TSRB Systems LLC
Terms and Conditions for the Acquisition of Products and Services
These Terms and Conditions govern the purchase, subscription, licensing, delivery, implementation, and use of products and services provided by TSRB Systems LLC (“TSRB”). These terms apply between TSRB and the purchasing customer (“Customer”).
1. Applicability
1.1 These Terms and Conditions apply to all quotations, proposals, order forms, statements of work, invoices, subscription schedules, implementation documents, and related commercial documents issued by TSRB (collectively, the “Quote”), unless TSRB expressly agrees otherwise in writing.
1.2 In the event of a conflict between these Terms and Conditions and the specific terms of an executed Quote, the Quote shall control solely with respect to the subject matter of that Quote.
1.3 By accepting a Quote, issuing a purchase order, using TSRB software, allowing TSRB to commence services, or otherwise receiving TSRB products or services, Customer agrees to be bound by these Terms and Conditions.
2. Nature of Products and Services
2.1 TSRB provides software, implementation services, integration services, support services, training, hardware where applicable, and related professional services.
2.2 Unless expressly stated otherwise in the Quote, TSRB software is provided in its standard commercial form and is not custom software.
2.3 Any custom development, custom reporting, custom dashboards, custom connectors, custom workflows, custom API work, or customer-specific engineering must be expressly identified in the Quote to be included.
3. Subscription Model
3.1 All TSRB software products are provided on a subscription basis only. TSRB does not grant perpetual licenses.
3.2 Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term stated in the Quote (“Subscription Term”) to access and use the subscribed software solely for Customer’s internal business operations and only in accordance with these Terms and the Quote.
3.3 Subscription rights may be limited by machine count, user count, site count, enabled modules, facilities, devices, data volume, storage thresholds, API usage, or other commercial metrics defined in the Quote.
3.4 Customer may not exceed the authorized subscription scope. If Customer exceeds the agreed scope, TSRB may invoice for the excess usage, require an upgrade, suspend excess usage, or take other reasonable corrective action.
3.5 Subscription access is conditional upon timely payment of all fees due.
4. Renewal, Suspension, and Termination of Subscription
4.1 Unless otherwise stated in the Quote, subscriptions renew automatically for successive renewal terms equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
4.2 TSRB may revise fees for any renewal term by providing reasonable prior written notice.
4.3 TSRB may suspend access to software or services if:
a. undisputed fees are overdue;
b. Customer materially breaches these Terms or the Quote;
c. Customer’s use threatens the security, integrity, or availability of TSRB systems or services; or
d. suspension is required by law, regulation, or a third-party provider.
4.4 Upon expiration, non-renewal, or termination of a subscription for any reason, Customer’s right to access and use the affected software immediately ends.
4.5 Upon expiration or termination, Customer shall cease use of the affected software and, where applicable, delete or return TSRB-provided software components, credentials, and documentation.
5. Intellectual Property
5.1 TSRB retains all right, title, and interest in and to its software, source code, object code, firmware, methods, templates, designs, documentation, data models, workflows, know-how, trademarks, and all related intellectual property rights (“TSRB IP”).
5.2 No ownership rights in TSRB IP are transferred to Customer. Customer is purchasing only the limited subscription and service rights expressly granted in the Quote and these Terms.
5.3 Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, translate, modify, adapt, create derivative works from, resell, lease, sublicense, distribute, disclose, or otherwise exploit TSRB IP except as expressly permitted in writing by TSRB or as required by non-waivable law.
6. Fees and Payment
6.1 Customer shall pay all fees stated in the Quote or invoice in accordance with the payment terms set forth therein.
6.2 Unless otherwise stated in writing:
a. subscription fees are billed in advance;
b. professional services, travel, custom work, and out-of-scope services are billable separately; and
c. all fees are non-cancelable and non-refundable once the applicable subscription term or service period begins.
6.3 TSRB may suspend delivery, activation, implementation, support, hosting, reporting, integrations, renewals, or other services if payment is late.
6.4 Customer is responsible for all applicable taxes, duties, assessments, shipping charges, insurance, brokerage fees, and similar governmental or third-party charges, excluding taxes based on TSRB’s net income.
6.5 If exchange rates, tariffs, shipping costs, cloud infrastructure costs, component costs, or third-party pass-through costs materially change before acceptance, renewal, or delivery, TSRB may revise pricing upon written notice.
7. Customer Responsibilities
7.1 Customer shall provide accurate and complete information necessary for TSRB to prepare the Quote and perform the work.
7.2 Customer shall designate an authorized project contact to coordinate with TSRB during implementation and support.
7.3 Customer shall provide timely access to relevant personnel, systems, machines, controllers, networks, credentials, documentation, drawings, and technical information needed for delivery or support.
7.4 Customer is responsible for its own infrastructure, including servers, operating systems, network readiness, cybersecurity controls, backups, cloud resources, VPN access, switch configuration, firewall rules, and machine-side configuration, unless expressly included in the Quote.
7.5 Customer shall ensure that machines, controllers, systems, and peripherals to be integrated are in good working order and reasonably ready for implementation at the scheduled time.
7.6 Customer is responsible for obtaining and maintaining any third-party licenses, permissions, option keys, protocol enablement, SDK access, database access, ERP access, and vendor approvals not expressly included in the Quote.
8. Technical Environment and Integration Prerequisites
8.1 Availability of machine signals, tags, controller data, protocols, APIs, interfaces, and integration points varies by machine type, control type, manufacturer, age, firmware, configuration, and customer environment.
8.2 Unless expressly stated otherwise in the Quote, Customer is responsible for ensuring that required signals, protocols, access permissions, and network paths are available.
8.3 Unless expressly included in the Quote, no machine-side ladder changes, PLC programming, controller option purchases, electrical work, network installation, static IP setup, or machine-specific hardware is included.
8.4 If TSRB software is installed within Customer’s environment, Customer shall provide sufficient administrative rights and technical access for installation, configuration, support, and troubleshooting.
9. Delivery, Implementation, and Schedule
9.1 Delivery dates and implementation schedules are estimates unless expressly stated as firm deadlines in the Quote.
9.2 TSRB will use commercially reasonable efforts to meet agreed schedules, subject to Customer meeting its responsibilities.
9.3 Delays caused by Customer, including lack of access, lack of readiness, missing credentials, unavailable staff, unprepared machines, scope changes, or incomplete infrastructure, may result in schedule extensions and additional charges.
9.4 If work is delayed or interrupted by Customer after scheduling or commencement, TSRB may invoice for time spent, remobilization, travel, standby time, third-party costs, and other reasonable expenses caused by the delay.
9.5 If substantial portions of a project are completed, TSRB may invoice for completed milestones, delivered hardware, activated subscriptions, completed integrations, completed services, and accepted deliverables, even if the overall project remains open.
10. Hardware
10.1 Any hardware provided by TSRB is limited to the items expressly identified in the Quote.
10.2 Unless otherwise stated, hardware is shipped FOB TSRB shipping point.
10.3 Returns require prior written authorization and may be subject to a restocking fee of up to fifteen percent (15%), unless the return is due to a verified warranty issue.
10.4 Hardware warranty, if applicable, shall be limited to the warranty period and scope expressly stated in the Quote or related warranty documentation.
11. Support and Maintenance
11.1 Subscription, support, maintenance, or hosting fees entitle Customer only to the support and service levels expressly stated in the Quote or service plan.
11.2 Unless expressly included, support and subscription fees do not include implementation, training, custom development, custom reporting, machine configuration, third-party integration work, data migration, or customer IT remediation.
11.3 TSRB may release updates, fixes, patches, improvements, and enhancements during the Subscription Term. Customer acknowledges that software may evolve over time.
12. Data and Service Operations
12.1 To the extent TSRB hosts or processes Customer data as part of its services, Customer retains ownership of its business data, subject to TSRB’s rights to use such data as necessary to provide services, perform support, monitor service health, enforce usage limits, maintain security, and improve products.
12.2 TSRB may collect technical, telemetry, diagnostic, usage, and operational data relating to Customer’s use of the software and services for support, security, analytics, billing verification, and product improvement, in accordance with applicable law.
12.3 Unless otherwise stated in the Quote, Customer is responsible for retaining its own records and exporting any data it requires from the system during the active Subscription Term.
12.4 Any end-of-term export, migration, transition, or offboarding assistance requested by Customer is billable unless expressly included in the Quote.
13. Confidentiality
13.1 Each party may receive confidential or proprietary information from the other in connection with the relationship.
13.2 Each party agrees to use the other party’s confidential information solely for purposes of performing under the Quote and to protect such information using reasonable care.
13.3 Confidential information does not include information that is publicly available through no fault of the receiving party, already lawfully known, independently developed, or lawfully received from a third party without duty of confidentiality.
14. Warranty Disclaimer and Limited Warranty
14.1 TSRB warrants for ninety (90) days from initial delivery or activation that its standard software will substantially perform in accordance with TSRB’s applicable documentation when used in the supported environment and in accordance with TSRB instructions.
14.2 This limited warranty does not apply to failures caused by misuse, unauthorized modification, unsupported environments, Customer infrastructure, third-party systems, malware, abnormal operating conditions, or use inconsistent with TSRB instructions.
14.3 TSRB’s sole obligation, and Customer’s exclusive remedy, for breach of this limited warranty shall be, at TSRB’s option:
a. repair or replacement of the affected software, hardware, or service component; or
b. refund of the amount actually paid for the affected portion of the applicable subscription, product, or service.
14.4 Except for the express limited warranty above, TSRB products and services are provided AS IS and AS AVAILABLE, and TSRB disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
15. Limitation of Liability
15.1 TSRB shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, loss of production, loss of savings, loss of business opportunity, loss of goodwill, loss of data, or business interruption, arising from or related to the products or services, even if advised of the possibility of such damages.
15.2 TSRB’s total cumulative liability arising out of or relating to any Quote, product, subscription, service, or these Terms shall not exceed the total amount paid by Customer to TSRB for the specific product or service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.
15.3 The limitations in this Section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.
16. Indemnification
16.1 Customer shall indemnify, defend, and hold harmless TSRB, its affiliates, officers, managers, employees, contractors, agents, and licensors from and against third-party claims, damages, losses, liabilities, costs, and expenses arising from:
a. Customer’s misuse of TSRB products or services;
b. Customer’s breach of these Terms or the Quote;
c. Customer’s negligence, misconduct, or violation of law; or
d. Customer data, systems, or content supplied by Customer that infringe or violate third-party rights.
17. Export and Compliance
17.1 Customer shall comply with all applicable export, import, sanctions, and trade compliance laws and regulations relating to the products, software, technical data, and services provided by TSRB.
18. Force Majeure
18.1 TSRB shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, labor disputes, supply shortages, transportation disruptions, utility failures, cyber incidents, government actions, epidemics, telecommunications failures, cloud platform outages, or acts of third-party providers.
19. Governing Law and Venue
19.1 These Terms and any dispute arising from them or from any Quote shall be governed by the laws of the State of Florida, without regard to conflict of law principles.
19.2 Exclusive venue for any dispute shall lie in the state or federal courts located in Escambia County, Florida, unless TSRB elects otherwise.
20. Notices
20.1 All legal notices, claims, and formal communications under these Terms shall be in writing and sent to:
TSRB Systems LLC
6 Cunningham Pl
Pensacola, FL 32506
United States
21. Entire Agreement
21.1 These Terms, together with the applicable Quote, constitute the entire agreement between TSRB and Customer regarding the subject matter thereof and supersede prior or contemporaneous discussions, proposals, or understandings on that subject.
21.2 No waiver, amendment, or modification is binding unless in writing and authorized by TSRB.