"Assets" means any assets owned, managed, or operated by Client, including but not limited to industrial equipment, facilities, fleet vehicles, infrastructure, and related systems.

"Asset Data" means data related to Assets and their condition, operation, performance, risk, maintenance, lifecycle, diagnostics, and investment planning attributes used for CAPEX/OPEX decision support.

"Services" means hosting, support, system administration and related services provided by Provider.

"Software" means Provider's proprietary software platform, including Decision-APM.

"Subscription Term" means the period during which Services and access to the Software are provided to Client.

"User(s)" means individuals authorized by Client to use the Software.

Grant of Rights. Provider grants Client a limited, non-exclusive, non-transferable right to access and use the Software during the Subscription Term, solely for Client's internal business operations.

Cloud-based Access. Client acknowledges that the Software is delivered as a cloud service and is not installed on Client-owned servers.

Unauthorized Use. Client shall not sell, sublicense, reverse engineer, copy, or otherwise misuse the Software or Services.

Initial Term. This Agreement becomes effective on the Effective Date stated in the applicable ordering or billing document.

Renewal. Renewal terms and notice periods are defined in the applicable ordering document, quote, or invoice agreement between Provider and Client.

Termination for Breach. Either party may terminate this Agreement for material breach if the breach is not cured within the notice period agreed in writing.

Effect of Termination. Upon termination, Client's access rights end and Provider will make Client data available for export during a reasonable post-termination period.

Client shall pay the subscription fees agreed in the applicable ordering document, quote, or invoice.

No In-Software Payment Processing. Decision-APM does not process subscription payments inside the Software. Payments are managed separately through invoices and external billing workflows.

Any taxes, duties, or similar charges are the responsibility of Client unless otherwise required by law.

Specific due dates, late payment terms, and any additional commercial conditions shall be set out in invoices or written commercial agreements between Provider and Client.

Provider retains all right, title, and interest in and to the Software, Services, and related intellectual property.

Client retains ownership of Client data, except for anonymized and aggregated data that may be used by Provider to improve the Services in accordance with applicable law and this Agreement.

Confidential Information. For purposes of this Agreement, "Confidential Information" means (i) information that is confidential or proprietary to either party and disclosed verbally, electronically, visually, or in writing; (ii) pricing and commercial terms under this Agreement; and (iii) Asset Data uploaded to the Software.

Exclusions. Confidential Information excludes information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) is rightfully known by the receiving party without restriction from a third party; (iii) is independently developed without use of Confidential Information; (iv) is approved for disclosure in writing by the disclosing party; or (v) is required to be disclosed by law, provided that the receiving party gives notice where legally permitted and reasonably cooperates to limit disclosure.

Non-Disclosure. During the term of this Agreement and for three (3) years thereafter, each party shall protect the other party's Confidential Information using at least reasonable care, use such information only as permitted under this Agreement, and disclose it only to personnel with a need to know and appropriate confidentiality obligations.

Provider will use commercially reasonable efforts to provide access to the Software and to maintain service continuity.

Client acknowledges that maintenance, upgrades, or third-party infrastructure issues may cause temporary service interruptions.

Mutual Warranties. Each party represents and warrants that it has the right and authority to enter into this Agreement, and that doing so does not violate any other binding obligation.

Compliance with Laws. Each party shall comply with laws and regulations applicable to its performance under this Agreement, including applicable privacy and intellectual property laws.

Limited Warranty. Provider will use commercially reasonable efforts, consistent with prevailing industry standards, to provide and maintain the Services in a professional and workmanlike manner and to minimize errors and interruptions.

Remedies. If Services fail to conform to the limited warranty, Client's exclusive remedy is for Provider to re-perform or correct the affected Services within a commercially reasonable period.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Client Acknowledgements. Client is responsible for use of the Software by its Users and for the legality, accuracy, and integrity of Client Content uploaded to the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

By Provider. Provider will defend Client against third-party claims alleging that the Software infringes valid intellectual property rights, and will pay final damages awarded or approved in settlement, subject to prompt notice, Provider control of defense, and Client cooperation.

By Client. Client will defend, indemnify, and hold harmless Provider against third-party claims arising from Client Content, Client's use of the Services in breach of this Agreement, or Client's violation of applicable law.

Trial Period. Unless otherwise agreed in writing, trial access may be provided for up to three (3) months, on an "as is" basis.

Assignment. Client may not assign this Agreement without Provider's prior written consent, except where required by law.

Notices. Legal notices under this Agreement must be made in writing to the addresses designated by each party in the applicable ordering documents or invoice records.

Governing Law and Venue. Governing law and venue are as stated in the applicable ordering document or separate written agreement.

Dispute Resolution. Where agreed in an applicable ordering document, disputes may be subject to binding arbitration under the rules identified therein.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Entire Agreement; Modification. This Agreement, together with applicable ordering documents and invoices, constitutes the full agreement between the parties regarding the Services. Provider may update this Agreement by posting a revised version and indicating the effective date.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Waiver. A waiver of any breach is not a waiver of any other breach and must be in writing.

Audit Rights. Provider may audit Client's use of the Software and Services for compliance with this Agreement, provided such audit does not unreasonably interfere with normal business operations.