MACH Subscription & End User License Agreement

This Subscription and End User License Agreement (this "Agreement") is a binding contract between Kinetech Cloud, LLC, a Texas limited liability company ("Kinetech"), and the company or legal entity that subscribes to the MACH platform ("Customer").

This Agreement governs Customer's access to and use of the MACH software-as-a-service platform and related software and components (collectively, the "Service," as further defined below).

1. Agreement and Acceptance

Customer accepts this Agreement by doing any of the following, whichever occurs first:

• signing or otherwise accepting an Order Form that references this Agreement;
• clicking "I accept" (or a similar control) where this Agreement is presented; or
• accessing or using any part of the Service.

If the individual accepting this Agreement does so on behalf of a company or other legal entity, that individual represents that they have the authority to bind that entity, in which case "Customer" refers to that entity. If that individual lacks such authority, or if Customer does not agree to these terms, Customer may not access or use the Service.

2. Definitions

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of the entity.
• "Authorized User" means an individual whom Customer or its Affiliates permits to access and use the Service — including employees, contractors, and agents acting on their behalf — and for whom Customer is responsible.
• "Customer Data" means all data, content, and information submitted to or generated through the Service by or on behalf of Customer, including production data, machine and sensor data, downtime and changeover records, schedules, and order information drawn from Customer's systems.
• "Documentation" means the user guides, help materials, and technical documentation that Kinetech makes generally available for the Service.
• "Edge Components" means the edge agents, connectors, and device firmware or software that Kinetech provides or licenses for installation on or near Customer's equipment to connect machines and collect machine data.
• "Hardware" means any physical edge devices, gateways, or sensors used in connection with the Service.
• "Hub" means the MACH access and management layer — including account, user, and access management — that Kinetech provides with each MACH Product and through which Customer administers its use of the Service.
• "Kiosk App" means the interface used to access the MACH Monitor application on shop-floor kiosk devices, including for operator-driven use without direct machine connectivity.
• "MACH Product" means each separately subscribable MACH offering: MACH Monitor, MACH Schedule, or MACH Complete (which combines Monitor and Schedule). Every MACH Product includes Reporting & Analytics and the Hub. MACH Maintain is a separate offering that must be subscribed to independently; it is not included in any MACH Product (including MACH Complete) unless expressly stated on the Order Form.
• "Order Form" means an ordering document, quote, or online order accepted by both parties that specifies the MACH products, plan tier, Work Center count, fees, and subscription term.
• "Service" means the MACH Product(s) and any other offerings Customer subscribes to under an Order Form, made available by Kinetech on a hosted basis, together with the Software and Documentation.
• "Software" means the Edge Components and the Kiosk App (to the extent installed on Customer's devices), together with any updates and Documentation.
• "Work Center" means a unit of production capacity (generally, one machine or station) used as the unit of measure for the subscription, as described on the applicable Order Form.

3. The Service

Subject to this Agreement and the applicable Order Form, Kinetech grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for the internal business operations of Customer and its Affiliates, up to the subscribed plan tier and Work Center count. Customer is responsible for its Affiliates' and Authorized Users' compliance with this Agreement.

The MACH Product(s) and any separate offerings, along with the features, add-ons, plan tier, and Work Center count available to Customer, are those identified on the applicable Order Form. Customer may subscribe to MACH Monitor only, MACH Schedule only, or MACH Complete; each includes Reporting & Analytics and the Hub. MACH Maintain is licensed separately, is not included in MACH Complete, and becomes part of the Service only if Customer subscribes to it. Subscribing to additional offerings may carry additional fees.

Kinetech may modify, enhance, or discontinue features of the Service from time to time, provided it does not materially reduce the core functionality of a product Customer is then paying for during the active subscription term.

Support and updates.

Kinetech will provide support for the Service as described in the applicable Order Form. During the subscription term, Kinetech will make available to Customer, at no additional charge, the updates and upgrades to the Service that Kinetech makes generally available, if and when they become available. Kinetech does not guarantee that any particular update, upgrade, or feature will be developed or released.

Service providers.

Kinetech may use third-party subcontractors and service providers (for example, cloud-infrastructure providers) to host and provide the Service. Kinetech remains responsible for their performance under this Agreement.

4. Software License (Edge Components and Kiosk App)

Subject to this Agreement, Kinetech grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the subscription term, to install and use the Software solely to access and use the Service for Customer's internal business operations.

This license applies to the Edge Components and the Kiosk App (to the extent installed on Customer's devices). The Software is licensed, not sold. Kinetech and its licensors retain all right, title, and interest in and to the Software. Customer receives only the rights expressly granted in this Agreement.

Updates: Kinetech may provide updates, patches, or new versions of the Software, which become part of the "Software" and are governed by this Agreement. Customer agrees to install updates to the Edge Components reasonably necessary for the secure operation of the Service.

5. Restrictions

Customer will not, and will not permit any Authorized User or third party to:

• rent, lease, lend, sell, sublicense, distribute, or act as a reseller, distributor, or service bureau for the Service or Software, or otherwise make it available to or use it for the benefit of any third party;
• use, access, or demonstrate the Service or Software to build or assist in building a competing product or service, to benchmark for a competitor, or in any other manner that competes with Kinetech;
• reverse engineer, decompile, or disassemble the Service or Software, or attempt to derive its source code, underlying ideas, or algorithms, except to the extent this restriction is prohibited by applicable law;
• copy, modify, translate, or create derivative works of any part of the Service or Software, except as expressly permitted;
• remove, alter, or obscure any proprietary or proprietary-rights notices in the Service, Software, or Documentation;
• circumvent or exceed the licensed plan tier, Work Center count, or any usage limits, or disable, bypass, or interfere with license-enforcement, authentication, privacy, or security features, or any measures used to restrict or control access to the Service;
• interfere with or disrupt the integrity, proper working, or performance of the Service, or any activities or data conducted or stored on it;
• use any robot, spider, scraper, or other automated or manual process to crawl, scrape, data-mine, index, or otherwise harvest content or information from the Service in an unauthorized manner, or to reproduce or circumvent its navigational structure or presentation;
• introduce, transmit, or store any virus or other malicious or harmful code, or probe, scan, or test the vulnerability of the Service without Kinetech's prior written consent;
• export, re-export, or transfer any software, technology, or information forming part of the Service or Software in violation of U.S. or other applicable export-control or sanctions laws; or
• use the Service to transmit or store unlawful, infringing, harassing, tortious, or defamatory material, unsolicited communications (spam), content for which Customer lacks sufficient rights, or any other material prohibited by applicable law or that violates a third party's rights.

Customer is responsible for all activity under its accounts.

6. Customer Data and Privacy

Ownership.

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. This Agreement does not transfer ownership of Customer Data to Kinetech.

License to operate.

Customer grants Kinetech a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and support the Service, to prevent or address technical or security issues, and as otherwise permitted in this Agreement.

Customer responsibilities.

Customer is responsible for the accuracy and legality of Customer Data and for having the rights necessary to provide it to the Service.

Security.

Kinetech will maintain a written information security program consistent with recognized industry standards, including administrative, technical, and physical safeguards reasonably designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or loss. The program will include business continuity and disaster-recovery measures, consistent with industry standards, that are designed to guard against the loss of Customer Data and to support its restoration. If Kinetech becomes aware of unauthorized access to, or loss of, Customer Data within its systems or facilities, Kinetech will notify Customer without undue delay, in accordance with Kinetech's incident-response policies and applicable law, with the timing and level of detail appropriate to the nature of the data and the event. No security program can ensure absolute security, and Kinetech does not warrant that Customer Data will remain free from all unauthorized access.

Service improvement.

Kinetech may use Customer Data to operate, maintain, secure, support, and improve the Service for Customer, including to improve Customer's own results and outputs.

De-identified data.

In addition, Kinetech may create and use De-identified Data to develop, improve, secure, and analyze the Service and Kinetech's products and machine-learning models. "De-identified Data" means data that has been aggregated and/or stripped of identifiers such that it cannot reasonably be used, alone or together with other information held by Kinetech, to identify Customer, any individual, or any of Customer's customers, and cannot be used to reconstruct Customer Data in identifiable form. Kinetech will not (a) disclose Customer Data in a form that identifies Customer to any third party, except as permitted in this Agreement; (b) use raw or identifiable Customer Data to train models or generate outputs that are made available to other customers; or (c) sell Customer Data or provide De-identified Data to third parties for those third parties' independent commercial purposes. Any models, analytics, or insights Kinetech derives using De-identified Data are owned by Kinetech, provided they do not expose Customer Data in identifiable form.

Return, export, and deletion of Customer Data.

During the subscription term and for thirty (30) days after termination or expiration, Kinetech will make Customer Data available for export in a commercially reasonable format. Following that period, and upon termination or expiration of this Agreement for any reason, Kinetech reserves the right to permanently and definitively delete the Customer Data, and may do so in the ordinary course, except for backups retained in the ordinary course or as required by law.

7. Confidentiality

Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") that is marked or should reasonably be understood to be confidential ("Confidential Information"). The Receiving Party will use the Confidential Information only to perform under this Agreement and will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care). Confidential Information does not include information that is or becomes public without breach, was already known to the Receiving Party, is independently developed, or is rightfully received from a third party. The Receiving Party may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted. Each party's confidentiality obligations continue for five (5) years after the relevant Confidential Information is disclosed, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

8. Intellectual Property

Kinetech and its licensors own and retain all right, title, and interest in and to the Service, the Software, the Documentation, and all related intellectual property, including all modifications and improvements. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer.

Feedback.

Customer and its Authorized Users may provide comments, suggestions, or ideas about the Service ("Feedback"), which Kinetech may use in its sole discretion. On behalf of itself and its Authorized Users, Customer grants Kinetech a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to use, modify, and incorporate the Feedback into Kinetech's products and services, without restriction or any obligation to Customer.

9. Fees, Taxes, and Payment

Subscription Fees.

Customer will pay the subscription fees set out in the applicable Order Form (the "Subscription Fees"). Subscription Fees are charged on a per-Work-Center basis according to the subscribed MACH Product(s) and plan tier, for each billing period stated on the Order Form. Unless the Order Form states otherwise, Subscription Fees are billed in advance, are quoted and payable in U.S. dollars, and are non-cancelable and non-refundable except as expressly provided in this Agreement.

Implementation and other services.

One-time setup, implementation, hardware procurement, or professional-services fees are separate from subscription fees and are described in the applicable Order Form or statement of work.

Changes in usage.

If Customer's usage exceeds its subscribed plan tier or Work Center count, Kinetech may invoice for the additional usage at the then-current rates.

Verification.

No more than once per year and on reasonable prior written notice, Kinetech may review Customer's relevant records and use of the Service to verify compliance with this Agreement, including the subscribed plan tier and Work Center count. If verification reveals usage beyond Customer's subscription, Kinetech may invoice for the excess at the then-current rates.

Taxes.

Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes on Kinetech's net income.

Late payment.

Undisputed amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and Kinetech may suspend the Service after reasonable notice for non-payment.

10. Term and Termination

Term.

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Unless the Order Form states otherwise, each subscription has an initial term of between twelve (12) and thirty-six (36) months, as specified on the applicable Order Form. After the initial term, the subscription automatically renews for successive renewal periods equal to the prior term, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Termination for cause.

Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice, except that the cure period for a failure to pay undisputed amounts when due is ten (10) days after written notice.

Suspension.

Kinetech may suspend Customer's access to the Service if Customer's use poses a security risk, may harm Kinetech's systems or other customers, or violates Section 5 (Restrictions), or for non-payment as described above.

Effect of termination.

On termination or expiration, Customer's rights to access the Service and use the Software end, and Customer will cease using and will promptly delete, de-install, or destroy all copies of the Software (including Edge Components) in its possession or control, and will certify such destruction on Kinetech's request. Sections that by their nature should survive — including those on Customer Data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, fees accrued, and general terms — survive termination.

11. Representations, Warranties, and Disclaimer

Mutual representations.

Each party represents and warrants that, as of the effective date and throughout the term: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the power and authority to enter into and perform this Agreement, and doing so does not conflict with or violate any law applicable to it or any other agreement binding on it; and (c) this Agreement, when accepted, is a valid and binding obligation enforceable against it in accordance with its terms.

Customer Data.

Customer represents and warrants that it has obtained and will maintain, throughout the term, all rights, consents, and permissions necessary for Customer to provide the Customer Data to Kinetech and for Kinetech to use it as contemplated by this Agreement.

Compliance with laws.

Customer will use the Service in accordance with all applicable laws, rules, and regulations.

Limited warranty.

Kinetech warrants that, during the subscription term, the Service will perform materially in accordance with the Documentation under normal use. As Customer's exclusive remedy for breach of this warranty, Kinetech will use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within a reasonable time, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused period.

Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE, SOFTWARE, AND HARDWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINETECH DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. KINETECH DOES NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, OR ERROR-FREE, OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS. THE SERVICE IS A DECISION-SUPPORT TOOL AND IS NOT A SUBSTITUTE FOR CUSTOMER'S INDEPENDENT JUDGMENT IN OPERATING ITS EQUIPMENT AND FACILITIES SAFELY.

AI and machine-learning features.

The Service may include features that use artificial intelligence or machine learning to generate schedules, recommendations, predictions, or other outputs. Kinetech does not warrant the accuracy, reliability, or completeness of any AI- or ML-generated output. Such outputs are provided to support, and not to replace, Customer's independent judgment, and Customer is responsible for reviewing them before relying on them to operate its equipment, facilities, or business.

12. Indemnification

By Kinetech.

Kinetech will defend Customer against any third-party claim alleging that the Service, used as permitted, infringes that third party's intellectual property rights, and will pay damages finally awarded (or amounts in a Kinetech-approved settlement). If the Service becomes, or Kinetech believes it may become, the subject of an infringement claim, Kinetech may, at its option, procure the right for Customer to continue using it, modify or replace it, or terminate the affected subscription and refund prepaid, unused fees. Kinetech has no obligation for claims arising from Customer Data, Customer's modifications, or use of the Service in violation of this Agreement.

By Customer.

Customer will defend Kinetech against any third-party claim arising from Customer Data or Customer's use of the Service in violation of this Agreement or applicable law, and will pay damages finally awarded (or amounts in a Customer-approved settlement).

Procedure.

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. This Section states each party's sole liability and exclusive remedy for third-party claims of the types described.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR REVENUE, LOSS OF DATA OR GOODWILL, INTERRUPTION OF SERVICE, PRODUCTION DOWNTIME, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF THE DAMAGES WERE FORESEEABLE OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, (C) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, AND (D) A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KINETECH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THESE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR CAUSE OF ACTION — WHETHER IN CONTRACT, WARRANTY, STATUTE, OR TORT (INCLUDING NEGLIGENCE) — AND EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE, AND THEY ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, IN THOSE JURISDICTIONS EACH PARTY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Hardware

Where Customer purchases or has Kinetech procure Hardware (such as edge devices, gateways, or sensors), title and risk of loss pass to Customer as stated in the applicable Order Form. Hardware is customer-owned. Kinetech provides no warranty for Hardware itself; Kinetech will pass through to Customer any applicable manufacturer warranties to the extent permitted. The Software running on Edge Components remains licensed under Section 4.

15. Professional Services

Kinetech may provide implementation, configuration, training, custom-development, and other professional services under one or more separate statements of work or Order Forms (each, an "SOW"). Each SOW is governed by this Agreement, which provides the master terms for the parties' relationship; in the event of a conflict between an SOW and the body of this Agreement, the SOW controls only for the specific matters it expressly addresses.

Ownership of deliverables, configurations, developments, and other materials created in performing the services ("Deliverables") is as set forth in the applicable SOW, and may vary by engagement depending on what is built and how it is used. Where an SOW assigns ownership of a Deliverable to Customer, Customer owns that Deliverable upon full payment, and Kinetech retains a non-exclusive, royalty-free, worldwide license to use that Deliverable to provide and improve the Service. Where an SOW does not specify ownership, Kinetech owns the Deliverable and makes it available to Customer for use as part of the Service under the licenses granted in this Agreement.

In all cases, and regardless of how ownership of a Deliverable is allocated: (a) each party retains ownership of its pre-existing materials and intellectual property; (b) Kinetech retains all right, title, and interest in and to the MACH platform and the Service, and to any tools, frameworks, methodologies, and general platform improvements, even if developed or refined while performing the services; and (c) Customer retains ownership of Customer Data as provided in Section 6.

Professional-services fees are separate from subscription fees and are set out in the applicable SOW or Order Form, as described in Section 9.

16. General

Governing law and venue.

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Bexar County, Texas. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Assignment.

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

Force majeure.

Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

Notices.

Notices must be in writing and sent to the contact identified on the Order Form or, for Kinetech, to sales@machmanufacturing.io (with a copy by mail to the address below).

Entire agreement; order of precedence.

This Agreement, together with any Order Forms and documents referenced in it, is the entire agreement between the parties on its subject matter and supersedes prior agreements. If there is a conflict, an Order Form controls over the body of this Agreement only for the specific terms it expressly addresses.

Amendments.

Kinetech may update this Agreement from time to time. Material changes will be communicated by reasonable means, and continued use of the Service after the effective date of an update constitutes acceptance. Any change to terms in a signed Order Form requires a written agreement signed by both parties.

Waiver and severability.

A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions stay in effect and the unenforceable provision will be limited to the minimum extent necessary.

Publicity.

Kinetech may identify Customer as a customer of Kinetech, both orally and in writing, including in Kinetech's promotional and marketing materials, customer lists, case studies, website, and similar communications, and may use Customer's name and logo for those purposes. Kinetech will use Customer's logo consistent with any reasonable brand-usage guidelines Customer provides in writing.

Independent contractors.

The parties are independent contractors; this Agreement creates no partnership, joint venture, or agency relationship.