Terms of Service

• Agreement Term is the duration of the agreement, beginning on the Effective Date and continuing until six months after all Subscription Services have expired or been terminated.
• Admin User is a user designated by Customer to manage the account.
• Authorized Users can be either “Paid Users” or “Community Users” who are Customer’s employees, independent contractors, or other third parties who are authorized by Customer to access and use the Subscription Services under the rights granted to Customer in the Agreement. Authorized Users are required to sign up or register for the Subscription Services using the process specified by M1 Software and must adhere to the terms of this Agreement. The Customer is responsible and accountable for the actions of all Authorized Users in relation to any and all aspects covered by this Agreement. The number of Users authorized to access the Subscription Service is set forth in the applicable Order.
• Cloud Servers means any servers used by M1 Software for storage and usage of licensed software.
• Community User means an individual authorized by Customer to use the Subscription Service for limited purposes.
• Confidential Information is any information, data, images, and other content in any form or medium that is submitted by or collected from or on behalf of Customer through the Services.
• Customer Data means any information, data, images, and other content in any form or medium that is submitted by or collected from or on behalf of Customer through the Services, including data and information collected from or pertaining to Authorized Users but excluding the Usage Data.
• Documentation means and refers to any documentation related to the Services that M1 Software makes generally available to its customers.
• Effective Date means the date the Order is signed and submitted.
• Fees means the fees set forth on an Order for the Services.
• Free Trial is a trial period during which the Subscription Services are provided free of charge.
• Hardware means any hardware, such as barcode readers, that M1 Software may resell to the Customer from the original seller or manufacturer (each an “OEM”).
• Initial Term for the Services outlined on the Order is 13 months. The first month is FREE to allow for implementation and Customer Data migration.
• Intellectual Property Rights means all patent copyright trademarks, trade secret rights in know-how, business domain names, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights.
• License Grant means a limited-term, non-exclusive, non-transferable, non-sublicensable license for Customers’ Authorized Users to access and use the Software.
• Marks means a party’s name, logo, and trademarks.
• Order means the document specifying the Services, Fees, payment terms, etc.
• Paid User means an Authorized User with permissions beyond those provided to a Community User.
• Professional Services means any additional services rendered by M1 Software, such as consulting and custom content development and out-of-scope implementation and integration services, but specifically excluding any support and maintenance.
• Reports means the tangible outputs generated by the Customer’s use of the Services.
• Server means any device that hosts software and can be run, accessed, or used by another device.
• Services comprise of some or all of the following: (i) Subscription Service, (ii) implementation, support, training, and maintenance services for the Subscription Service described in Section 3.3 (Subscription Services), and (iii) any Professional Services provided by M1 Software and identified in an Order. Customer may subscribe to Services by signing an Order from M1 Software that references this Agreement.
• Software means M1 Software’s computer software, technology, software API, mobile application, associated media, the associated Documentation, and any updates, upgrades, or enhancements thereto, or portions thereof, including revisions and modifications but excluding the Hardware.
• Subscription Service means (i) a software-as-a-service offering outlined in an executed Order made available by M1 Software for access by the Customer over the internet (“SaaS License”), Or (ii) Use of Software that is installed and runs on Servers on the Customer's or Customer’s facility's premises (“On-Premise License”).
• Subscription Term is the duration of the subscription as defined in Section 8.2 (Subscription Term).
• Subscription Start Date means the commencement of the Initial Term as set forth on the Order.
• Third-Party Services means any products or services provided by third parties that may be integrated with or accessed through the Services.
• Usage Data refers to any anonymized and aggregated data resulting from processing Customer Data or from accessing or using the Services by or on behalf of the Customer.

3.1.  License Grant. During the Subscription Term and subject to the terms and conditions of the Agreement: M1 Software grants to Customer a limited-term, non-exclusive, non-transferable, non-sublicensable license for Customers’ Authorized Users, to access and use the Software, in object code only, and copy the Documentation as reasonably required to access and use the Services.

3.2.  Serial Numbers. M1 Software will issue the Customer a Serial Number at the start of the Initial Term as stated on the Order, and a new Serial Number will be issued at the commencement of each Renewal Term. If full payment is not received at the commencement of the Subscription Term, the Serial Number will expire, and access to the Service will be suspended until full payment is received and a new Serial Number is issued. At the discretion of M1 Software, Customer may receive a temporary Serial Number for the Service until payment is received in full. Such Serial Number will be valid for fourteen (14) days. Additional fees may incur.

3.3.  Subscription Services.

3.3.1.  SaaS License. M1 Software will make Software available for access and use by Customer’s Authorized Users under the SaaS License via the Internet on Cloud Servers (“M1 Cloud Servers”). Customer Data (as defined below) will be stored on M1 Cloud Servers and made available to Customer through its licensed use of Software under the Agreement. The Software and Customer Data may be unavailable periodically due to planned downtime (which will be scheduled to the extent practicable during low usage hours such as nights or weekends). M1 Cloud Servers are located at M1 Software’s contractor’s site(s) and may not be dedicated exclusively to Software or Customer. M1 Software is responsible for the procurement, maintenance, and server-side Internet access of M1 Cloud Servers and Software. M1 Software is also responsible for any operating system and other third-party software needed to run Software on M1 Cloud Servers. M1 Software or its contractor, not Customer, owns and holds the licenses to such third-party software. M1 Software (directly or through its contractor) will contract with the applicable third-party software licensors for software maintenance, updates, and new versions as M1 Software deems appropriate. M1 Software will determine which updates and new versions of the third-party software will be installed on M1 Cloud Servers and when they are installed.

3.3.2.  On-Premise License. For Software installed and running on a physical or virtual server provided by Customer ("Customer Server") and located on Customer's or Customer’s facility’s premises (“On-Premise Software”), M1 Software will provide Customer with the necessary installation files and instructions. M1 Software engineers must be allowed remote access to the Customer Server to download files and install the Software. This remote access can be either 'attended' by a member of the Customer's IT personnel or 'unattended,' as specified in the Order. M1 Software is responsible for installing, supporting, and maintaining the On-Premise Software, while the Customer is responsible for ensuring compatibility with its hardware and network infrastructure. Customer Data will be stored on Customer Server as per Customer’s own data management protocols. M1 Software will supply updates and new versions of the On-Premise Software periodically. Critical updates and security patches will be provided as and when necessary. Customer must also procure and maintain any required third-party software and operating systems necessary to run the On-Premise Software and is responsible for any associated licenses and maintenance contracts. M1 Software will not be responsible for the operating environment of the On-Premise Software, including hardware, networking, and third-party software not provided by M1 Software. The On-Premise Software will have an alphanumeric code that enables Customer to activate the Software during the Subscription Term for use by Customer’s Authorized Users.

3.4.  Third-Party Integrations. A Subscription Service may contain features that enable interoperability with third-party products, applications, or services used by Customer (each a “Third-Party Service”). Customer acknowledges and agrees that M1 Software does not control or operate, and has no responsibility or liability for, any Third-Party Service. Customer’s use of any Third-Party Service is subject to the applicable terms and conditions for the Third-Party Service between Customer and the provider of the Third-Party Service. M1 Software does not endorse or support and is not responsible for Third-Party Services, including, without limitation, the privacy and data security policies and practices related to Third-Party Services. Customer may enable integrations between a Subscription Service and a Third-Party Service, and by doing so: (a) instructs M1 Software to share Customer Data with the provider of the Third-Party Service in order to facilitate the integration, and (b) grants M1 Software permission to allow the Third-Party Service and its provider to access Customer Data and information about Customer’s usage of the Third-Party Service as appropriate for interoperability of the Third-Party Service with the Subscription Service. Customer is responsible for providing all instructions to the Third-Party Service provider about using and protecting Customer Data. M1 Software and the Third-Party Service provider are not processors or sub-processors of Personal Data with respect to each other. M1 Software cannot guarantee the continued interoperability of any Subscription Service with any Third-Party Service — for example (and without limitation) the provider of a Third-Party Service may determine to stop making it available for interoperation with a Subscription Service in a manner acceptable to M1 Software. M1 Software is not responsible for providing any support, integration, maintenance, or other services for any Third-Party Service.

3.5.  Implementation Services. M1 Software will provide implementation services to Customer as outlined in the Order. Customer will provide the information, data, systems, and materials reasonably requested by M1 Software and access to and assistance from qualified personnel to perform the Implementation Services.

3.6.  Maintenance and Support Services. M1 Software is responsible for maintaining the software and providing support services to Customer. This includes implementing fixes, patches, and updates to the software as applicable ("Fixes") and providing work-around solutions to address programming errors in the software. All decisions regarding fixes, workaround solutions, or the correction of programming errors, as well as the timing and manner thereof, will be made by M1 Software. M1 Software will determine if, when, and how programming errors should be corrected and fixes and workaround solutions created and implemented.

3.7.  Software Updates. “Updates” means future Fixes, modifications, enhancements, additions, and new versions or releases of (a) Software on M1 Software Servers during the Subscription Term under the SaaS License or (b) On-Premise Software during the Subscription Term under the On-Premise License. M1 Software may add or delete features and functions to improve customer experience. Updates are part of the Software and are licensed under the applicable License. Licenses apply only to the most current versions made available by M1 Software. Prior versions may be discontinued. Customer’s Licenses do not include functionality or features not covered by the subscribed payment plan. M1 Software may license future functionality, modules, or products separately, subject to additional fees and conditions.

M1 Software may revise or remove the Software’s features, functionality, or service levels at any time. If such changes materially degrade Customer’s use of the Software, Customer may terminate the applicable Order within thirty (30) days of notice. M1 Software will use commercially reasonable efforts to notify Customer of any changes via email and/or posting on M1 Software's website.

3.8.  Most Current Version of Software. M1 Software is required to support and maintain only the most current version of the Software that is implemented on M1 Software Servers for both the SaaS License and the On-Premise License. This includes making the current version available for download under the On-Premise License. M1 Software is not obligated to support outdated versions of the Software.

3.9.  Exceptions. M1 Software maintenance and support obligations under Section 3.6 (Maintenance and Support Services) do not apply to any problem attributable to Customer’s Computers or to their connectivity to the Internet or to Customer’s failure to meet its responsibilities or requirements under this Agreement or to follow any Documentation provided by M1 Software.

3.10.  Included Services. The services in sections 3.1 (License Grant), 3.2 (Serial Numbers), 3.3 (Subscription Services) and 3.4 (Third Party Integrations) and the services outlined in sections 3.5 (Implementation Services), 3.6 (Maintenance & Support Services) and 3.7 (Software Updates) are included in the Subscription Fee the Customer pays for the applicable subscription plan.

3.11.  Professional Services. Additional services such as consultation, out-of-scope implementation, and custom content development are not covered in the support and maintenance services outlined in Sections 3.6 (Maintenance and Support Services) and 3.7 (Software Updates). If the customer requires extra services or changes to the existing services, and if M1 Software agrees to provide the additional services or changes, the Parties will negotiate one or more Service Orders for the additional services or changes. Each Order must be approved and signed by both Parties and will be considered part of and governed by the original Agreement. The additional services or changes described in a Service Order (referred to as "Professional Services") will be governed by this original Agreement as Services. The customer will pay any additional or increased fees or other compensation outlined in the Service Order(s) to M1 Software for Professional Services.

3.12.  Subcontractors. Customer acknowledges and agrees that M1 Software may use subcontractors and other third-party service providers to provide the Services, provided that M1 Software remains liable for such third party’s breach of the Agreement.

3.13.  Service Level Agreement. M1 Software is committed to providing a high level of service quality and reliability. The Service Level Agreements (SLAs) outlined in this section specify the uptime guarantees and support response times that M1 Software will provide to the Customer.

4.1.  Subscriptions. The Customer acquires access to Subscription Service through a Subscription with Fees based on the chosen plan, payable on a per-user basis. Subscriptions have an annual term, and plans can be upgraded during the Subscription Term, with the upgraded plan's term prorated based on the remaining portion of the original term at the time of the upgrade. Access for all Authorized Users ends on the same date as the Subscription Term unless otherwise provided in the applicable Order.

4.2.  Customer Administration. Customer may designate an Admin User or Admin Users to administer and manage Customer’s account, which includes, without limitation, the right to (a) invite Paid Users to access and use the Subscription 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 Subscription 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 Subscription Service; and (d) invite Community Users to create work requests, view the status of and comment on such work requests, and send and receive messages within the Subscription 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 Subscription Service to Paid Users and the inviting to the Subscription Service of Community Users.

4.3.  Authorized User Increases and Decreases. Any of the Customer’s Admin Users may increase the total number of Authorized Users during the then-current Subscription Term by submitting an Order specifying the new higher number of Authorized Users with Fees pro-rated for the then-current Subscription Term. The Customer may decrease the total number of Authorized Users during the then-current Subscription Term by submitting an Order specifying a new lower number of Authorized Users with Fee changes and applicable usage limits taking effect at the end of the then-current Subscription Term.

4.4.  Restrictions. Customer may use the Services solely as outlined in the Agreement and will not: (i) copy, modify or create derivative works or improvements of the Services; (ii) reverse engineer, disassemble, decompile, modify, or alter the Services; (iii) remove circumvent disable damage or otherwise interfere with or disrupt the integrity or performance of the Services or any security-related features therein; (iv) input upload transmit or otherwise provide to or through the Services any information or materials that are unlawful or injurious or contain transmit send or store material containing harmful computer code files scripts agents or programs; (v) rent, lease, loan, resell, sublicense, distribute, or otherwise commercially exploit or make available the Services to any third party or use the Services for service bureau or time-sharing purposes; or (vi) develop or have developed any products services or other materials that compete with the Services or otherwise compete with M1 Software's business. Each Authorized User’s right to access and use the Services through its individual account is personal to such Authorized User, and such account may not be shared with other individuals. An Authorized User account may only be reassigned to a new Authorized User who is replacing the applicable Authorized User. Other than Authorized User log-in information Customer will not upload any personal information as may be defined by applicable law.

5.1.  Customer Data and Usage Data.

5.2.  Data Security.

5.3.  Data Processing Agreement (DPA). M1 Software and the Customer shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). The Parties agree to execute a Data Processing Agreement (DPA) when the processing activities conducted by M1 Software on behalf of the Customer fall within the scope of these regulations. This DPA will detail the nature, purpose, type of data processed, processing duration, and both Parties' obligations and rights, ensuring alignment with legal standards. In cases of cross-border data transfers, appropriate safeguards will be implemented as required by GDPR and other relevant data protection regulations.

5.4.  Privacy Policy. M1 Software's Privacy Policy is incorporated herein by reference regarding any data collected from Authorized Users through their use of the Subscription Service. M1 Software reserves the right to modify its Privacy Policy at its reasonable discretion from time to time.

6.1.  Security Controls. Customer is responsible for maintaining adequate security controls to prevent unauthorized access or use of M1 Software and Customer Data. M1 Software is not responsible for unauthorized access or use from Customer's equipment or networks.

6.2.  Access and Authorized User Accounts. Each Authorized User will be assigned a single M1 Software account. An account may only be used by the assigned individual, and sharing is prohibited. Login credentials and access will be governed by M1 Software's current guidelines. Customer is responsible for all activities under its account and must notify M1 Software of any unauthorized use or security breaches.

6.3.  Customer Data Compliance. Customer warrants that they are in compliance with all applicable data privacy and security laws, have obtained all necessary permissions, consents, rights, and licenses, and will not transmit, store, or process any Sensitive Personal Data using M1 Software or on M1 Cloud Servers.

6.4.  Customer Cooperation. Customer agrees to provide all necessary personnel and other resources as reasonably requested by M1 Software to enable M1 Software to fulfill its obligations hereunder. If Customer suspects a data or security breach, Customer may refer to the Privacy Policy for notification procedures.

7.1.  Subscription Fee. A “Subscription Fee” is the annual or monthly subscription and license fee payable by Customer for the Subscription Service. Customer will pay the Subscription Fee that is (i) specified on the applicable Order, or (ii) if Customer subscribed to the Services through a reseller or distributor authorized by M1 Software to sell subscriptions to the Services (an “Authorized Reseller”), the amount agreed to by Customer and the Authorized Reseller. Unless otherwise outlined in a separate agreement, M1 Software may reasonably increase the annual Subscription Fee for the Renewal Term by giving Customer at least 45 days advance written notice. If the increase is unacceptable to Customer, then Customer may terminate the applicable Services under Section 8.3 (Termination for Cause).

7.2.  Payment Terms. Customer will pay the Subscription Fee for Services to M1 Software 30 days after the start of the Initial Term and annually or monthly thereafter, as applicable, within 60 days of the date of the invoice. A renewal invoice will be issued to Customer before the commencement of the Initial Term or Renewal Term. If Customer elects to pay M1 Software with a credit card then customer authorizes M1 Software to charge the credit card for all Subscription Fees during the Subscription Term. If Customer purchased the Services through an Authorized Reseller, then Customer will pay the Subscription Fee to the Authorize Reseller as agreed between Customer and the Authorized Reseller. All Fees are quoted in United States Dollars and are non-refundable except as otherwise specifically outlined in the Agreement.

7.3.  Professional Services Fees. Unless otherwise set forth on an Order and as applicable, Customer will pay the Professional Services Fees set forth on the Order within thirty (30) days of the invoice date. If Customer requests M1 Software to provide Professional Services at Customer’s location or any other location other than M1 Software's offices or training location, Customer will reimburse M1 Software for all reasonable travel and out-of-pocket expenses incurred by M1 Software. M1 Software may charge additional amounts for data storage that exceeds the then-current maximum capacity if any is available for the given Services.

7.4.  Taxes. Unless otherwise stated, M1 Software's fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added goods and services harmonized use or withholding taxes (collectively “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder excluding taxes based on M1 Software's net income or property. If M1 Software has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides M1 Software with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.5.  Serial Numbers. Upon full payment, M1 Software will issue Customer a Serial Number that is valid for the Subscription Term as stated on the Order. At commencement of each new Subscription Term, the Serial Number will expire, and access to the Service will be suspended until full payment is received and a new Serial Number is issued. At the discretion of M1 Software Customer may receive a temporary Serial Number for the Subscription Service until payment is received in full. Such Serial Number will be valid for fourteen (14) days. Additional Fees may incur.

7.6.  Overdue Payments. If M1 Software does not receive any undisputed invoiced amount by the due date, M1 Software reserves the right to take the following actions: (a) charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) condition future Subscription renewals and Orders on payment terms shorter than those specified in Section 7.2 (Payment Terms), and (c) require Customer to pay any collections or legal fees or costs incurred by M1 Software in order to collect payment of the corresponding undisputed invoiced amount.

7.7.  Audit. Upon M1 Software's request, Customer shall certify in signed writing that it and all its Authorized Users’ use of the Services is in full compliance with the terms of the Agreement. M1 Software or its authorized representative may, upon ten (10) days prior notice, inspect and audit Customer’s records and use of the Services to confirm its compliance with the Agreement (including the identities of all Authorized Users). All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with Customer’s business activities. Customer is responsible for such audit costs only in the event the audit reveals that Customer’s use is in violation of the Agreement, including underpayment of Fees.

8.1.  Agreement & Term. The Agreement begins on the Effective Date and unless earlier terminated pursuant to sections 8.3 (Termination for Cause) and 8.4 (Termination or Suspension by M1 Software) of the Agreement, will continue in effect until the date that is six months after all Subscription Services have expired or been terminated.

8.2.  Subscription Term. The “Initial Term” of a Subscription Service will be for 13 months beginning on the date Customer subscribes to the Subscription Service (“Subscription Start Date”), unless otherwise specified in the Order. At the end of the Initial Term, the Subscription Service will automatically renew for successive one-year (twelve month) periods (each a “Renewal Term”) until one Party gives notice of termination or non-renewal to the other Party at least 30 days before the beginning of the next Renewal Term. This Agreement collectively refers to the Initial Term and all Renewal Terms as the “Subscription Term.”

8.3.  Termination for Cause. Either party may terminate the Agreement with immediate effect in whole or in part by giving the other party prior written notice if the other party: (i) commits a material breach of any of its obligations under the Agreement which breach is not cured within thirty (30) days following receipt of written notice or the parties agree cannot be cured within thirty (30) days; (ii) becomes insolvent or is generally unable to pay or fails to pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject voluntarily or involuntarily to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; (v) applies for or has appointed a receiver trustee custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vi) has wound up or liquidated its business voluntarily or otherwise.

8.4.  Termination or Suspension by M1 Software. M1 Software may terminate the Services upon Customer’s failure to make any payments due hereunder and not disputed in good faith within five (5) business days following Customer’s receipt of written notice regarding such failure to pay. In the event that M1 Software reasonably suspects Customer or an Authorized User is in breach of Section 4.4. (Restrictions) or any applicable laws, rules, or regulations, M1 Software may immediately terminate or suspend Customer’s or such Authorized User’s access to the Services without advanced notice in addition to any other remedies as M1 Software may have.

8.5.  Effect of Termination.

8.6.  Data Access Post-Termination. Upon termination of this Agreement, Customer will have 30 days to download their data using the Service’s inherent functionality. After this period, all Customer data will be deleted from M1 Software’s active systems, except for one copy retained solely for archival and legal compliance purposes.

8.7.  Use of Anonymized Data. M1 Software reserves the right to retain and use anonymized and aggregated data derived from Customer Data for the purposes of improving and developing its products and services, including but not limited to:

• Fine-tuning and enhancing machine learning models, including large language models (LLMs), to detect maintenance workflow patterns.
• Conducting predictive maintenance analysis to offer advanced insights and recommendations to customers.

8.8.  Confidentiality and Security. M1 Software will implement and maintain appropriate technical and organizational measures to ensure the security and confidentiality of the anonymized data in accordance with industry standards and applicable data protection laws.

8.9.  Customer Consent. By using the Services, Customer consents to the collection, retention, and use of anonymized data as described in this section. If the Customer does not wish for their data to be used in this manner, they must notify M1 Software in writing, and M1 Software will ensure that Customer’s data is excluded from such use.

8.10.  Surviving Provisions. Upon termination or expiration of this Agreement, any terms that by their nature should continue to apply will survive, including but not limited to Sections 1 (Definitions), 4.4 (Restrictions), 5 (Customer Data, Privacy, and Data Security), 7 (Fees and Payment), 8.5 (Effect of Termination), 8.10 (Surviving Provisions), 9 (Proprietary Rights), 10 (Confidentiality), 11.4 (Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), 14 (General Provisions), as well as any other provisions that may be reasonably interpreted as surviving termination or expiration of the Agreement.

9.1.  Customer IP. As between Customer and M1 Software, Customer owns all right title and interest in and to: (i) the Customer Data and Customer’s Marks; (ii) Customer’s Confidential Information; (iii) the Reports (excluding the M1 Software IP as defined below); and (iv) all Intellectual Property Rights in the foregoing (collectively the “Customer IP”). Except as expressly outlined in the Agreement, no license or other rights to any of the Customer IP are granted to M1 Software, and all such rights are hereby expressly reserved.

9.2.  M1 Software IP. M1 Software owns all right title and interest in and to: (i) the Services, the Documentation, and M1 Software's Marks and any and all enhancements, improvements, developments, derivative works or other modifications (including any changes which incorporate any of Customer’s ideas feedback or suggestions) made or related to the Services or the Documentation; (ii) the Usage Data; (iii) M1 Software's Confidential Information; and (iv) all Intellectual Property Rights in the foregoing (collectively the “M1 Software IP”). Except as expressly outlined in the Agreement, no license or other rights to any of the M1 Software IP are granted to Customer, and all such rights are hereby expressly reserved.

9.3.  Suggestions and Feedback. M1 Software welcomes feedback, suggestions, and ideas for improving the Services. If the Customer or any Authorized Users provide M1 Software with feedback or suggestions regarding the Services ("Feedback"), M1 Software may use such Feedback without any obligation to the Customer. However, this does not transfer ownership of the Customer's Intellectual Property Rights in the Feedback. Customer retains all intellectual property rights in any such Feedback, except that Customer grants M1 Software a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, distribute, and commercialize the Feedback as part of the Services or in connection with any other products or services. This license allows M1 Software to improve and enhance its offerings while respecting the customer's Intellectual Property Rights, ensuring a balanced and fair approach to handling Feedback.

10.1.  Confidential Information. As used herein, “Confidential Information” means all non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether orally or in writing that is designated as “Confidential” “Proprietary” or the like and/or information that the Receiving Party should reasonably understand as being confidential or proprietary to the Disclosing Party given the nature of the information and the circumstances of the disclosure including without limitation the Agreement and the terms outlined in the Order (which will be deemed Confidential Information of both Parties) business and marketing plans financial information technology and technical information designs and business processes. Confidential Information will not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was in the rightful possession or known by the Receiving Party before receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party.

10.2.  Protection. Each party will not disclose the other party’s Confidential Information or use the other party’s Confidential information for any purpose other than to perform its obligations or exercise its rights under the Agreement and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, Affiliates, and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 (Confidentiality) and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10 (Confidentiality).

10.3.  Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure.

10.4.  Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 10 (Confidentiality) the Disclosing Party will have the right, in addition to any other remedies available to it to seek injunctive relief to enjoin such acts it being specifically acknowledged by the parties that any other available remedies are inadequate.

11.1.  Mutual Warranties. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) it has full right power and authority to enter into and perform its obligations under the Agreement; (iii) the Agreement when executed and delivered will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms; and (iv) the performance of its obligations under the Agreement will not violate any applicable law rule or regulation including those related to data privacy.

11.2.  By Customer. Customer represents and warrants that its use of the Services, including the Customer Data provided in connection with the Services, will not violate any applicable law, rule, or regulation infringe any third party’s intellectual property privacy or publicity right, or cause a breach of any agreement with any third party.

11.3.  By M1 Software. M1 Software represents and warrants that the Services and Professional Services as applicable will be provided in all material respects in accordance with the Documentation and otherwise be performed in a manner consistent with generally accepted industry standards. Customer’s sole remedy and M1 Software's sole obligation for any such failure will be for M1 Software to use commercially reasonable efforts to correct such non-compliance provided that in the event such non-compliance cannot be corrected within thirty (30) days Customer may terminate the Agreement and receive a prorated refund for any prepaid unused Fees.

11.4.  Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11 (WARRANTEES & DISCLAIMERS) M1 SOFTWARE MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES, AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES, AND/OR CONDITIONS OF MERCHANTABILITY MERCHANTABLE QUALITY DURABILITY, TITLE NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. M1 SOFTWARE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME. FURTHER, M1 SOFTWARE SHALL NOT BE RESPONSIBLE FOR ANY LIMITATIONS, DELAYS AND ANY OTHER PROBLEM INHERENT IN THE USE OF THE INTERNET AND/OR ELECTRONIC COMMUNICATIONS.

12.1.  By M1 Software. Subject to the other provisions of this Section 12 (Indemnification), M1 Software will defend, indemnify and hold Customer and its officers, directors, consultants, employees, successors, and assigns (“Customer Indemnitees”) harmless against any and all losses, damages, liabilities, and costs including reasonable attorneys’ fees (“Damages”) incurred by Customer Indemnitees arising out of or relating to any third-party claim suit action or proceeding (“Claims”) that allege: (i) M1 Software's breach of its confidentiality obligations (Section 10 - Confidentiality) or its warranties (Section 11.1 - Mutual Warranties); and (ii) Customer’s use of the Services in compliance with the Agreement infringes any third party’s Intellectual Property Right (an “IP Claim”). The foregoing obligation does not apply to any IP Claim to the extent arising out of or relating to: (a) modifications to the Services not made or authorized by M1 Software; (b) materials supplied by or on behalf of Customer, including without limitation the Customer Data; (c) combination of the Services with products or services including any Third-Party Services and Hardware; (d) designs or instructions provided by Customer to M1 Software; (e) Customer’s continued use of the allegedly infringing material after being notified of modifications that would have avoided such alleged infringement; or (f) Customer’s use of the Services not strictly in accordance with the Agreement.

12.2.  Infringement Remedies. If M1 Software determines that the Services may be infringing third-party’s Intellectual Property Rights, M1 Software may at its option and expense: (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license to continue using the Services; or (iii) if neither of the foregoing is commercially practicable terminate the Agreement and Customer’s rights hereunder and provide Customer a prorated refund for any prepaid unused Fees.

THE REMEDIES OUTLINED IN SECTION 12.2 (INFRINGEMENT REMEDIES) ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND M1 SOFTWARE'S SOLE AND EXCLUSIVE LIABILITY IN RELATION TO AN IP CLAIM.

12.3.  By Customer. Customer will defend, indemnify, and hold M1 Software and its officers, directors, consultants, employees, successors, and assigns (“M1 Software Indemnitees”) harmless against any and all Damages arising out of or relating to a Claim that: (i) alleges Customer’s breach of any of its representations warranties or obligations outlined in Section 6 (Customer Responsibilities), 10 (Confidentiality), or 11 (Warranties & Disclaimers), of the Agreement; and/or (ii) relates to the Customer Data as used by M1 Software in accordance with the Agreement.

12.4.  Procedure. Each indemnifying party’s obligations are contingent upon: (i) the indemnitee providing the indemnifying party with prompt written notice of the Claim (only if failure to provide such notice materially prejudices the indemnifying party); (ii) the indemnifying party having the right to defend the Claim with counsel of its choosing; (iii) the indemnifying party having the right in its sole discretion to settle the Claim so long as such settlement does not impose any monetary or material non-monetary obligations on the indemnitee (other than indemnitee no longer using the Services as the case may be) and provided that the indemnitee will be included in any release language as part of any such settlement; and (iv) the indemnitee providing (at the indemnifying party’s expense) such assistance and information as the indemnifying party may reasonably require to investigate defend or settle the Claim.

13.1.  Consequential Damages Exclusion. EXCEPT FOR: (I) A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 10 - CONFIDENTIALITY); (II) EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS (SECTION 12 - INDEMNIFICATION); OR (III) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE (THE “EXCLUSIONS”) NEITHER PARTY MAY BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE LOSS OF USE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2.  Limitation of Liability. EXCEPT FOR THE EXCLUSIONS STATED IN SECTION 13.1 (CONSEQUENTIAL DAMAGES EXCLUSION), M1 SOFTWARE'S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF THE FEES PAID BY CUSTOMER TO M1 SOFTWARE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. M1 SOFTWARE'S TOTAL LIABILITY WITH RESPECT TO AN IP CLAIM UNDER SECTION 12.1 (BY M1 SOFTWARE), WILL NOT EXCEED THE GREATER OF (1) TWO MILLION DOLLARS ($2,000,000) OR (2) TWO TIMES THE TOTAL FEES PAID BY CUSTOMER TO M1 SOFTWARE IN THE PRIOR TWELVE (12) MONTH PERIOD.

13.3.  Data Breach and Software Failures. In the event of a data breach or Software failure that results in unauthorized access to or loss of Customer Data, M1 Software's liability will be limited to the total amount of Fees paid by Customer in the twelve (12) months immediately preceding the event. This limitation applies to all claims, including but not limited to claims related to data breaches, software failures, and any resulting damages.

14.1.  Dispute Resolution. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Louisville, Kentucky, USA, and the language of the arbitration shall be English. The decision of the arbitrator shall be final and binding upon the parties.

14.2.  Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, USA, without regard to its conflict of law principles. No choice of laws or rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement and all other documents relating to this Agreement, including notices, be drawn up in English only.

14.3.  Relationship. M1 Software and Customer are independent contractors, and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between M1 Software and Customer. Neither party has any right or authority to assume or create any obligations of any kind, make any representation or warranty on behalf of the other party, whether express or implied, or bind the other party in any respect whatsoever. Unless expressly stated therein, the Agreement does not confer any benefits on any third party.

14.4.  Force Majeure. Except for Customer’s payment obligations, neither party will be liable for failure to perform or delay in performing any obligation under the Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, epidemic or pandemic, damage, destruction, power outage, telephone outage, internet access provider failure, or any other similar cause beyond its control.

14.5.  Assignment. Neither party may assign or delegate its rights, duties, and obligations under the Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign the Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under the Agreement; provided that in the event Customer assigns the Agreement to a competitor of M1 Software (as reasonably determined by M1 Software), M1 Software may immediately terminate the Agreement. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.6.  Notices. Any notice required or permitted by the Agreement will be in writing and will be sent by facsimile, email, courier, or personal delivery, if to Customer, then at the address provided on the Order, and if to M1 Software, then at PO Box 221233, Louisville, Kentucky 40252, with Attention to Legal Department, or at such other address for which such party gives notice hereunder. Notice is effective upon receipt. Notwithstanding the foregoing, Customer consents to receive electronic communications that may be sent by M1 Software (including through the Services, such as posting on Customer’s account), and any such communication will constitute notice under this Section 14.6 (Notices).

14.7.  Entire Agreement. The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. With the exception of an Order, any purchase order, written terms or conditions, or other document that Customer sends to M1 Software (whether prior to or after execution of the Agreement) that contains terms that are different from, in conflict with, or in addition to the terms of the Agreement are hereby rejected and will be void and of no effect.

14.8.  No Waiver. The Agreement may not be altered, amended, or modified in any way except in writing, signed by both Parties. The failure of a Party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

14.9.  Severability. If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in full force and effect.