AlignOps Master Subscription Agreement

Master Subscription Agreement
General Terms and Conditions

1. Overview

AlignOps, which does business under the name AlignOps, is a Colorado limited liability company (that we refer to as "AlignOps" or "we" or "us" or "our," as the context requires). AlignOps is in the business of providing the AlignOps platform, which currently consists of two separate service offerings, including: (1) a cloud-based, intuitive, centralized database system that enables the management of tools, equipment, inventories, operations and logistics coordination for all warehouse and field operation assets of organizations typically in construction, contracting and related industries (which we call AlignOps Enterprise, and (2) a "software as a service" (SaaS) offering that allows subscribers to develop and manage safety processes for their business or other needs (which we refer to as the "Safety Reports Service", which, collectively with AlignOps Enterprise, we refer to as the "Services".).

We are publishing these General Terms and Conditions ("T & C’s") on our website to state the general terms and conditions that will govern the legal relationship between us and any person, firm or entity (which we refer to as a "Subscriber" or "you") that with our permission, subscribes for or uses either or both of the Services.

At the time you sign up for any of our Services, you will be accepting these T & C's as the basic terms under which you agree to use the Service. You may also be asked to sign a separate, written Order Agreement that we will also sign, which states additional terms that apply to your subscription to the selected Service. These T & C’s and any related Order Agreement(s) that may now or later be entered into between us, evidence the terms with respect to your use of the Service(s) for which you are subscribing. We hereafter refer to this agreement (including these T & C’s and any applicable Order Agreement) as the "Master Subscription Agreement," the "MSA" or the "Agreement."

A "Subscriber" may include other persons, firms or entities that are affiliated with the named Subscriber (a "Subscriber Affiliate") if that Subscriber Affiliate is identified to us by the original Subscriber in the Order Agreement or by other means, and we agree in writing to allow such Subscriber Affiliate to use the Service under the MSA entered into by the Subscriber, with any changes or amendments to the original MSA as are agreed upon by the Parties in writing. Reference to the "Subscriber" or "you" in these T & C’s includes, to the extent applicable, any permitted Subscriber Affiliate(s).

When you sign up for a Service we will provide you with access to that Service, including a smart client interface and data encryption, access and storage, and by signing the MSA and an Order Agreement, or by using the Service with our permission through an Application, you are agreeing to abide by the MSA, including these T & C’s as modified by any applicable Order Agreement.

AlignOps and the Subscriber are sometimes referred to in these T & C’s individually as a "Party" and collectively as the "Parties," and collectively, as the context indicates, as "us" or "we."

2. Definitions

As used in this MSA, the following terms have the meanings set forth below. Other defined terms have the meanings stated elsewhere in these T & C’s or in any related Order Agreement(s). Any conflict between a definition appearing in these T & C’s and a meaning ascribed to such term in a related Order Agreement(s) shall be resolved by reference to the Order Agreement(s).

"Administrator(s)"means that User or those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Service.
"Affiliate" shall have the meaning set forth in Section 20 of these T & C’s.
Agreement" or "Master Subscription Agreement" or MSA means these T & C’s and each Order Agreement and any Addendum or written amendment entered into between us, as the same may be amended in writing from time to time as permitted under this MSA. All such documents shall be read together and consistently to reflect the terms of the agreement between the Parties. In interpreting the agreement of the Parties, a later executed document shall supersede an earlier executed document to the extent that it modifies or amends it or is inconsistent with the earlier executed document.
"Application" means a computer application that a Subscriber downloads either directly from us or through an Application source such as the Apple App Store or Google Play Store, through which a Service is made available to the Subscriber.
"Assets" or "Licensed Assets" mean the tools, equipment, materials and consumables or other assets entered into, tracked, and monitored by the AlignOps Technology as a component of a Service. For purposes of determining applicable fees for a Service that provides Asset tracking or monitoring, the number of Licensed Assets means the number of uniquely identified (using an individual SKU) tools, assets, items or other equipment or group of quantity tools or materials, identified as a group with a unique SKU (e.g., a specific power tool with a unique SKU counts as one asset, fifty of the same screwdriver with one SKU for all fifty [quantity tools] is counted as one asset).
"Confidential Information" means all Customer Data and other information, data or documents of a Party (including physical or digital forms of such information, data or documents) that is confidential, proprietary or sensitive in nature, including, but not limited to, all items embodying Intellectual Property Rights, Content, checklists, computer programs, computer code (including object and source code), algorithms, know-how, formulas, forms, processes, ideas, inventions (whether patentable or not), schematics, forms or other technical, business, financial documents or product development plans, forecasts, strategies and/or information that is marked as proprietary or confidential or that is identified as confidential at the time of disclosure if disclosed verbally, or which the receiving party should reasonably understand is proprietary or confidential. In addition to the foregoing, Confidential Information includes, but is not limited to third party software, if any, that may be provided to you under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information does not include information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to Confidential Information; or (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is
signed by a duly authorized officer of such disclosing Party.
"Content" means the audio and visual information, checklists, documents, software, products and services contained or made available to you by us while using a Service.
"Control" and "Change of Control" means the following: "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. "Change of Control" with respect to a person means any of the following: (a) the sale of all or substantially all the assets of the person; (b) any merger, consolidation or acquisition of a person or any person who Controls a person, with, by or into another corporation, entity or person; or (c) any change in the ownership of more than fifty percent (50%) of the voting capital stock of a person or any person who Controls a person in one or more related transactions. For purposes of this paragraph, the term "person" refers to an individual or corporation, partnership, trust, association, or other organization.
"Customer Data" means any data, information or material provided or submitted by you to a Service while using that Service.
"Effective Date" means the latest date indicated next to the signature of either you or us on the initial Order Agreement once it has been signed by both of us, or the date you begin using a Service with our permission in the event no Order Agreement is entered into in connection with your using that Service.
"Force Majeure Event" shall have the meaning set forth in Section24 of these T & C’s.
"Initial Term" means the initial period during which you are obligated to pay for the Service under the initial Order Agreement or the initial billing period as provided for in an Application pursuant to which a Subscriber accesses a Service.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
"Law" means any law, statute, regulation, order or rule of any government, governmental agency, court, arbitration panel or tribunal that has jurisdiction over and is therefore applicable to the Parties to this Agreement.
"License Term(s)" or "Renewal Term(s)" or "Term(s)" means the period(s) during which the Subscriber’s authorized Users are licensed to use the Service pursuant to an Order Agreement(s) as then in effect and as modified from time to time, or with our permission if no Order Agreement is entered into in connection with your use of a Service.
"Licensed Assets" has the meaning set included in the definition of "Assets" above.
"Non-U.S. Customers" shall have the meaning set forth in Section 15 of these T & C’s.
"Order Agreement(s)" means the form evidencing the initial subscription for a Service and any subsequent Order Agreements submitted online or in written form, specifying, among other things, the number of Licensed Assets or Licensed Seats, as applicable to the Service being subscribed for, as well as any other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the Parties, with each such Order Agreement to be incorporated into and to become a part of the MSA covering the Service identified in the applicable Order Agreement.
"Renewal Term" shall have the meaning set forth in Section 15 of these T & C’s.
"Scheduled Maintenance Window" shall have the meaning set forth in Section 9 of these T & C’s.
"Service" means the specific edition (i.e., Pro, Enterprise, Safety Reports, etc.) of our software applications, data analysis, or other enterprise resource planning (ERP) services identified during the ordering process, developed, operated, and maintained by us, and accessible via http://cloud.aligntech.co or another designated web site or IP address, or ancillary online or offline products and services provided to you by us, to which you are being granted access under this MSA and an Order Agreement, if any, including the applicable AlignOps Technology and Content. Reference to "a Service" or "the Service" in this Agreement refers to those service(s) offering(s) subscribed for by the Subscriber as identified on all related Order Agreements or to which you are granted access with our permission if no Order Agreement is entered into between us.
"Subscriber" means the customer that signs this Agreement or who is granted access to a Service with our permission if an Order Agreement is not entered into between us, and includes for purposes of all representations, warranties and agreements hereunder, all Users designated by such Subscriber and/or any Subscriber Affiliate who become entitled to access the Service under this Agreement. Subscriber and any Affiliate Subscriber are also referred to in these T & C’s as "you."
"Term" means the entire time period during which you utilize a Service with our permission and includes the Initial Term and any Renewal Terms.
"AlignOps" means collectively AlignOps d/b/a AlignOps, a Colorado limited liability company with its principal place of business at 40 Inverness Pkwy, Suite 250, Englewood, CO 80112. AlignOps is also referred to in these T & C’s as "we" and "us."
"AlignOps Technology" means all of AlignOps proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), including that made available to you by us in providing the Service, and including any of our Intellectual Property Rights therein.
"U.S. Customers" shall have the meaning set forth in Section 15 of these T & C’s.
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by us at your request).
“Hardware” refers to physical devices provided by AlignOps to the Subscriber.

3. Privacy & Security Disclosure

Our privacy and security policies that apply to the relationship between us while you use a Service may be viewed at http://alignops.co/privacy and which, as amended from time to time, are hereby incorporated herein and are a part of this Agreement.

We reserve the right to modify our privacy and security policies in our reasonable discretion from time to time by posting changes to those policies on our website. Changes to our privacy and security policies that are posted to our Website will become effective as of the time of posting.

Individual Users, when they initially log in to access a Service, will be asked whether they wish to receive marketing and other non-critical Service-related communications from us from time to time. Each User may opt out of receiving such communications at that time or at any subsequent time by changing their preference under the Personal Setup page within the website through which the Service is accessed by Users. Because each Service is a hosted, online application, we may occasionally need to notify all Users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service, and by entering into this Agreement, you are consenting on behalf of all Users to receive notifications of this sort and delivery of these notifications shall not be deemed a violation of any opt-out election made by a User.

4. License Grant & Restrictions

Once we accept you as a Subscriber either under an accepted Order Agreement and you make payment for the Service in accordance with that Order Agreement, or we allow you to access a Service by way of an Application, you are granted a non-exclusive, non-transferable, worldwide license under which you have the right to use the Service described in the applicable Order Agreement or the Application for the Licensed Term stated in the relevant Order Agreement or Application, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you under this license are reserved by us and our licensors.

You may not allow access to the Service to an employee, representative, consultant, contractor or agent of/to a direct competitor of ours, except with our prior written consent. For these purposes, a "direct competitor" of AlignOps includes, but is not limited to, any person, firm, company or other organization that offers or is proposing to offer a service that would or could compete with or replace the Service, whether the competing service is offered with or without charge by the provider. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.

Except as specifically approved by us in writing in advance, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product based on, incorporating or using similar ideas, features, functions or graphics as those of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

viruses, worms, Trojan horses, tracking software or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Certain versions of the Service may offer integration capabilities via an application programming interface (API). We reserve the right to limit the rate of calls to the API, and the total number of API calls in each period to a rate and number that we deem commercially reasonable. You may purchase additional API access if your rates and numbers consistently exceed what we deem commercially reasonable, and we will notify you if this becomes an issue that requires you to purchase additional access rights to the API.

Your Responsibilities

You shall maintain the confidentiality of all of our Confidential Information during the Term of this Agreement and for a period of two (2) years after this Agreement has terminated, using such means as would a prudent person protecting the confidentiality of sensitive, valuable information that is critical to that person's business and commercial interests, including limiting access to our Confidential Information to only those people as are necessary to carry on your business. You must notify us in writing as soon as possible if you suspect any breach of confidentiality with respect to the Confidential Information you are required to protect, providing us as much detail as possible concerning the breach of this requirement. Upon termination of this Agreement for any reason, you shall either return our Confidential Information to us, or at our option and instruction, destroy the originals and all copies of our Confidential Information that is in your possession or under your control, certifying to us in writing that this has been done, including the dates when such destruction has been completed.

You are responsible for all activity occurring under your User accounts and shall abide by, and require all Users to abide by, this Agreement (including the terms of any applicable Order Agreement) and all applicable local, state, national and foreign Laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You must: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by any of your Users; (iii) not impersonate another AlignOps user or provide false identity information to gain access to or use the Service; and (iv) refrain from introducing data or computer code into the systems used to operate or provide the Service that contains any viruses, worms, Trojan horses, tracking software, files, scripts, agents or programs containing any harmful or illegal components. These obligations apply to all Users that you authorize to access the Service, or any other person who accesses the Service under any User password issued to you or any of your Users. You must take reasonable steps to assure that all Users you authorize to access the Service are aware of your obligations under this Agreement, and you are liable for any breaches of this Agreement by any User accessing the Service under your subscription or the rights granted to you under this Agreement.

Should your Agreement with AlignOps include Hardware, you are responsible for notifying AlignOps of any Hardware failures, with Hardware experiencing a manufacturing defect being replaced free of charge during the first twelve (12) months of the initial Agreement. Hardware defects caused by Subscriber negligence is not covered by AlignOps. That hardware must be replaced by the Subscriber through a purchase from AlignOps.

Account Information and Data

We do not own any Customer Data and shall treat all Customer Data as Confidential Information. You, however, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership and rights to use all Customer Data, and we are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data caused by you or any of your Users.

By entering into this Agreement, you are granting us a perpetual, royalty-free, transferable license to (i) collect, process, store, and summarize Customer Data, including manipulating such data in any manner we deem appropriate (provided that such data does not remain specifically identifiable to you or any other subscriber or user). We shall not provide, disclose or sell any Customer Data that is identifiable to any subscriber (including you) to any third-party without the prior written consent of that subscriber.

Segregation of Customer Data

Notwithstanding any other provision of this Agreement, we promise that we will maintain all Customer Data in a secure and logically separate manner (i.e., identified as Customer Data that is specific only to you as the Subscriber) from our data or the data of our other customers and subscribers. We shall maintain the confidentiality of all of our Customer Data and other Confidential Information during the Term of this Agreement and for a period of two (2) years after this Agreement has terminated, using such means as would a prudent person protecting the confidentiality of sensitive, valuable information that is critical to that person's business and commercial interests, including limiting access to your Confidential Information to only those people as are necessary to carry on our business. We shall notify you in writing as soon as possible if we suspect any breach of confidentiality with respect to the Confidential Information we are required to protect, providing you with as much detail as possible concerning the breach of this requirement. Upon termination of this Agreement for any reason, we shall either return your Confidential Information to us, or at our option and instruction, destroy the originals and all copies of our Confidential Information that is in our possession or under our control, certifying to you in writing that this has been done, including the dates when such destruction has been completed. We are not, however obligated to retain any of your Customer Data or other Confidential Information for any specified period of time following termination of this Agreement unless we are required to do so by another provision of this Agreement.

Data Privacy

In order to comply with Regulation (EU) 2016/679, General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA – Canada), and any other similar data privacy or protection laws and regulations as may become effective from time to time (collectively referred to as "Data Protection Laws"), the Parties agree to the following: 1) In the event that we receive or have access to personal data of yours, your employees, contractors or any third parties that is subject to Data Protection Laws ("Personal Data") during the course of providing Services to you, we will not use or process the Personal Data for any purpose other than those purposes designated in this Agreement and any related agreements or on written instructions you deliver to us outside this Agreement; 2) each Party undertakes to comply with all Data Protection Laws applicable to it and will not knowingly cause the other Party to breach any Data Protection Laws; 3) we will implement all appropriate organizational and technical security measures in order to ensure a level of security appropriate to the risks that are presented by the processing of any Personal Data and to protect the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transmitted, stored or otherwise

processed by us; and 4) in case of a data breach which may affect Personal Data, we will notify you as soon as reasonably practicable upon becoming aware of such breach.

Scheduled Maintenance Windows

We reserve the right to perform regular maintenance and upgrade tasks during scheduled maintenance windows. (a "Scheduled Maintenance Window"). Normal Scheduled Maintenance Windows do not usually affect availability of the Service, however in some circumstances the Service may not be available, and in such case, we will notify you in advance (in accordance with Section 27 of this Agreement, which may include posting of such notice on our website or on the interface by which you and your Users accesses the Service), and the Service will not be considered unavailable during such Scheduled Maintenance Window for purposes of our obligations under this Agreement.

Unplanned Service Interruptions

In the event of an unplanned event that impacts the availability or performance of a Service, we will use commercially reasonable efforts to restore the Service to operability as quickly as possible. Should any unplanned interruption of service be expected to be of significant duration, we will notify Users of the event and anticipated resolution time, including periodic updates as are reasonable and appropriate.

Intellectual Property Ownership

We alone (and/or our licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the AlignOps Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to a Service. You and your Users hereby convey and transfer to us all rights in and to such suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your Users relating to the Service in consideration of the rights granted to you in this Agreement. This Agreement is not a sale of any AlignOps Technology, Content or Intellectual Property Rights and does not convey any rights of ownership in or related to the Service, the AlignOps Technology or our Intellectual Property Rights or those of any AlignOps licensor, to you.

The AlignOps name, the AlignOps logo, and the product names associated with the Services are our trademarks. You hereby grant to us the express right to use your company logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as a AlignOps customer. We hereby grant to you the express right to use the AlignOps name and logos solely to identify us as a provider of services to you. Other than as expressly stated in this Agreement, neither of us may use the other Party's marks, codes, drawings or specifications or any other intellectual property without the prior written permission of the other Party.

Third-Party Interactions

During use of a Service, you may engage in correspondence with, purchase goods and/or services from, or participate in promotions of third-party advertisers or sponsors showing their goods and/or services through the Service. All activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party. We and our licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through the Service and provide these links to you only as a matter of convenience, and in no event shall we or our licensors be responsible for any content, products, or other materials on or available from such sites. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require you to agree to additional or different license or other terms prior to your use of or access to such software, hardware or services, and you are solely responsible for compliance with the terms thereof, and for any consequences to you or anyone using the Service under this Agreement resulting from such use. We advise you that we may receive a nominal commission from a third party linked through our website if you purchase goods or services from that third party.

Charges and Payment of Fees; Addition of Assets, License Seats and/or Services

We employ different fee models for the Services we offer. Fees are based on: (1) the number of Licensed Assets we manage for you and the tier/level of Service subscribed for in the AlignOps Enterprise Service, or (2) the number of Licensed Seats and tier/level of Service subscribed for in the AlignOps Safety Reports Service.

We will work with your Administrator(s) to determine service levels along with the number of Licensed Assets managed or Licensed Seats needed, which will determine the license fees for the License Term. The applicable fees, charges and billing terms will be set forth in the related Order Agreement(s) or when you download an Application in the situation where no Order Agreement is entered into between us. You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made no less than annually consistent with the Initial Term, or as otherwise mutually agreed upon in an Order Agreement or when signing up for a Service through that is provided as an Application. All payment obligations are non-cancelable, and all amounts paid are nonrefundable so long as we continue to provide the Service to you in accordance with the terms of this Agreement. You are responsible for paying the fees stated in an applicable Order Agreement for the entire License Term stated in the Order Agreement or such period as agreed upon between us when you sign up for a Service by downloading an Application, whether you fully use the capacity ordered or not. You must provide us with valid credit card, check, or a purchase order approved by us as a condition to signing up for and accessing a Service unless we permit you to use a Service (or some limited trial portion thereof) for no charge during for a limited period of time.

services in excess of those described in the Order Agreement(s) or for asset or seat levels exceeding those stated in the Order Agreement(s) or as allowed by the level of Service for which you subscribed in an Application. In such case, we will provide you with not less than 30 days written notice that we intend to increase fees, and we will allow you to cure the excess(es) prior to the end of the 30 days in order to avoid the price increase. All pricing terms are Confidential Information, and you agree not to disclose them to any third party, except as required by applicable Law.

Excess Data Storage Fees

We reserve the right to establish or modify our general practices and limits relating to storage of Customer Data. In the event there is to be an increase in the price of stored data, we will notify you no less than 30 days in advance of the effective date of the price change. We will also provide you with advance written notice if your storage of Customer Data is coming close to reaching our data storage limits for the service level and asset or seat numbers stated in your Order Agreement, and we will provide you with an opportunity to modify your Customer Data storage practices prior to charging you for any additional Customer Data storage.

Billing and Renewal

We charge and collect all amounts due for use of a Service in advance.

At the end of the License Term as specified in an applicable Order Agreement, unless we have previously notified you in writing of our decision to terminate this Agreement at the end of the then current License Term, which we are free to do in our discretion on notice provided no less than sixty (60) days prior to the renewal date, we will automatically renew and bill your credit card (if you have authorized that method of payment) or issue an invoice to you, unless you have provided us with a written request to cancel the renewal at least sixty (60) days prior to the renewal date. The renewal License Term ("Renewal Term") will be extended for the same period as the expiring License Term or for one (1) year, whichever is greater, unless otherwise mutually agreed upon between the Parties. The fees for the Renewal Term will be equal to our then-current license fee for new subscribers for the Service at the level and for the total number of Licensed Assets we are managing for you, or total number of Licensed Seats you have under the renewing license at the time of the renewal, as applicable.

For those Subscribers who have subscribed to a Service by downloading an Application, we will generally be providing the Service on a monthly basis unless otherwise agreed upon between us, and will give you notice (which may be by publication on our website) of any change in the monthly rate for the Service. Your continuing use of the Service after a change of rate becomes effective shall constitute your consent to the new rate.

For those Subscribers that have a hardware component to their Service, that hardware will be deactivated at the end of the agreed upon contract term should the Subscriber choose not to renew the Service.

You will be responsible for any fees for other services we provide to you on an as-quoted basis. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be solely responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income; provided, however, that if you owe any taxes, levies, or duties required by Law, we may collect and pay them on your behalf, and you consent to our doing so.

change to it. If you provide us with contact information for you or any User that is false or fraudulent, we shall be entitled, without further notice or action on our part, to immediately terminate your access to the Service, in addition to any other remedies available to us under this Agreement or applicable Law.

Unless we in our discretion determine otherwise: (i) entities with headquarters and a majority of Users resident in the United States will be billed in U.S. dollars and shall be subject to U.S. payment terms and pricing ("U.S. Customers"); and (ii) all other entities will be billed in U.S. dollars, Euros or local currency (as we may agree upon) and shall be subject to either U.S. or non-U.S. payment terms and pricing at our discretion ("Non-U.S. Customers").

If you believe that an invoice we send to you is incorrect, you must contact us in writing within 60 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Any delay by you to so notify us beyond such 60-day period shall constitute your acceptance of such invoice and the correctness of the amounts stated thereon. Upon receipt of any written objection from you, we will promptly investigate the item in dispute and thereafter notify you promptly in writing of our disposition of the dispute.

Non-Payment and Suspension

In addition to any other rights granted to us herein, we reserve the right to suspend your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices are subject to interest charges of 1.5% per month on any outstanding balance, or the maximum permitted by Law, whichever is less. In addition, you will be responsible to pay us all expenses of collection, including attorney fees and costs we incur to collect the amount due. We will continue to charge you the current fee for licenses held by you during any period of suspension. If you or we initiate termination of this Agreement, you will be obligated to pay the balance due on your account, computed in accordance with the Charges and Payment of Fees section (Section 13) above. We may charge unpaid fees to your credit card (if you have authorized payment to be made that way) or bill you for unpaid fees, and you shall immediately pay them.

We reserve the right to impose a reconnection fee in the event your account has been suspended and you thereafter request to access the Service that was suspended. Any reconnection fee will not exceed the then current implementation fee we charge to new customers utilizing similar services as those you will be using upon reconnection.

Termination upon Expiration; Return of Customer Data

This Agreement commences on the Effective Date and continues until all subscriptions for licenses granted in accordance with this Agreement have expired or otherwise been terminated.

In the event this Agreement is terminated (other than by reason of your breach), we will make a file of your Customer Data available to you, in a non-proprietary format, within thirty (30) days of termination if you request it at the time of termination. You understand and agree that we have no obligation to retain your Customer Data and may delete it without retaining a copy 180 days after termination of this Agreement for any reason.

Termination for Cause

If you breach any of your payment obligations, allow unauthorized use of the AlignOps Technology or a Service or otherwise fail to comply with this Agreement, those acts will be deemed a breach of this Agreement if you have not cured such breach within ten (10) days of written notice of the breach provided to you in accordance with Section 27 of these T & C’s, if the breach is susceptible of cure.

Following any such breach that is not cured as described above or that is not susceptible to cure, we may, in our sole discretion, terminate all your passwords, accounts and your rights to use the Service. You agree and acknowledge that we have no obligation to retain your Customer Data, and that we may delete it (resulting in irretrievable loss of such Customer Data) if you have breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ninety (90) days of notice to you of such breach provided to you in accordance with Section 27 of these T & C’s.

You may terminate this Agreement for cause upon any material breach by us of our obligations under this Agreement, if we have not cured the breach within thirty (30) days of written notice of such breach provided by you in accordance with Section 27 of these T & C’s. Upon such termination, we will reimburse you for fees paid by you hereunder for the unused portion of the remaining License Term of this Agreement.

Representations & Warranties

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and that doing so will not cause the Party to breach or be in violation of any obligation or agreement to which the Party is bound.

We represent and warrant that as to those aspects of the Service which are under our sole and exclusive control (i) the Service will operate in a secure and timely manner, (ii) stored Customer Data will remain accurate and reliable, and (iii) material errors and/or defects in the Service will be corrected, all in a manner consistent with general industry standards reasonably applicable to the provision of similar services by companies similarly situated to us; and that the Service will perform substantially in accordance with our online help documentation, when used under normal circumstances.

You represent and warrant that: (i) you have not provided any false or misleading information to us in the process of entering into this Agreement, including information falsely identifying yourself or any person associated with you; (ii) you have not provided any false or misleading information to us to gain access to the Service; and (iii) that all information you have provided to us is correct and complete.

Mutual Indemnification

You shall indemnify and hold us, our licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, shareholders, employees, attorneys and agents (collectively "Affiliates") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third-party; (ii) a claim, which if true, would constitute a violation of your representations and warranties; or (iii) a claim arising from your breach of this Agreement. In any such case we will (a) give you prompt written notice of the claim; (b) give you sole control of the defense and settlement of the claim (provided that, you may not unilaterally settle any claim unless such settlement unconditionally releases us and our Affiliates of all liability to you and any third- party, and such settlement does not negatively affect our business, reputation or the Service); (c) provide you all reasonably available information and assistance; and (d) not compromise or settle such claim without your prior written consent. You will keep us reasonably apprised of the status of any claims for which we are entitled to indemnification under this Agreement.

by us of our representations or warranties; or (iii) a claim arising from our breach of this Agreement. In any such case, you will (a) promptly give us written notice of the claim; (b) give us sole control of the defense and settlement of the claim (provided that, we may not unilaterally settle any claim unless it unconditionally releases you and your Affiliates of all liability); (c) provide us with all reasonably available information and assistance; and (d) not compromise or settle such claim without our prior written consent. We shall have no indemnification obligation, and you shall indemnify us pursuant to this Agreement, for claims arising from any infringement arising solely from the combination of the Service with any of Subscriber’s Customer Data, products, service, hardware or business process(s).

DISCLAIMER OF WARRANTIES

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 19 HEREOF, WE AND OUR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT, AND DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 19 HEREOF OR ELSEWHERE IN THIS AGREEMENT, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ALIGNOPS AND ITS LICENSORS.

Internet Delays

The Services we are providing under this Agreement may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications in general. You understand and agree that we are not responsible for any delays, delivery failures, or other damage resulting from such problems.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF A SIMILAR TYPE OR KIND (INCLUDING DAMAGE FOR LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF

CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Force Majeure

Neither Party will be liable for any failure to perform any of its obligations under this Agreement, other than payment obligations, by reason of any matters beyond such Party's reasonable control, including, but not limited to, fire, explosions, earthquakes, storms, flood, wind, drought or other acts of God or the elements; acts, decrees, delays or failures to act by civil, military or other governmental authorities; riots, insurrections, terrorism, sabotage or war; court orders; strikes, lockouts, and labor disputes; destruction of, or damage or casualty, due to one or more of the reasons or the matters described above in this Section, to any third-party equipment, facilities or other property; or suspension, curtailment or other disruption of utilities (each, a "Force Majeure Event"); provided that the affected Party provides the other Party prompt written notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if the affected Party's performance is delayed for a period of more than sixty (60) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) terminate this Agreement; or (b) extend the current License Term (or, as applicable, any transition period) for a number of days equal to the duration of the affected Party's non-performance (at no additional cost to you if we are the affected Party), provided in each case described in subsections (a) or (b) that such written notice is received either during or within thirty (30) days of an occurrence of a Force Majeure Event that has not then continued, but eventually does continue for more than sixty (60) days.

Additional Rights under Law

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you if such exclusions or liability limitations are imposed under appliable Law.

Local Laws and Export Control

A Service may provide services and use software and technology that is subject to United States ("US") export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland, the United Kingdom ("UK") and the European Union ("EU"). You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland, the UK, the European Union or the country where you or any of your Users are located, maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the US Department of Treasury's List of Specially Designated Nationals or the US-. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that neither you nor any of your Users are a Designated National or are in, under the control of, or a national or resident of, an Embargoed Country. You further agree to comply strictly with all US, Swiss, UK and EU export control Laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

export regulations of the country where you or any of your Users are located, if other than in the US or the EU. You agree that you will comply with any such licensing requirements and that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported absent compliance with such licensing requirements.

We and our licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the, you are solely responsible for compliance with all applicable Laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss, UK or European Union (including European Union Member States) Law is strictly prohibited.

You may not use the Service or any Content, nor any information acquired by using the Service, for or in connection with, nuclear activities, chemical or biological weapons, or missile projects, unless you have obtained specific authorization in advance from the United States government for such purposes, and you acknowledge that it is your responsibility to obtain any required permissions for such activities.

Notices

With the exception of notice for breach (which must be given in accordance with clause (c) below) we may provide notice to you by (a) posting a general notice on the website through which the Service is accessed (which shall only apply to notices of a general nature applicable to all subscribers to the Service), (b) electronic mail to your e-mail address(es) on record in our account information records for you, or (c) by written communication sent by first class mail or pre-paid post or regularly scheduled courier service (i.e., FedEx, DHL, UPS, etc.) to your mailing address on record in our account information records for you. Such notice shall be deemed to have been given, as applicable, upon posting on the website (for notices posted on the website in accordance with clause (a) above), the passage of one (1) business day after sending (if sent by email in accordance with clause (b) above), the passage of four (4) business days after mailing or posting (if sent by first class mail or pre-paid post in accordance with clause (c) above) or upon delivery (if sent by regularly scheduled courier in accordance with clause (c) above).

You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: notice sent by email to finance@aligntech.co ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the following address: AlignOps, 400 Inverness Pkwy, Suite 250, Englewood, CO 80112, Attention: Finance Department.

Assignment; Change of Control

(i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, reorganization or other Change of Control. Any purported assignment in violation of this section shall be void. If you undergo any actual or proposed Change of Control by which a direct competitor of ours acquires Control of you, either directly or indirectly, this Agreement shall terminate immediately upon the consummation of such transaction, without notice or other action on our part, unless we have received prior notice of such Change of Control and have agreed in writing, in our sole discretion, not to terminate this Agreement. You agree to submit any request for assignment of your rights and obligations hereunder by delivering to us a fully signed copy of a Request to Assign Rights to MSA which, once signed by both Parties, shall be attached to this Agreement as an addendum.

Amendments; Waivers

These T & C's may be amended or modified by us as to non-material terms that shall become effective upon a date we specify, which shall be no less than 10 days following that date of publication of such amendment or modification on our website. No amendment or modification shall be deemed "non- material" if it materially diminishes a right or benefit enjoyed by current Subscribers as of the date of the amendment or modification. No material amendment or modification to these T & C's as to any Subscriber who is a Party to an Order Agreement shall become effective except by written agreement signed by authorized representatives of the Parties. If you are a Subscriber who is not subject to an Order Agreement, your continuing use of a Service following the effective date of any amendment or modification to these T & C's (including a material amendment or modification of these T & C's) shall evidence your agreement to such amendment or modification. No course of conduct or dealing between the Parties shall be deemed to modify or amend the express provisions of this Agreement. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless we acknowledge and agree to such a waiver in writing that we have signed and delivered to you.

30. General Provisions

Official Language. The official version of this Agreement shall be the version rendered in English, irrespective of any translation hereof into any other language.

U.S. Customers, this Agreement shall be governed by the Laws of the State of Colorado and controlling United States federal Law, without regard to the choice or conflicts of Law provisions thereof or of any other jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the United States federal courts located in New York City, New York, with the official language in which any such proceeding shall be conducted to be English.

Other Documents. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Agreement, if applicable) shall add to or vary the terms and conditions of this Agreement.

Invalid or Unenforceable Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the Court shall use it reasonable efforts in accordance with applicable Law to construe or modify any such provision(s) so that as nearly as possible, such provision(s) reflect(s) the intentions of the Parties and make such construed or modified provision(s) effective and enforceable , with all other provisions of the Agreement remaining in full force and effect to the fullest extent possible.

Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and us by entering into this Agreement or your use of the Service.

In the event of any conflict between the terms of this Agreement and the terms of any related Order Agreement, the terms of the Order Agreement shall prevail and be controlling, unless the inconsistent term or terms is inconsistent with a later version of these T & C’s that effectively amends the T & C’s as in effect prior to such amendment.

Rules of Construction. No rule of construction shall be applied against any Party that would construe a provision of this Agreement against a Party by reason of that Party having written or drafted such provision. Each Party has had the opportunity to have this Agreement reviewed by legal and other advisors, and each Party has availed itself of that opportunity to the extent it desired to do so.

Headings. Headings contained in this Agreement are for ease of reference only and have no legal effect.

Survival of Certain Provisions on Termination. The provisions of this Agreement which, by their terms, should survive termination of this Agreement to protect the rights and business interests of any Party shall survive the termination of this Agreement for any reason. All other rights and obligations of the Parties shall cease upon termination of this Agreement.

No Third-Party Beneficiaries. Nothing in this Agreement is intended to, or shall, create any third-party beneficiaries, whether intended or incidental, and no Party shall make any representations to the contrary.

Binding Effect; Authority to Execute Agreement. This Agreement, including these T & C’s and the associated Order Agreement(s) and any other applicable documents entered into between the Parties shall be binding on you and us, each of our permitted successors and assigns, and each User. The agent of each Party who signs the Order Agreement that is a part of this Agreement represents and warrants that he or she has full authority to sign this Agreement on behalf of the Party for which he or she is signing it.

Electronic Signatures and Exchange of Electronic Documents. Unless you instruct us otherwise, you agree that all documents to be signed and exchanged between us may be signed and exchanged in electronic format and that a signature may be any mark, symbol, sound or process that is written, stamped, engraved, attached to or logically associated with an electronic document and executed by a person with the intent to sign, and that all electronic signatures are the legal equivalent of a manual/handwritten signature and will be as valid as if you actually signed the document in writing and delivered it to us in person.

END OF GENERAL TERMS AND CONDITIONS

1. Overview

ToolWatch, LLC, which does business under the name ToolWatch Corporation, is a Colorado limited liability company (that we refer to as "ToolWatch" or "we" or "us" or "our," as the context requires). ToolWatch is in the business of providing the ToolWatch platform, which currently consists of two separate service offerings, including: (1) a cloud-based, intuitive, centralized database system that enables the management of tools, equipment, inventories, operations and logistics coordination for all warehouse and field operation assets of organizations typically in construction, contracting and related industries (which we call ToolWatch Enterprise, and (2) a "software as a service" (SaaS) offering that allows subscribers to develop and manage safety processes for their business or other needs (which we refer to as the "Safety Reports Service", which, collectively with ToolWatch Enterprise, we refer to as the "Services".).

At the time you sign up for any of our Services, you will be accepting these T & C's as the basic terms under which you agree to use the Service. You may also be asked to sign a separate, written Order Agreement that we will also sign, which states additional terms that apply to your subscription to the selected Service. These T & C’s and any related Order Agreement(s) that may now or later be entered into between us, evidence the terms with respect to your use of the Service(s) for which you are subscribing. We hereafter refer to this agreement (including these T & C’s and any applicable Order Agreement) as the "Master Subscription Agreement," the "MSA" or the "Agreement."

A "Subscriber" may include other persons, firms or entities that are affiliated with the named Subscriber (a "Subscriber Affiliate") if that Subscriber Affiliate is identified to us by the original Subscriber in the Order Agreement or by other means, and we agree in writing to allow such Subscriber Affiliate to use the Service under the MSA entered into by the Subscriber, with any changes or amendments to the original MSA as are agreed upon by the Parties in writing. Reference to the "Subscriber" or "you" in these T & C’s includes, to the extent applicable, any permitted Subscriber Affiliate(s).

ToolWatch and the Subscriber are sometimes referred to in these T & C’s individually as a "Party" and collectively as the "Parties," and collectively, as the context indicates, as "us" or "we."

2. Definitions

"Administrator(s)" means that User or those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Service.
"Affiliate" shall have the meaning set forth in Section 20 of these T & C’s.
"Agreement" or "Master Subscription Agreement" or MSA means these T & C’s and each Order Agreement and any Addendum or written amendment entered into between us, as the same may be amended in writing from time to time as permitted under this MSA. All such documents shall be read together and consistently to reflect the terms of the agreement between the Parties. In interpreting the agreement of the Parties, a later executed document shall supersede an earlier executed document to the extent that it modifies or amends it or is inconsistent with the earlier executed document.
"Application" means a computer application that a Subscriber downloads either directly from us or through an Application source such as the Apple App Store or Google Play Store, through which a Service is made available to the Subscriber.
"Assets" or "Licensed Assets" mean the tools, equipment, materials and consumables or other assets entered into, tracked, and monitored by the ToolWatch Technology as a component of a Service. For purposes of determining applicable fees for a Service that provides Asset tracking or monitoring, the number of Licensed Assets means the number of uniquely identified (using an individual SKU) tools, assets, items or other equipment or group of quantity tools or materials, identified as a group with a unique SKU (e.g., a specific power tool with a unique SKU counts as one asset, fifty of the same screwdriver with one SKU for all fifty [quantity tools] is counted as one asset).
"Confidential Information" means all Customer Data and other information, data or documents of a Party (including physical or digital forms of such information, data or documents) that is confidential, proprietary or sensitive in nature, including, but not limited to, all items embodying Intellectual Property Rights, Content, checklists, computer programs, computer code (including object and source code), algorithms, know-how, formulas, forms, processes, ideas, inventions (whether patentable or not), schematics, forms or other technical, business, financial documents or product development plans, forecasts, strategies and/or information that is marked as proprietary or confidential or that is identified as confidential at the time of disclosure if disclosed verbally, or which the receiving party should reasonably understand is proprietary or confidential. In addition to the foregoing, Confidential Information includes, but is not limited to third party software, if any, that may be provided to you under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information does not include information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to Confidential Information; or (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party.
"Content" means the audio and visual information, checklists, documents, software, products and services contained or made available to you by us while using a Service.
"Control" and "Change of Control" means the following: "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. "Change of Control" with respect to a person means any of the following: (a) the sale of all or substantially all the assets of the person; (b) any merger, consolidation or acquisition of a person or any person who Controls a person, with, by or into another corporation, entity or person; or (c) any change in the ownership of more than fifty percent (50%) of the voting capital stock of a person or any person who Controls a person in one or more related transactions. For purposes of this paragraph, the term "person" refers to an individual or corporation, partnership, trust, association, or other organization.
"Customer Data" means any data, information or material provided or submitted by you to a Service while using that Service.
"Effective Date" means the latest date indicated next to the signature of either you or us on the initial Order Agreement once it has been signed by both of us, or the date you begin using a Service with our permission in the event no Order Agreement is entered into in connection with your using that Service.
"Force Majeure Event" shall have the meaning set forth in Section24 of these T & C’s.
"Initial Term" means the initial period during which you are obligated to pay for the Service under the initial Order Agreement or the initial billing period as provided for in an Application pursuant to which a Subscriber accesses a Service.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
"Law" means any law, statute, regulation, order or rule of any government, governmental agency, court, arbitration panel or tribunal that has jurisdiction over and is therefore applicable to the Parties to this Agreement.
"License Term(s)" or "Renewal Term(s)" or "Term(s)" means the period(s) during which the Subscriber’s authorized Users are licensed to use the Service pursuant to an Order Agreement(s) as then in effect and as modified from time to time, or with our permission if no Order Agreement is entered into in connection with your use of a Service.
"Licensed Assets" has the meaning set included in the definition of "Assets" above.
"Non-U.S. Customers" shall have the meaning set forth in Section 15 of these T & C’s.
"Order Agreement(s)" means the form evidencing the initial subscription for a Service and any subsequent Order Agreements submitted online or in written form, specifying, among other things, the number of Licensed Assets or Licensed Seats, as applicable to the Service being subscribed for, as well as any other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the Parties, with each such Order Agreement to be incorporated into and to become a part of the MSA covering the Service identified in the applicable Order Agreement.
"Renewal Term" shall have the meaning set forth in Section 15 of these T & C’s.
"Scheduled Maintenance Window" shall have the meaning set forth in Section 9 of these T & C’s.
"Service" means the specific edition (i.e., Pro, Enterprise, Safety Reports, etc.) of our software applications, data analysis, or other enterprise resource planning (ERP) services identified during the ordering process, developed, operated, and maintained by us, and accessible via https://cloud.alignops.com/ another designated web site or IP address, or ancillary online or offline products and services provided to you by us, to which you are being granted access under this MSA and an Order Agreement, if any, including the applicable ToolWatch Technology and Content. Reference to "a Service" or "the Service" in this Agreement refers to those service(s) offering(s) subscribed for by the Subscriber as identified on all related Order Agreements or to which you are granted access with our permission if no Order Agreement is entered into between us.
"Subscriber" means the customer that signs this Agreement or who is granted access to a Service with our permission if an Order Agreement is not entered into between us, and includes for purposes of all representations, warranties and agreements hereunder, all Users designated by such Subscriber and/or any Subscriber Affiliate who become entitled to access the Service under this Agreement. Subscriber and any Affiliate Subscriber are also referred to in these T & C’s as "you."
"Term" means the entire time period during which you utilize a Service with our permission and includes the Initial Term and any Renewal Terms.
"ToolWatch" means collectively ToolWatch, LLC d/b/a ToolWatch Corporation, a Colorado limited liability company with its principal place of business at 40 Inverness Pkwy, Suite 250, Englewood, CO 80112. ToolWatch is also referred to in these T & C’s as "we" and "us."
"ToolWatch Technology" means all of ToolWatch's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), including that made available to you by us in providing the Service, and including any of our Intellectual Property Rights therein.
"U.S. Customers" shall have the meaning set forth in Section 15 of these T & C’s.
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by us at your request).
"Hardware" refers to physical devices provided by ToolWatch to the Subscriber.

3. Privacy & Security; Disclosure

Our privacy and security policies that apply to the relationship between us while you use a Service may be viewed at https://alignops.com/privacy, and which, as amended from time to time, are hereby incorporated herein and are a part of this Agreement.

4. License Grant & Restrictions

You may not allow access to the Service to an employee, representative, consultant, contractor or agent of/to a direct competitor of ours, except with our prior written consent. For these purposes, a "direct competitor" of ToolWatch includes, but is not limited to, any person, firm, company or other organization that offers or is proposing to offer a service that would or could compete with or replace the Service, whether the competing service is offered with or without charge by the provider. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.

You may use the Service only for your internal business purposes and may not use the Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable Law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, tracking software or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

5. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by, and require all Users to abide by, this Agreement (including the terms of any applicable Order Agreement) and all applicable local, state, national and foreign Laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You must: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by any of your Users; (iii) not impersonate another ToolWatch user or provide false identity information to gain access to or use the Service; and (iv) refrain from introducing data or computer code into the systems used to operate or provide the Service that contains any viruses, worms, Trojan horses, tracking software, files, scripts, agents or programs containing any harmful or illegal components. These obligations apply to all Users that you authorize to access the Service, or any other person who accesses the Service under any User password issued to you or any of your Users. You must take reasonable steps to assure that all Users you authorize to access the Service are aware of your obligations under this Agreement, and you are liable for any breaches of this Agreement by any User accessing the Service under your subscription or the rights granted to you under this Agreement.

Should your Agreement with ToolWatch include Hardware, you are responsible for notifying ToolWatch of any Hardware failures, with Hardware experiencing a manufacturing defect being replaced free of charge during the first twelve (12) months of the initial Agreement. Hardware defects caused by Subscriber negligence is not covered by ToolWatch. That hardware must be replaced by the Subscriber through a purchase from ToolWatch.

6. Account Information and Data

7. Segregation of Customer Data

Notwithstanding any other provision of this Agreement, we promise that we will maintain all Customer Data in a secure and logically separate manner (i.e., identified as Customer Data that is specific only to you as the Subscriber) from our data or the data of our other customers and subscribers. We shall maintain the confidentiality of all of our Customer Data and other Confidential Information during the Term of this Agreement and for a period of two (2) years after this Agreement has terminated, using such means as would a prudent person protecting the confidentiality of sensitive, valuable information that is critical to that person's business and commercial interests, including limiting access to your Confidential Information to only those people as are necessary to carry on our business. We shall notify you in writing as soon as possible if we suspect any breach of confidentiality with respect to the Confidential Information we are required to protect, providing you with as much detail as possible concerning the breach of this requirement. Upon termination of this Agreement for any reason, we shall either return your Confidential Information to you, or at your option and instruction, destroy the originals and all copies of your Confidential Information that is in our possession or under our control, certifying to you in writing that this has been done, including the dates when such destruction has been completed. We are not, however obligated to retain any of your Customer Data or other Confidential Information for any specified period of time following termination of this Agreement unless we are required to do so by another provision of this Agreement.

8. Data Privacy

In order to comply with Regulation (EU) 2016/679, General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA – Canada), and any other similar data privacy or protection laws and regulations as may become effective from time to time (collectively referred to as "Data Protection Laws"), the Parties agree to the following: 1) In the event that we receive or have access to personal data of yours, your employees, contractors or any third parties that is subject to Data Protection Laws ("Personal Data") during the course of providing Services to you, we will not use or process the Personal Data for any purpose other than those purposes designated in this Agreement and any related agreements or on written instructions you deliver to us outside this Agreement; 2) each Party undertakes to comply with all Data Protection Laws applicable to it and will not knowingly cause the other Party to breach any Data Protection Laws; 3) we will implement all appropriate organizational and technical security measures in order to ensure a level of security appropriate to the risks that are presented by the processing of any Personal Data and to protect the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transmitted, stored or otherwise processed by us; and 4) in case of a data breach which may affect Personal Data, we will notify you as soon as reasonably practicable upon becoming aware of such breach.

9. Scheduled Maintenance Windows

We reserve the right to perform regular maintenance and upgrade tasks during scheduled maintenance windows. (a "Scheduled Maintenance Window"). Normal Scheduled Maintenance Windows do not usually affect availability of the Service, however in some circumstances the Service may not be available, and in such case, we will notify you in advance (in accordance with Section 27 of this Agreement, which may include posting of such notice on our website or on the interface by which you and your Users accesses the Service), and the Service will not be considered unavailable during such Scheduled Maintenance Window for purposes of our obligations under this Agreement.

10. Unplanned Service Interruptions

11. Intellectual Property Ownership

We alone (and/or our licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the ToolWatch Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to a Service. You and your Users hereby convey and transfer to us all rights in and to such suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your Users relating to the Service in consideration of the rights granted to you in this Agreement. This Agreement is not a sale of any ToolWatch Technology, Content or Intellectual Property Rights and does not convey any rights of ownership in or related to the Service, the ToolWatch Technology or our Intellectual Property Rights or those of any ToolWatch licensor, to you.

The ToolWatch name, the ToolWatch logo, and the product names associated with the Services are our trademarks. You hereby grant to us the express right to use your company logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as a ToolWatch customer. We hereby grant to you the express right to use the ToolWatch name and logos solely to identify us as a provider of services to you. Other than as expressly stated in this Agreement, neither of us may use the other Party's marks, codes, drawings or specifications or any other intellectual property without the prior written permission of the other Party.

12. Third-Party Interactions

13. Charges and Payment of Fees; Addition of Assets, License Seats and/or Services

We employ different fee models for the Services we offer. Fees are based on: (1) the number of Licensed Assets we manage for you and the tier/level of Service subscribed for in the ToolWatch Enterprise Service, or (2) the number of Licensed Seats and tier/level of Service subscribed for in the ToolWatch Safety Reports Service.

An authorized Administrator may add Services or additional assets or seats to those stated in an existing Order Agreement by executing an additional written Order Agreement and submitting it to us for approval or by using a process we specify in our website or by other means for a Service for which no Order Agreement has been entered into between us. Adding assets, seats or additional services to the license for a Service will be subject to the following: (i) such additions will be coterminous with the preexisting License Term (either the Initial Term or a Renewal Term); (ii) the license fee for the added assets, seats and/or services will be the then current, generally applicable license fee for those services and licenses unless explicitly stated otherwise in the related Order Agreement or by mutual agreement evidenced by your continuing use of the Service at a new rate specified by us; and (iii) assets, seats or services added in the middle of a billing year will be charged for the number of days remaining in that License Term on a prorated basis. We reserve the right to increase fees payable by you in our sole discretion if you utilize services in excess of those described in the Order Agreement(s) or for asset or seat levels exceeding those stated in the Order Agreement(s) or as allowed by the level of Service for which you subscribed in an Application. In such case, we will provide you with not less than 30 days written notice that we intend to increase fees, and we will allow you to cure the excess(es) prior to the end of the 30 days in order to avoid the price increase. All pricing terms are Confidential Information, and you agree not to disclose them to any third party, except as required by applicable Law.

14. Excess Data Storage Fees

15. Billing and Renewal

We charge and collect all amounts due for use of a Service in advance.

You agree to provide us with complete and accurate billing and contact information, which must include your legal company name, street address, e-mail address, and the name and telephone number of an authorized billing contact and Administrator. You must update this information within 30 days of any change to it. If you provide us with contact information for you or any User that is false or fraudulent, we shall be entitled, without further notice or action on our part, to immediately terminate your access to the Service, in addition to any other remedies available to us under this Agreement or applicable Law.

Unless we in our discretion determine otherwise: (i) entities with headquarters and a majority of Users resident in the United States will be billed in U.S. dollars and shall be subject to U.S. payment terms and pricing ("U.S. Customers"); and (ii) all other entities will be billed in U.S. dollars, Euros or local currency (as we may agree upon) and shall be subject to either U.S. or non-U.S. payment terms and pricing at our discretion ("Non-U.S. Customers").

16. Non-Payment and Suspension

17. Termination upon Expiration; Return of Customer Data

This Agreement commences on the Effective Date and continues until all subscriptions for licenses granted in accordance with this Agreement have expired or otherwise been terminated.

18. Termination for Cause

If you breach any of your payment obligations, allow unauthorized use of the ToolWatch Technology or a Service or otherwise fail to comply with this Agreement, those acts will be deemed a breach of this Agreement if you have not cured such breach within ten (10) days of written notice of the breach provided to you in accordance with Section 27 of these T & C’s, if the breach is susceptible of cure. Following any such breach that is not cured as described above or that is not susceptible to cure, we may, in our sole discretion, terminate all your passwords, accounts and your rights to use the Service. You agree and acknowledge that we have no obligation to retain your Customer Data, and that we may delete it (resulting in irretrievable loss of such Customer Data) if you have breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ninety (90) days of notice to you of such breach provided to you in accordance with Section 27 of these T & C’s.

19. Representations & Warranties

20. Mutual Indemnification

You shall indemnify and hold us, our licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, shareholders, employees, attorneys and agents (collectively "Affiliates") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third-party; (ii) a claim, which if true, would constitute a violation of your representations and warranties; or (iii) a claim arising from your breach of this Agreement. In any such case we will (a) give you prompt written notice of the claim; (b) give you sole control of the defense and settlement of the claim (provided that, you may not unilaterally settle any claim unless such settlement unconditionally releases us and our Affiliates of all liability to you and any third-party, and such settlement does not negatively affect our business, reputation or the Service); (c) provide you all reasonably available information and assistance; and (d) not compromise or settle such claim without your prior written consent. You will keep us reasonably apprised of the status of any claims for which we are entitled to indemnification under this Agreement.

We shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, members, shareholders, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third-party; (ii) a claim, which if true, would constitute a violation by us of our representations or warranties; or (iii) a claim arising from our breach of this Agreement. In any such case, you will (a) promptly give us written notice of the claim; (b) give us sole control of the defense and settlement of the claim (provided that, we may not unilaterally settle any claim unless it unconditionally releases you and your Affiliates of all liability); (c) provide us with all reasonably available information and assistance; and (d) not compromise or settle such claim without our prior written consent. We shall have no indemnification obligation, and you shall indemnify us pursuant to this Agreement, for claims arising from any infringement arising solely from the combination of the Service with any of Subscriber’s Customer Data, products, service, hardware or business process(s).

21. DISCLAIMER OF WARRANTIES

22. Internet Delays

23. LIMITATION OF LIABILITY

24. Force Majeure

25. Additional Rights under Law

26. Local Laws and Export Control

A Service may use encryption technology that is subject to licensing requirements including, but not limited to, those under US law as set forth in the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and/or under EU law as set forth in Council Regulation (EC) No. 1334/2000, and/or as set forth in the export regulations of the country where you or any of your Users are located, if other than in the US or the EU. You agree that you will comply with any such licensing requirements and that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported absent compliance with such licensing requirements.

27. Notices

You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: notice sent by email to Finance@alignops.com, ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the following address: ToolWatch, Corporation, 400 Inverness Pkwy, Suite 250, Englewood, CO 80112, Attention: Finance Department.

28. Assignment; Change of Control

This Agreement may not be assigned by you (either directly or indirectly because of a merger, sale of assets, Change of Control, or other, similar transaction or by operation of law) without our prior written approval, which shall not be unreasonably withheld. This Agreement may be assigned without your consent by us to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, reorganization or other Change of Control. Any purported assignment in violation of this section shall be void. If you undergo any actual or proposed Change of Control by which a direct competitor of ours acquires Control of you, either directly or indirectly, this Agreement shall terminate immediately upon the consummation of such transaction, without notice or other action on our part, unless we have received prior notice of such Change of Control and have agreed in writing, in our sole discretion, not to terminate this Agreement. You agree to submit any request for assignment of your rights and obligations hereunder by delivering to us a fully signed copy of a Request to Assign Rights to MSA which, once signed by both Parties, shall be attached to this Agreement as an addendum.

29. Amendments; Waivers

These T & C's may be amended or modified by us as to non-material terms that shall become effective upon a date we specify, which shall be no less than 10 days following that date of publication of such amendment or modification on our website. No amendment or modification shall be deemed "non-material" if it materially diminishes a right or benefit enjoyed by current Subscribers as of the date of the amendment or modification. No material amendment or modification to these T & C's as to any Subscriber who is a Party to an Order Agreement shall become effective except by written agreement signed by authorized representatives of the Parties. If you are a Subscriber who is not subject to an Order Agreement, your continuing use of a Service following the effective date of any amendment or modification to these T & C's (including a material amendment or modification of these T & C's) shall evidence your agreement to such amendment or modification. No course of conduct or dealing between the Parties shall be deemed to modify or amend the express provisions of this Agreement. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless we acknowledge and agree to such a waiver in writing that we have signed and delivered to you.

30. General Provisions

Official Language. The official version of this Agreement shall be the version rendered in English, irrespective of any translation hereof into any other language.

Governing Law, Jurisdiction and Venue. With respect to U.S. Customers, this Agreement shall be governed by Colorado Law and controlling United States federal Law, without regard to the choice or conflicts of Law provisions thereof or of any other jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado. With respect to Non-U.S. Customers, this Agreement shall be governed by the Laws of the State of Colorado and controlling United States federal Law, without regard to the choice or conflicts of Law provisions thereof or of any other jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the United States federal courts located in New York City, New York, with the official language in which any such proceeding shall be conducted to be English.

Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and us by entering into this Agreement or your use of the Service.

Entire Agreement; Integrated Writing. This Agreement, together with any applicable Order Agreement(s) or any Addenda or other attachments intended by the Parties to be a part of this Agreement, comprise the entire agreement between the Parties and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any related Order Agreement, the terms of the Order Agreement shall prevail and be controlling, unless the inconsistent term or terms is inconsistent with a later version of these T & C’s that effectively amends the T & C’s as in effect prior to such amendment.

Headings. Headings contained in this Agreement are for ease of reference only and have no legal effect.

END OF GENERAL TERMS AND CONDITIONS

Master Subscription Agreement
General Terms and Conditions

1. Overview

1. Overview

2. Definitions

3. Privacy & Security; Disclosure

4. License Grant & Restrictions

5. Your Responsibilities

6. Account Information and Data

7. Segregation of Customer Data

8. Data Privacy

9. Scheduled Maintenance Windows

10. Unplanned Service Interruptions

11. Intellectual Property Ownership

12. Third-Party Interactions

13. Charges and Payment of Fees; Addition of Assets, License Seats and/or Services

14. Excess Data Storage Fees

15. Billing and Renewal

16. Non-Payment and Suspension

17. Termination upon Expiration; Return of Customer Data

18. Termination for Cause

19. Representations & Warranties

20. Mutual Indemnification

21. DISCLAIMER OF WARRANTIES

22. Internet Delays

23. LIMITATION OF LIABILITY

24. Force Majeure

25. Additional Rights under Law

26. Local Laws and Export Control

27. Notices

28. Assignment; Change of Control

29. Amendments; Waivers

30. General Provisions

Solutions

Get In Touch

Search Align

Master Subscription AgreementGeneral Terms and Conditions

1. Overview

1. Overview

2. Definitions

3. Privacy & Security; Disclosure

4. License Grant & Restrictions

5. Your Responsibilities

6. Account Information and Data

7. Segregation of Customer Data

8. Data Privacy

9. Scheduled Maintenance Windows

10. Unplanned Service Interruptions

11. Intellectual Property Ownership

12. Third-Party Interactions

13. Charges and Payment of Fees; Addition of Assets, License Seats and/or Services

14. Excess Data Storage Fees

15. Billing and Renewal

16. Non-Payment and Suspension

17. Termination upon Expiration; Return of Customer Data

18. Termination for Cause

19. Representations & Warranties

20. Mutual Indemnification

21. DISCLAIMER OF WARRANTIES

22. Internet Delays

23. LIMITATION OF LIABILITY

24. Force Majeure

25. Additional Rights under Law

26. Local Laws and Export Control

27. Notices

28. Assignment; Change of Control

29. Amendments; Waivers

30. General Provisions

Solutions

Get In Touch

Search Align

Master Subscription Agreement
General Terms and Conditions