TSRB Systems LLC Software Subscription End User License Agreement

1. Scope and Definitions

1.1 This Agreement applies to TSRB subscription software and related components, including Production Intelligence, Meeting Producer, MERIT, governance, scheduling, ERP connection, machine connectivity, dashboards, recommendations, analytics, mobile, support, documentation, updates, APIs, connectors, and other modules identified in an order, quote, invoice, subscription schedule, or activation record (collectively, the “Software” or “Services”).

1.2 “Authorized User” means an employee, contractor, or other individual whom Customer authorizes to use the Software for Customer’s internal business purposes. “Customer Data” means data, content, recordings, files, messages, machine signals, production records, credentials, personal information, and other information submitted to or processed through the Software by or for Customer.

1.3 This Agreement supplements the applicable TSRB quote, order form, statement of work, subscription schedule, and Terms and Conditions (collectively, “Order Documents”). If there is a direct conflict, a mutually executed Order Document controls only for the conflicting subject matter, followed by this Agreement and then TSRB’s general website terms.

2. Acceptance; Authority; Authorized Users

2.1 Customer accepts this Agreement by any of the following: creating an account; signing or accepting an Order Document; purchasing, renewing, activating, configuring, accessing, downloading, installing, or using the Software; paying an invoice that references this Agreement; or permitting an Authorized User to access or use the Software.

2.2 Customer represents that the person accepting this Agreement has legal authority to bind Customer. Customer is responsible for all Authorized Users, account activity, credentials, configurations, instructions, and use occurring under Customer’s accounts. Customer shall ensure that Authorized Users comply with this Agreement.

2.3 If Customer does not agree to this Agreement, Customer’s sole option is not to create, activate, access, or use the Software and to contact TSRB before use begins.

3. Subscription License

3.1 Subject to timely payment and compliance with this Agreement and the Order Documents, TSRB grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the subscribed Software solely for Customer’s internal business operations.

3.2 Use is limited to the authorized sites, machines, assets, users, devices, modules, data volumes, storage, transactions, integrations, and other subscription metrics stated in the Order Documents. Customer shall not exceed those limits or allow use by an unauthorized entity.

3.3 Except for the limited right expressly granted, TSRB and its licensors retain all right, title, and interest in the Software, documentation, interfaces, designs, source and object code, algorithms, data models, workflows, methods, know-how, inventions, trademarks, and derivative works. The Software is licensed, not sold.

4. Restrictions

Customer shall not, and shall not permit another person to:

• copy, modify, translate, adapt, or create derivative works of the Software except as TSRB expressly authorizes in writing;
• reverse engineer, decompile, disassemble, decode, discover source code, circumvent security or licensing controls, or attempt to derive underlying methods, except to the limited extent non-waivable law permits;
• sell, resell, rent, lease, sublicense, distribute, time-share, outsource, publish, or provide the Software as a service bureau;
• remove proprietary notices or misrepresent ownership, origin, performance, or affiliation;
• probe, scan, test, disrupt, overload, damage, or gain unauthorized access to any system, account, network, data, or service;
• upload malicious code or use the Software unlawfully, fraudulently, or in violation of third-party rights;
• use the Software or its output to build, train, benchmark for publication, or improve a competing product or service without TSRB’s prior written consent; or
• access or use the Software after suspension, expiration, or termination.

5. Customer Responsibilities

5.1 Customer is solely responsible for its systems, networks, machines, controllers, devices, security, backups, users, operating procedures, legal compliance, and the accuracy, completeness, quality, legality, and use of Customer Data.

5.2 Customer shall maintain appropriate administrative, physical, cybersecurity, safety, access-control, backup, disaster-recovery, and business-continuity measures. Customer shall promptly notify TSRB of suspected unauthorized access, credential compromise, security incidents affecting the Services, or unlawful use.

5.3 Customer shall obtain all notices, permissions, consents, licenses, and lawful bases required to collect, record, transmit, disclose, store, and process Customer Data, including employee, contractor, meeting-participant, production, and personal data. Customer shall not instruct TSRB to process data unlawfully.

5.4 Customer is responsible for independently validating Software outputs, alerts, recommendations, schedules, reports, calculations, transcriptions, summaries, integrations, and automated actions before relying on them.

6. Product-Specific Conditions

6.1 Production Intelligence and Manufacturing Components

The Software provides visibility, analysis, recommendations, workflow support, scheduling support, and governance capabilities. It is not an emergency-stop, safety-instrumented, machine-guarding, life-safety, or autonomous machine-control system. Customer shall not use it as a substitute for qualified personnel, required inspections, equipment manuals, lockout/tagout, machine guarding, safety controls, quality controls, regulatory compliance, or professional engineering judgment. Customer retains sole control over and responsibility for production, maintenance, quality, personnel, scheduling, financial, safety, and operational decisions.

6.2 Meeting Producer

Customer is responsible for notifying meeting participants and obtaining all legally required consents before recording, monitoring, transcribing, analyzing, storing, or sharing communications. Customer shall comply with applicable wiretap, call-recording, employment, privacy, publicity, confidentiality, and data-protection laws. Customer must independently review recordings, transcriptions, captions, summaries, speaker identifications, and generated content for accuracy and appropriateness before relying upon or distributing them.

6.3 Artificial Intelligence, Recommendations, and Automated Output

Outputs may be incomplete, inaccurate, outdated, probabilistic, or unsuitable for Customer’s circumstances. Outputs are informational and do not constitute engineering, safety, legal, financial, accounting, employment, regulatory, medical, or other professional advice. Customer shall use qualified human review and remains responsible for every decision and action taken from an output.

7. Customer Data; Privacy; Feedback

7.1 As between the parties, Customer retains its rights in Customer Data. Customer grants TSRB and its service providers a non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data as reasonably necessary to provide, secure, support, maintain, improve, and enforce the Services and comply with law.

7.2 Customer shall not submit data subject to special regulatory requirements unless TSRB has expressly agreed in writing to support those requirements. Customer shall not submit protected health information, payment-card data, export-controlled technical data, classified information, biometric identifiers, or highly sensitive personal information unless expressly authorized in an applicable Order Document.

7.3 TSRB may collect and use aggregated or de-identified usage, performance, diagnostic, and statistical information that does not identify Customer or an individual to operate, secure, analyze, benchmark, and improve its products and business.

7.4 If Customer provides suggestions, ideas, corrections, or feedback, Customer grants TSRB a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation, provided TSRB does not publicly identify Customer as the source without permission.

8. Third-Party Services and Integrations

The Software may interoperate with third-party platforms, devices, networks, APIs, databases, hardware, AI services, meeting services, ERP systems, or other products. Third-party products are governed by their own terms and are outside TSRB’s control. TSRB is not responsible for their availability, security, accuracy, changes, acts, omissions, data practices, or continued compatibility. Customer authorizes TSRB to exchange Customer Data with third-party services Customer enables.

9. Updates; Changes; Availability

9.1 TSRB may update, enhance, modify, replace, or discontinue features, interfaces, integrations, documentation, or technical requirements. TSRB does not guarantee that every feature, integration, or version will remain available.

9.2 TSRB may update this Agreement by posting the revised Agreement and providing notice through the Software, Customer account, website, email, Order Documents, or another reasonable method. Unless a later date is stated, changes are effective when posted. Customer’s continued access to or use of the Software after the effective date constitutes acceptance of the revised Agreement. If Customer does not agree, Customer must discontinue use and exercise any termination or non-renewal right available under the Order Documents.

9.3 TSRB may suspend access when fees are overdue; Customer breaches this Agreement; use creates security, legal, operational, or third-party risk; or suspension is reasonably necessary to protect TSRB, Customer, the Services, or others.

10. Fees; Term; Renewal; Termination

10.1 Fees, billing, subscription metrics, term, renewal, and payment obligations are governed by the applicable Order Documents. Unless expressly stated otherwise, subscription fees are non-cancelable and non-refundable.

10.2 This Agreement begins upon the earliest acceptance event described in Section 2 and continues while Customer accesses or uses the Software or has an active subscription.

10.3 TSRB may terminate or suspend this Agreement or affected Services for material breach, nonpayment, unlawful use, security risk, or as otherwise allowed by the Order Documents. Upon expiration or termination, all license rights end immediately, and Customer shall stop using and delete locally installed TSRB components unless retention is required by law.

10.4 Sections that by their nature should survive will survive, including ownership, restrictions, accrued fees, disclaimers, limitations of liability, indemnification, dispute provisions, and general terms.

11. Confidentiality

Each party shall protect the other party’s non-public information using at least reasonable care and use it only to perform or receive the Services. Confidential information does not include information that the recipient can document was lawfully known without restriction, independently developed, publicly available through no breach, or rightfully received from a third party. A recipient may disclose information when legally required after providing notice where permitted.

12. Limited Warranty

TSRB warrants that, during an active paid subscription, the Software will materially conform to its then-current documentation under normal authorized use. Customer’s exclusive remedy and TSRB’s entire obligation for a verified breach is, at TSRB’s option, to use commercially reasonable efforts to correct the material nonconformity, provide a reasonable workaround, or terminate the affected Service and refund prepaid fees allocable to the unused portion of the affected subscription.

13. Disclaimer of Warranties

Except for the express limited warranty in Section 12, and to the maximum extent permitted by law, the Software, Services, documentation, support, recommendations, outputs, integrations, and all related materials are provided “as is,” “as available,” and “with all faults.” TSRB and its affiliates, members, managers, officers, employees, contractors, agents, suppliers, service providers, and licensors disclaim all express, implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, security, uninterrupted availability, error-free operation, results, and compatibility.

TSRB does not warrant that the Software will prevent downtime, defects, scrap, equipment failure, security incidents, data loss, missed meetings, production loss, regulatory violations, personal injury, or other harm; that alerts or recommendations will be timely or correct; or that Customer will achieve any particular savings, efficiency, utilization, quality, revenue, profit, or other result.

14. Limitation of Liability

To the maximum extent permitted by law, TSRB and the TSRB parties shall not be liable for any indirect, incidental, special, exemplary, punitive, enhanced, or consequential damages; loss of profits, revenue, business, opportunity, goodwill, use, production, capacity, data, or anticipated savings; business interruption; downtime; substitute goods or services; equipment damage; scrap; rework; quality loss; or claims by third parties, arising from or relating to the Software, Services, this Agreement, or any Order Document, regardless of legal theory and even if advised that such damages were possible.

To the maximum extent permitted by law, the total cumulative liability of TSRB and all TSRB parties arising from or relating to the Software, Services, this Agreement, and the applicable Order Documents shall not exceed the fees actually paid to TSRB for the specific affected Software or Service during the twelve months immediately preceding the event giving rise to the first claim.

The limitations apply collectively, not per incident, and form an essential basis of the parties’ bargain. They do not apply to liability that cannot lawfully be excluded or limited.

15. Customer Indemnification

Customer shall indemnify, defend, and hold harmless TSRB, its affiliates, members, managers, officers, employees, contractors, agents, suppliers, service providers, licensors, successors, and assigns from third-party claims, demands, proceedings, damages, judgments, settlements, penalties, fines, losses, liabilities, costs, and reasonable attorneys’ fees arising from or relating to:

• Customer Data or Customer’s collection, recording, processing, disclosure, or use of it;
• Customer’s or an Authorized User’s access to, use, misuse, configuration, or implementation of the Software or an output;
• Customer’s production, machine, quality, maintenance, personnel, safety, meeting-recording, privacy, or business decisions;
• Customer’s breach of this Agreement, an Order Document, applicable law, or third-party rights;
• Customer’s systems, products, services, equipment, content, instructions, negligence, willful misconduct, or unlawful activity; or
• a dispute between Customer and an Authorized User, employee, contractor, meeting participant, customer, supplier, or other third party.

TSRB shall provide reasonably prompt notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may control the defense with counsel reasonably acceptable to TSRB, but may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release a TSRB party without TSRB’s written consent. TSRB may participate with counsel at its own expense.

16. Compliance; Export

Customer shall comply with all applicable laws, regulations, sanctions, export controls, employment requirements, privacy and recording laws, industry standards, and facility safety rules. Customer shall not export, re-export, transfer, or use the Software in violation of United States law or in a prohibited jurisdiction or for a prohibited end use.

17. Governing Law; Venue; Claims

17.1 This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 The state and federal courts located in Escambia County, Florida have exclusive jurisdiction and venue over disputes arising from or relating to this Agreement, the Software, or Services, and each party consents to that jurisdiction and venue.

17.3 To the maximum extent permitted by law, each party knowingly and voluntarily waives trial by jury in any action arising from or relating to this Agreement, the Software, or Services.

17.4 To the extent permitted by law, any claim must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to the claim, or it is permanently barred. Claims must be brought individually and not as a class, collective, consolidated, or representative action, to the extent permitted by law.

18. General Terms

18.1 Customer may not assign this Agreement without TSRB’s prior written consent. TSRB may assign it to an affiliate or in connection with a merger, reorganization, sale of equity, or sale of all or substantially all relevant assets.

18.2 TSRB is not liable for delay or failure caused by events beyond its reasonable control, including internet, utility, cloud, telecommunications, supplier, labor, cyber, transportation, government, epidemic, war, terrorism, natural-disaster, or third-party-service events.

18.3 If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only.

18.4 This Agreement and the Order Documents constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous representations and understandings. Customer acknowledges that it has not relied on a promise, representation, guarantee, demonstration, article, blog, knowledge-base entry, roadmap, or statement not expressly included in an applicable executed Order Document.

18.5 Electronic records, account creation, activation, use, and electronic acceptance may evidence agreement. Customer may retain or print a copy of this Agreement. Notices to Customer may be provided through the Software, account, website, email, invoice, or Order Documents.

19. Contact