Politique de mot de passe de MaintainX

These MaintainX Service End User License Terms (the “License Terms”) supplement the Strategic Reseller Agreement (the “SRA”)(including any Exhibits, SLS, and any other attachments to the SRA, all of which are fully incorporated by reference within theseLicense Terms) entered into between MaintainX and Reseller. Capitalized terms not elsewhere defined in these License Terms willhave the meaning ascribed to them in the SRA or SLS (or order submitted through any Electronic Tool). MaintainX may amend ormodify these License Terms pursuant to the SRA at any time.

1. Definitions

In addition to definitions set forth elsewhere in these License Terms, the following terms have the following meanings:

“Admin User” means any individual who is authorized by You to use the Service, to whom You (or We at Your request) have supplied access credentials, and who has permissions to administer Your account within the Service in addition to using all other features of the Service applicable to Your Subscription.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"AI Features” means features or functionality enabled by artificial intelligence technology, including large language models or machine learning, that We make available as part of the Service.

“Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable natural person and cannot be re-identified.

“Authorized User” means any Admin User, Paid User, or Requester User.

“Beta Service” means certain features, technologies, and services that are not generally available to Our customers, as updated from time to time.

“Custom Integration” means any custom integration created by MaintainX, pursuant to Professional Services (as defined below) purchased by Customer, to enable interoperability between the Service and systems owned or operated by Customer, including but not limited to Third-Party Tools (as defined below).

“Customer” or “You” means any person or entity agreeing to be bound by these License Terms pursuant to an agreement between MaintainX or any Reseller.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, by Us or Our Affiliates from Customer or an Authorized User by or through the Service, including Customer assets, policies, practices, and protocols that Customer or its Authorized Users upload or otherwise provide to the Service. For the avoidance of doubt, Customer Data does not include any information reflecting the access or use of the Service by or on behalf of Customer or any Authorized User.

“De-Identified Data” means information that cannot reasonably identify, relate to, describe, be capable of being associated with, be linked directly or indirectly with, or be reasonably be used to infer information about an identifiable natural person.

“Documentation” means the online documentation and feature descriptions for the Service made available to Customer through Our website, or that We otherwise make available to You, along with any applicable then-current documentation provided for any Custom Integrations.

“Global Procedure Library” means Our global procedure library, as updated from time-to-time, located at: https://www.getmaintainx.com/procedures or such other URL as We may provide from time to time.

“MaintainX API” means the application programming interface provided by MaintainX and related resources or documentation made available at https://api.getmaintainx.com/latest/docs, as updated from time-to-time.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.

“Our” means MaintainX’s and “Your” means Customer’s.

“Our Materials” means the Service, Software, Documentation, MaintainX APIs (subject to Customer’s rights in Customer Connectors), including any modifications, improvements, derivatives, or enhancements to any of the foregoing, Global Procedure Library, and Our Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided, developed or used by Us or any Subcontractor (as defined below) in connection with the Service or otherwise comprise or relate to the Service or Our Systems, including any information, data, or other content derived from MaintainX’s monitoring of Customer’s or any Authorized User’s access to or use of the Service, but not including Customer Data.

“Our Systems” means the information technology infrastructure used by or on behalf of MaintainX in providing the Service, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Us or using third-party services.

“Paid User” means an individual, other than an Admin User, who is authorized by You to use the Service, to whom You (or We at Your request) have supplied access credentials, and who has permissions to use features of the Service applicable to Your Subscription beyond the permissions provided to a Requester User.

“Privacy Policy” means Our Privacy Policy, as updated from time-to-time, located at: https://www.getmaintainx.com/privacy-policy or such other URL as We may provide from time to time.

“Professional Services” means any technical, integration, configuration, customization, consultation, implementation, or other professional services provided to You by MaintainX on behalf of Reseller.

“Purchased Service” means the Service that You purchase specifying a paid Subscription, as distinguished from those provided pursuant to a free trial or under a free Subscription.

“Requester User” means an individual who is authorized by You to use the Service for the limited purpose of making work requests, viewing the status of work requests, and sending and receiving messages within the Service, and any other limited permissions provided to Requester Users specified in the Documentation, and to whom You (or We at Your request) have supplied access credentials.

“Reseller” means MaintainX’s authorized reseller of the MaintainX Service from whom You license the MaintainX service pursuant to an agreement incorporating these License Terms.

“Sensitive Personal Data” means Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, or health insurance information; data about personal characteristics or other personal data, such as race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation, or trade union membership; or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used.

“Service” means the computerized maintenance and management software as a service platform that We make available online and through one or more mobile applications, including any changes or updates.

“Software” means the Custom Integrations, any software included as part of the MaintainX API, and any mobile application software that We provide or otherwise make available to You or Your Authorized Users.

“Standard Integration Product” means a pre-configured, reusable integration developed and maintained by MaintainX to enable interoperability between the Service and third-party systems or tools. These products are general-purpose solutions and are not Custom Integrations.

“Subscription” means access to the Service as requested by You on a per User basis.

“Subscription Term” means the period of time during which Authorized Users are permitted to use the Service.

“Support Services” means any support services provided to You by MaintainX on behalf of Reseller.

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Service that are not proprietary to MaintainX.

“User” means an Admin User or Paid User.“We” means MaintainX.

2. Provision of Services

2.1 Provision of the Service. We will use commercially reasonable efforts to make the Service available to Customer and its Authorized Users pursuant to these License Terms. Notwithstanding the foregoing, the Service may not be available due to planned downtime (which We will schedule to the extent practicable during low usage hours such as nights or weekends).

2.2 Access and Use. MaintainX hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12.3), worldwide right to access and use, and permit Authorized Users to access and use, the Service solely for Customer’s internal business operations in accordance with the terms of these License Terms.

2.3 Software License. MaintainX hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12.3) license to execute and use any Software that we provide in connection with use of the Service as permitted herein, in object code only, solely for Customer’s internal business operations in accordance with these License Terms. If we provide You with any mobile application Software, then the foregoing license includes the right to install such Software, solely on devices owned or controlled by Customer or the applicable Authorized User (each, an “Authorized Device”).

2.4 API License. If included in Your current Subscription plan, and subject to the terms and conditions of these License Terms, MaintainX hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the applicable Subscription Term, to use the MaintainX API to create and maintain Customer’s own connectors (“Customer Connectors”) to enable interoperability between the Service on the one hand, and Customer’s own systems or Third-Party Tools on the other hand.

2.5 Documentation License. MaintainX hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12.3) license to use, and permit Authorized Users to use, the Documentation solely for Customer’s internal business purposes.

2.6 Changes to the Service, Installed Software, and Documentation. We reserve the right, in our sole discretion, to make changes to the Service, Software, MaintainX API, and Documentation at any time that We deem necessary or useful to (a) maintain or enhance: (i) the quality or delivery of services to Our customers; (ii) the competitive strength of or market for Our services; or (iii) the Service’s cost efficiency or performance; or (b) to comply with applicable Law

2.7 Beta Service. We may invite You to try Beta Service at no charge. You may accept or decline any such trial in Your sole discretion. Beta Service will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Service is for evaluation purposes and not for production use, are not considered part of the “Services” under these License Terms, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Service trial period will expire upon the date that a version of the Beta Service becomes generally available. We may discontinue Beta Service at any time in Our sole discretion and may never make features, technologies, or services of Beta Service generally available.

2.8 Suspension or Termination of Service. We may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Service, without incurring any resulting obligation or liability, if: (a) MaintainX receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires MaintainX to do so; or (b) MaintainX believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any term of these License Terms, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under these License Terms; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Service; or (iii) these License Terms expires or is terminated. This Section 2.8 does not limit any of Our other rights or remedies, whether at law, in equity, or under these License Terms.

2.9 Subcontractors. We may engage third parties (each, a “Subcontractor”) to perform Our obligations under these License Terms in Our discretion, but We remain responsible for performance of any such Subcontractor.

2.10 Third-Party Tools. The Service may offer integrations with, or otherwise the ability to connect to or use, certain third-party products, services or software (including, without limitation, data products and services) which are not owned, controlled, provided, or operated by MaintainX (collectively, “Third-Party Tools”). Customer’s use of Third-Party Tools is subject to, and governed by, the applicable terms and conditions for such Third-Party Tools, which are solely between Customer and the applicable provider of the Third-Party Tool.

2.11 AI Features. The Service may include certain AI Features that enable Authorized Users to submit Customer Data (including in the form of prompts or queries) to such AI Features (“AI Inputs”) and receive outputs from the AI Features (“AI Outputs”). Any AI Output that You elect to use with the Service (“Customer Verified Output”) is deemed to be Customer Data; You acknowledge and agree that any AI Output may be substantially identical to AI Output generated by AI Features on behalf of other customers of MaintainX and Your rights to such Customer Data will not preclude the rights of any other customer of MaintainX to such AI Output.

3. Use of Services

3.1 Your Responsibilities. You will (a) be responsible for Authorized Users’ compliance with these License Terms and for all activities that occur through Your Authorized Users’ use of the Service, Software, or MaintainX API, including the restrictions set forth in Section 3.2 below, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) use reasonable efforts to prevent unauthorized access to or use of the Service, Software, and MaintainX API, and notify Us promptly of any such unauthorized access or use, (d) use the Service, Software, and MaintainX API only in accordance with these License Terms and applicable laws and government regulations, and (e) respond to questions and complaints from Authorized Users or third parties relating to Your or Your Authorized Users’ use of the Service, Software, and MaintainX API and use reasonable efforts to resolve support issues before escalating them to Us.

3.2 Usage Restrictions. You will not, and You will not permit any third party (including any Authorized User) to, (a) make the Service, Software, or MaintainX API available to, or use the Service, Software, or MaintainX API for the benefit of, anyone other than You, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, Software, or MaintainX API, or include the Service, Software, or MaintainX API in a service bureau or outsourcing offering, (c) use the Service, Software, or MaintainX API to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights, (d) use the Service Software, or MaintainX API to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service, Software, or MaintainX API or third-party data contained therein, including without limitation any anomalous use of the Service, Software, or MaintainX API, (f) attempt to gain unauthorized access to the Service or its related systems or networks, (g) permit direct or indirect access to or use of the Service, Software, or MaintainX API in a way that circumvents a contractual usage limit, (h) copy the Service, Software, or MaintainX API or any of their respective parts, features, functions, or user interfaces, (i) frame or mirror any part of the Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in these License Terms, (j) access the Service, Software, or MaintainX API in order to build a competitive product or service, (k) reverse engineer the Service or any of its associated software, the MaintainX API, or the Software (to the extent such restriction is permitted by law), (l) remove any proprietary notices from Our Materials, (m) access the Service, Software, or MaintainX API for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or (n) use the AI Features or any AI Output to develop, train or improve any machine learning or other artificial intelligence models, represent any AI Output as being reviewed or approved by MaintainX or Our Affiliates, represent any AI Output as being an original work or a wholly human-generated work, or use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical. Neither You nor Your Authorized Users will upload or otherwise make available to MaintainX any Sensitive Personal Data, including any files containing Sensitive Personal Data, in connection with Your use of the Service, Software, or MaintainX API. MaintainX will not be responsible for Your or Your Authorized Users’ actions (or the results of such actions) while using the Service, Software, or MaintainX API in a manner for which the Service, Software, and MaintainX API was not intended, including, without limitation, the processing or storing of any Sensitive Personal Data or personally identifiable data and/or information (other than an Authorized User’s name, business address, business email, and/or business phone number).

3.3 Our Rights to Use Customer Data. Subject to Your ownership rights in and to Customer Data as set forth in Section 5.2, You grant Us and Our Affiliates the right to use Customer Data, in compliance with applicable law, in order to: (a) provide the Service and Professional Services in accordance with these License Terms, (b) prevent or address service, support, or technical problems, and (c) as set forth in Section 5.2 and/or as may be required by law. If Customer Data contains any personally identifiable data and/or information that is subject to any applicable laws, rules, or regulations pertaining to data privacy or security (“Personal Data”), as between You and Us, You are the “controller” or “business” and MaintainX is the “processor” or “service provider” as such terms are defined pursuant to the applicable data privacy or security laws. You represent and warrant that with respect to any Customer Data (including, without limitation, Personal Data) transmitted, hosted, stored or processed, or otherwise provided in connection with the use of the Service, that: (a) You are in compliance with all applicable data privacy and security laws, and (b) You have made all disclosures to, and obtained all permissions and/or approvals from, each applicable data subject or source as may be necessary or required to transmit such data through the Service. Personal Data does not include Anonymous Data or De-Identified Data. Personal Data provided or collected through or in connection with the use of the Service shall only be used in accordance with these License Terms and Our Privacy Policy. In addition, each party shall comply with, and agrees to incorporate herein, MaintainX’s Data Protection Agreement available at www.getmaintainx.com/maintainx-dpa (“Our DPA”) to the extent applicable to the parties processing of Personal Data in connection with the use or performance of the Services hereunder.

3.4 Customer Administration. Customer may designate an Admin User or Admin Users to administer and manage Customer’s account within the Service, which includes, without limitation, the right to (a) invite Paid Users to access and use the Service on behalf of Customer and to assign certain permissions and access rights to each Paid User. Customer acknowledges and agrees that depending on the permissions granted to a Paid User, such Paid User may (a) subsequently invite or enable other Paid Users with the same access and ability to use the Service, and each such additional Paid User will be deemed a Paid User under the Account; (b) have the ability to view Customer Data that is connected to Customer’s account; (c) create, assign, and edit Work Orders and engage in full messaging functionality within the Service; and (d) invite Requester Users to create work requests, view the status of and comment on such work requests, and send and receive messages within the Service. Customer acknowledges and agrees that Customer is solely responsible and liable for its Admin Users’ administration and management of Customer’s account, including, but not limited to, the inviting and granting of access to Customer’s account and the Service to Paid Users and the inviting to the Service of Requester Users.

4. Security and Access to Customer Data

4.1 Protection of Customer Data. We maintain industry-standard administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but are not limited to, measures for preventing unauthorized access, use, modification or disclosure of Customer Data by Our personnel.

4.2 Self-Service Access to Customer Data. We will provide Customer’s Admin Users with the ability to download Customer Data from the Service, subject to any usage limits applicable to Your Subscription. For example, We may only provide Customer the ability to download particular types of Customer Data in particular formats under a free Subscription plan.

4.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Service; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ access credentials; and (e) all access to and use of the Service directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

5. Intellectual Property Rights

5.1 Our Materials. Subject to the limited rights expressly granted hereunder, We retain all of Our rights, title, and interest in and to Our Materials and all of Our intellectual property rights therein. With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. No rights are granted to You hereunder other than as expressly set forth herein or, with respect to Third-Party Materials, the applicable third-party license.

5.2 Customer Data. As between You and Us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in these License Terms. You grant Us and Our Affiliates the right to use Customer Data in accordance with applicable law to perform analytics and to derive, compile, and/or otherwise create and use aggregated and/or de-identified data from Customer Data; aggregated and/or de-identified data is generated by de-identifying Customer Data and/or aggregating Customer Data with other data so that results are not identifiable with respect to You, Your Affiliates, and/or Your or Your Affiliates’ respective agents, representatives, customers or employees. All right, title, and interest in and to any such aggregated and/or de-identified data will be solely and exclusively owned by MaintainX. We may use any such aggregated and/or de-identified data to create and make available insights, reports, statistical inferences and industry best practices for You and Our other customers and for marketing, survey purposes, benchmarking, proposing industry standards or modifications thereto, feature suggestions, product analytics, new product features or services, Service utilization analyses and/or related purposes. Notwithstanding the foregoing, We will not use Customer Data to train large language models without Your consent.

5.3 License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our Materials any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Authorized Users relating to the Service.

5.4 Customer Connectors. As between You and Us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to any Customer Connectors.

6. Confidentiality

6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes Our Materials; and Confidential Information of each party includes the terms and conditions of these License Terms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these License Terms, and (b) except as otherwise authorized by the Disclosing Party in writing, disclose Confidential Information of the Disclosing Party only to those of its and its Affiliates’ employees, contractors and advisors who need that access for purposes consistent with these License Terms and who are bound by confidentiality obligations to the Receiving Party at least as protective as those herein. Neither party will disclose the terms of these License Terms to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6.2.

6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or by the order of a court or similar judicial or administrative body to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. Representations, Warranties, Exclusive Remedies, and Disclaimers

7.1 Representations. Each party represents to the other party that it has validly entered into these License Terms and has the legal power to do so.

7.2 Our Warranties. We warrant to You that the Purchased Services will perform materially in accordance with the specifications set forth in the Documentation. We further warrant to You that any Professional Services and Support Services will be performed in a professional and workmanlike manner. In the event of MaintainX’s breach of the warranty set forth in this Section 7.2, as Customer’s sole and exclusive remedy, and MaintainX’s sole and exclusive obligation, MaintainX shall use commercially reasonable efforts to, as applicable, either (a) fix, repair, or replace the non-conforming Purchased Services, or (b) reperform the non-conforming Professional Services or Support Services within 30 days of MaintainX’s receipt of Customer’s notice of such breach; provided however, if MaintainX is unable to fix, repair, or replace the Purchased Services or re-perform the non-conforming Professional Services or Support Services (as applicable) within such 30 day period, Customer may, at its option, either (i) terminate these License Terms in accordance with Section 10.3 (Termination), or (ii) extend the period for MaintainX to correct such nonconformity. The AI Features are expressly excluded from the warranty set forth in this Section 7.2.

7.3 Mutual Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Purchased Services, Professional Services and Support Services, as applicable (including applicable data security breach notification law).

7.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE LICENSE TERMS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED UNDER SECTION 7.2 ABOVE, THE SERVICE, THE SOFTWARE, THE MAINTAINX API, THE PROFESSIONAL SERVICES, THE SUPPORT SERVICES, AND ANY BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

ANY PROCEDURE, CHECKLIST, OR OTHER DOCUMENT MADE AVAILABLE IN THE GLOBAL PROCEDURE LIBRARY IS PROVIDED FOR GENERAL EDUCATION AND INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL, MEDICAL, OR FINANCIAL ADVICE. MAINTAINX MAKES THE MATERIALS AVAILABLE “AS IS” AND AS PROVIDED, WITHOUT WARRANTIES OF ANY KIND. BY DOWNLOADING OR USING ANY SUCH MATERIALS, YOU ASSUME THE RISK THAT SUCH MATERIALS MAY NOT BE APPROPRIATE FOR YOUR SPECIFIC SITUATION AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY SUCH USE, INCLUDING COMPLIANCE WITH APPLICABLE LAW AND WITH MEETING ANY CONDITIONS OF PRODUCT WARRANTIES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FINALIZING ANY SUCH MATERIALS FOR YOUR USE AND ENSURING THAT SUCH MATERIALS ARE CORRECT, ACCURATE, AND COMPLETE. MAINTAINX DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO, ANY THIRD-PARTY TOOLS, INCLUDING, BUT NOT LIMITED TO, THE PROVISION OF THE THIRD-PARTY TOOLS BY THE APPLICABLE PROVIDER OR THE MANNER IN WHICH THEY HANDLE CUSTOMER DATA.

THE SERVICE AND THE SOFTWARE MAY CONTAIN TRANSLATIONS POWERED BY THIRD PARTY SERVICES, SUCH AS GOOGLE TRANSLATE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAINTAINX, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES RELATED TO ANY TRANSLATIONS MADE FROM ENGLISH INTO ANY OTHER LANGUAGE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE OFFICIAL TEXT OF THE SERVICE AND THE SOFTWARE IS ENGLISH. ANY DISCREPANCIES OR DIFFERENCES CREATED IN TRANSLATION ARE NOT BINDING AND HAVE NO LEGAL EFFECT FOR COMPLIANCE OR ENFORCEMENT PURPOSES. IF ANY QUESTIONS ARISE RELATED TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE SERVICE OR SOFTWARE, PLEASE REFER TO THE ENGLISH VERSION OF THE SERVICE OR SOFTWARE, AS APPLICABLE.

AI OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY MAINTAINX. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THAT ALL CUSTOMER VERIFIED OUTPUTS ARE ACCURATE AND APPROPRIATE FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAINTAINX, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES RELATED TO ANY AI FEATURES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The Service is a tool to be used by Authorized Users of appropriate training and expertise as an adjunct to such Authorized Users' professional judgment. Customer and its Authorized Users are solely responsible for reviewing all data put into and/or extracted from the Service to ensure that it meets all professional standards and legal requirements, as well as Customer's needs and intent. The use of the Service, any Materials, and/or any procedures included in the Global Procedure Library is not a substitute for the professional judgment of any Authorized User in connection with the maintenance or servicing of any applicable machinery, equipment, facilities, structures, systems, or works, including a licensed professional where required. MaintainX is not authorized or licensed to practice, and does not engage in the practice of, engineering. Nothing contained in or provided by MaintainX through the Service will be construed as the practice of engineering by MaintainX or any MaintainX employee.

7.5 Benefit of the Bargain. The warranty disclaimer set forth above in Section 7.4 and the limitation of liability set forth in Section 9 below are fundamental elements of the basis of the agreement between MaintainX and Customer. We would not be able to provide the Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Our suppliers.

8. Mutual Indemnification

8.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of the Service in accordance with these License Terms infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You pursuant to a settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. You may participate in the defense and settlement of the Claim Against You at Your expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Your continued use of that Service in accordance with these License Terms, or (iii) in coordination with Reseller, terminate Your Subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the Subscription Term for the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from (x) Your breach of these License Terms or otherwise from Your gross negligence or willful misconduct, or (y) any AI Output.

8.2 Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party, including any Authorized User or any government or regulatory agency (a) alleging that Customer Data or any use of the Customer Data in accordance with these License Terms, infringes or misappropriates such third party’s intellectual property rights or rights of privacy or publicity, or any failure to provide adequate disclosures or obtain adequate consents, approvals, or permissions as set forth in Section 2.6; (b) based on Customer’s or any Authorized User’s (i) gross negligence or willful misconduct, (ii) use of the Service in a manner not authorized by these License Terms, or (iii) use of the Service in combination with data, software, hardware, equipment, or technology not provided by Us or authorized by Us in writing; or (c) alleging personal injury or property damage caused by Customer or any Authorized User in connection with the Service (collectively, a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us pursuant to a settlement of, a Claim Against Us, provided We (x) promptly give You written notice of the Claim Against Us, (y) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (z) give You all reasonable assistance, at Your expense. We may participate in the defense and settlement of the Claim Against Us at Our expense.

8.3 Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

9. Limitation of Liability

9.1 Limitation of Liability. EXCEPT FOR ANY BREACH OF SECTION 4 (SECURITY AND ACCESS TO CUSTOMER DATA) OR SECTION 6 (CONFIDENTIALITY), OR YOUR OBLIGATIONS UNDER SECTION 2.2 (USAGE RESTRICTIONS), OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THESE LICENSE TERMS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, “EXCLUDED CLAIMS”), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THESE LICENSE TERMS WILL EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO RESELLER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS OR, WITH RESPECT TO A FREE TRIAL OR BETA SERVICE, $100 (THE “STANDARD CAP”). NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY BREACH OF SECTION 4 (SECURITY AND ACCESS TO CUSTOMER DATA), OR SECTION 6 (CONFIDENTIALITY) AS IT RELATES TO CUSTOMER DATA, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THESE LICENSE TERMS WILL EXCEED 2X THE STANDARD CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Exclusion of Consequential and Related Damages. EXCEPT FOR EXCLUDED CLAIMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Terms and Termination

10.1 Term of Agreement. These License Terms commences on the date You first accept it and continues until all Subscription Terms hereunder have expired or have been terminated.

10.2 Term of Purchased Subscriptions. The Subscription Term is as specified in any applicable agreement between You and Reseller.

10.3 Termination. A party may terminate these License Terms (a) 30 days after providing written notice to the other party of a material breach of its obligations under these License Terms if such breach remains uncured at the expiration of such 30-day period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4 Customer Data Portability and Deletion. After the effective date of termination or expiration of these License Terms, We will have no obligation to maintain or provide Customer Data, and may, in Our sole discretion, delete or destroy all copies of Customer Data in Our systems or otherwise in Our possession or control, unless legally prohibited. Notwithstanding the foregoing, for any Purchased Service, We will make all Customer Data available to You for electronic retrieval for a period of 30 days after such termination or expiration.

10.5 Surviving Provisions. Each party is responsible for any obligations to the other party that arose prior to any termination or expiration of these License Terms. In addition, except as otherwise set forth in these License Terms, Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), Section 7.4 (Disclaimers), Section 8 (Mutual Indemnification), Section 9 (Limitation of Liability), Section 10.4 (Customer Data Portability and Deletion), this Section 10.5 (Surviving Provisions), Section 11 (Notices, Governing Law and Dispute Resolution), and Section 12 (General Provisions) survive any termination or expiration of these License Terms.

11. Notices, Governing Law, and Dispute Resolution

11.1 Manner of Giving Notice. All notices, permissions, and approvals hereunder must be in writing and will be deemed given upon: (i) personal delivery, (ii) the third business day after mailing, (iii) the second business day after sending via an overnight delivery service; or (iii) the first business day after sending by email (provided email is not sufficient for notices of material breach, termination, or an indemnifiable claim). Notices to Us shall be addressed to:

^{MaintainX, Inc.
Attn: Customer Service Department
382 NE 191st Street PMB 98008
Miami, FL, 33179
Telephone: 510-495-0974
Email: info@getmaintainx.com}

All notices to You shall be addressed to the relevant Admin User designated by You, in writing, by like notice

11.2 Governing Law and Venue. These License Terms and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of law provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.3 Informal Dispute Resolution and Arbitration. The parties acknowledge that most disputes can be resolved without resort to litigation. The parties will use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, any and all disputes arising out of or in any way relating to these License Terms, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (“JAMS”) and pursuant to the then existing arbitration rules at JAMS.

If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The existence of a dispute, submission to arbitration, and any arbitration award under to these License Terms is deemed the Confidential Information of both parties.

The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of this Section 11.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

You may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to MaintainX. Any such notice must be given within 30 days of the Effective Date. If Customer opts out of arbitration, MaintainX also will not be bound to arbitrate.

Notwithstanding anything to the contrary in this Section 11, (a) either party shall be entitled to seek injunctive relief as set forth in Section 11.4 (Equitable Relief) below and to stop unauthorized use of the Service or infringement of Intellectual Property Rights and (b) any disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration but instead must be heard in state or Federal court in San Francisco, California.

11.4 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 (Confidentiality) or, in the case of Customer, Section 2.2 (Usage Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12. General Provisions

12.1 Export Compliance. The Service, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit Authorized Users to access or use the Service in a U.S.-embargoed country, or permit access or use by any denied party, or otherwise in violation of any U.S. export law or regulation.

12.2 Entire Agreement and Order of Precedence. These License Terms, including any addenda or exhibits incorporated therein, and, if applicable, Our DPA, is the entire agreement between You and Us regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No waiver of any provision of these License Terms will be effective unless in writing and signed by the party against whom the waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding any applicable agreement between You and Reseller) during the term of these License Terms is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) Our DPA (if applicable), (2) these License Terms, and (3) the Documentation.

12.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these License Terms in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these License Terms relates. Notwithstanding the foregoing, if a party merges with, is acquired by, sells substantially all or substantially all of its assets to, or otherwise undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these License Terms upon written notice.

12.4 Relationship of the Parties. The parties are independent contractors. These License Terms does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.5 Publicity. Unless otherwise agreed in writing, MaintainX may use Customer’s name, logo and marks to identify Customer as a MaintainX customer on MaintainX’s website and marketing, public relations and materials for current or prospective investors and Customer may revoke such consent by providing written notice to MaintainX at privacy@getmaintainx.com.

12.6 Third-Party Beneficiaries. There are no third-party beneficiaries under these License Terms.

12.7 Waiver. No failure or delay by either party in exercising any right under these License Terms constitutes a waiver of that right.

12.8 Severability. If any provision of these License Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these License Terms will remain in effect.

12.9 Changes. MaintainX may revise these License Terms from time to time by posting a revised version on its website. Any such revised version will take effect as of the date of posting of the revised version or such later date set forth in a notice to You. Notwithstanding the foregoing, if You do not agree to the revised version, You may provide us written notice within 30 days of the effective date of the revised version and such revised version will not apply to Your access and use of the Service through the remainder of Your then-current Subscription Term.

12.10 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, Internet service provider failure or delay, or denial of service attack) that was beyond the party’s reasonable control.

12.11 US Government Rights. Each of the Software, Documentation, and each software component that We use to provide the Service is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. If Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Service, Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.