other party without prior written consent.

6. Termination.

(a) Ease of termination.  Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party. All provisions of this Agreement that, by their nature, are intended to survive its expiration or termination, shall remain in effect after the termination or expiration of the Agreement.

(b) Post-Termination Obligations. Upon termination or expiration of this Agreement, the Client shall immediately cease using the licensed technology and remove it from any devices, systems, or platforms under their control. The Client will no longer have the right to host, distribute, or make the licensed technology available on any app store or other platform. Any access to the licensed technology or related systems will be revoked by Techrupt, and any continued use will constitute unauthorized access. 

(c) Transition Period. Techrupt shall provide a transition period of 90 days following the termination date, during which Techrupt will allow the Client to export any data associated with the services provided under this Agreement, collaborate with the Client to ensure an orderly transition of operations by transferring necessary information, access, or resources to minimize disruptions, and maintain access to critical services to ensure continuity throughout the transition period.

(d) Data Access. Techrupt agrees to provide all necessary assistance to ensure uninterrupted access to the Client’’s data, including facilitating data export and the transfer of essential operational resources, until the completion of a 90-day transition period following the termination date.

7. Limited Warranty and Indemnification.

(a) Limited Warranty and Operational Reliability. Techrupt warrants that the licensed technology will substantially conform to its written specifications and that the Services will be performed in a professional, workmanlike manner by individuals with the requisite skills, training, and expertise. This warranty will remain in effect for ninety (90) days following the delivery of any licensed technology or completion of any Service (“Warranty Period”). If the Client provides written notice of any non-conformity within the Warranty Period, Techrupt will, at its sole option and expense, repair or replace the non-conforming licensed technology or re-perform the non-conforming Services or This warranty does not cover issues arising from misuse, unauthorized modifications, third-party integrations, or circumstances beyond Techrupt’s control. EXCEPT AS EXPRESSLY PROVIDED, THE LICENSED TECHNOLOGY AND SERVICES ARE PROVIDED “AS IS,” AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(b)  Indemnification.  Techrupt agrees to defend and hold Client harmless from any legal action brought against Client by a third party, provided the claim is based on an allegation that the Deliverables, as provided by Techrupt to Client, infringe or misappropriate any intellectual property rights of the third party. The Client agrees to indemnify, defend, and hold Techrupt harmless from any claims, demands, or legal actions brought by end-users of the app or platform against Techrupt, including but not limited to claims arising from job loss, injury, or death allegedly caused by the use of the app or platform.

(c) Limitation of Liability. In no event shall Techrupt be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, or use, arising out of or in connection with this Agreement, even if Techrupt has been advised of the possibility of such damages. Techrupt’s total liability under this Agreement shall not exceed the amount of fees paid by the Client in the Six (6) months preceding the event giving rise to the claim.

8. Licensing Fee

(a) Licensing Fee. Client agrees to pay Techrupt an annual licensing fee of $10,000 (the “Licensing Fee”) until the agreement is terminated. The Licensing Fee covers the ongoing provision of the Deliverables as outlined in this Agreement. Failure to remit payment in a timely manner may result in the suspension of services. The licensing fee will be automatically charged to the provided credit card on the same date annually.

(b) Discounts. Techrupt May provide a discount via a coupon code. The terms displayed during checkout will be honored.

(c) Third-Party Platform Expenses.  Techrupt will provide written notice and obtain the Client’s written approval before proceeding with any third-party costs. The Client agrees to pay these costs directly to the third parties where feasible. If direct payment is not possible, Techrupt will cover the expenses, and the Client will reimburse Techrupt after approval.

(d) Non-Refundable. The Licensing Fee is non-refundable. Techrupt allocates resources to fulfill its obligations under this Agreement, and as such, payments made under the Licensing Fee are not subject to reimbursement.

9. Non-Exclusive. This partnership is non-exclusive, and Techrupt retains the flexibility to engage with other companies and clients concurrently and in similar capacities. Techrupt reserves the right to license the app to other clients.

10. Ownership of Data. The Client retains sole and exclusive ownership of all data generated, collected, or otherwise inputted through the licensed technology by the Client or its users. Techrupt will not claim any ownership rights over such data and will only access or use it to the extent necessary to provide the Services or as required by applicable law. Upon termination or expiration of this Agreement, Techrupt will, at the Client’s request and expense, return or securely destroy all Client data in its possession. Techrupt agrees to handle all user data in compliance with applicable data protection and privacy laws. The Client acknowledges responsibility for securing and managing their end-user data in accordance with applicable regulations.

11. Data Protection and Privacy Compliance.

(a) Compliance with Laws. Techrupt agrees to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), in connection with the processing of any personal data under this Agreement.

(b) Data Breach Notification. In the event of a data breach involving personal data processed under this Agreement, Techrupt shall notify the Client promptly and no later than 72 hours after becoming aware of the breach. Such notification shall include all necessary details regarding the nature of the breach, affected data subjects, and any measures taken to mitigate the breach.

(c) Indemnification. Techrupt shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or relating to any breach of this clause, including but not limited to data breaches, non-compliance with applicable laws, or failure to provide timely notification.

12. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  The parties may modify or supplement the Agreement only by a written document signed by an authorized representative of each party. Each party agrees to take all such further action, during and after the term of this Agreement, as may be required by law or which the other party reasonably deems necessary or useful in furtherance of the purposes and the objectives and intentions underlying this Agreement, and shall execute any instruments that may be necessary to give full legal effect to the provisions of Section 3. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New Jersey, without regard to conflict of laws rules thereof.

The Customer acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement. The Customer further agrees that their use of the Service constitutes their acceptance of these terms, and that any subsequent use of the Service will be governed by the most current version of this Agreement.