No Personal Information:

The Services are only to be used for tracking maintenance schedules for industrial equipment. Under no circumstances are the Services to be used to process or store Personal Information. Use of the Services to process or store Personal Information shall be considered a material breach of this Agreement.

Use by Individuals:

Please read this Agreement carefully before using the Services. By accessing the Services, you acknowledge and agree that you have read this Agreement, are at least eighteen (18) years of age, and wish to be bound by the terms and conditions set forth in this Agreement. If you are not at least eighteen (18) years of age or do not wish to be bound by this Agreement, you are not authorized to use the Services. Additional terms and conditions may apply to certain Services, and your use of such Services indicates your agreement to such terms and conditions.

We reserve the right to modify the Agreement at any time. You agree to review this Agreement periodically to be aware of such modifications. You further agree that your continued use of the Services shall be deemed to be your conclusive acceptance of any modified Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Modified” at the end of this Agreement. If you do not agree to abide by any modified version of this Agreement, you are not authorized to use the Services. A current version of this Agreement is accessible via the footer of the Website’s homepage. You acknowledge and agree that Provider may, under exceptional circumstances required by necessary technical changes or comparable measures, stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Provider’s sole discretion, without prior notice.

You agree to use the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

Provision of Access:

Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the Order Form or renewal notice, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

Documentation License:

Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non- license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

Use Restrictions:

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;

(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

(iv) remove any proprietary notices from the Services or Documentation;

(v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Reservation of Rights:

Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

General:

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

Third-Party Products:

Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

Service Levels:

Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels .

Support:

The access rights granted hereunder entitle Customer to the support services set forth in the Order Form, plus any additional support services that Customer may order during the Term.

Fees:

Customer shall pay Provider the fees (“Fees”) as set forth in the Order Form and any renewal notice without offset or deduction. Customer shall make all payments before the due date set forth in the Order Form or renewal notice. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies:

(i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

(ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees;

(iii) if such failure continues for 15 days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

Taxes:

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.