Capital Rail Systems Terms of Service

Effective Date: August 14, 2026

Version: 1.1

1. Agreement

These Terms of Service govern access to and use of the Capital Rail Systems software platform, website, applications, reports, documentation and related services, collectively referred to as the "Services."

By accessing the Services or selecting "I Agree & Continue," you acknowledge that you have read, understood and agree to be bound by these Terms.

2. Purpose of the Services

Capital Rail Systems is a cloud-based railroad asset management, inspection, defect-management and reporting platform.

The Services may be used to manage railroad infrastructure, perform and document inspections, record defects, maintain asset histories, store photographs and supporting documentation, generate reports and manage related workflows.

3. Eligibility and Authority

You may use the Services only if you are legally capable of entering into a binding agreement. If you use the Services on behalf of an employer, organization or other entity, you represent that you are authorized to act on its behalf with respect to your use of the Services.

4. User Accounts

Users are responsible for maintaining the confidentiality and security of their account credentials and for activity performed through their accounts.

Customers are responsible for determining which personnel are authorized to access their organization’s information and for promptly disabling access when it is no longer appropriate.

5. Customer Responsibilities

Customers and users are responsible for the accuracy, completeness and legality of information submitted through the Services.

Customers and users remain responsible for:

• Properly conducting inspections.
• Using appropriately qualified personnel.
• Interpreting inspection results.
• Determining appropriate maintenance or remedial action.
• Compliance with applicable laws, regulations and company procedures.
• Operational and safety decisions.
• Reviewing reports before relying on them.

6. Inspection and Safety Disclaimer

Capital Rail Systems is a documentation, workflow and information-management platform. It does not itself inspect physical infrastructure and does not independently determine whether railroad infrastructure is safe, compliant, defective or suitable for service.

The Services do not replace professional judgment, engineering review, required field inspections, regulatory obligations or the responsibilities of qualified railroad personnel.

Capital Rail Systems does not guarantee that use of the Services will result in compliance with any particular law, regulation, standard, rule, inspection requirement or internal company procedure.

7. Customer Data

Except as otherwise agreed in writing, customers retain ownership of data they submit to the Services, including inspection records, defect records, asset information, photographs, attachments, notes and comments.

Customers grant Capital Rail Systems the rights reasonably necessary to host, process, transmit, store, back up, display and otherwise handle customer data for the purpose of providing, supporting, maintaining, securing and improving the Services.

8. Ownership of Capital Rail Systems

Capital Rail Systems retains all right, title and interest in the Services and related intellectual property, including software, source code, object code, architecture, database structures, workflows, interfaces, designs, documentation, branding, trademarks and proprietary technology.

No ownership interest in the Services is transferred to any customer or user.

9. Limited License

Subject to these Terms and applicable subscription requirements, Capital Track Assets grants authorized users a limited, non-exclusive, non-transferable, revocable license to access and use the Services for legitimate internal business purposes.

The license granted under these Terms does not permit resale, sublicensing, redistribution or commercial exploitation of the Services except as expressly authorized in writing.

10. Prohibited Conduct

Users may not:

• Attempt unauthorized access to the Services or another customer's information.
• Circumvent authentication, authorization or security controls.
• Introduce malware, malicious code or harmful content.
• Interfere with the operation or availability of the Services.
• Reverse engineer, decompile or disassemble the Services except where such restriction is prohibited by law.
• Copy or commercially exploit the Services without authorization.
• Use the Services for unlawful purposes.
• Remove copyright, trademark or proprietary notices.
• Use automated scraping, harvesting or extraction tools without written authorization.

11. Reports and Generated Information

Reports, summaries, calculations, due dates, alerts and other information generated by the Services are based on data stored in the system and the rules implemented within the software.

Customers are responsible for reviewing generated information before relying on it for safety, maintenance, regulatory, financial or operational decisions.

12. Service Availability

Capital Rail Systems seeks to maintain reliable service but does not guarantee that the Services will always be uninterrupted, available or error-free.

Service may be affected by scheduled maintenance, emergency maintenance, software updates, telecommunications failures, cloud infrastructure failures, third-party services, cybersecurity events, natural disasters or circumstances beyond reasonable control.

13. Changes to the Services

Capital Rail Systems may modify, improve, replace or discontinue features of the Services from time to time. We may also introduce new functionality, security controls or technical requirements.

14. Third-Party Services

The Services may rely on or integrate with third-party products and services, including hosting, cloud storage, email delivery, payment processing, mapping or other infrastructure.

Capital Rail Systems is not responsible for the independent acts, omissions, availability or policies of third-party providers beyond the extent required by applicable law or a written agreement.

15. Subscription and Payment

Where paid subscriptions apply, customers are responsible for paying applicable fees in accordance with the subscription plan, order form, invoice or other written agreement governing the account.

Unless otherwise stated in writing, fees do not include applicable taxes, government assessments or similar charges.

16. Suspension and Termination

Capital Rail Systems may suspend or terminate access where reasonably necessary to protect the Services, customer information, other users, system security or legal rights, or where a customer materially violates these Terms.

Termination does not affect rights or obligations that by their nature should survive termination.

17. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY OR UNINTERRUPTED AVAILABILITY.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPITAL TRACK ASSETS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR COSTS OF SUBSTITUTE SERVICES ARISING FROM OR RELATED TO USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPITAL TRACK ASSETS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19. Indemnification

To the extent permitted by applicable law, customers agree to defend, indemnify and hold harmless Capital Rail Systems and its owners, officers, employees and agents from third-party claims arising from customer misuse of the Services, customer-provided information, violations of these Terms, unlawful conduct or inspection and operational activities performed by the customer or its users.

20. Confidentiality

Each party should use reasonable measures to protect confidential information received from the other party and use such information only for legitimate business purposes related to the Services, except where disclosure is required by law or authorized by the disclosing party.

21. Electronic Records and Acceptance

You agree that electronic records, electronic notices and electronic acceptance may be used in connection with the Services.

Selecting "I Agree & Continue" constitutes your electronic acceptance of the current version of these Terms and any policies expressly included in the acceptance process.

22. Changes to These Terms

Capital Rail Systems may revise these Terms from time to time. When a revision requires renewed acceptance, users may be prevented from continuing to use the Services until the current version has been accepted.

23. Governing Law

These Terms are governed by the laws of the State of Indiana, without regard to conflict-of-law principles, except where applicable law requires otherwise.

24. Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

25. Waiver

Failure to enforce a provision of these Terms does not constitute a waiver of the right to enforce that provision or any other provision in the future.

26. Assignment

Users may not assign or transfer their rights under these Terms without written authorization from Capital Rail Systems. Capital Rail Systems may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets or similar transaction.

27. Entire Agreement

These Terms, together with incorporated policies and any applicable written customer agreement, constitute the agreement governing use of the Services. Where a separately executed written agreement expressly conflicts with these Terms, the executed agreement controls to the extent of the conflict.

28. Contact

Questions regarding these Terms may be submitted through the official Capital Track Assets support or contact channels.

Copyright © 2026 Capital Rail Systems. All Rights Reserved.