Terms and Conditions for Products and Services

1. Applicability and Acceptance

1.1 These Terms apply to every quotation, proposal, order form, subscription schedule, statement of work, invoice, implementation document and other commercial document issued by TSRB, collectively referred to as a "Quote," unless TSRB expressly agrees otherwise in a writing signed by an authorized representative.

1.2 Customer accepts these Terms by signing or accepting a Quote, issuing a purchase order in response to a Quote, paying an invoice, permitting TSRB to begin work, accessing or using TSRB software, or receiving TSRB products or services.

1.3 A person accepting a Quote or these Terms for an organization represents that the person has authority to bind that organization.

2. Controlling Documents and Customer Purchase Orders

2.1 If the applicable documents conflict, the following order of precedence applies:

1. a mutually signed master agreement or amendment that expressly identifies the provision it changes;
2. a mutually signed regulated-data, aerospace, defense or security addendum;
3. the applicable TSRB Quote or order form;
4. the applicable statement of work;
5. these Terms; and
6. a Customer purchase order solely for agreed administrative information such as the purchase-order number, billing address and quantities expressly accepted by TSRB.

2.2 Customer purchase orders are accepted solely for administrative convenience. Any additional or conflicting term contained in a purchase order, supplier portal, vendor manual, quality document, acknowledgment, procurement policy, hyperlink or other Customer document is rejected and does not modify the agreement unless TSRB expressly accepts that term in a writing signed by an authorized representative of TSRB.

2.3 TSRB's performance, invoice acceptance, portal registration, reference to a purchase-order number or failure to object to a Customer document does not constitute acceptance of additional or conflicting Customer terms.

2.4 Customer flow-down requirements apply only when they are provided to TSRB in full before pricing, specifically identified in the applicable Quote and expressly accepted by TSRB in writing. Requirements incorporated solely by reference, portal, hyperlink or a document supplied after acceptance are not binding unless TSRB subsequently accepts them through a written change order.

3. Products and Services

3.1 TSRB provides subscription software, implementation, integration, support, training, consulting, hardware where applicable and related professional services.

3.2 Unless expressly stated in the Quote, TSRB software is provided in its standard commercial form and is not custom software.

3.3 Custom development, reporting, dashboards, connectors, workflows, application programming interfaces, migration, validation, regulatory documentation or Customer-specific engineering is included only when expressly identified in the Quote.

3.4 Customer acknowledges that manufacturing intelligence supports human decision-making and does not replace Customer's responsibility for production, quality, safety, maintenance, scheduling, regulatory compliance or professional judgment.

4. Subscription Rights

4.1 TSRB software is provided on a subscription basis unless a Quote expressly states otherwise. No perpetual license is granted.

4.2 During the subscription term stated in the Quote, TSRB grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the subscribed software solely for Customer's internal business operations and within the authorized scope.

4.3 Subscription scope may be measured by machines, assets, users, sites, facilities, devices, enabled modules, data volume, storage, interfaces, application programming interface usage or other metrics identified in the Quote.

4.4 If Customer exceeds the authorized scope, TSRB may invoice for excess usage, require an upgrade, limit excess usage or take other reasonable corrective action.

4.5 Unless otherwise stated in the Quote, subscriptions automatically renew for successive periods equal to the initial subscription term unless either party gives written notice of non-renewal at least thirty days before the current term ends. TSRB may revise renewal pricing upon reasonable prior written notice.

5. Fees, Invoicing and Taxes

5.1 Customer shall pay all fees according to the applicable Quote or invoice. Unless otherwise stated, subscription fees are billed in advance, and professional services, travel, custom work, hardware, third-party costs and out-of-scope work are billed separately.

5.2 Fees are non-cancelable and non-refundable after the applicable subscription or service period begins, except as expressly provided in these Terms or the Quote.

5.3 Customer shall notify TSRB in writing of a good-faith invoice dispute within ten business days after the invoice date and shall timely pay all undisputed amounts. Customer may not withhold, offset or deduct amounts based on an unliquidated or disputed claim.

5.4 Customer is responsible for applicable sales, use, excise, value-added and similar taxes and for agreed shipping, insurance, duties, brokerage and third-party charges, excluding taxes imposed on TSRB's net income.

5.5 Pricing does not include compliance, documentation, hosting, audit, validation, security or record-retention requirements that were not disclosed and accepted before the Quote was issued. Such requirements may require revised pricing and schedule.

6. Changes, Cancellation and Delay

6.1 Changes to scope, specifications, schedules, deliverables, regulatory requirements, data classifications, hosting requirements or acceptance criteria require a written change order accepted by both parties.

6.2 If Customer cancels, delays or suspends professional services, Customer shall pay for work performed, committed subscription fees, non-cancelable third-party costs, reserved resources, remobilization and other reasonable costs resulting from the change.

6.3 Customer-caused delays extend affected schedules. TSRB may invoice completed work, activated subscriptions, delivered hardware, completed milestones, standby time and reasonable delay-related expenses.

7. Customer Responsibilities

7.1 Customer shall provide accurate information, an authorized project contact, timely decisions and reasonable access to personnel, systems, machines, controllers, networks, credentials, interfaces, documentation and technical information required for delivery and support.

7.2 Unless included in the Quote, Customer is responsible for its infrastructure, cybersecurity controls, backups, network readiness, servers, operating systems, cloud resources, virtual private network access, firewall and switch configuration, static addresses, machine readiness and third-party licenses or approvals.

7.3 Customer is responsible for the legality, accuracy, quality and integrity of Customer data and for obtaining all rights and consents required for TSRB to process that data.

7.4 Customer shall use TSRB products in accordance with documentation, applicable law and reasonable safety practices. Customer remains responsible for validating production decisions, machine commands, schedules, recommendations, alerts, calculations and reports before acting on them.

8. Implementation, Testing and Acceptance

8.1 Delivery dates are estimates unless the Quote expressly identifies a firm deadline. TSRB will use commercially reasonable efforts to meet agreed schedules, subject to Customer fulfilling its responsibilities.

8.2 Deliverables are evaluated against the written requirements and acceptance criteria in the applicable Quote or statement of work. Customer shall complete acceptance testing and identify any material nonconformity in reasonable detail within ten business days after delivery or notice of readiness, unless another period is stated in the Quote.

8.3 A deliverable is accepted upon the earliest of: written acceptance; productive use; payment of the related milestone without timely written objection; or expiration of the acceptance period without a documented material nonconformity.

8.4 TSRB will use commercially reasonable efforts to correct a timely reported material nonconformity. Minor defects that do not materially prevent intended use do not delay acceptance.

9. Technical Environment and Integration

9.1 Availability of machine signals, tags, protocols, interfaces and data varies by equipment, controller, manufacturer, age, firmware and Customer configuration.

9.2 Unless expressly included, machine-side programming, electrical work, network installation, controller option purchases, third-party remediation and changes to Customer systems are outside scope.

9.3 TSRB is not responsible for failures or limitations caused by Customer infrastructure, unsupported environments, third-party systems, unavailable data, undocumented interfaces or changes made without TSRB authorization.

10. Support, Maintenance and Product Changes

10.1 Support, maintenance, hosting and service levels are limited to those expressly stated in the Quote or applicable service plan.

10.2 TSRB may release updates, fixes, patches, improvements and enhancements. TSRB may modify features when doing so does not materially reduce the core subscribed functionality during the current term.

10.3 Routine updates, security patches, infrastructure maintenance and changes that do not materially impair agreed functionality do not require Customer approval.

11. Customer Data and Service Operations

11.1 Customer retains ownership of Customer data. Customer grants TSRB the limited rights necessary to host, process, transmit, reproduce and use Customer data to provide, secure, support and administer the products and services.

11.2 TSRB may collect and use technical, telemetry, diagnostic, usage and operational information for support, security, service health, billing verification and analytics.

11.3 TSRB may use aggregated and de-identified information that does not identify Customer, its products, programs, personnel, facilities or customers to operate, secure, analyze and improve TSRB products and services. TSRB will not use classified, export-controlled or specially regulated Customer data for general product improvement.

11.4 Customer is responsible for retaining records and exporting required data during the active subscription. End-of-term export, conversion, migration, transition and offboarding assistance is billable unless included in the Quote.

11.5 Following termination, TSRB may delete Customer data according to its standard retention cycle, subject to legal obligations, security logs, backup rotation and any written data-retention commitment in the Quote.

12. Regulated and Restricted Data

12.1 Customer shall not upload, transmit, expose or otherwise provide TSRB with classified information, International Traffic in Arms Regulations controlled technical data, controlled unclassified information, protected health information, payment-card data or other specially regulated information unless the applicable Quote or signed addendum expressly authorizes that category of information and identifies required handling controls.

12.2 Customer is responsible for accurately identifying regulated information before TSRB receives access. Receipt of part numbers, machine names, drawings, operation descriptions or production records does not by itself constitute TSRB's agreement that its standard service is authorized for regulated data.

12.3 If Customer introduces regulated information without prior written authorization, Customer shall promptly notify TSRB and cooperate in removing, securing or transferring the information. Resulting work and cost are outside scope.

13. Security

13.1 TSRB will maintain commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the subscribed service and information TSRB is authorized to process.

13.2 TSRB will notify Customer without unreasonable delay after confirming a security incident that materially compromises the confidentiality, integrity or availability of Customer data under TSRB's control, subject to law-enforcement restrictions and reasonable investigation.

13.3 No system is immune from every threat. TSRB does not warrant that the service will prevent every unauthorized access, cyberattack, malicious act or data loss.

13.4 Compliance with a specific framework, including CMMC, NIST SP 800-171, DFARS, FedRAMP, ITAR-specific controls or a Customer security standard, applies only when expressly stated in a signed addendum or Quote.

14. Confidentiality

14.1 Each party shall use the other party's nonpublic confidential information only to perform or receive the products and services and shall protect it with at least reasonable care.

14.2 Confidential information excludes information that is publicly available without breach, previously known without restriction, independently developed without use of the confidential information or lawfully obtained from another source.

14.3 A receiving party may disclose confidential information when legally required after providing notice when legally permitted and reasonable assistance at the disclosing party's expense.

14.4 Confidentiality obligations continue for five years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

15. Intellectual Property

15.1 TSRB retains all right, title and interest in its software, source and object code, firmware, connectors, interfaces, methods, templates, designs, documentation, data models, workflows, algorithms, know-how, tools, inventions, modifications, improvements, derivative works and related intellectual property, collectively "TSRB IP."

15.2 No TSRB IP ownership transfers to Customer. Configuration, dashboards, reports, connectors or custom work developed by TSRB do not transfer ownership of underlying TSRB IP unless a signed agreement expressly states otherwise.

15.3 Customer shall not reverse engineer, decompile, disassemble, modify, create derivative works from, resell, lease, sublicense, distribute, disclose or exploit TSRB IP except as expressly authorized in writing or required by non-waivable law.

15.4 Customer may provide suggestions and feedback. TSRB may use that feedback without restriction or obligation, provided TSRB does not disclose Customer confidential information.

16. Third-Party Services and Subprocessors

16.1 TSRB may use affiliates, employees, contractors, cloud and hosting providers, communications services, software libraries and other service providers in delivering the products and services. TSRB remains responsible for its contractual obligations.

16.2 Customer-specific approval, nationality, location or flow-down requirements concerning subprocessors must be disclosed before execution of the Quote and apply only when expressly accepted by TSRB.

16.3 Third-party products and services may be governed by their own terms and availability. TSRB is not responsible for third-party changes or failures outside TSRB's reasonable control.

17. Limited Warranty and Disclaimer

17.1 For ninety days after initial delivery or activation, TSRB warrants that its standard software will materially perform according to applicable TSRB documentation when used in a supported environment and that professional services will be performed in a professional and workmanlike manner.

17.2 The warranty does not apply to misuse, unauthorized changes, unsupported environments, Customer infrastructure, third-party systems, malware, abnormal conditions or use contrary to documentation.

17.3 Customer's exclusive remedy is, at TSRB's option, correction, re-performance, replacement or termination of the materially affected item and refund of the unused prepaid fees attributable to that item.

17.4 Except for the express warranty above, products and services are provided as is and as available. To the maximum extent permitted by law, TSRB disclaims all other warranties, including merchantability, fitness for a particular purpose and warranties arising from course of dealing or usage of trade. TSRB does not warrant uninterrupted or error-free operation or any specific production, financial, compliance or business outcome.

18. Intellectual Property Claims

18.1 TSRB will defend Customer against a third-party claim that Customer's authorized use of unmodified TSRB software infringes a United States patent, copyright or trade secret and will pay damages finally awarded or settlement amounts approved by TSRB, provided Customer promptly notifies TSRB, gives TSRB control of the defense and reasonably cooperates.

18.2 TSRB has no obligation for claims arising from Customer specifications, Customer or third-party modifications, combination with items not supplied by TSRB, use outside the authorized scope or continued use after TSRB provides a non-infringing alternative.

18.3 TSRB may procure continued use, modify or replace the affected item, or terminate it and refund the unused prepaid fees attributable to it. This Section states TSRB's entire liability for intellectual-property infringement claims and remains subject to Section 20.

19. Customer Indemnification

19.1 Customer shall defend, indemnify and hold harmless TSRB and its affiliates, officers, managers, employees, contractors, agents and licensors from third-party claims arising from Customer's misuse of the products or services, violation of law, negligence or willful misconduct, breach of these Terms, or Customer data or materials that infringe third-party rights.

19.2 TSRB shall promptly notify Customer of a covered claim, permit Customer to control the defense and reasonably cooperate at Customer's expense. Customer may not settle a claim in a manner that admits TSRB liability, imposes nonmonetary obligations on TSRB or fails to release TSRB without TSRB's written consent.

20. Limitation of Liability

20.1 Neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, production, savings, opportunity, goodwill or data, or business interruption, even if advised of the possibility.

20.2 Each party's total cumulative liability arising from an applicable Quote, product, subscription, service or these Terms shall not exceed the amount paid or payable by Customer to TSRB for the specific affected product or service during the twelve months preceding the event giving rise to the claim.

20.3 The limitations apply regardless of the form of action. They do not limit Customer's payment obligations, misuse of TSRB IP, breach of subscription restrictions, or liabilities that cannot legally be limited.

21. Compliance, Export Controls and Sanctions

21.1 Each party shall comply with laws applicable to its own performance. Customer is responsible for laws applicable to Customer's production, products, data, facility, industry and use of TSRB products.

21.2 Customer shall comply with applicable export, import, sanctions and trade-control laws and shall not provide access to prohibited persons, destinations or end uses.

21.3 TSRB does not accept Customer-specific regulatory or quality obligations unless expressly identified and accepted under Section 2.4.

22. Records and Audits

22.1 TSRB will maintain records ordinarily generated in delivering the products and services according to its standard practices and any specific retention requirement expressly stated in the Quote.

22.2 Any Customer audit right must be expressly stated in the Quote or an incorporated addendum. Unless otherwise agreed, an audit is limited to records directly relevant to the applicable order, requires at least fifteen business days' notice, occurs during normal business hours, avoids unreasonable disruption and protects TSRB and other customers' confidential information.

22.3 No audit provides access to source code, penetration-testing tools, unrelated systems, other customers' information or shared cloud facilities. Independent certifications, assessments or audit reports may satisfy requirements relating to third-party or multi-tenant infrastructure.

22.4 Customer bears audit costs unless an audit identifies a material uncured TSRB breach.

23. Hardware

23.1 Hardware is limited to items identified in the Quote and, unless otherwise stated, is shipped FOB TSRB's shipping point.

23.2 Returns require authorization and may be subject to a restocking fee of up to fifteen percent unless caused by a verified warranty issue.

23.3 Hardware warranties are limited to the period and scope stated in the Quote, applicable documentation or original manufacturer's warranty.

24. Suspension and Termination

24.1 TSRB may suspend products or services when undisputed fees are overdue, Customer materially breaches the agreement, Customer use threatens security or availability, continued performance may violate law, or a necessary third-party provider suspends service.

24.2 Either party may terminate an affected Quote for a material breach that remains uncured thirty days after written notice, or ten days for nonpayment. TSRB may terminate immediately for unlawful use, material security threats or infringement of TSRB IP.

24.3 Termination does not relieve Customer of fees accrued or committed through the effective termination date. If Customer terminates for TSRB's uncured material breach, TSRB will refund unused prepaid subscription fees for the terminated period.

24.4 Upon expiration or termination, Customer's access rights end and Customer shall stop using and return or delete TSRB-provided components, credentials and documentation where applicable.

25. Force Majeure

25.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, labor disputes, shortages, transportation or utility failures, cyber incidents, governmental actions, epidemics, telecommunications failures, cloud-platform outages, war, terrorism or third-party provider failures. This Section does not excuse Customer's obligation to pay amounts already due.

25.2 Affected schedules are reasonably extended for the duration and impact of the event.

26. Governing Law and Disputes

26.1 These Terms and every Quote are governed by Florida law, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Exclusive jurisdiction and venue lie in the state or federal courts serving Escambia County, Florida, and each party consents to that jurisdiction.

27. General Provisions

27.1 Neither party may assign a Quote without the other's written consent, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the obligations.

27.2 The parties are independent contractors. These Terms create no partnership, agency, fiduciary or employment relationship.

27.3 If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver.

27.4 Provisions concerning payment, confidentiality, intellectual property, data, indemnification, liability, disputes and provisions that by their nature should survive will survive termination.

27.5 TSRB may update these website Terms prospectively. Material changes will be identified by a revised effective date and, when reasonably practicable, notice. Updated Terms apply to new Quotes, renewals and continued purchases after the effective date, but do not retroactively alter a fixed current term unless required by law, necessary for security or mutually agreed.

27.6 These Terms and the applicable controlling documents under Section 2 constitute the entire agreement regarding their subject matter. Amendments must be in writing and authorized by both parties, except prospective website updates under Section 27.5.