Master End User License Agreement

This Master End User License Agreement governs your and your Authorized Users' (defined below) access to and use of our Software and Services (as defined below), which are made available to you ("Customer," "you," or "your") by Automation Intelligence Labs, Inc. ("Company", "we," "our," or "us"). If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" refer to such entity. Customer and Company are each referred to herein as a "Party," and together are referred to herein as the "Parties."

BY CLICKING THE "ACCEPT" BUTTON OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, INDIVIDUALLY OR ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT INSTALL, ACCESS, OR USE THE SOFTWARE OR SERVICES.

The Parties hereby agree as follows:

1. Definitions

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

• "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
• "Applicable Law" means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
• "Authorized User" means Customer's employees, contractors, or agents authorized by Customer to access and use the Software and Services pursuant to the terms and conditions of this Agreement; provided, however, that any contractors' or agents' access to and use of the Software will be limited to their provision of services to Customer. You are responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Software using any of your or any Authorized Users' login credentials.
• "Confidential Information" means: (i) with respect to Company, the Software, the Services, and any and all source code relating thereto, the Usage Data, the Aggregate Data, the Documentation, pricing and fees related to the Services provided hereunder, Company's patent applications, proprietary algorithms, and trade secrets, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Customer Data, the Customer Code, and any other non-public information or material regarding your legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
• "Customer Code" means any PLC programs, structured text, ladder logic, project files, or other code and program files created, imported, or modified by Customer or its Authorized Users using the Software, whether stored locally on the Authorized User's machine or transmitted through the AI Features.
• "Customer Data" means any data and information that Customer or its Authorized Users provide to Company in connection with the Software or Services, including, without limitation, account registration information (such as name, email address, and company name), billing information, and any other personal information or business information submitted through the Software or Services, but excluding Customer Code.
• "Documentation" means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Software and Services as provided or made available by Company to Customer whether in a written or electronic form.
• "Effective Date" means the date on which Customer first accepts this Agreement by clicking "Accept," installing the Software, or otherwise indicating assent to the terms hereof.
• "Fees" means the applicable subscription fees, credit pack fees, and any other charges associated with the Tier selected by Customer, as set forth in the applicable pricing page, Order Form, or as otherwise disclosed to Customer at the time of purchase.
• "Harmful Code" means Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, drop dead or trap door devices or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Software or Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Software or Services.
• "Order Form" means a mutually executed ordering document, online subscription page, or similar agreement that references this Agreement and specifies the Tier, Fees, billing frequency, number of Authorized Users, and any additional terms applicable to Customer's subscription.
• "Personal Information" means any information defined as 'personal data,' 'personal information,' 'personally identifiable information,' or similar term under any Applicable Laws, including, without limitation, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), and other applicable U.S. state and international privacy laws.
• "Software" means Company's proprietary software application(s) and development tools for industrial automation programming, code analysis, and AI-assisted development, including the desktop application currently known as "PLC Forge," and all updates, modifications, and improvements thereto, together with all Documentation.
• "AI Features" means the artificial intelligence-enabled features of the Software, including code generation, code explanation, analysis suggestions, and fix suggestions, which require an internet connection and transmit relevant portions of Customer Code through the Company's proxy server to a Third-Party AI Provider for inference processing.
• "Third-Party AI Provider" means the third-party artificial intelligence model provider(s) used by Company to power the AI Features, as identified in the Documentation or Privacy Policy, as updated from time to time.
• "Tier" means the service tier selected by Customer (Free, Pro, or such other tiers as Company may offer from time to time), each of which provides different levels of functionality, AI usage allowances, and support, as described on the Company's website.
• "AI Usage Allowance" means the allotment of AI Feature usage included with Customer's Tier, as measured by credits, tokens, or dollar amounts, as specified by Company from time to time.
• "Processing" shall mean and include any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.
• "Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions, government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation ("HIPAA"), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of "special categories of data" under Applicable Law relating to privacy and data protection.
• "Services" means our provision to you of the Software, the AI Features, access to the Company's proxy server infrastructure, and the Support Services as set forth in this Agreement.
• "Usage Data" means the data that we collect in connection with our monitoring of the performance and use of the Software by you and your Authorized Users, including, without limitation, feature usage analytics, AI action counts (including user ID, action type, token count, and timestamps) for billing and usage enforcement, error and crash reporting, application performance metrics, and other usage and performance data.

2. Provision of Services

2.1 License Grant

During the Term (as defined below), we will provide the Services to you subject to the terms and conditions of this Agreement. Subject to the terms and conditions hereof, we hereby grant you a limited, non-exclusive, non-transferable (except as permitted under Section 11.1), non-sublicensable, revocable license to install and use the Software on devices owned or controlled by your Authorized Users, and to access and use the AI Features through the Company's proxy server, solely for your internal business purposes. The license granted hereunder is limited to the number of named Authorized Users for which Customer has purchased licenses (or, for the Free Tier, registered accounts). Each license is for a single named Authorized User and may not be shared or used concurrently by multiple individuals.

2.2 Modifications

We reserve the right to modify the Software and Services from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Software or Services at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Software or Services. Without limiting the foregoing, Company reserves the right to modify AI Usage Allowances, Tier features, pricing, and credit structures upon thirty (30) days' prior written notice to Customer. Continued use of the Software after the effective date of such changes constitutes acceptance thereof.

2.3 Trial Period

Company may offer Customer a time-limited trial of Pro Tier features for up to fourteen (14) days or until the metered AI usage allowance is exhausted, whichever occurs first ("Trial Period"). During the Trial Period, Customer may access the Software and AI Features subject to such usage limitations (including credit or token allowances) as Company may impose. THE SOFTWARE AND SERVICES PROVIDED DURING THE TRIAL PERIOD ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Upon expiration of the Trial Period, Customer must select a paid Tier to continue using Pro Tier features, or Customer's access will revert to the Free Tier.

2.4 Software Installation

The Software is installed and operated locally on the Authorized User's device. All Customer Code and local code analysis run entirely on the Authorized User's machine without requiring a network connection. Customer and its Authorized Users are responsible for obtaining the hardware, operating system, and internet connections necessary to install and operate the Software and access the AI Features.

2.5 AI Features and Availability

The AI Features require an internet connection; when invoked, relevant portions of Customer Code are transmitted through Company's servers to a Third-Party AI Provider for processing. Company does not store or retain Customer Code transmitted through the AI Features; Company collects only Usage Data as further described in the Privacy Policy. Company shall use commercially reasonable efforts to maintain the availability of the AI Features, but does not guarantee uninterrupted availability, which may be affected by Third-Party AI Provider outages or other circumstances beyond Company's reasonable control.

2.6 Restrictions on Use

You shall not (and shall not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to use the Software and Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Software or Services; (iii) modify, adapt, or translate the Software, the Services, or any portion or component thereof; (iv) make any copies of the Software, the Services, or any portion or component thereof, except as reasonably necessary for installation and backup purposes; (v) resell, distribute, or sublicense the Software, the Services, or any portion or component thereof, or use any of the foregoing for the benefit of anyone other than Customer; (vi) remove or modify any proprietary markings or restrictive legends placed on the Software or Services; (vii) use the Software, the Services, or any portion or component thereof in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to the Software or Services any Harmful Code; (ix) use any automated or programmatic means to access the AI Features, including without limitation API scraping, bots, or scripts, except through the intended interface of the Software; (x) use the Software or Services in connection with service bureau, timeshare, service provider or like activity whereby you operate the Software or Services for the benefit of a third party; (xi) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Software and Services; or (xii) use the Software or any output thereof, including AI-generated code, in any safety-critical application without first independently verifying, testing, and validating such output in accordance with all applicable industry standards, safety regulations, and Customer's own validation procedures.

2.7 Onboarding of Authorized Users

Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User's identity when he or she logs into the Software in the future (collectively, "Log-in Credentials"). When creating an account, an Authorized User must provide true, accurate, current, and complete information. Each Log-in Credential must be used only by a single Authorized User. Authorized Users shall not share their Log-in Credentials with any person. You are solely responsible for the confidentiality and use of Authorized Users' Log-in Credentials, as well as for any use, misuse, or communications entered through the Software. You shall promptly inform us of any need to deactivate a username, password, or other Log-in Credential. You shall immediately notify us of any unauthorized access or use of which you become aware. We reserve the right to delete or change Authorized Users' Log-in Credentials at any time and for any reason. We will not be liable for any loss or damage arising from any unauthorized activity of Customer or any Authorized User's account, or any other failure to secure access to Customer or any Authorized User's account. Customer shall be liable for any loss or damage incurred by Company and/or any third-party arising from any unauthorized activity of Customer or any Authorized User's account, or any other failure to secure access to Customer or any Authorized User's account.

2.8 Support Services

Company shall use commercially reasonable efforts to provide you and your Authorized Users problem resolution and technical support in connection with the Software during the Term (the "Support Services"). For Pro Tier and above, email support is available during Company's regular business hours, which are Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding Company-observed holidays. Free Tier users are limited to community-based support resources only and are not entitled to direct support from Company. We attempt to respond to support questions within one (1) business day, although we do not promise or guarantee any specific response time.

2.9 Incorporated Terms

Your use of the Software is governed by this Agreement, as well as the privacy policy located at www.plcforge.ai/privacy (the "Privacy Policy"), which may be updated from time to time. In addition, each of your Authorized Users is required to accept our terms of service located at www.plcforge.ai/terms (the "Terms of Service") for access to and use of our websites and account-related functionality. The Terms of Service and the Privacy Policy, as amended from time to time (collectively, the "Incorporated Terms"), are incorporated into this Agreement by this reference and made a part hereof. Notwithstanding the foregoing, this Agreement exclusively governs Customer's and its Authorized Users' access to and use of the Software and Services. In the event of any inconsistency or conflict between the Incorporated Terms and the terms of this Agreement, the terms of this Agreement shall prevail.

2.10 Automatic Updates

The Software includes a built-in automatic update mechanism. By installing the Software and accepting this Agreement, Customer consents to the automatic download and installation of updates, patches, bug fixes, and new versions of the Software ("Updates"). Updates may modify or delete features or functionality of the Software. Company is not obligated to provide any Updates or to continue to provide or enable any particular feature or functionality of the Software. All Updates shall be deemed part of the Software and subject to the terms of this Agreement.

2.11 Third-Party AI Provider Terms

Customer acknowledges that the AI Features rely on Third-Party AI Providers and that Customer's use of the AI Features is subject to the applicable terms, conditions, and acceptable use policies of such Third-Party AI Providers as disclosed in the Documentation or on the Company's website. Customer agrees to comply with all such third-party terms. Company reserves the right to change Third-Party AI Providers at any time without prior notice, provided that Company shall update its Documentation and Privacy Policy to reflect any material changes.

3. Customer Data and Code

3.1 Customer Data and Customer Code

Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license to reproduce, execute, use, modify, perform, display, transmit, and process the Customer Data and Customer Code solely as necessary to provide the Services hereunder. For the avoidance of doubt, Customer Code transmitted through the AI Features is processed in transit only; Company does not store, archive, or retain Customer Code on its servers. We will Process any Personal Information included in the Customer Data in accordance with this Agreement and the Privacy Policy. To the extent Company Processes Personal Information on behalf of Customer as a processor under Applicable Law, or otherwise receives Personal Information subject to cross-border transfer restrictions, the parties will enter into a data processing addendum and/or implement appropriate data transfer mechanisms (including, where applicable, the Standard Contractual Clauses) in a form reasonably acceptable to Company (collectively, the "Data Transfer Documentation"). You will have sole responsibility for the accuracy, quality, and legality of your Customer Data and Customer Code. If the terms of this Agreement conflict with the terms of the Data Transfer Documentation, the terms of the Data Transfer Documentation shall control solely with respect to Processing of Personal Information.

We will not use Customer Data or Customer Code for machine learning and/or training any artificial intelligence models we use in connection with the Services we provide hereunder. Customer acknowledges that Customer Code transmitted through the AI Features is processed by Third-Party AI Providers whose use and handling of such data is governed by such Third-Party AI Providers' own terms, conditions, and data handling policies.

3.2 Aggregated Data

Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Usage Data in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Services. Aggregate Data does not identify Customer or any individual.

3.3 Data Security

We (and any third-party service provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the Customer Data from unauthorized use or disclosure.

3.4 Data Upon Termination

Customer Code is stored locally on the Authorized User's devices and does not require retrieval from Company. We will retain your Customer Data stored on our systems (including account information and billing records) for a period of ninety (90) days after the termination or expiration of this Agreement ("Data Retention Period"). If you make a written request within thirty (30) days after termination or expiration of this Agreement, we will provide you with copies of all Customer Data then in our possession or control. After the expiration of the Data Retention Period, we will have no obligation to maintain or provide you with the Customer Data and we will delete all Customer Data then in our possession or control except as required by Applicable Law or as set forth in the applicable Data Transfer Documentation.

4. Intellectual Property

As between the Parties, all right, title, and interest in and to the Software, the Services, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, including without limitation all patents, patent applications, proprietary algorithms, trade secrets, and copyrights, are and will remain the sole and exclusive property of Company. Subject to Section 3, all right, title, and interest in and to Customer Data and Customer Code, and all intellectual property rights therein, will be and remain Customer's sole and exclusive property. For the avoidance of doubt, Customer retains all right, title, and interest in and to (i) PLC programs and code authored by Customer or its Authorized Users using the Software, whether written manually or with the assistance of the AI Features; (ii) any files imported into or exported from the Software by Customer or its Authorized Users; and (iii) any other work product created by Customer using the Software. Company makes no claim of ownership over the output generated through Customer's use of the AI Features; provided, however, that Company does not warrant that AI-generated output is original, non-infringing, or suitable for any particular purpose.

5. Confidentiality; Feedback

5.1 Confidentiality Obligations

At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its "Representatives"), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.

If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.

5.2 Feedback

During the Term, you and your Authorized Users may elect to provide us with feedback, comments, suggestions, and diagnostic or troubleshooting information (including in connection with bugs, errors, or crashes) with respect to the Software or Services ("Feedback"). Customer grants Company a non-exclusive, worldwide, royalty-free right to use, reproduce, and otherwise exploit such Feedback solely for the purpose of operating, maintaining, supporting, and improving the Software and Services. To the extent Feedback includes Customer Code, Customer Data, or Customer's Confidential Information, Company may use such materials solely as necessary for the foregoing purposes, and nothing in this Section grants Company any right to disclose or otherwise use such materials except as permitted elsewhere in this Agreement.

6. Representations and Warranties; Our Disclaimer

6.1 Representations and Warranties

Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws.

6.2 Additional Representations and Warranties of Company

In addition to the representations and warranties set forth in Section 6.1, Company represents and warrants that the Support Services shall be performed in accordance with all Applicable Laws and the terms of this Agreement.

6.3 Additional Representations and Warranties of Customer

In addition to the representations and warranties set forth in Section 6.1, Customer represents and warrants that (i) Customer and its Authorized Users have all rights, licenses, consents, and permissions necessary to provide Company with, and grant Company the right to access, use, and process, all Customer Data and Customer Code as contemplated by this Agreement, including any data, code, or other information provided by or obtained from Customer's clients or other third parties. Customer represents and warrants that the submission and use of Customer Data and Customer Code in connection with the Services will not violate any Applicable Law or infringe, misappropriate, or otherwise violate any intellectual property rights, confidentiality obligations, or other rights of any third party. Customer will not submit any Customer Data or Customer Code that Customer does not have the right to disclose or make available for processing in connection with the Services. Customer acknowledges that Customer Data and Customer Code may include proprietary or confidential information of Customer or third parties (including trade secrets), and Customer is solely responsible for ensuring that it has all necessary rights and authorizations to submit such information to Company and to permit Company and its service providers to process such information as contemplated by this Agreement; (ii) Customer and its Authorized Users shall not provide, submit or otherwise Process any Sensitive Information through the Software or Services; and (iii) Customer and its Authorized Users are solely responsible for reviewing, testing, and validating all code—whether manually written, AI-generated, or AI-modified—before any deployment to physical equipment, and Customer will comply with all applicable industry standards, safety regulations, and validation procedures in connection with any such deployment.

6.4 Our Disclaimer

THE SOFTWARE IS A DEVELOPMENT TOOL AND IS NOT A SAFETY SYSTEM, A SAFETY-RATED TOOL, OR A SUBSTITUTE FOR ANY SAFETY VALIDATION PROCESS. PLC PROGRAMS CONTROL PHYSICAL INDUSTRIAL EQUIPMENT, AND INCORRECT PLC CODE CAN CAUSE EQUIPMENT DAMAGE, PRODUCTION DOWNTIME, PERSONAL INJURY, OR DEATH. AI-GENERATED CODE, CODE SUGGESTIONS, CODE EXPLANATIONS, ANALYSIS RESULTS, AND ALL OTHER OUTPUTS OF THE AI FEATURES ARE PROVIDED FOR INFORMATIONAL AND DEVELOPMENT ASSISTANCE PURPOSES ONLY AND HAVE NOT BEEN VALIDATED FOR SAFETY-CRITICAL USE. THE USER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ALL CODE—WHETHER MANUALLY WRITTEN, AI-GENERATED, OR AI-MODIFIED—BEFORE DEPLOYMENT TO PHYSICAL EQUIPMENT. THE SOFTWARE DOES NOT REPLACE REQUIRED SAFETY VALIDATION PROCESSES, INCLUDING WITHOUT LIMITATION IEC 61508 FUNCTIONAL SAFETY ASSESSMENTS, OSHA MACHINE GUARDING REQUIREMENTS, RISK ASSESSMENTS PER ISO 12100, OR ANY OTHER APPLICABLE INDUSTRY STANDARDS. NEITHER THE CODE ANALYZER NOR THE AI FEATURES GUARANTEE THAT PLC PROGRAMS ARE FREE OF ERRORS, SAFE FOR DEPLOYMENT, OR COMPLIANT WITH ANY STANDARD. THE USER (AND THE USER'S EMPLOYER) BEAR FULL RESPONSIBILITY FOR VALIDATING ALL PLC PROGRAMS PRIOR TO DEPLOYMENT.

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE HAS NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION, AND YOU AND YOUR AUTHORIZED USERS AGREE NOT TO USE THE SOFTWARE TO COLLECT, MANAGE, OR OTHERWISE PROCESS ANY SENSITIVE INFORMATION. WE WILL NOT HAVE, AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR OR YOUR AUTHORIZED USER'S USE OF THE SOFTWARE TO COLLECT, MANAGE OR OTHERWISE PROCESS SENSITIVE INFORMATION.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 AND SECTION 6.2, THE SOFTWARE, THE SERVICES, THE AI FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY COMPANY HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER COMPANY NOR OUR SUPPLIERS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY OUTPUTS GENERATED BY OR THROUGH THE SOFTWARE OR AI FEATURES, INCLUDING WITHOUT LIMITATION ANY AI-GENERATED CODE, CODE SUGGESTIONS, ANALYSIS RESULTS, OR OTHER AI OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY OF ANY OUTPUT AND YOU SHALL NOT RELY ON THE COMPANY TO DO SO. THE OUTPUT MAY NOT REFLECT CURRENT, CORRECT OR COMPLETE INFORMATION AND YOU AND YOUR AUTHORIZED USERS MAY RELY ON THE OUTPUT AT YOUR AND THEIR SOLE RISK. COMPANY DOES NOT WARRANT THAT AI-GENERATED OUTPUT IS ORIGINAL, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE OR APPLICATION, INCLUDING WITHOUT LIMITATION ANY SAFETY-CRITICAL APPLICATION. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

COMPANY IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY THIRD-PARTY AI PROVIDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION, ERROR, OR CHANGE IN THE THIRD-PARTY AI PROVIDER'S SERVICES, TERMS, OR DATA HANDLING PRACTICES.

7. Limitation of Liability

7.1 Liability Exclusion

SUBJECT TO SECTION 7.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY'S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

7.2 Limitation of Damages

SUBJECT TO SECTION 7.3, EACH PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO COMPANY BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES, OR (B) ONE HUNDRED DOLLARS ($100).

7.3 Exceptions

NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 7.1 AND SECTION 7.2 SHALL NOT APPLY TO: (i) A PARTY'S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (iv) CUSTOMER'S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER OR BREACH OF SECTION 2.6 (RESTRICTIONS ON USE); OR (v) ANY CLAIMS ARISING FROM CUSTOMER'S DEPLOYMENT OF CODE (WHETHER MANUALLY WRITTEN, AI-GENERATED, OR AI-MODIFIED) TO PHYSICAL EQUIPMENT WITHOUT ADEQUATE TESTING AND VALIDATION.

8. Indemnification

8.1 Indemnification by Customer

You will indemnify, defend, and hold Company, our Affiliates, our suppliers and service providers, and our and their respective Representatives harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a "Claim") arising from (a) your or any of your Authorized Users' (i) breach or violation of this Agreement, including any of your representations and warranties hereunder; (ii) alleging that the use of the Customer Data or Customer Code in accordance with this Agreement infringes, violates, or misappropriates any third-party intellectual property or privacy rights; or (iii) gross negligence or willful misconduct; (b) any Exclusions; and/or (c) any claim, liability, damage, injury (including personal injury or death), or loss arising from Customer's or any Authorized User's deployment or use of any code or program (whether manually written, AI-generated, or AI-modified using the Software) in connection with physical equipment, industrial processes, or any other operational environment.

8.2 Indemnification by Company

Company will indemnify, defend, and hold Customer and its Representatives harmless from and against any and all Losses incurred by any such parties in connection with any Claim (i) arising from Company's gross negligence or willful misconduct, or (ii) alleging that the Software, or your access thereto infringes or misappropriates any third-party intellectual property rights (an "Infringement Claim"). In the event that we reasonably determine that the Software is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (a) procure for you the right to continue to use the Software as provided in this Agreement; (b) replace the infringing components of the Software with other components with equivalent functionality; or (c) suitably modify the Software so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement and provide you with a pro rata refund of the unused portion of any Fees that you have prepaid.

Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon (w) your or your Authorized Users' use of the Software not in accordance with the Documentation or this Agreement; (x) any unauthorized modifications, alterations, or implementations of the Software made by or on behalf of Customer (other than by Company); (y) use of the Software in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by us; or (z) use of the Software in a manner or for a purpose for which it was not designed ("Exclusions"). This Section 8.2 states Customer's sole and exclusive remedy, and our sole and exclusive liability, regarding any Infringement Claim.

8.3 Procedure

The indemnification obligations set forth in Section 8.1 and Section 8.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice of such Claim will not alleviate the indemnifying Party of its obligations under this Section 8 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party's approval.

9. Fees and Payment

9.1 Fees and Taxes

All Fees are exclusive of applicable taxes. You are responsible for paying all federal, state, local, and foreign sales, use, value-added, goods and services, and similar taxes ("Taxes") associated with your purchases under this Agreement, excluding taxes based on Company's net income. If Company is required by law to collect Taxes, such Taxes will be added to your invoice or charged to your payment method on file.

9.2 Tier Structure and AI Usage

The Software is offered in multiple Tiers, each with different functionality, AI Usage Allowances, and support levels, as described on the Company's website. Free Tier users are subject to hard usage caps with no overage permitted. Pro Tier users receive a monthly AI usage budget included in their subscription; usage in excess of the monthly budget may be purchased through credit packs at the then-current rates published on the Company's website. Company reserves the right to modify Tier features, AI Usage Allowances, and pricing upon thirty (30) days' prior written notice to Customer.

9.3 Payments; Subscriptions and Automatic Renewal; Cancellation

Pro Tier and above subscriptions are billed on a per-seat basis at the billing frequency selected by Customer at the time of purchase. Subscriptions will automatically renew for successive billing periods (e.g., monthly or annually, depending on the plan selected) unless cancelled prior to the end of the then-current billing period. By purchasing a subscription, Customer authorizes Company to charge the applicable Fees and any applicable Taxes to Customer's payment method on a recurring basis, without further authorization, at the beginning of each billing period until cancellation. All amounts are due and payable in advance. All amounts due under this Agreement shall be paid by credit card. You hereby authorize us to charge your credit card on file for the Fees and applicable Taxes in accordance with this Section. You further authorize us to use Stripe, Inc. or another third-party payment processor designated by Company to process such payments, and hereby consent to the disclosure of your billing information to such third party. You shall promptly provide us with updated credit card information in the event that your credit card on file is no longer valid. If the credit card information on file with us is not valid at any time during the Term, or if your credit card cannot be processed on any payment date, (i) you hereby authorize us to continue to attempt to charge the amounts due until such amounts are paid in full; and (ii) we reserve the right to suspend any or all Authorized Users' access to the Services, and, if such nonpayment continues for thirty (30) days, or terminate this Agreement, at our sole discretion. Customer may cancel its subscription at any time through its account settings or by contacting Company at support@plcforge.ai. Cancellation will take effect at the end of the then-current billing period.

9.4 Credit Packs

Pro Tier users may purchase additional AI usage credits ("Credit Packs") at the then-current rates published on the Company's website. Credit Packs are non-refundable and non-transferable. Unused credits from Credit Packs expire at the end of the applicable billing period unless otherwise specified at the time of purchase.

9.5 Non-Refundable

Unless otherwise expressly provided for in this Agreement, all Fees and Credit Pack purchases paid under this Agreement are non-refundable.

10. Term and Termination

10.1 Term

This Agreement commences on the Effective Date and will continue until terminated in accordance with this Section 10. For paid subscriptions, the term will correspond to the billing period selected by Customer at the time of purchase (e.g., monthly or annual) and will automatically renew for successive terms of the same duration unless cancelled in accordance with Section 9.3. Notwithstanding the foregoing, the Free Tier is provided on a month-to-month basis and may be terminated by either Party at any time upon written notice.

10.2 Termination

Either Party may terminate this Agreement: (i) upon thirty (30) days' notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

We may terminate this Agreement for convenience upon thirty (30) days' written notice to you.

We may terminate this Agreement upon written notice to you under the limited circumstances set forth in Section 8.2.

We may terminate or suspend any Free Tier account at any time, with or without cause, upon written notice (including email notice) to you.

10.3 Suspension for Non-Payment

We may suspend the Services upon written notice to you if your payment method on file cannot be processed or if any amount due to us remains unpaid for more than fifteen (15) days after the applicable payment date. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services.

10.4 Suspension for Prohibited Acts

We may suspend any Authorized Users' access to the Services immediately: (i) if we determine that you and/or your Authorized Users are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; (ii) if we determine that you and/or your Authorized Users have violated Section 2.6 of this Agreement; (iii) if your and/or your Authorized Users access to the Services is creating a security vulnerability for the Services or others or consuming excessive resources; and/or (iv) if you or your Authorized Users violate any applicable Third-Party AI Provider terms. We may charge a re-activation fee to reinstate the Services.

10.5 Effect of Termination

Upon termination of this Agreement: (i) we will stop providing the Services, and you will stop all access to and use of the Software and Services and shall uninstall and delete all copies of the Software from your devices; (ii) you will promptly pay all unpaid Fees and applicable Taxes due as of the date of termination; and (iii) each Party will either return to the Disclosing Party (or, at such Disclosing Party's instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party's Confidential Information that are in the Receiving Party's possession or control. For the avoidance of doubt, Customer Code stored locally on Customer's devices is Customer's property and need not be returned or destroyed.

10.6 Survival

The following provisions will survive termination of this Agreement: Section 1 ('Definitions'), Section 3.2 ('Aggregated Data'), Section 3.4 ('Data Upon Termination'), Section 4 ('Intellectual Property'), Section 5 ('Confidentiality; Feedback'), Section 6 ('Representations and Warranties; Our Disclaimer'), Section 7 ('Limitation of Liability'), Section 8 ('Indemnification'), Section 9 ('Fees and Payment') solely with respect to amounts accrued or owing as of the date of termination, Section 10.5 ('Effect of Termination'), this Section 10.6 ('Survival'), and Section 11 ('General Provisions').

11. General Provisions

11.1 Assignment

Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Company may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

11.2 Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

11.3 Governing Law and Venue

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of law principles. Each Party hereby irrevocably and unconditionally agrees that any legal action or suit related to this Agreement may be brought in any state or federal court of competent jurisdiction sitting in Wilmington, Delaware.

11.4 Notices

All notices that we are required to give you under this Agreement may be given via email to the address associated with your account, and will be effective as of the date we send such notice. All notices that you are required to give us under this Agreement must be in writing and will be delivered either personally or by e-mail or national overnight courier. Notices from you will be effective upon actual delivery to and receipt by us.

11.5 Independent Contractors

The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.

11.6 Severability

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

11.7 Force Majeure

Neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, COVID-19, quarantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, "Force Majeure Event"). Any Party so delayed in its performance will promptly notify the other by telephone or by the most timely means otherwise available (to be confirmed in writing within two (2) business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay; provided, however, if the delay or failure continues for more than thirty (30) days, the Party not relying on the excusable delay may terminate this Agreement upon written notice to the other Party. In order to avail itself of the relief provided in this Section, a Party must use commercially reasonable efforts to remedy the cause of, or to mitigate or overcome, such delay or failure. For the avoidance of doubt, nothing in this Section 11.7 shall be construed to excuse any payment obligations hereunder.

11.8 Export Control Laws

Our Software and Services may be subject to export control laws and regulations of the United States. You hereby certify that you and your Authorized Users will comply with all U.S. export control laws and regulations including but not limited to the International Traffic in Arms Regulations ("ITAR") (22CFR 120-130), Export Administration Regulations ("EAR") (15CFR 730-774) and regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") (31CFR 500-598) (collectively, the "Export Control Laws"). You and your Authorized Users agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of the Software and any products, software, or technology (including products derived from or based on such technology) received from the Company under this Agreement to any destination, entity, or person or for any end use prohibited by applicable Export Control Laws. Customer acknowledges that PLC programming tools and associated outputs may be subject to enhanced export control considerations depending on end use and end user, and Customer agrees to independently evaluate and comply with all applicable Export Control Laws in connection with its use of the Software and any code or files exported therefrom.

11.9 Changes to this Agreement

Company may update or modify this Agreement from time to time. If we make material changes, we will provide notice to Customer, which may include email to the address associated with Customer's account or an in-product notification. Changes will become effective on the date specified in the notice. Customer's continued access to or use of the Software or Services after the effective date of the updated Agreement constitutes acceptance of the modified Agreement. If Customer does not agree to the modified Agreement, Customer must stop using the Software and Services.

11.10 Third-Party Beneficiaries

The Parties agree that there are no third-party beneficiaries under this Agreement.

11.11 Complete Understanding

This Agreement constitutes the final and complete agreement between you and us regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Contact Us

If you have questions about this EULA, contact us at support@plcforge.ai.