Terms of Use, Software License and Confidentiality Agreement

1Who this binds

This agreement is between ProFloor Solutions Inc., a Michigan corporation ("PFS", "we"), and (a) the business whose company access code, account or invitation you used to open the software (the "Licensee"), and (b) you personally as a user acting for that business ("you"). If you open the software for a business, you confirm you are authorized to bind it. If you are not, do not use the software.

Using the software in any way, including opening it, scanning a tag, or viewing the guide, means you accept these terms. The tick box at sign-in records that acceptance. Not ticking it does not make use of the software free of these terms; it only means you may not proceed.

2Definitions

• Software: the Fleet web application and installable app, the service worker, the generator and configuration, the QR tag scheme and codes, the guide and documentation, screens, layouts, workflows, wording, icons and visual design, and every update, fix and new version.
• Machine Library: PFS's compiled catalog of machine models, specifications, service intervals, wear-parts lists, part cross-references, links, photos and manuals mappings, including any version customized for the Licensee.
• PFS Materials: the Software, the Machine Library, pricing, proposals, training material, the ProFloor Command Center and Work Orders systems, and any concept, method, data model or process visible through or derived from any of them.
• Licensee Data: the fleet records, hours, service history, photos, sites, crews, people, job costs and notes the Licensee and its users enter into the Software.
• Confidential Information: PFS Materials and anything else PFS provides that is not publicly available, in any form, whether or not marked confidential.
• Affiliate: any entity that controls, is controlled by, or is under common control with a party, and that entity's owners, officers, employees and contractors.

3License

1. PFS grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software and the Machine Library, only for the Licensee's own internal management of equipment it owns or rents, and only through the instance PFS provisions for the Licensee.
2. Use is limited to the Licensee's employees and contractors who need it to do their jobs for the Licensee. Each user is bound by these terms and the Licensee is responsible for every user it lets in.
3. No other right is granted. Everything not expressly licensed is reserved to PFS.
4. Demo, pilot and sandbox instances are provided for evaluation only and may be reset, changed or withdrawn by PFS at any time.

4Ownership

1. PFS owns and retains all right, title and interest in the PFS Materials, including all copyrights, trade secrets, trademarks, know-how and other intellectual property, and all improvements, suggestions and feedback relating to them, worldwide.
2. Customizations PFS makes for the Licensee, including custom intervals, parts lists, categories, sites and workflows, are part of the Software and the Machine Library and are owned by PFS, even where they reflect the Licensee's usage or requests. The Licensee's own data inside those customizations remains Licensee Data.
3. The Licensee owns its Licensee Data. The Licensee grants PFS a license to host, process, back up, display and support that data to provide the Software and related service, and to use it in de-identified, aggregated form to improve the Machine Library and the Software.
4. "ProFloor", "ProFloor Solutions", "Fleet" as used with this Software, and the associated logos are marks of PFS. Licensee marks shown in a Licensee instance remain the Licensee's.

5Confidentiality (non-disclosure)

1. The Licensee and each user will hold Confidential Information in strict confidence, use it only to use the Software as licensed, and not disclose it to anyone outside the Licensee except users bound by these terms.
2. Confidential Information expressly includes: the Software's design, screens, workflows and source; the Machine Library and every interval, part number and cross-reference in it; PFS pricing, proposals and rate cards; the QR scheme; the guide; and the existence and content of any customization PFS made for the Licensee.
3. Exceptions: information that is publicly available through no fault of the receiving party; that the receiving party already lawfully held without restriction; or that it is required by law to disclose, after giving PFS prompt notice and a chance to object where lawful.
4. These obligations last for five (5) years after the Licensee's last use of the Software, and for trade secrets, for as long as they remain trade secrets under applicable law.
5. On termination, or on PFS's request, the Licensee will stop using and destroy or return all Confidential Information in its possession, other than its own exported Licensee Data.

6Non-circumvention

1. For the term of this agreement and twenty-four (24) months after the Licensee's last use of the Software, the Licensee and its Affiliates will not, directly or indirectly, use the PFS Materials or any knowledge gained from them to design, build, commission, fund, procure, license or operate a product or service that performs substantially the same functions as the Software or the Machine Library, or that reproduces its workflows, data model, QR scheme or screens, for the Licensee's own use or for anyone else.
2. During the same period the Licensee will not engage, solicit or contract with any developer, contractor, vendor or employee that the Licensee learned of through PFS or through the PFS Materials to replicate, re-create or replace the Software, nor introduce the Software or the Machine Library to a third party for that purpose.
3. Nothing here stops the Licensee from independently purchasing any commercially available fleet-management product that was not built with, from, or by reference to the PFS Materials.

7No reverse engineering, copying or misuse

The Licensee and each user will not, and will not permit anyone to:

1. copy, download, save, print, screenshot in bulk, mirror, frame, or archive the Software, its source or the Machine Library, other than the ordinary caching a browser or the installable app performs to run;
2. view, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source, structure, data model, algorithms, interval logic, cost logic or QR scheme of the Software, including by inspecting page source, network traffic, storage or cached files;
3. scrape, crawl, export or extract the Machine Library or any part of it, by hand or by tool, except the Licensee's own data through the export function PFS provides;
4. modify, translate, adapt or create derivative works of the PFS Materials, or remove, hide or alter any copyright, license or ownership notice;
5. sell, rent, lease, lend, sublicense, host for others, time-share, or otherwise make the Software available to any third party, or use it to manage equipment for anyone other than the Licensee;
6. share the company access code, an account, or an install with anyone outside the Licensee, or post any link, code or screenshot of the Software publicly;
7. probe, test, bypass or interfere with any security, access control, rate limit or database policy of the Software or its hosting;
8. use the Software to build a competing product, to benchmark it for a competitor, or to train, prompt or fine-tune any automated system on the PFS Materials;
9. use the Software in breach of law, or to store anything unlawful, infringing or harmful.

8Access codes, PINs and accounts

1. The company access code, admin PIN and any account credentials are Confidential Information. The Licensee is responsible for keeping them inside the business and for everything done under them.
2. Tell PFS promptly if a code, PIN, phone or account is lost, shared outside the Licensee, or compromised. PFS may rotate codes and revoke access at any time to protect the Software or the Licensee's data.
3. Users must sign in under their own name. Entries carry the user's name and the Licensee relies on that for its records.

9Your data

1. Licensee Data is stored in a database PFS provisions for the Licensee, hosted by a third-party cloud provider in the United States. PFS staff may access it to provide support, service and maintenance.
2. The Licensee can export a full backup of its Licensee Data from the Software at any time and should keep its own copies.
3. After termination PFS will keep Licensee Data available for export for thirty (30) days, then may delete it. PFS may keep de-identified, aggregated data indefinitely.
4. Photos, notes and site details entered by users may contain personal information of the Licensee's staff, customers and sites. The Licensee is responsible for having the right to enter it and for telling its users how it is used.
5. PFS will use reasonable safeguards appropriate to the data and will notify the Licensee without undue delay of any security incident affecting its data that PFS becomes aware of.

10Service intervals, parts and machine information

1. Intervals, parts lists, hours-to-service and cost figures in the Software are planning aids compiled from manufacturer publications, PFS field experience and the Licensee's own usage. They are guidance, not a warranty that a machine will not fail or that any part will fit.
2. The machine manufacturer's manual and instructions control over anything in the Software. The Licensee remains solely responsible for operating, maintaining and inspecting its equipment and for the safety of its people and sites.
3. PFS repair and service work is governed by the separate work order, invoice or service agreement for that work, not by these terms.

11Availability, changes and support

1. PFS aims to keep the Software available but does not promise uninterrupted or error-free operation. Cloud, network and phone conditions outside PFS's control affect availability and sync.
2. PFS may update, change, add or remove features, and may push updates to installed apps, at any time. Material reductions in licensed function will be communicated to the Licensee.
3. Support is provided as described in the Licensee's proposal or service agreement, or otherwise on a reasonable-efforts basis during PFS business hours.

12Warranty disclaimer

THE SOFTWARE, THE MACHINE LIBRARY AND ALL PFS MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, PFS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION. NO ADVICE OR INFORMATION FROM PFS CREATES A WARRANTY.

13Limitation of liability

1. TO THE FULLEST EXTENT PERMITTED BY LAW, PFS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, DOWNTIME, EQUIPMENT DAMAGE OR FAILURE, MISSED SERVICE, INJURY, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SOFTWARE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.
2. PFS'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SOFTWARE OR THESE TERMS WILL NOT EXCEED THE FEES THE LICENSEE PAID PFS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO SOFTWARE FEES WERE PAID.
3. These limits do not apply where the law does not allow them to be limited.

14Indemnity

The Licensee will defend, indemnify and hold harmless PFS and its owners, officers, employees and contractors from any claim, loss, liability, cost and reasonable attorneys' fees arising from: the Licensee's or its users' use of the Software; Licensee Data; equipment the Licensee operates; or any breach of these terms, including Sections 5, 6 and 7.

15Term and termination

1. These terms apply from first use and continue until terminated.
2. PFS may suspend or terminate access immediately on any breach of Sections 5, 6, 7 or 8, on non-payment of any amount owed to PFS, or on thirty (30) days' notice for any reason. The Licensee may stop using the Software at any time.
3. On termination the license ends, access codes and accounts are revoked, and the Licensee must stop using and delete all copies and installs of the Software. Sections 4 through 7 and 12 through 19 survive termination.

16Enforcement and remedies

1. The Licensee agrees that a breach of Sections 5, 6 or 7 would cause PFS irreparable harm for which money alone is not an adequate remedy, and that PFS is entitled to injunctive and other equitable relief without posting bond, in addition to all other remedies.
2. The prevailing party in any action to enforce these terms is entitled to its reasonable attorneys' fees and costs.
3. PFS may audit the Licensee's use of the Software on reasonable notice to confirm compliance.

17Governing law and venue

These terms are governed by the laws of the State of Michigan without regard to conflict-of-laws rules. The state and federal courts sitting in Van Buren County, Michigan, or the nearest federal district, have exclusive jurisdiction, and each party submits to them, except that PFS may seek injunctive relief in any court with jurisdiction over a breach.

18Electronic acceptance

1. Ticking the acceptance box at sign-in, entering the company access code, signing in under a name, or using the Software in any way constitutes the Licensee's and the user's electronic signature and agreement to these terms under the U.S. Electronic Signatures in Global and National Commerce Act and the Michigan Uniform Electronic Transactions Act.
2. The Software records the terms version, date and device on which acceptance was given, and the name the user signs in under. Those records are admissible evidence of acceptance.
3. Acceptance by any user binds the Licensee. The Licensee will make these terms available to every user it authorizes.

19General

1. Changes. PFS may update these terms by posting a new version with a new date. Continued use after the new date is acceptance. The Software will ask for a fresh tick when the version changes.
2. Whole agreement. These terms, together with any signed proposal, service agreement or NDA between PFS and the Licensee, are the whole agreement about the Software. Where a signed agreement is stricter on confidentiality, non-circumvention or intellectual property, the stricter term applies.
3. Assignment. The Licensee may not assign or transfer these terms or the license, including by merger or change of control, without PFS's written consent. PFS may assign to an affiliate or successor.
4. Severability and waiver. If any part is unenforceable, the rest stands and the part is narrowed as needed. No waiver is effective unless in writing.
5. Notices. Notices to PFS go to the contact in Section 20. Notices to the Licensee may be given inside the Software or to the email on file.
6. Relationship. The parties are independent contractors. Nothing creates a partnership, agency or joint venture.
7. Export and government use. The Software is commercial computer software. Government users receive only the rights granted here.

20Contact

ProFloor Solutions Inc. · PO Box 187, 42833 40th Street, Paw Paw, MI 49079 · operations@goprofloor.com · 269.399.5683