Terms & Conditions

Software as a Service (SaaS) Agreement for CHARM Online Studio with Texas A&M AgriLife Extension Service

Effective Date: [Effective Date to be provided]Version: 20260824

Please read the following terms and conditions carefully before accessing or using this application platform. These terms and conditions create a legally binding contract between you and the provider, Texas A&M AgriLife Extension Service. By selecting and clicking the acknowledgment at the conclusion of this Agreement and by further accessing, creating an account, signing on to, using, or continuing to use CHARM Online Studio, you agree to be bound by the terms and conditions contained in this Agreement.

Acceptance of the Terms of Use

Welcome to CHARM Online Studio, a web-based community hazard analysis and resilience mapping platform designed to support collaborative planning and mitigation workflows. The following terms and conditions (“Terms”) govern your access to and use of CHARM Online Studio, including any content, functionality, and services offered on or through CHARM Online Studio.

These Terms constitute a legally binding Software as a Service (“SaaS”) Agreement (“Agreement”) between the Client (“Client,” “you,” or “your”) and Texas A&M AgriLife Extension Service (“AgriLife,” “we,” or “us”), a member of the Texas A&M University System (“A&M System”) and an agency of the State of Texas, with principal offices at College Station, Texas. AgriLife is the developer, owner, and provider of CHARM Online Studio. Client and AgriLife are sometimes collectively referred to as the “Parties” and individually as a “Party.”

By selecting and clicking the acknowledgment at the conclusion of this Agreement, you agree to be bound by the terms and conditions contained in this Agreement. Further, by accessing, creating an account, signing on to, using, or continuing to use CHARM Online Studio as an Authorized User or Client, you acknowledge that you have read, understood, accepted, and agree to be bound and abide by the terms of this Agreement and our Privacy Policy, found in Exhibit G of this Agreement. If you do not agree to these Terms or our Privacy Policy, you may not access or use CHARM Online Studio.

If you access or use CHARM Online Studio on behalf of an organization, including your employer, you represent and warrant that you have authority to bind that organization to these Terms, and all references to “you,” “your,” or “Client” throughout this Agreement shall refer to both that organization and the individual acting on its behalf, as applicable.

Changes to the Terms of Use

We reserve the right to update these terms and conditions at our sole discretion. All changes are effective immediately upon publishing and apply to all access to and use of the Website thereafter. Your continued use of CHARM Online Studio following the posting of revised terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Recitals

AgriLife is the developer and owner of CHARM Online Studio, a web-based community hazard analysis and resilience mapping platform for collaborative planning and mitigation workflows.
Client has represented a desire to purchase access to CHARM Online Studio as a SaaS.
AgriLife is willing to grant to Client, and Client is willing to accept, a license to use AgriLife’s intellectual property, upon the terms and conditions below.

NOW THEREFORE, in consideration of the covenants and premises contained in this Agreement, the receipt and sufficiency of which is acknowledged, these terms and conditions govern Client’s access and use of CHARM Online Studio and establish the conditions under which AgriLife provides its Services, and the Parties agree as follows:

Article I – Definitions

Defined Term	Meaning
Affiliate	With respect to a specified entity, any entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity during the term of such control.
Aggregated Statistics	Data and information related to Client's use of the SaaS Services used by AgriLife in an aggregate and anonymized manner, including for statistical, performance, and platform improvement purposes.
AgriLife IP	The Services, Documentation, and all intellectual property related to the Application Platform, including Aggregated Statistics and information derived from AgriLife's monitoring of use, but excluding Client Data.
Application Platform / Platform	CHARM Online Studio and its modules, functions, AI Facilitation Personas, Session Agenda Builder, Live Workshop features, DataGrid Connect infrastructure, data catalog, map visualization tools, and all supporting technology, updates, releases, improvements, and corrections.
Authorized User(s)	Client's employees, consultants, contractors, agents, and community stakeholders authorized by Client to use the Services and for whom access has been purchased. The number may not exceed the Authorized Seats in the applicable Order.
Authorized Seat(s)	The total number of logins Client is permitted to access at a given time, as specified in the applicable Order.
Beta Period	The limited period during which Beta Users may access specified Beta Services, as stated in an Order, SOW, Documentation, in-application notice, or other written notice from AgriLife.
Beta Services	Preview, experimental, or evaluation features designated as beta or similar, which may be incomplete, contain defects, and may be modified, suspended, or discontinued at any time.
Beta User	An Authorized User expressly approved to access Beta Services during a defined Beta Period, with no right to continued access unless stated in an Order.
Client	The party executing the purchase of CHARM Online Studio as a SaaS.
Client Data	Information, data, and content submitted, posted, or transmitted by or on behalf of the Client or an Authorized User through the Services, including geospatial data, hazard inputs, workshop notes, participation records, credentials, and planning documents, excluding Aggregated Statistics.
Confidential Information	Any non-public information made available by Client through CHARM Online Studio, including technical or business information identified as confidential.
Data Center	The secure facilities in which the infrastructure used to host and operate the Application Platform resides, including Microsoft Azure cloud facilities in the United States.
Development Environment	A non-production environment for configuration, integration, development, demonstration, testing, or validation, not intended for live operations or production data unless expressly authorized in writing.
Discoveries	Any intellectual property created by AgriLife incorporating or necessarily using the SaaS Services, Application Platform, or know-how, whether patentable or not.
Documentation	AgriLife's user guides, self-help articles, knowledge base content, FAQs, tutorial videos, manuals, and AI facilitation resources relating to CHARM Online Studio.
Effective Date	The date the last Party executed this Agreement.
Force Majeure Event	An event proximately caused by war, strike, act of God, or similar circumstances outside the control of well-managed businesses.
Go-Live	The date AgriLife authorizes Production Services for Client's operational use following readiness, testing, or acceptance activities identified in an Order, SOW, or Implementation Workplan.
Implementation Services	Migration, implementation, integration, configuration, testing, onboarding, and related development services described in an Order or SOW.
Intellectual Property	All algorithms, APIs, concepts, confidential information, data, databases, deliverables, designs, documentation, know-how, inventions, improvements, software, copyrightable works, trademarks, and service marks.
Members	Member institutions and agencies of the A&M System, whether existing as of the Effective Date or later established.
Order	An order under which Client purchases SaaS Services or access rights to the Application Platform.
Order Start Date	The date the SaaS Services commence, as set forth in the applicable Order.
Pilot Services	A limited, time-bound deployment of the Application Platform to selected communities, use cases, or user groups for validation, adoption assessment, training, or phased rollout.
Pilot User	An Authorized User designated to participate in Pilot Services during the applicable pilot period.
Premium Maintenance Services	Fee-based, customer-specific maintenance requested by Client and accepted by AgriLife in an Order or SOW, beyond Standard Maintenance.
Production Services	Generally available SaaS Services authorized for Client's live operational use on or after Go-Live, excluding Beta Services and Development Environments unless expressly stated otherwise.
Professional Services / Premium Support Services	Fee-based services identified in a SOW, Order, or this Agreement, including implementation, training, facilitation consulting, support, configuration, integration, development, and other customer-specific services.
SaaS Service	CHARM Online Studio's online services, interfaces, AI features, collaboration tools, data infrastructure, help resources, and related technology made available by AgriLife via the Platform and Internet.
Security Event	An event involving unauthorized or potentially unauthorized access to Client Data or Confidential Information, or unauthorized use of such data through the Platform or by an Authorized User.
Services	Collectively, the Professional Services and SaaS Services, including access to and use of CHARM Online Studio.
Service Levels	Availability and support commitments, if any, set forth in Exhibit F.
Standard Maintenance	Generally applicable hosting maintenance, security patches, bug fixes, corrections, and updates made available as part of the applicable SaaS subscription.
Third-Party Terms	Terms and conditions imposed by a third-party provider and applicable to a Third-Party Product.

Article II – Scope of Services, Access Rights, and Restrictions on Use

Grant. Subject to payment of Fees and compliance with this Agreement, AgriLife grants Client and designated Affiliates a non-exclusive, non-sublicensable, non-transferable right to access and use CHARM Online Studio, the Application Platform, and Documentation in accordance with the applicable Order, Documentation, and this Agreement. Use is limited to internal community planning, hazard mitigation, and resilience management purposes.
Provision of Services. Unless expressly provided otherwise, AgriLife will host, operate, maintain, and support the Platform on Microsoft Azure; make upgrades, enhancements, and corrections generally available; and provide disaster recovery and business continuity capabilities in accordance with Exhibit B.
Service Levels. AgriLife shall provide SaaS Services to Client in accordance with Article V.
Access and Use Rights. Client is responsible for its own Internet access. AgriLife grants a limited license to use and access the Platform in accordance with applicable Orders, Documentation, and this Agreement.
Orders. The initial Order is attached as Exhibit A. Additional Services or expanded use require a new executed Order. All Orders incorporate this Agreement and its Exhibits.
Limitations on Use. Client may not sell, rent, lease, sublicense, transfer, modify, translate, reverse engineer, decompile, disassemble, derive works from, mirror, or remove proprietary notices from the Platform or Documentation.
Affiliate Participation. Affiliates may procure Services under this Agreement through execution of an Order and will then be treated as a party with the same rights and obligations as Client.
Reservation of Rights. AgriLife reserves all rights not expressly granted.
Suspension. AgriLife may temporarily suspend access if there is a threat, security risk, illegal use, legal prohibition, or a third-party dependency issue. AgriLife will use commercially reasonable efforts to provide notice and restore access when practicable.
Security. AgriLife will implement appropriate safeguards. Client is responsible for maintaining credential confidentiality and for Client Data transmitted through the Services.
Aggregated Statistics. AgriLife may monitor use and compile Aggregated Statistics and retains all rights in them. AgriLife may use them for improvement, AI training, decision-support improvement, large language model training, and publication, subject to the limits described in the Agreement.
General. Client is responsible for all uses of the Services resulting from access provided by Client and for the acts and omissions of Authorized Users.
Third-Party Products and Terms. Some platform capabilities may rely on third-party products subject to their own terms. AgriLife is not responsible for third-party products or providers.

Article III – Implementation

Implementation. AgriLife may prepare a Preliminary Implementation Plan and, where applicable, a Detailed Implementation Plan or Implementation Workplan covering resources, schedule, integrations, training, testing, onboarding, and budget.
Further Developments to Beta Phase. CHARM Online Studio is currently offered in a beta phase and may contain Beta Services. Access to Beta Services does not create any right to continued access or future releases.
Additional Professional Services. Client may elect to purchase additional Professional Services through an Order or SOW.
Changes and User Feedback. Proposed changes, feature requests, or recommendations are treated as Feedback unless AgriLife elects in writing to evaluate them as a Change Order.
Service Phases. Services may be designated as Development Environment, Beta Services, Pilot Services, or Production Services, with the applicable Order or SOW controlling permitted use and transition requirements.
Transition to Production. Participation in Beta or Pilot phases does not guarantee Production Services. Production requires AgriLife Go-Live authorization and satisfaction of stated requirements.

Article IV – Training, Support, and Maintenance

Training and Self-Service Resources. Unless otherwise stated, standard training consists of self-service and user-guided resources such as Documentation, articles, videos, guided workflows, and AI-assisted in-application guidance. Customized or instructor-led training is a fee-based Professional Service or Premium Support Service.
Standard Maintenance. Included in the applicable SaaS Charges for Production Services and may include hosting maintenance, security patches, bug fixes, corrections, and updates.
Premium Support and Premium Maintenance. Additional support or maintenance is available only when expressly included in an executed Order or SOW.
Cooperation with and Access by Third Parties. Client may use third-party contractors with AgriLife’s prior written consent, subject to NDA and access restrictions.

Article V – Service Levels

The SaaS Services will meet or exceed the availability standard set out in Exhibit F. The availability commitment applies only to Production Services after Go-Live and does not apply to Beta Services, certain Pilot Services, Development Environments, Third-Party Products, Professional Services, Premium Support Services, or Premium Maintenance Services unless expressly stated otherwise.

AgriLife will use commercially reasonable efforts to continuously improve CHARM Online Studio and the Application Platform, including AI facilitation capabilities, data sources, map visualization, and workshop collaboration features, at no additional charge for standard improvements.

Article VI – Fees

SaaS Fees. Client will pay the SaaS Charges set forth in the applicable Order and/or Exhibit E. These fees are due at the beginning of each three-month period starting with the Effective Date.
Professional Services and Future Fees. Client will pay the charges set forth in the applicable Order, SOW, and/or Exhibit C for fee-based services.
Automatic Renewal. Unless Client gives written notice at least thirty days before the end of the current term, SaaS Services and access rights automatically renew.
Payment of Fees. Undisputed charges are due within thirty days of invoice receipt. Late fees may apply after notice and cure period. The Parties will use good faith efforts to resolve disputes.
Reimbursement of Expenses. Client will reimburse approved, reasonable out-of-pocket expenses for Professional Services in accordance with Exhibit E.
Taxes. Fees are exclusive of taxes and similar assessments unless Client provides a valid exemption certificate.
Right to Inspection. Client grants AgriLife or its accountants, with notice and subject to limits, the right to examine records related to Agreement compliance.

Article VII – Confidentiality

Confidential Information. Subject to the limitations in this Article, all non-public information maintained by AgriLife will be deemed Confidential Information. Client is responsible for determining whether submitted information contains confidential, personal, or sensitive information.
Exclusions. Confidential Information excludes information that becomes public through no fault of AgriLife, was already known to AgriLife, or is properly received from a third party.
Required Disclosure. As a state entity, AgriLife may be subject to public information laws and may disclose information when legally required, with notice where reasonably practicable.
Data Security. AgriLife will use commercially reasonable efforts to protect Client Data and maintain a written security program as described in its Privacy Policy in Exhibit G.
Security Events. AgriLife will notify Client within a commercially reasonable period of a Security Event and cooperate in mitigation and remediation as required by law.
Use of User Data. AgriLife may use AI, machine learning, and large language model technologies in connection with the Platform and may use Client Data, Aggregated Statistics, inputs, prompts, and responses for development and improvement purposes.

Article VIII – Intellectual Property Ownership; Feedback

AgriLife IP. AgriLife owns all right, title, and interest in the AgriLife IP, including CHARM Online Studio and associated platform components.
Ownership Rights. Except for rights expressly granted to Client, AgriLife retains all rights in the Platform, Documentation, and AgriLife Confidential Information.
Ownership of Client Data. Client owns all right, title, and interest in Client Data. Client grants AgriLife an irrevocable, nonexclusive, royalty-free right to retain and use Client Data solely in aggregated or de-identified form for research, large language model training, and educational purposes, subject to the Agreement’s limitations.
Return of Client Data. Upon termination, AgriLife will promptly return Client’s Confidential Information and Client Data, then delete Client Data and related environments dedicated to Client and verify deletion in writing.
Deliverables. Any written materials or deliverables expressly stated to be owned by Client will be the property of Client.
Feedback. AgriLife is free to use Feedback without attribution or compensation and Client assigns to AgriLife all rights in such Feedback.

Article IX – Term and Termination

Term. The initial term begins on the Effective Date and continues for one year unless terminated earlier. It automatically renews unless either Party gives at least thirty days’ notice of non-renewal.
Termination by AgriLife. AgriLife may terminate for failure to pay undisputed charges after notice and cure, subject to the threshold described in the Agreement.
Termination by Client. Client may terminate for AgriLife’s uncured material breach or failure to perform disaster recovery obligations causing material adverse impact.
Bankruptcy. Either Party may terminate upon specified insolvency or bankruptcy events not dismissed within 120 days.
Pro-Rata Refund. Prepaid charges are refundable on a pro-rata basis if Client terminates the Agreement or an Order.
Effect of Termination. Rights and licenses terminate, use must cease, service access ends, confidential information may be returned on request, and accrued charges or refunds become payable within the stated period.

Article X – Indemnification and Representation

Indemnification. Client must indemnify, defend, and hold harmless AgriLife, its members, regents, officers, and employees against claims, proceedings, demands, liabilities, or expenses relating to Client actions, alleged infringement tied to Client actions, use or advertisement of the Platform by Client or Authorized Users, or Client obligations under the Agreement.

Representation. AgriLife represents that it owns the rights necessary to perform the Services and grant the rights in the Agreement. AgriLife makes no other representations or warranties, express or implied, including merchantability or fitness for a particular purpose.

Article XI – Notices

Client will promptly advise AgriLife in writing of any known misappropriation or misuse of Confidential Information and take prompt steps to prevent recurrence. Notices required or permitted under this Agreement must be in writing and are deemed given by certified mail, overnight carrier, email with confirmation, or personal delivery.

Notice Address for AgriLife

2222 Bay Area Blvd
Houston, TX 77058
Email: charmonlinestudio@ag.tamu.edu

Article XII – Miscellaneous Provisions

Export Controls. AgriLife is subject to U.S. export control laws and regulations.
Public Information Act. Client acknowledges AgriLife’s obligations under Chapter 552 of the Texas Government Code.
Non-Use of Names. Client may not use the names of The Texas A&M University System, AgriLife, CHARM Online Studio, employees, or Members in advertising or promotions without prior written consent.
Trademarks. No trademark license is granted by either Party.
Assignment. This Agreement is assignable only with AgriLife’s written consent.
Tax Identification. Client must provide a valid federal tax identification number within thirty days of the Effective Date.
Force Majeure. Other than payment obligations, AgriLife must excuse breach for the period a Force Majeure Event impacts Client’s performance, subject to documentation and exclusions.
Entire Agreement. This Agreement supersedes prior agreements regarding the Services and Platform and may be modified only by a written amendment signed by AgriLife.
Governing Law. Texas law and applicable U.S. law govern the Agreement.
Construction. Headings are for convenience only; singular and plural are interchangeable where appropriate; “or” means “and/or” unless otherwise specified.
No Waiver. Waivers must be in writing and signed. Invalidity of one provision does not affect the remainder.
Privileges and Immunities. Nothing waives AgriLife’s exemptions, privileges, or immunities under Texas law.
Independent Contractor. The Parties are independent contractors and not partners, joint venturers, or agents of each other.
Counterparts. The Agreement may be executed in counterparts, including by clicking an “Accept” button.
Venue. Venue for legal proceedings against AgriLife is in the county where the principal office of AgriLife’s governing officer is located.
Legal Compliance. Client must comply with applicable federal, state, and local laws and regulations.
Order Forms. Client may use its own purchase order forms for administrative convenience, but their printed terms do not apply except for required informational fields.

Acknowledgment

The Parties have caused this Agreement to become effective as of the date Client has selected and clicked the acknowledgment at the conclusion of this Agreement.

Exhibit A – Purchase Order / Order Form

For requests under the CHARM Online Studio SaaS Agreement.

Program / Product Name. CHARM Online Studio

Purchase Order Number. [Purchase Order number to be provided]

Software Description

CHARM Online Studio – web-based community hazard analysis and resilience mapping SaaS platform, including AI Facilitation Personas, Session Agenda Builder, DataGrid Connect, and Live Workshop features.

Tier / Subscription Level. [Tier to be provided] — for example Community Pilot, Municipal, or Regional.

The applicable Order states the Number of Authorized Seats, the Number of Pilot Communities, the Requested Delivery or Start Date, and the Initial Term.

This Purchase Order Attachment, including the quantities and terms set forth in it, applies only to CHARM Online Studio as described above and, when executed by both Parties, is incorporated by reference into the SaaS Agreement entered into by and between Client and Texas A&M AgriLife Extension Service.

Exhibit B – Disaster Recovery Plan

CHARM Online Studio — Microsoft Azure (United States), Multi-Availability-Zone Deployment

B.1 Purpose and Scope

This Disaster Recovery and Business Continuity Plan (the “DR Plan”) describes how AgriLife protects the availability and integrity of CHARM Online Studio and Client Data hosted on the Microsoft Azure cloud platform in the United States, and how AgriLife restores the Service following a disruptive event. It supports AgriLife’s obligations under Sections 2.02 and 2.10 of the Agreement and the Availability specified in Exhibit F. This Exhibit states AgriLife’s recovery commitments at a high level; the underlying technical configurations and operational runbooks are maintained internally by AgriLife and updated as the Application Platform evolves.

Scope covers the production Service: the public edge layer, the application and map-tile services, the geospatial database, object storage for tiles and attachments, secrets management, realtime messaging for collaborative sessions, and the supporting deployment and monitoring tooling.

B.2 Recovery Objectives

Recovery Time Objective (RTO): 1–4 hours. The target elapsed time to restore the production Service to normal operation following a declared disaster.

Recovery Point Objective (RPO): 15–60 minutes. The maximum acceptable loss of Client Data, measured backward from the moment of disruption.

These objectives represent the ceiling for a severe, region-level event. Failures contained within the region, including the loss of a single Availability Zone, are absorbed automatically by the multi-zone design with effectively no data loss and substantially shorter recovery, and do not require a disaster declaration.

Data domain	Protection approach	Effective RPO	Recovery path
Geospatial database	Zone-redundant high availability with point-in-time restore	A few minutes (within target)	Automatic zone failover; restore for regional recovery
Object storage (tiles and attachments)	Zone-redundant in region; geo-redundant replication for regional DR	Near-zero in region	Fail over to replica; regenerate derived tiles as needed
Secrets and configuration	Zone-redundant store with soft-delete protection	Near-zero	Available across zones; restore from soft-delete if needed
Application compute	Stateless containers; images retained in a registry	Not applicable (stateless)	Automated redeployment from the registry

B.3 Architecture and Resilience Posture

The production environment runs across multiple Availability Zones within a single Azure region. Application compute has no public ingress; data services are reached over a private network using managed workload identities rather than shared credentials. The table summarizes the resilience approach for each layer and what is required to extend protection from zone-level to region-level.

Layer	In-region resilience (multi-zone)	Region-level recovery
Public edge (content delivery + web application firewall)	Globally distributed service with TLS and WAF at the edge	Inherently multi-region; failover to a secondary origin
Application and map-tile services	Zone-redundant container platform; automatic rescheduling across zones	Redeploy in a paired region from the image registry via automated pipeline
Container image registry	Zone-redundant	Cross-region replication so images are ready in the paired region
Geospatial database	Zone-redundant standby with automatic failover; point-in-time restore	Geo-redundant backup or a cross-region replica
Object storage (tiles and attachments)	Zone-redundant storage	Geo-redundant replication to a paired region
Secrets and configuration store	Zone-redundant with soft-delete	Re-provision and re-grant workload identities in the recovery region
Realtime messaging (collaborative sessions)	Managed regional service; clients reconnect on transient loss	Stand up in the recovery region; clients reconnect
Monitoring and alerting	Centralized diagnostics and alerts drive detection	Operates independently of the failing region

B.4 Backup and Data Protection

Database. Continuous backup with point-in-time restore over a multi-day retention window, providing a recovery point of only a few minutes, comfortably inside the 15–60 minute RPO. Geo-redundant backup supports cross-region restore.
Object storage. Tiles and attachments are held in zone-redundant storage in region, with geo-redundant replication used for region-level recovery. Derived tile artifacts can also be regenerated from source data where applicable.
Secrets and configuration. Stored with zone redundancy and soft-delete, allowing recovery of deleted items within the retention window.
Application images. Service images are retained in a registry and redeployable on demand.
Infrastructure as code. The environment is defined in code and rebuilt through an automated deployment pipeline, enabling reproducible recovery rather than manual reconstruction.
Client Data export. On Client request and on termination, AgriLife provides backup media containing Client Data in a mutually agreed format, consistent with Sections 2.10 and 8.04 of the Agreement.

B.5 Failure Scenarios and Response

Scenario	Response	Expected RTO / RPO
Single instance failure	The platform automatically reschedules a healthy replica; no manual action	Seconds–minutes / none
Loss of one Availability Zone	Compute reschedules to surviving zones; the database fails over to its zone-redundant standby; storage is unaffected	Minutes / near-zero
Database failure or corruption	Promote the standby or restore to the last consistent point	Minutes–under 1 hr / a few minutes
Object storage impairment	Fail over to the replica; regenerate derived tiles as needed	Under 1 hr / near-zero in region
Secrets store unavailability	Recover from soft-delete or the recovery region; re-grant workload access	Under 1 hr / near-zero
Full regional outage (disaster declared)	Execute the recovery procedure in B.6 against the paired region	1–4 hr / 15–60 min
Accidental deletion or logical corruption of Client Data	Point-in-time restore to a moment before the error	Under 1–2 hr / immediately before the event

B.6 Recovery Procedure (High Level)

Detect. Automated alerts and health probes surface the incident to on-call staff.
Assess and declare. Classify severity and scope; the designated incident lead declares a disaster if region-level recovery is required.
Stabilize. Contain the event and prevent further data loss.
Restore the data tier. Recover the database and confirm storage and secrets availability in the target region.
Restore compute. Redeploy the application and map-tile services from the registry via the automated pipeline, bound to the recovered data tier over the private network.
Restore edge and routing. Re-point the edge layer to the recovered origin and confirm security and routing.
Validate. Run health checks across the map interface, tile rendering, database connectivity, and realtime messaging; verify data is current to within RPO.
Communicate. Notify Client per Article XI; if the event involves unauthorized access, the notification obligations in Section 7.05 and the Security Program in Exhibit G apply in parallel with recovery.
Post-incident review. Document root cause, timeline against RTO/RPO, and corrective actions.

B.7 Business Continuity for Active Workshop Sessions

Live Workshop is part of the SaaS Service, and Exhibit F sets an expectation of reliable connectivity during active sessions. Persisted session artifacts — agenda, notes, uploaded data, and participation records — are Client Data recovered to within the RPO; live connections re-establish on reconnect, and any third-party video integration is governed by its provider’s own continuity terms.

B.8 Detection, Alerting, and Escalation

Continuous diagnostics, metrics, and alerts are collected centrally and routed to on-call staff.
Incidents are classified by severity; a designated incident lead holds disaster-declaration authority.
Escalation paths and contacts are maintained in AgriLife’s internal runbook and reviewed on the cadence in B.10.

B.9 Roles and Responsibilities

Role	Responsibility
Incident Lead	Declares disasters, coordinates response, owns communications and decision-making
On-Call Engineer	First responder; triages alerts and executes initial stabilization and recovery steps
Platform / Infrastructure	Executes data-tier and compute recovery and manages redeployment and failover
Security / Privacy	Assesses Security Events; drives Section 7.05 notification and Exhibit G obligations
Client Liaison	Delivers status updates to Client per Article XI and coordinates Client-side actions

B.10 Testing and Maintenance

A disaster recovery exercise, being a failover and restore drill, is performed at least annually, supplemented by tabletop reviews.
Every incident is followed by a post-incident review with corrective actions tracked to closure.
This DR Plan is reviewed at least annually and after any material change to the architecture.
A summary of test results is made available to Client on reasonable request.

B.11 Assumptions and Exclusions

Client is responsible for its own Internet access to the Service, as provided in Section 2.04.
Recovery objectives assume events that are not excused as a Force Majeure Event under Section 13.07.
Third-party integrations, including video conferencing and external GIS data sources, are subject to their own availability and continuity terms, as contemplated by Section 2.13.
The recovery objectives apply to the production Service and Client Data, and do not extend to Client-side systems or third-party services outside AgriLife’s control.

Exhibit C – Implementation Services

Purpose and Incorporation

This Exhibit C establishes the default framework for Implementation Services, Professional Services, Premium Support Services, Premium Maintenance Services, and the transition among Development, Beta, Pilot, and Production Services. Client-specific scope, dates, deliverables, fees, and dependencies must be stated in an applicable Order, SOW, or Implementation Workplan. If there is a conflict, the applicable Order or SOW controls solely with respect to the expressly identified Client-specific scope.

C.1 Beta and Pilot Participation

The applicable Order or SOW should identify: (a) the Beta or Pilot period; (b) participating communities and users; (c) authorized features and use cases; (d) permitted and prohibited data; (e) evaluation or success criteria; (f) feedback activities; (g) applicable support; (h) confidentiality or publicity restrictions; and (i) transition, export, retention, or deletion requirements. Beta Users and Pilot Users remain Authorized Users and are subject to this Agreement. Participation does not guarantee production release, continued access, a future license, a discount, or implementation of submitted Feedback.

C.2 Implementation Workplan

When applicable, the Implementation Workplan may include: project governance and contacts; Client and AgriLife responsibilities; configuration specifications; Development Environment activities; DataGrid and third-party GIS integration tasks; data formats and validation; AI Facilitation Personal configuration; testing and acceptance criteria; phased, Beta, or Pilot onboarding; training resources and schedule; Go-Live readiness requirements; target dates; budget; assumptions; dependencies; and closeout or transition activities.

C.3 Data and Integration Readiness

Client is responsible for the accuracy, completeness, legality, rights, and timely delivery of Client Data and third-party credentials or approvals. AgriLife may reject data that is corrupted, malicious, incomplete, incompatible, or submitted without adequate rights. Any migration, transformation, reconciliation, or custom integration obligations of AgriLife must be expressly stated in an Order or SOW. Third-Party Products remain subject to Third-Party Terms.

C.4 Training

Standard training may be delivered through Documentation, self-help technical articles, knowledge-base content, tutorial videos, user-guided workflows, and AI-assisted or AI-facilitated guidance. AI facilitation requires user direction and review. Customized, instructor-led, facilitated, onsite, or community-specific training is a Professional Service or Premium Support Service and is chargeable when identified in an Order or SOW.

C.5 Acceptance and Go-Live

If acceptance criteria are included in an Order or SOW, Client will review the applicable deliverable within the stated review period and either accept it or identify material nonconformities with reasonable specificity. AgriLife will address only those correction or re-performance obligations expressly stated in the applicable Order or SOW. Operational use, written acceptance, or Go-Live authorization constitutes acceptance to the extent provided in the applicable Order or SOW. In the absence of stated acceptance criteria, AgriLife may determine readiness for release or Go-Live based on its standard operational and security review.

C.6 Standard Maintenance

Standard Maintenance is included in the SaaS Charges for Production Services. It includes generally applicable hosting maintenance, security patches, bug fixes, corrections, and updates selected and scheduled by AgriLife. It excludes custom development, requested enhancements, customer-specific data correction, maintenance of custom integrations or configurations, legacy support, dedicated maintenance windows, facilitation, and third-party charges.

C.7 Premium Support and Premium Maintenance

Professional Services, also referred to as Premium Support Services, and Premium Maintenance Services are optional and fee based. Examples include customized onboarding, priority or specialized support, community facilitation, customized training, custom configuration, DataGrid integration, integration monitoring, customer-specific data maintenance, feature development, legacy support, and dedicated maintenance activities. No such service is included unless identified in an executed Order or SOW.

C.8 Fees and Expenses

Fees, invoicing milestones, approved expenses, and payment terms for Implementation Services, Professional Services, Premium Support Services, and Premium Maintenance Services will be stated in the applicable Order, SOW, or Exhibit E. AgriLife will not separately charge for Standard Maintenance included in the applicable subscription. Work outside an executed scope requires a mutually executed Order, SOW, or Change Order.

C.9 Phase Transition or Closeout

At the end of a Development, Beta, or Pilot phase, AgriLife may transition the applicable feature or deployment to Production Services, extend the phase, modify or discontinue the feature, or close the environment. The applicable Order or SOW will state any required data export, migration, validation, retention, or deletion process. Client must obtain a separate production entitlement when required by AgriLife.

Exhibit D – Change Control Procedures

Purpose

This Exhibit D distinguishes nonbinding Client Feedback from a mutually authorized change to an Order, SOW, or the Services. Submission of a request does not obligate AgriLife to provide Professional Services, Premium Support Services, development, configuration, maintenance, or any modification to the Application Platform.

D.1 Submission of Requests

Client may submit suspected defects, configuration questions, feature ideas, enhancement requests, integration requests, or other recommendations through a channel designated by AgriLife. Client should provide sufficient context for AgriLife to understand the submission and must not include credentials, restricted data, or other sensitive information unless AgriLife has authorized a secure submission method.

D.2 Treatment as Feedback

Except when AgriLife expressly elects in writing to initiate a Change Order review, every change request, feature request, idea, suggestion, recommendation, or similar submission is Feedback under Section 8.06. AgriLife may use, reject, retain, combine, modify, prioritize, or disregard Feedback in its discretion, subject to the confidentiality obligations of this Agreement.

D.3 No Response or Implementation Obligation

AgriLife has no obligation to acknowledge, respond to, evaluate, estimate, analyze, prioritize, add to a roadmap, develop, release, maintain, or implement Feedback or a requested change. No response time, decision time, development schedule, or delivery date applies unless stated in a mutually executed Change Order, Order, or SOW. Silence, discussion, demonstration, ticket status, roadmap reference, or preliminary estimate does not constitute acceptance or approval.

D.4 AgriLife Election to Evaluate

AgriLife may elect, but is not required, to determine whether a submission is: (a) a suspected defect addressed through Standard Maintenance; (b) general product Feedback; (c) a request for Professional Services, Premium Support Services, or Premium Maintenance Services; (d) a proposed customer-specific configuration or integration; or (e) a proposed modification to an existing Order or SOW. AgriLife may request additional information or decline further review at any time before execution of a binding Change Order.

D.5 Change Proposal

If AgriLife elects to propose a change, AgriLife may provide a written proposal describing, as applicable: scope; deliverables; exclusions; assumptions; dependencies; security and data implications; Development, Beta, Pilot, or Production designation; testing and acceptance criteria; schedule; fees; expenses; effect on existing Services; and maintenance or support consequences. Preparation of a proposal does not obligate either Party to proceed.

D.6 Authorization

A change is authorized only when an Order, SOW, Change Order, or amendment is signed or otherwise formally executed by representatives authorized to bind both Parties. The authorized document must identify the provisions it modifies. Until execution, each Party will continue performing under the then-current Agreement, Order, and SOW.

D.7 Changes to Fees or Schedule

No requested change will alter fees, milestones, delivery dates, acceptance criteria, service levels, or responsibilities unless the authorized Change Order expressly states the alteration. AgriLife may charge for evaluation, discovery, design, estimation, or implementation when those activities are included in an executed Order or SOW.

D.8 Platform-Wide and Required Changes

AgriLife may make generally applicable changes to the Application Platform, Documentation, Standard Maintenance, security controls, infrastructure, interfaces, or third-party components without a Client Change Order, provided that such changes are otherwise permitted by this Agreement. AgriLife may also make changes reasonably necessary to address security, legal, regulatory, accessibility, operational, or third-party requirements. Such changes do not create an obligation to preserve a Client-specific workflow or integration unless an Order or SOW expressly provides otherwise.

D.9 Third-Party Dependencies

A requested change that depends on a Third-Party Product is subject to the applicable Third-Party Terms, technical limitations, approvals, pricing, and availability. AgriLife does not guarantee that a third party will approve, support, or continue the requested integration. Refusal by Client or an Authorized User to accept required Third-Party Terms may prevent the affected feature or workflow from functioning and does not obligate AgriLife to develop an alternative.

D.10 Records and Priority

AgriLife may maintain internal records of submissions and Change Orders. If a Change Order conflicts with this Agreement, the Change Order controls only when it expressly identifies the conflicting provision and states that it is intended to supersede that provision for the applicable scope. Otherwise, this Agreement controls.

Exhibit E – Pricing, Invoicing, and Fee Structure

[Pricing schedule to be provided] This Exhibit will state CHARM Online Studio subscription tier pricing, per-seat rates, DataGrid data access fees, Professional Services rates, and the invoicing schedule.

CHARM Online Studio is currently offered in a BETA phase at no cost to users. Client understands that current functions, features, and available Services may change as the Application Platform continues to be developed. AgriLife may make additional Services available through CHARM Online Studio that may be subject to future fees through amended terms. Details of such future adjustments will be provided here upon notice and implementation.