Industry Software Terms of Service

1. Acceptance of Terms

These Terms apply to every person and organization that accesses or uses the Service in any way. You accept these Terms when you do any of the following: create or register an account, sign or otherwise agree to an Order, click a button or check a box indicating acceptance, or access or use any part of the Service. Each of these actions has the same effect, and your continued use of the Service over time is ongoing confirmation that you accept the version of these Terms then in effect.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you are at least the age of majority in your jurisdiction and that you have the authority to bind that entity to these Terms. In that case “you” and “Customer” refer to that entity, and you are responsible for ensuring that every Authorized User who accesses the Service through your account complies with these Terms.

These Terms incorporate by reference the documents and policies we link to within them, including our Privacy Policy and, where applicable, an Order, a Data Processing Addendum, a Service Level commitment, and a Statement of Work. If you have signed a separate written master agreement with Industry Software that expressly governs the Service, that agreement controls to the extent it conflicts with these Terms. Otherwise, these Terms together with your Order are the complete agreement between us on the subject described in Section 26 (Order of Precedence).

We may revise these Terms over time as described in Section 24. The “Last Updated” date at the top of this page shows when the current version took effect.

2. Definitions

The following capitalized terms have the meanings given below. Other capitalized terms are defined where they first appear in these Terms.

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of the voting interests of the entity.
• “Authorized User” means an employee, contractor, or agent of the Customer whom the Customer permits to access and use the Service under its account and within the limits of its Subscription.
• “Beta Services” means features, modules, or products that we make available for evaluation and that are labeled beta, preview, early access, or similar.
• “Confidential Information” means non public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
• “Customer Data” means any data, content, files, records, or information that the Customer or its Authorized Users submit to, store in, or generate within the Service, including any Personal Data contained in it.
• “Documentation” means the user guides, help content, and technical materials we make generally available for the Service.
• “Malicious Code” means viruses, worms, time bombs, ransomware, and other harmful or malicious code, files, or programs.
• “Order” means an order form, online checkout, quote accepted by the Customer, or written agreement that specifies the Subscription, the Service purchased, the fees, the number of Authorized Users or other usage limits, and the term.
• “Personal Data” means information relating to an identified or identifiable natural person that is contained in Customer Data and is protected by applicable data protection law.
• “Professional Services” means implementation, configuration, data migration, integration, training, or advisory services that we perform under a Statement of Work.
• “Service” means the Industry Software software offered as a hosted subscription, together with the related websites, applications, application programming interfaces, Documentation, and support.
• “Service Credit” means a credit calculated as a percentage of fees that may be applied to a future invoice when we do not meet the availability commitment in Section 15.
• “Statement of Work” or “SOW” means a written description of Professional Services, deliverables, fees, and responsibilities that references these Terms.
• “Subprocessor” means a third party engaged by Industry Software to process Personal Data in order to provide the Service.
• “Subscription” means a paid plan that grants the Customer access to the Service for a defined term, billed monthly or annually as stated in the Order.
• “Subscription Term” means the initial term stated in the Order, and “Renewal Term” means each subsequent period for which the Subscription renews under Section 6.

3. Description of Service

Industry Software provides a suite of enterprise grade software for industrial and manufacturing operations. Depending on the modules in your Order, the Service may include Enterprise Resource Planning (ERP), Manufacturing Execution (MES), Quality Management (QMS), inventory control, production scheduling, purchasing, and related reporting and analytics, together with the Documentation and support that accompany those modules.

Hosted, multi tenant delivery

The Service is delivered as a hosted, multi tenant cloud application. This means many customers use a shared, logically separated environment that we operate, maintain, and update centrally. You access the Service over the internet using supported browsers and clients. We are responsible for hosting, patching, and operating the underlying infrastructure so that you do not have to install or maintain server software yourself.

Configuration and customization

The Service is highly configurable. You and your Authorized Users can configure modules, workflows, fields, roles, and reports to fit your operations using the tools we provide. Configuration done within the standard product is supported as part of the Service. Custom development, scripts, or integrations that go beyond standard configuration are provided only under a Statement of Work and are governed by Section 8.

Changes to the Service

We improve the Service continuously. We may add, change, or remove features, and we may adjust the technical means by which the Service is delivered. We will not materially reduce the core functionality of a paid Subscription during its then current term without giving you reasonable prior notice. If we deprecate a material feature you rely on, we will use commercially reasonable efforts to provide a comparable capability or a documented migration path. The Service is provided based on its current functionality, and you should not purchase a Subscription in reliance on features that have only been announced but not yet released.

4. Eligibility & Account Registration

To use the Service you must register an account and provide accurate, current, and complete information. You are responsible for keeping that information up to date so that we can administer the account, send notices, and bill correctly.

Account security

You are responsible for safeguarding the credentials used to access the Service and for all activity that occurs under your account, whether or not you authorized that activity. We strongly recommend enabling multi factor authentication where the Service offers it, using strong and unique passwords, and reviewing account activity regularly. You must notify us promptly at support@industrysoftware.com if you suspect any unauthorized access to or use of the account, loss of credentials, or any other breach of security.

Administrators and Authorized Users

Your account may include one or more administrator roles that can create, manage, suspend, or remove Authorized Users and configure permissions. A person with administrator rights can access, export, restrict, or delete Customer Data and can control the settings that affect all Authorized Users. You are responsible for deciding who holds these roles and for the actions they take. Access is licensed on a named user basis unless your Order states otherwise. Login credentials may not be shared, and a single set of credentials may not be used by more than one individual.

Your responsibilities

• Provide true, accurate, and current information for the account and each Authorized User, and keep it updated.
• Maintain the confidentiality of all credentials and remain responsible for all activity under the account and that of every Authorized User.
• Notify us promptly of any unauthorized access to or use of the account or any other security incident affecting the Service.
• Ensure that every Authorized User is aware of and complies with these Terms, and remain liable for their acts and omissions as if they were your own.
• Use the Service only for your internal business purposes and within the usage limits stated in your Order.

5. Subscriptions, Fees & Billing

Access to the paid Service is sold on a Subscription basis billed monthly or annually, as set out in your Order. The fees, currency, billing frequency, number of Authorized Users, and any other usage limits are stated in the Order.

Invoicing and payment

Unless your Order states otherwise, fees are due in advance of each billing period. Invoiced amounts are payable within thirty (30) days of the invoice date, or, where you have provided a payment method for automatic charges, that payment method will be charged on the renewal or invoice date. You authorize us, or our payment processor, to charge the payment method you provide for all fees as they become due. You are responsible for providing complete and accurate billing information and for keeping it current.

Taxes

All fees are stated exclusive of taxes. You are responsible for all sales, use, value added, goods and services, withholding, and similar taxes and duties associated with your purchase, except for taxes based on our net income. If you are required by law to withhold any taxes from amounts owed to us, you will increase the amount payable so that we receive the full amount of the fee as if no withholding had been made.

Usage above plan limits

If your use of the Service exceeds the Authorized Users or other limits in your Order, we may invoice you for the additional usage at our then current rates, prorated for the remainder of the current period, and that additional usage will be included in your next renewal.

Late or disputed payments

• Subscriptions renew automatically at the end of each billing period at the then current rates unless cancelled in accordance with Section 6.
• Late or failed payments may result in suspension of the Service until all amounts are paid in full. Overdue amounts may accrue interest at the lower of one and one half percent (1.5%) per month or the maximum rate permitted by law.
• If you believe an invoice is incorrect, you must notify us in writing within thirty (30) days of the invoice date to be eligible to dispute it. The parties will work together in good faith to resolve the dispute promptly, and you will pay all undisputed amounts when due.
• Payment obligations are not contingent on the performance of any other work, and amounts paid are not subject to set off against any other claim. Except as expressly stated in these Terms or required by law, all fees are not refundable.

6. Subscription Term, Renewal & Cancellation

Your Subscription begins on the start date in your Order and continues for the Subscription Term stated there. So that your service is not interrupted, the Subscription renews automatically for successive Renewal Terms of the same length as the expiring term, at the then current rates, unless it is cancelled in the manner described below.

To cancel or to prevent a renewal, notify your Industry Software representative in writing within the notice window described above. A cancellation stops the next renewal but does not shorten or refund the current paid period. Your access to the Service continues until the end of the period you have already paid for, after which it ends, subject to the data export window described in Section 20.

Downgrades and multi year Orders

You may request a reduction in Authorized Users or modules effective at the next renewal by giving the same advance written notice. Reducing your Subscription may cause the loss of features, content, capacity, or historical configuration, and we are not responsible for any such loss. If your Order has a multi year term, fees are committed for the full term, the per period price is not reduced by a decrease in usage during the term, and renewal at the end of the multi year term follows the same notice rules stated above. Fees already invoiced are not refundable except where required by law.

7. Free Trials, Beta & Evaluation Use

From time to time we may make the Service, or specific features of it, available to you at no charge as a free trial, a proof of concept, or an evaluation, and we may make Beta Services available for testing and feedback. This Section governs that use and applies in addition to the rest of these Terms.

Free trials and evaluations

Free trial and evaluation access is provided for the period and scope we specify. Unless we agree otherwise in writing, trial access ends automatically at the end of the trial period. If you do not purchase a Subscription before the trial ends, your access will stop and any Customer Data you entered during the trial may be permanently deleted. We recommend exporting anything you wish to keep before the trial ends. If your Order converts a trial into a paid Subscription, the configuration and data from the trial may carry over, and fees begin on the conversion date.

Beta Services

Beta Services are provided for evaluation only, are not classified as generally available, and may be changed, suspended, or discontinued at any time without notice. Beta Services are provided on an as is and as available basis, are excluded from any service level commitment, and are excluded from the warranties and indemnities in these Terms to the maximum extent permitted by law. Information about Beta Services, and your participation in them, is our Confidential Information. You may choose not to use Beta Services, and you may stop using them at any time. Any feedback you provide is governed by Section 12.

8. Professional Services & Implementation

If you purchase Professional Services such as implementation, configuration, data migration, integration, or training, those services are described in one or more Statements of Work that reference these Terms. Each SOW sets out the scope, deliverables, assumptions, fees, and the responsibilities of each party.

Cooperation and dependencies

The success and timing of Professional Services depend on your cooperation. You agree to provide timely access to the people, information, systems, sample data, and decisions that the SOW identifies as your responsibility. If a delay or a change on your side affects the schedule or the effort required, the timeline and fees may be adjusted accordingly.

Change orders and acceptance

Any change to the scope of a SOW must be agreed in writing through a change order before the additional work begins. Where a deliverable is subject to acceptance, you will review it within the period stated in the SOW, and the deliverable is deemed accepted if you do not provide specific written objections within that period or if you put the deliverable into productive use.

Fees and ownership

Professional Services are provided on a time and materials basis unless the SOW states a fixed fee, and reasonable preapproved expenses are reimbursable. Each party retains ownership of the intellectual property and materials it owned before the engagement. Subject to full payment, we grant you the same right to use any configuration or deliverable created for you under a SOW as you have to use the Service itself. Tools, methods, templates, and know how that we use to deliver Professional Services remain ours.

9. Acceptable Use

You are responsible for your use of the Service and for the conduct of every Authorized User. You agree not to, and not to permit any Authorized User or third party to, use the Service in any of the following ways.

Prohibited conduct

• Use the Service for any unlawful, fraudulent, infringing, defamatory, or otherwise harmful purpose, or in violation of any applicable law or regulation.
• Upload, store, or transmit any content that infringes or misappropriates the intellectual property or privacy rights of others, or that contains Malicious Code.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is prohibited by law.
• Resell, sublicense, rent, lease, or operate the Service as a service bureau for third parties, except as expressly authorized in your Order.
• Access or use the Service to build or assist in building a competing product, or to benchmark or publish a performance or comparison analysis without our prior written consent.
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, without our prior written authorization.
• Use any robot, scraper, or automated means to access the Service other than through interfaces and rate limits we make available, or take any action that imposes an unreasonable load on the Service or interferes with its integrity or performance.
• Use the Service in any application where failure could lead to death, personal injury, or severe physical, environmental, or property damage, unless we have agreed to that use in writing.
• Exceed the Authorized Users or other usage limits of your Subscription, or circumvent any technical restriction or usage limit.

Enforcement

We do not routinely monitor Customer Data, but we may review use of the Service to operate it, to maintain its security, and to confirm compliance with this Section. If we reasonably believe that use of the Service violates this Section or poses a risk to the Service or to others, we may remove or disable the offending content and may suspend the relevant account or feature as described in Section 20. Where practical and lawful, we will give you notice and an opportunity to address the issue first, but we may act immediately where the risk is serious.

10. Customer Data, Privacy & Security

Ownership and license

As between the parties, you retain all right, title, and interest in and to Customer Data, and we acquire no ownership of it. You grant us a worldwide, limited license to host, copy, transmit, process, display, and otherwise use Customer Data solely as needed to provide, secure, maintain, and support the Service, to prevent or address technical or security problems, and to comply with law or a valid legal request. We may create and use data that has been aggregated or de identified so that it does not identify you, your Authorized Users, or any individual, for the purpose of operating, improving, and benchmarking the Service.

Your responsibilities for Customer Data

You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for having all rights, consents, and notices necessary to provide Customer Data to us and to allow the processing described in these Terms and the Privacy Policy. You are responsible for configuring access controls within the Service appropriately and for the decisions your Authorized Users make using the Service.

Privacy

We process Personal Data contained in Customer Data in accordance with our Privacy Policy and Section 11. Nothing in the Privacy Policy is intended to reduce the data protection commitments we make to you in these Terms or in a Data Processing Addendum.

Security

We maintain an information security program with administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and loss, using measures appropriate to the nature of the data and the risks involved. You acknowledge that no method of transmission or storage is completely secure and that we cannot guarantee absolute security. You are responsible for maintaining appropriate independent backups of Customer Data where the Service does not provide a backup or export capability that meets your requirements. If we become aware of a confirmed unauthorized acquisition of or access to Customer Data on systems we control, we will notify you without undue delay and provide the information reasonably available to help you meet any obligations you may have.

11. Data Processing & Subprocessors

To the extent we process Personal Data contained in Customer Data on your behalf, you are the controller and we act as the processor, and we process that Personal Data only to provide and support the Service and only in accordance with your documented instructions, which include these Terms, your Order, and your configuration and use of the Service. Where applicable data protection law requires it, the parties will enter into a Data Processing Addendum, which is incorporated into these Terms when executed and which controls in the event of a conflict on the subject of data protection.

Subprocessors

You authorize us to engage Affiliates and third party Subprocessors, such as cloud hosting, infrastructure, and support providers, to process Personal Data in order to deliver the Service. We remain responsible for the performance of our Subprocessors and impose data protection obligations on them that are at least as protective as those in these Terms. We maintain a current list of Subprocessors and will provide a means for you to be informed of intended changes so that you have a reasonable opportunity to object on legitimate data protection grounds.

International transfers

The Service may be operated and Personal Data may be processed in countries other than the one where you are located. Where we transfer Personal Data across borders, we use a lawful transfer mechanism appropriate to the data and the jurisdictions involved.

Assistance, deletion, and return

Taking into account the nature of the processing, we will provide reasonable assistance to help you respond to requests from individuals exercising their data protection rights and to meet your security, breach notification, and impact assessment obligations. On termination of the Service, we will make Customer Data available for export and will then delete it as described in Section 20, except where retention is required by law.

12. Intellectual Property

The Service, including all related software, source and object code, design, user interfaces, content, logos, trademarks, and Documentation, and all improvements and modifications to it, is owned by Industry Software and its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws. These Terms grant you a limited right to use the Service and do not transfer any ownership.

License to you

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non exclusive, non transferable, non sublicensable, revocable right to access and use the Service and the Documentation during your Subscription Term solely for your internal business purposes and within the limits stated in your Order.

Reservation of rights

All rights not expressly granted to you are reserved by Industry Software and its licensors. No rights are granted by implication, estoppel, or otherwise. You may not remove, obscure, or alter any proprietary notice in the Service.

Your marks

If you provide us with your name or logo for use within your account or to identify you as a customer for support and administration, you grant us a limited license to use them for that purpose. Any broader use of your marks is governed by Section 23.

Feedback

If you or your Authorized Users provide suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty free, and fully sublicensable license to use that feedback for any purpose without restriction or obligation to you. We are not obligated to use any feedback.

Third party and open source components

The Service may include third party or open source components that are licensed under their own terms. Those terms apply to the relevant components and, to the extent required by them, take precedence over the license restrictions in this Section for those components only.

13. Third Party Services & Integrations

The Service may interoperate with products, applications, integrations, marketplaces, or services that are provided by third parties and are not owned or controlled by Industry Software. We offer this interoperability for your convenience, and your decision to enable or use any third party offering is your own.

Your use of a third party offering is governed by the terms and privacy practices of that third party, not by these Terms. We do not control and are not responsible for the availability, accuracy, security, content, or performance of third party offerings, and we do not endorse them. If a third party offering stops working, changes, or is discontinued, we are not obligated to provide a replacement, and that event by itself is not a failure of the Service.

Enabling an integration may require you to authorize the exchange of Customer Data, which may include Personal Data, between the Service and the third party. You direct and authorize that exchange when you enable the integration, and once Customer Data is transferred to a third party at your direction it is handled under that third party’s terms. Use of our application programming interfaces is subject to the Documentation and any rate or usage limits we publish, and we may modify or deprecate an interface or integration with reasonable notice.

14. Service Availability & Support

We want the Service to be available whenever you need it. We target a monthly uptime of 99.9% for the production Service, measured as described in Section 15, excluding scheduled maintenance and circumstances beyond our reasonable control.

Maintenance

We perform routine maintenance to keep the Service secure and reliable. We use commercially reasonable efforts to schedule planned maintenance during low usage windows and to provide advance notice of maintenance that we expect to cause a material interruption. From time to time we may need to perform emergency maintenance, for example to address a security risk, with little or no notice.

Support

Support is provided through the channels and during the hours described in your Order or our support Documentation. When you contact support, we assign a severity to the issue based on its operational impact, ranging from a full production outage to a minor question, and we use commercially reasonable efforts to respond within the target times associated with that severity. Support does not include Professional Services, which are governed by Section 8, and excludes issues caused by your equipment, your network, third party offerings, or use of the Service contrary to these Terms or the Documentation.

15. Service Levels & Service Credits

This Section describes the availability commitment for the production Service and the Service Credits that are your remedy if we do not meet it. It applies to paid Subscriptions and does not apply to Beta Services, free trials, or evaluation use.

Availability commitment

We will use commercially reasonable efforts to make the production Service available at least 99.9% of the time during each calendar month. “Monthly Uptime Percentage” means the total minutes in a calendar month minus the minutes of Downtime in that month, divided by the total minutes in that month, expressed as a percentage. “Downtime” means a period during which the production Service is materially unavailable for its core functions, as confirmed by our monitoring.

Exclusions

Downtime does not include unavailability caused by scheduled or emergency maintenance, by factors outside our reasonable control including a force majeure event, by your equipment, software, network, or third party offerings, by your use of the Service contrary to these Terms or the Documentation, or by a suspension of the Service made in accordance with these Terms.

Service Credits

If the Monthly Uptime Percentage falls below 99.9% in a calendar month and your account was in good standing, you may request a Service Credit calculated as a percentage of the monthly Subscription fee for the affected Service for that month:

How to claim

To receive a Service Credit, you must submit a request to support@industrysoftware.com within thirty (30) days after the end of the month in which the Downtime occurred, including the dates and times of the unavailability and supporting information. A Service Credit is applied to a future invoice, has no cash value, and will not exceed the monthly fee for the affected Service for the month at issue. Service Credits are the sole and exclusive remedy for any failure to meet the availability commitment.

Chronic unavailability

If the Monthly Uptime Percentage is less than 95.0% for three consecutive calendar months, you may terminate the affected Subscription on written notice given within thirty (30) days after the end of the third month, and we will refund any prepaid fees for the period after the effective date of termination.

16. Warranties & Disclaimers

Limited service warranty

We warrant that, during a paid Subscription Term, the production Service will perform materially in accordance with its Documentation. If the Service does not meet this warranty, your exclusive remedy and our entire liability is for us to use commercially reasonable efforts to correct the nonconformity, and if we cannot do so within a reasonable time, you may terminate the affected Subscription and receive a refund of any prepaid fees for the period after termination.

Mutual authority

Each party warrants that it has the legal power and authority to enter into these Terms.

Disclaimer

Except for the express warranties stated in these Terms, and to the maximum extent permitted by law, the Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, or statutory. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non infringement. We do not warrant that the Service will be uninterrupted, timely, completely secure, or free of errors, or that it will meet your requirements or operate in combination with any hardware, software, or service you select. Beta Services, free trials, evaluation use, and third party offerings are provided without any warranty of any kind. No advice or information, whether oral or written, obtained from us creates any warranty not expressly stated here.

17. Limitation of Liability

Exclusion of indirect damages

To the maximum extent permitted by applicable law, neither party, nor Industry Software’s Affiliates, officers, or employees, will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or anticipated savings, or for any loss, corruption, or inaccuracy of data, arising out of or related to these Terms or the Service, even if the party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Cap on liability

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or related to these Terms or the Service will not exceed the amounts paid or payable by the Customer for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusions from the cap

The exclusion of indirect damages and the cap above do not apply to your obligation to pay fees due under these Terms, to either party’s indemnification obligations in Section 18, to a party’s breach of its confidentiality obligations in Section 19, to your violation of Section 9 or infringement of our intellectual property, or to liability that cannot be limited or excluded by law, including liability for fraud, gross negligence, or willful misconduct.

The parties agree that the limitations in this Section are a reasonable allocation of risk, are an essential basis of the bargain between them, and that the fees would be substantially higher without them.

18. Indemnification

By you

You will defend Industry Software and its Affiliates, officers, and employees from and against any third party claim arising out of or related to Customer Data, your or your Authorized Users’ use of the Service in violation of these Terms or applicable law, or your infringement or misappropriation of a third party’s rights, and you will indemnify them for amounts finally awarded against them or agreed in settlement of such a claim.

By us

We will defend you from and against any third party claim alleging that the Service, when used in accordance with these Terms, infringes that third party’s patent, copyright, or trademark or misappropriates its trade secret, and we will indemnify you for amounts finally awarded against you or agreed in settlement of such a claim. If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense procure the right for you to continue using the Service, modify or replace it so that it is no longer infringing while remaining materially equivalent, or, if neither is commercially reasonable, terminate the affected Subscription and refund any prepaid fees for the period after termination.

Exclusions

We have no obligation for any claim to the extent it arises from Customer Data, from modification of the Service by anyone other than us, from combination of the Service with products or data not provided by us where the claim would not have arisen but for the combination, or from your use of the Service after we have notified you to stop due to an infringement claim. This Section states each party’s sole and exclusive remedy and entire liability for the third party claims described here.

Procedure

The obligations above are conditioned on the indemnified party giving prompt written notice of the claim, granting the indemnifying party sole control of the defense and settlement (provided that a settlement imposing a non monetary obligation on the indemnified party requires its prior written consent), and providing reasonable cooperation at the indemnifying party’s expense.

19. Confidentiality

Each party may receive Confidential Information of the other party in connection with these Terms. Customer Data is your Confidential Information. The Service, its non public features, and pricing are our Confidential Information.

Obligations

The receiving party will protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature, and no less than a reasonable degree of care. The receiving party will use Confidential Information only as needed to perform under these Terms and will not disclose it except to its employees, Affiliates, and professional advisors who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as these. The receiving party remains responsible for any breach by those recipients.

Exclusions

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party without a duty of confidentiality before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information.

Compelled disclosure

The receiving party may disclose Confidential Information to the extent required by law or a valid legal order, provided that, where lawful, it gives the disclosing party prompt notice and reasonable cooperation so that the disclosing party may seek protective treatment.

Return and remedies

On request or on termination, the receiving party will return or destroy the disclosing party’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to these obligations. The parties agree that a breach of this Section may cause irreparable harm for which monetary damages are inadequate, and that the disclosing party may seek injunctive relief in addition to any other remedy. No license to Confidential Information is granted except as expressly stated in these Terms.

20. Term, Suspension & Termination

These Terms remain in effect for as long as you access the Service or have an active Subscription, and they continue to govern each Order until that Order expires or is terminated.

Termination for cause

Either party may terminate the affected Order or these Terms if the other party commits a material breach that remains uncured thirty (30) days after written notice describing the breach. Either party may also terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

Suspension

We may suspend your access to all or part of the Service, with notice where practical, if you fail to pay amounts when due, if your use violates Section 9, poses a security risk, or may subject us or others to liability, or if required by law. We will restore access promptly after the cause of the suspension is resolved. A suspension does not relieve you of your payment obligations for the Subscription Term.

Effect of termination

On expiration or termination, your right to access and use the Service ends and any unpaid fees for the remainder of a committed term become due. On your written request made within thirty (30) days after the effective date of termination, we will make Customer Data available for export in a commonly used format. After that thirty (30) day period we may delete Customer Data in the ordinary course of operations, except where retention is required by law. Termination does not entitle you to a refund of fees already paid, except where these Terms expressly provide for one.

Survival

The provisions that by their nature should survive termination will survive, including those on fees that have accrued, Customer Data ownership, intellectual property, warranties and disclaimers, limitation of liability, indemnification, confidentiality, governing law and dispute resolution, and these general provisions.

21. Export Control, Sanctions & Anti Corruption

The Service may be subject to the export control and economic sanctions laws of the United States and other jurisdictions. Each party will comply with all applicable export, reexport, import, and sanctions laws and regulations in connection with the Service.

You represent and warrant that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that you and your Authorized Users are not identified on any restricted or prohibited party list maintained by a competent government authority. You will not access, use, export, or reexport the Service, or allow it to be used, in violation of these laws, for any prohibited end use, or for the benefit of any restricted party. You are responsible for the export classification of Customer Data that you submit to the Service and for obtaining any authorization required for it.

Each party will comply with all applicable anti corruption and anti bribery laws, including the United States Foreign Corrupt Practices Act. Neither party will offer, promise, give, or accept any improper payment or anything of value to obtain an improper advantage in connection with these Terms.

22. U.S. Government End Users

The Service and Documentation are “commercial computer software” and “commercial computer software documentation,” and are commercial items, as those terms are used in the United States Federal Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation Supplement (DFARS). Consistent with FAR 12.211, FAR 12.212, and DFARS 227.7202, any use, modification, reproduction, release, performance, display, or disclosure of the Service and Documentation by or for the United States Government is governed solely by these Terms, and the Government acquires only the rights granted to all other customers under these Terms. Any provision inconsistent with federal procurement law is not binding on the Government to the extent prohibited by law.

23. Publicity & Customer References

We may identify you as a customer and use your name and logo in customer lists on our website and in sales and marketing materials, solely to indicate that you use the Service and consistent with any brand guidelines you provide. We will stop a particular use within a reasonable time after you ask us in writing.

Any other public use of your name, including case studies, success stories, press releases, or quotations, requires your prior written approval, which may be given by email. Except as stated above, neither party will issue a public statement about the relationship without the other party’s prior written consent.

24. Modifications to the Service or Terms

We may update these Terms from time to time to reflect changes to the Service, to our business, or to legal or regulatory requirements. When we make changes, we will revise the “Last Updated” date at the top of this page and, for changes that materially affect your rights or obligations, we will provide notice through a message within the Service, an email to your account address, or another reasonable means before the changes take effect.

Changes become effective on the date stated in the notice, or, if no date is stated, when posted. Changes that are required by law or that address a security risk may take effect immediately. Minor changes, such as clarifications and updates to contact details, are effective when posted. Your continued access to or use of the Service after the effective date means you accept the updated Terms.

If a change materially and adversely affects you and you do not agree, you may notify us and decline to renew your Subscription as described in Section 6, and the version of these Terms in effect before the change will continue to apply to your current paid Subscription Term unless the change is required by law.

25. Governing Law & Dispute Resolution

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of California, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution

Before filing a claim, the parties will first attempt in good faith to resolve any dispute through discussion. The party raising the dispute will send a written description of it to the other party, and senior representatives of both parties will confer within thirty (30) days. Many concerns can be resolved quickly this way.

Forum

If the dispute is not resolved within sixty (60) days after the written description is sent, the state and federal courts located in California will have exclusive jurisdiction and venue, and each party irrevocably consents to that jurisdiction and waives any objection based on inconvenient forum. Where the parties have agreed in an Order to resolve disputes by binding arbitration, that agreement governs and the arbitration will be seated in California and conducted by a single arbitrator under recognized commercial arbitration rules.

Class action waiver and injunctive relief

To the maximum extent permitted by law, disputes will be resolved on an individual basis, and neither party will bring or participate in a class, collective, or representative action against the other. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Any claim must be brought within one (1) year after it accrues, except where a longer period is required by law.

26. General

• Force Majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, and denial of service attacks.
• Assignment. You may not assign or transfer these Terms or any Order, in whole or in part, without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided the successor is not our competitor and assumes all obligations. We may assign these Terms to an Affiliate or successor. Any other attempted assignment is void.
• Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
• No Third Party Beneficiaries. These Terms do not confer any rights on any person or entity other than the parties and their permitted successors and assigns.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions remain in full effect.
• No Waiver. A failure or delay in enforcing any provision is not a waiver of the right to enforce it later, and any waiver must be in writing to be effective.
• Order of Precedence. In the event of a conflict, a fully signed Order or master agreement controls over these Terms, these Terms control over any policy or Documentation referenced in them, and a Data Processing Addendum controls over all of the foregoing solely on the subject of data protection.
• Entire Agreement. These Terms, together with any Order, Statement of Work, and referenced policies, are the entire agreement between the parties on the subject and supersede all prior or contemporaneous agreements, proposals, and communications on that subject. Any conflicting or additional terms in a purchase order or vendor portal are rejected and have no effect.
• Counterparts and Electronic Acceptance. An Order may be signed in counterparts and accepted electronically, and electronic acceptance or signature has the same effect as a handwritten signature.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Notices. Notices to Industry Software must be sent to the contact in Section 27. Notices to you may be sent to your account email or posted within the Service, and are deemed received when sent or posted.

27. Contact Information

If you have any questions about these Terms, need clarification, or wish to send a formal notice, please contact us using the details below. We aim to acknowledge questions about these Terms within a reasonable time.

For everyday help with the Service, including technical issues and account questions, contact our support team. For formal legal notices under these Terms, and for billing inquiries or invoice disputes, use the same address and mark the message for the attention of the legal or billing team as appropriate.

Support and General Questions: support@industrysoftware.com
Legal Notices: support@industrysoftware.com (attention: Legal)
Billing Inquiries: support@industrysoftware.com (attention: Billing)
Official Website: www.industrysoftware.com
Effective Date: January 1, 2023
Last Updated: January 1, 2023