Standard Software License Subscription Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS GOVERNING YOUR USE OF THE INDUSTRILITY APP PLATFORM, AND ANY FEEDBACK (DEFINED BELOW) YOU PROVIDE TO US. BY SIGNING THE CONTRACT OR STATEMENT OF WORK OR USING THE INDUSTRILITY APP PLATFORM OR BY PROVIDING ANY FEEDBACK TO US, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
- “Authorized Users” are the employees, agents, or other designees who have been identified by the Customer and given access to the Industrility App Platform.
- “Apps” means applications or user interface such as dashboards, forms, graphs, charts provided by Industrility
- “Assets” means machines, manufactured by manufacturer, connected and managed in Industrility’s App Platform
- “Systems” means collection of Assets, assembled by system integrator and managed and viewed by Industrility’s App Platform
- “Part” means a component of machine, made by supplier or manufacturer that is managed by Industrility’s App Platform
- “Data” means any data or information input into or collected through or by the Industrility App Platform.
- “Feedback” means information and feedback, including, without limitation, questions, comments, suggestions, or the like, regarding the performance, features, functionality and overall Customer experience using the Industrility App Platform or any of the Industrility services.
- “Industrility App Platform” means the software (self-hosted, or software as a service) platform provided by Industrility under this Agreement, together with any improvements, updates, bug fixes or upgrades thereto.
- “Subscription” refers to any of the subscription plans for access and use of the Industrility App Platform on an annual or other periodic basis based on Systems, Assets, Apps, Authorized Users.
2. RIGHTS AND RESTRICTIONS
3. TERM AND TERMINATION
- a. Term. The term of this Agreement will commence on the Effective Date and will continue for so as long as a Subscription Period is in effect. (the “Term”).
- b. Termination. If either Party commits a material breach of or default under this Agreement, then the other Party may give notice that the breach or default has occurred (including, but not necessarily limited to, a statement of the facts relating to the breach or default, the provisions of this Agreement that are in breach or default, and the action required to cure the breach or default) and that the Term will terminate pursuant to this Section 3(b) if the breach or default is not cured within thirty (30) days after receipt of notice (or such later date as may be specified in such notice). If the specified breach or default is not cured within thirty (30) days after receipt of such notice (or such later date as may be specified in such notice), then the Term will terminate. Notwithstanding the foregoing, Customer’s failure to pay the Fees in a timely manner constitutes a material breach and must be paid within ten (10) days of Industrility’s notice to Customer, and if such Fees are not paid, Industrility will terminate the Term.
- c. Effect of Termination. In the event of any termination of the Term: i. all of Customer’s and each Authorized User’s rights under this Agreement will immediately terminate, the license granted to Customer in this Agreement will terminate and Customer and all Authorized Users will immediately cease any access or use of the Industrility App Platform; ii. if Industrility terminates the Term for material breach by Customer under Section 3(b), then Customer will remain responsible for the remaining balance of the Fees plus related taxes and expenses; iii. Industrility will permit Customer to access the Industrility App Platform for thirty (30) days after the Effective Date of termination solely in order to remove any Customer Data from the Industrility App Platform. Thereafter, Industrility will have no obligation to maintain any Customer Data or to forward any Customer Data to Customer or any third party; and iv. Sections 1, 2(b), 3(c)(iv), 4, 7 through 11 of this Agreement, together with any other provisions that by their nature are intended to survive, will continue to apply in accordance with their terms. If Customer terminates the Term for material breach by Industrility under Section 3(b), Industrility shall not be liable to refund any pre-paid Fees, whether used or unused, and Customer shall forfeit any such pre-paid Fees to Industrility. Furthermore, Industrility agrees not to invoice or seek payment for any remaining portion of the Term following the effective date of termination. Termination shall be effective immediately upon notice, and Customer shall have no further claim or right to any compensation. v. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assignees.
4. FEES, PAYMENTS AND TAXES
c. Payment Terms. Industrility will issue an invoice for the total amount of the Fees for the entireSubscription Period. Customer will pay invoiced Fees at the address or account for Industrility set forth on the applicable invoice within thirty (30) days of Customer’s receipt of the corresponding invoice. Unpaid amounts are subject to a finance charge of 2.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection and may result in immediate termination of Service.
d. Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Industrility reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each Subscription Period, upon thirty (30) days prior notice to Customer (which may be sent by email). Notwithstanding anything to the contrary inSection 3, if Industrility exercises its rights under this Section 4, Customer may cancel its subscription any time between receipt of the notice and the renewal date of the Subscription.
e. Taxes and Exchange Fees. Customer is responsible for any sales, duty or other governmental taxes or fees, exchange rates, foreign transaction fees, wire fees due with respect to Customer’s purchase of a Subscription. Industrility will collect applicable sales tax if it determines that Industrility has a duty to collect sales tax. Several factors may cause this, such as variances between processor programs and changes in tax rates.
7. CONFIDENTIAL INFORMATION
a. Confidential Information shall be governed by the Non-Disclosure Agreement, previously signed and agreed to by the Parties. If parties have not executed a Non-Disclosure Agreement, the following terms apply: i. You shall not disclose to any person or entity any information about the Industrility App Platform, the Feedback or other results of your access or use of the Industrility App Platform or any other confidential information of Industrility that becomes known to you. ii. Your obligation to maintain the confidentiality of such information shall not apply to information that (i) was known to you before receiving such information, or (ii) is received by you from a third party who was legally entitled to make an unrestricted disclosure.