MVP Product Notice
The Software is currently offered as a Minimum Viable Product (“MVP”) and contains a limited feature set. MROplan Corporation expects to continue developing the Software, including potential enhancements to maintenance features and future repair, operations, and ERP modules; however, no future functionality is included unless expressly made available by MROplan. Licensee acknowledges that certain anticipated features or modules may be unavailable, incomplete, or under development.
END USER LICENSE AGREEMENT (EULA)
Effective Date: 2025-01-01
This End User License Agreement governs access to and use of the MROplan.ai software platform provided by MROplan Corporation, doing business as MROplan.ai (“MROplan,” “we,” “us,” or “our”). By purchasing, accessing, using, or continuing to use the Platform, Licensee agrees to be bound by this Agreement.
1. Definitions
“Agreement” means this EULA, including any applicable Order Form and incorporated terms.
“Annual License” means a one-time paid, fixed twelve-month license.
“Applicable Trade Laws” means all applicable export-control, sanctions, embargo, anti-boycott, customs, import/export, anti-bribery, anti-corruption, anti-money-laundering, trade-control, restricted-party, and similar laws, regulations, orders, directives, and government requirements applicable to MROplan, Licensee, the Platform, Authorized Users, or related transactions.
“Authorized Country” means any country or territory that is not a Restricted Jurisdiction and where Platform access or use is not prohibited by Applicable Trade Laws, this Agreement, or MROplan policy.
“Authorized User” means a named user authorized by Licensee to access and use the Platform, provided such user is not a Restricted Party and is not located in, organized under the laws of, ordinarily resident in, owned or controlled by, acting on behalf of, or providing access for the benefit of a Restricted Jurisdiction, Restricted Party, or prohibited end user.
“Customer,” “Licensee,” “you,” or “your” means the individual, company, organization, or legal entity that purchases, accesses, or uses the Platform.
“International Use” means access to or use of the Platform outside the United States, Canada, or Mexico, or in connection with machines, facilities, operations, users, or data located outside those jurisdictions.
“License” means the limited right to access and use the Platform under this Agreement.
“Licensed Machine” means each machine, equipment item, production asset, or similar operating asset licensed for use on the Platform.
“MVP” means Minimum Viable Product.
“Order Form” means the document, invoice, checkout page, subscription interface, purchase confirmation, or other interface through which Licensee selects and pays for the applicable subscription, license plan, machine count, user access, or commercial terms.
“Platform” means the MROplan.ai software platform provided through web, mobile, or other interfaces.
“Prohibited End Use” means any use of the Platform or Platform output for, in support of, or in connection with military, defense, weapons, nuclear, missile, chemical or biological weapons, surveillance, intelligence, cyber-offensive, human-rights-abusive, sanctioned, restricted, unlawful, or otherwise prohibited activity, or any use requiring an export license, sanctions authorization, government approval, or special regulatory authorization unless expressly approved in writing by MROplan.
“Provisioning” means activation and access setup through MROplan’s identity, access management, or authentication systems after contract execution, purchase, or payment.
“Restricted Jurisdiction” means any country, region, territory, or jurisdiction where access to or use of the Platform is prohibited, restricted, embargoed, sanctioned, or otherwise not approved under Applicable Trade Laws, this Agreement, or MROplan policy. As of the Effective Date, Restricted Jurisdictions include, without limitation: Cuba; Iran; North Korea; Russia; Belarus; Syria; Crimea; the so-called Donetsk People’s Republic region of Ukraine; the so-called Luhansk People’s Republic region of Ukraine; any other region of Ukraine or territory subject to comprehensive sanctions, embargoes, or similar trade restrictions; and any jurisdiction later subject to comprehensive sanctions, embargoes, export-control restrictions, service restrictions, cloud-service restrictions, software restrictions, or similar prohibitions. MROplan may update, interpret, expand, or apply this list at any time based on Applicable Trade Laws, sanctions, export controls, restricted-party designations, government guidance, payment limitations, cybersecurity risk, operational risk, or compliance policy.
“Restricted Party” means any person, entity, organization, vessel, government, agency, or other party listed, designated, sanctioned, blocked, denied, debarred, restricted, owned or controlled by, acting for or on behalf of, or otherwise associated with any party subject to restrictions under Applicable Trade Laws, including lists maintained by the United States, Canada, the United Kingdom, the European Union, the United Nations, or any other applicable authority.
“Subscription Term” means the period covered by Licensee’s selected license plan.
“User” means any individual who accesses or uses the Platform under a valid License.
2. License Grant and Access
2.1 Limited License
Subject to compliance with this Agreement and timely payment of all fees, MROplan grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for Licensee’s internal business purposes and within the purchased License scope.
The License is based on the selected package, number of Licensed Machines, Subscription Term, usage limits, and restrictions in this Agreement or the applicable Order Form.
2.2 Internal Business Use Only
The Platform may be used only for Licensee’s internal business purposes. Licensee may not resell, sublicense, rent, lease, distribute, commercially exploit, or make the Platform available to any third party except as expressly permitted in writing by MROplan.
2.3 Access Provisioning
Upon execution of the License or completion of payment, MROplan will provision access credentials. Provisioning constitutes full delivery of the licensed rights.
The Platform is hosted using infrastructure selected solely by MROplan. MROplan may modify, replace, suspend, migrate, or reconfigure authentication systems, infrastructure, hosting providers, security mechanisms, or technical architecture at any time, with or without notice and without liability.
No specific infrastructure, isolation model, availability level, hosting environment, data location, security configuration, or technical architecture is guaranteed unless expressly agreed in a separate written agreement signed by MROplan.
2.4 No Service Relationship
The Platform is licensed software access. It is not a managed service, outsourcing arrangement, custodial service, operational support service, maintenance service, engineering service, professional service, consulting service, safety service, or regulated compliance service.
Nothing in this Agreement creates a service relationship, fiduciary relationship, agency relationship, partnership, joint venture, or ongoing performance obligation. The Platform is provided strictly on an “as is” and “as available” basis.
3. License Options, Billing, and Machine Count
3.1 License Options
Licensee may choose from the following license structures:
A. Annual Commitment, One-Time Payment
Licensee is purchasing a noncancelable, nonrefundable, fixed-term twelve-month license. Payment is due in full at contract execution or purchase, and the payment obligation is for the entire Annual License term.
B. Monthly Commitment
Licensee is purchasing a month-to-month license. The monthly license may be canceled before the next monthly billing cycle. Access terminates at the end of the current paid month. No refunds or prorated credits are issued for early termination within a billing cycle.
3.2 Reductions in Machine Count
Once payment for a Subscription Term is made, the License must run to completion before any reduction in Licensed Machines may be reflected in billing. No prorated discounts, rebates, credits, or refunds will be provided for mid-cycle reductions.
Annual Plan reductions apply only to the following Annual Subscription Term. Monthly Plan reductions apply only to the following Monthly Subscription Term.
3.3 Increases in Machine Count
Any increase in Licensed Machines during a paid cycle requires immediate payment of prorated fees for the remainder of the cycle before access to additional machines is granted.
Such increases are noncancelable through the remainder of the current cycle and will adjust the ongoing subscription fee. If payment is not completed, the subscription reverts to the level reflected in the most recently completed payment, and the increase request may remain pending until payment is completed.
3.4 Monthly-to-Annual Plan Conversions
Licensee may convert from a Monthly Plan to an Annual Plan only if the Annual Plan has the same or greater number of Licensed Machines as the active Monthly Plan.
If converted with the same number of Licensed Machines:
The Monthly Plan remains active through the current billing cycle.
The Annual Plan may become operationally active immediately.
No prorated invoice is issued for the remaining Monthly Term.
Annual billing begins with the next billing cycle.
The Subscription Term reflects the Annual Plan duration.
If converted with an increase in Licensed Machines:
A prorated invoice is issued for the difference based on the upgraded machine count.
Additional machine access is granted only after successful payment.
The new Annual Plan may become active immediately, and the previous Monthly Plan may be deactivated.
Annual billing begins with the next billing cycle.
If payment fails, the subscription reverts to the most recently paid Monthly Plan, and additional machine access is denied until payment is received.
3.5 Prohibited Plan Conversions
Licensee may not convert from a Monthly Plan to an Annual Plan while reducing the number of Licensed Machines. Annual Plans may not be converted to Monthly Plans during the Annual Subscription Term.
3.6 Nonrefundable Payments
Annual License payments are noncancelable and nonrefundable regardless of actual usage, termination, lack of use, dissatisfaction, business change, implementation status, or any other reason. No refunds, rebates, or credits will be issued except where required by law or expressly agreed in writing by MROplan.
4. Usage Limits and Fair Use
4.1 Storage Allocation
Each Licensed Machine includes up to 3 GB of document storage, inclusive of manuals, logs, and related files. Excess storage may be restricted, archived, deleted, throttled, or subject to additional fees in increments determined by MROplan.
4.2 AI Compute and Event Allocation
Each Licensed Machine includes up to 250 AI-generated maintenance events per month. Excess events may be subject to additional fees, throttling, queuing, restriction, or deferral until the next subscription cycle.
4.3 Fair Use and Abuse Prevention
Licensee shall use the Platform consistent with normal system use. MROplan may impose reasonable limits on storage, compute, event generation, data processing, uploads, downloads, API usage, automation, or other resources if usage threatens system performance, security, stability, cost structure, availability, or other users’ experience.
4.4 Usage Audits
MROplan may audit Licensee’s usage for compliance with machine count, user count, usage limits, permitted features, billing scope, and licensing restrictions. Licensee agrees to cooperate with reasonable audit requests. Violations may result in suspension, restriction, additional fees, or termination.
4.5 Future Adjustments
MROplan may adjust usage limits, pricing, packaging, machine allocations, compute allocations, storage allocations, or other resource limits in future Platform versions. Customers will be notified in advance of material changes where required by this Agreement or applicable law.
5. MVP Status; Product Changes
5.1 MVP Status
Licensee acknowledges that the Platform is an evolving MVP product and may contain errors, defects, limitations, incomplete functionality, unavailable features, unfinished workflows, experimental functionality, and changing product behavior.
Licensee further acknowledges that anticipated features, modules, integrations, reports, analytics, automations, repair functions, operations functions, ERP functions, or other future capabilities may be unavailable, incomplete, experimental, discontinued, or under development.
5.2 Right to Modify or Discontinue
MROplan may modify, enhance, restrict, suspend, remove, replace, discontinue, or change any feature, functionality, integration, module, workflow, report, interface, output, or the entire Platform at any time, with or without notice and without liability.
No continuity of features, compatibility, integrations, user interface, workflows, reports, automations, AI outputs, or functionality is guaranteed.
5.3 No Future Functionality Commitment
No roadmap, sales statement, demonstration, product description, investor material, marketing statement, or discussion of future functionality creates any binding obligation unless expressly included in a signed written agreement by MROplan.
6. Performance Obligations and Support
6.1 Delivery of Licensed Access
MROplan’s obligations are fully satisfied upon provisioning of access credentials. No additional obligations arise from Licensee’s continued use of the Platform.
6.2 No Support or Implementation Obligation
No implementation, configuration, onboarding, training, uptime, support, monitoring, maintenance, professional services, customer-success commitments, customization, migration, integration, consulting, or operational guarantees are provided unless expressly agreed in a separate written agreement signed by MROplan.
6.3 No Uptime Commitment; No SLA
MROplan does not guarantee that the Platform will be available at any particular time or for any minimum duration.
No uptime percentage, response time, availability metric, maintenance window, backup guarantee, recovery time objective, recovery point objective, disaster-recovery obligation, support response time, issue-resolution time, or SLA is provided or implied. The absence of uptime or availability commitments reflects that the Platform is licensed software access, not a service offering.
6.4 No Ongoing Obligations
MROplan is not obligated to provide patches, updates, upgrades, error correction, support, data retention, backup services, regulatory compliance assurance, business continuity services, localization, local-language support, country-specific functionality, or jurisdiction-specific certification unless expressly agreed in writing.
7. Output Validation; No Operational Reliance
7.1 Informational Outputs Only
The Platform may generate maintenance plans, schedules, task lists, frequencies, reports, documentation, recommendations, or other outputs based on uploaded documentation, user inputs, machine data, manuals, logs, or other information. All outputs are informational only.
7.2 Licensee Responsibility
Licensee is solely responsible for independently reviewing, validating, approving, testing, adapting, and confirming all outputs before operational use.
MROplan makes no representation or warranty that any output is accurate, complete, reliable, safe, OEM-compliant, regulatory-compliant, appropriate for a specific machine or facility, suitable for operational deployment, or compliant with any local, national, international, industry-specific, workplace-safety, industrial, insurance, regulatory, or legal requirement.
7.3 No Mission-Critical or Safety-Critical Reliance
The Platform is not intended for mission-critical, safety-critical, life-safety, regulated, emergency, high-risk, or regulatory-dependent decision-making without independent professional review.
Licensee must not rely on Platform outputs as a substitute for qualified maintenance personnel, engineering review, OEM guidance, professional judgment, workplace-safety procedures, regulatory review, or legally required compliance activities.
8. Data Privacy, Security, and Control
8.1 User Control and Isolation
Licensee’s account and data are logically isolated from other customers. Access is authenticated and authorized through secure identity and access management architecture. Each user account is persistent and role-based, controlled by Licensee’s organization.
8.2 Privacy and Security
MROplan uses commercially reasonable efforts to protect Licensee data and privacy. Access credentials are provisioned securely. Licensee retains control of its organization’s data and user permissions.
8.3 Data Ownership
All data uploaded to the Platform by Licensee or its users remains Licensee’s property.
MROplan will not access or use Licensee data except to provide, maintain, secure, improve, troubleshoot, administer, or support the Platform; comply with law; enforce this Agreement; prevent misuse; or as otherwise permitted by Licensee.
8.4 Backup and Security Practices
MROplan follows commercially reasonable backup and security practices, which may include encryption in transit and at rest. Unless expressly agreed in writing, MROplan does not guarantee backup availability, recovery time, recovery point, uninterrupted data retention, data restoration, data residency, or business continuity.
8.5 Security Incidents
In the event of a data breach affecting Licensee data, MROplan will notify affected parties in accordance with applicable law.
8.6 Data Export and Post-Termination Handling
Upon termination or expiration, Licensee data will be retained for thirty days, after which it may be permanently deleted unless retention is required by law or MROplan’s internal compliance obligations.
Licensee may request export of its data during the retention period. MROplan is not liable for data loss resulting from Licensee’s failure to request export within that period.
8.7 International Data and Data Residency
Licensee acknowledges that Platform use may involve cross-border transmission, processing, hosting, storage, or access. Unless expressly agreed in writing, MROplan does not provide country-specific data residency, localization, sovereign-cloud, or jurisdiction-specific privacy compliance assurances.
Licensee is solely responsible for determining whether Platform use complies with applicable privacy, data-protection, employment, industrial, workplace, customer, machine-data, and cross-border transfer laws in the jurisdictions where Licensee operates or where users access the Platform.
9. Intellectual Property
9.1 MROplan Ownership
All rights, title, and interest in and to the Platform, including software, technology, code, architecture, workflows, interfaces, AI logic, prompts, models, configurations, algorithms, designs, documentation, improvements, updates, modifications, derivative works, know-how, trade secrets, trademarks, and intellectual property rights, remain exclusively with MROplan.
Licensee receives only the limited rights expressly stated in this Agreement.
9.2 No Transfer of Ownership
Nothing in this Agreement transfers ownership of the Platform, MROplan intellectual property, software, technology, or related rights to Licensee.
9.3 Feedback
If Licensee provides feedback, suggestions, ideas, requests, recommendations, bug reports, or proposed improvements, MROplan may use them without restriction or compensation.
10. Global Access, Export Control, Sanctions, and Restricted Jurisdictions
10.1 Global Access; Authorized Countries
Subject to this Agreement, timely payment, and compliance with Applicable Trade Laws, the Platform may be accessed and used globally by Licensee and Authorized Users in Authorized Countries. MROplan’s primary supported commercial geographies are Canada, the United States, and Mexico, and the Platform may also be made available in other Authorized Countries, including the United Arab Emirates, where permitted by Applicable Trade Laws and MROplan policy.
The Platform may not be accessed or used in, from, for the benefit of, or in connection with any Restricted Jurisdiction, Restricted Party, or Prohibited End Use.
MROplan does not represent that the Platform is available, approved, certified, compliant, lawful, localized, or supported in every country or jurisdiction. Availability remains subject to Applicable Trade Laws, local law, payment-processing availability, technical feasibility, security, data-protection requirements, and MROplan policy.
10.2 Restricted Jurisdictions
Licensee shall not access, use, export, re-export, transfer, disclose, supply, sell, resell, sublicense, provide, route, host, process, transmit, or make available the Platform, Platform output, or related technology, directly or indirectly, in or to any Restricted Jurisdiction.
Licensee shall not permit any Authorized User, affiliate, contractor, customer, reseller, distributor, representative, agent, or third party to access or use the Platform from, in, or for the benefit of any Restricted Jurisdiction.
Restricted Jurisdictions currently include Cuba, Iran, North Korea, Russia, Belarus, Syria, Crimea, the so-called Donetsk People’s Republic region of Ukraine, the so-called Luhansk People’s Republic region of Ukraine, and any other country, region, territory, or jurisdiction subject to applicable comprehensive sanctions, embargoes, software-service restrictions, cloud-service restrictions, export-control restrictions, or similar prohibitions.
MROplan may block, restrict, suspend, geofence, or terminate access from any Restricted Jurisdiction or any location, network, IP address, billing address, user account, domain, payment method, or access pattern that MROplan believes may involve a Restricted Jurisdiction, Restricted Party, Prohibited End Use, sanctions risk, export-control risk, cybersecurity risk, legal risk, regulatory risk, operational risk, or reputational risk.
10.3 Restricted Parties
Licensee represents, warrants, and covenants that neither Licensee nor any Authorized User is:
a Restricted Party;
located in, organized under the laws of, ordinarily resident in, or operating from a Restricted Jurisdiction;
owned or controlled by, acting for, or acting on behalf of a Restricted Party;
providing access to or using the Platform for the benefit of a Restricted Party or Restricted Jurisdiction;
subject to sanctions, blocking, denial, debarment, export restrictions, import restrictions, or similar limitations; or
prohibited from receiving, accessing, using, purchasing, or benefiting from the Platform under Applicable Trade Laws.
Licensee shall immediately notify MROplan if Licensee or any Authorized User becomes subject to trade, sanctions, export-control, or legal restrictions affecting Platform use.
10.4 Export Control and Sanctions Compliance
Licensee shall comply with all Applicable Trade Laws and shall not access, use, export, re-export, transfer, disclose, supply, sell, resell, sublicense, provide, route, host, process, transmit, or make available the Platform, Platform output, or related technology in violation of such laws.
Licensee shall not use the Platform in any manner that would cause MROplan, Licensee, any Authorized User, or any third party to violate Applicable Trade Laws.
Licensee acknowledges that the Platform may include encryption, authentication, cybersecurity, cloud, AI, automation, documentation-processing, or other functionality subject to export-control, sanctions, or regulatory requirements. Licensee is solely responsible for ensuring compliance in all relevant jurisdictions.
10.5 Prohibited End Uses
Licensee shall not use the Platform or Platform output for any Prohibited End Use, including use in support of:
military, defense, weapons, ammunition, or battlefield use;
nuclear facilities, materials, technology, or weapons;
missiles, rockets, unmanned aerial systems, or military/surveillance drones;
chemical or biological weapons;
intelligence, surveillance, facial recognition, biometric identification, cyber-offensive, spyware, malware, intrusion, or unlawful monitoring activities;
human-rights-abusive activity;
sanctioned, embargoed, restricted, or prohibited activity;
oil, gas, energy, mining, aerospace, semiconductor, telecommunications, or critical-infrastructure activity connected to a Restricted Jurisdiction or Restricted Party;
government, state-owned enterprise, defense contractor, military contractor, or public-sector use creating sanctions, export-control, procurement, data, security, or regulatory risk; or
any activity requiring an export license, sanctions authorization, government approval, or special regulatory authorization unless expressly approved in writing by MROplan.
MROplan may require additional diligence, written approval, contractual protections, technical controls, or legal review before permitting access for aerospace, defense, nuclear, government, state-owned enterprise, critical infrastructure, oil and gas, semiconductor, telecommunications, cybersecurity, surveillance, or other sensitive uses.
10.6 Controlled Data and Sensitive Data Restrictions
Licensee shall not upload, store, process, transmit, disclose, or make available through the Platform any of the following unless expressly authorized in a separate written agreement signed by MROplan:
classified information;
Controlled Unclassified Information;
ITAR-controlled technical data;
EAR-controlled technical data requiring restricted handling;
defense technical information;
government-restricted data;
nuclear, weapons, missile, military, or intelligence-related technical data;
sensitive facility-security information;
export-controlled drawings, specifications, manuals, diagrams, schematics, or procedures;
regulated health information;
payment-card data;
biometric data;
special-category personal data;
data requiring local data residency or sovereign-cloud treatment; or
any other data requiring safeguards not expressly agreed to by MROplan in writing.
Licensee is solely responsible for reviewing all data before upload and ensuring that it may lawfully be uploaded, processed, stored, accessed, transferred, and used through the Platform.
10.7 International Use; Local-Law Responsibility
Licensee is solely responsible for determining whether Platform access and use is lawful, appropriate, safe, and compliant in each jurisdiction, facility, machine environment, industry, and operating context.
MROplan does not provide local legal, regulatory, tax, customs, privacy, data-protection, employment, workplace-safety, industrial, maintenance, engineering, inspection, certification, or compliance advice.
Unless expressly agreed in writing, MROplan does not provide local-language support, country-specific implementation, local regulatory certification, tax or invoicing compliance, employment-law compliance, workplace-safety compliance, maintenance-standard compliance, industrial certification, data-residency commitments, sovereign-cloud commitments, local hosting commitments, jurisdiction-specific compliance assurances, or local legal-compliance determinations.
10.8 Anti-Circumvention
Licensee shall not use VPNs, proxies, anonymizers, false registration or billing information, misleading ownership information, indirect access arrangements, shared credentials, reseller pass-through access, affiliate access, third-party access, or any method to conceal or misrepresent identity, location, ownership, control, intended use, end user, or jurisdiction.
MROplan may suspend or terminate access if it believes Licensee or any Authorized User is attempting to circumvent Restricted Jurisdiction, Restricted Party, Prohibited End Use, billing, compliance, security, export-control, sanctions, or access restrictions.
10.9 Resellers, Affiliates, Contractors, and Third-Party Access
Licensee may not resell, sublicense, distribute, provide, assign, transfer, share, or make the Platform available to any third party, affiliate, contractor, customer, reseller, distributor, representative, agent, government entity, state-owned enterprise, or external user without MROplan’s prior written approval.
Any approved third-party access must comply with this Agreement, Applicable Trade Laws, MROplan’s sanctions and export-control requirements, anti-bribery and anti-corruption requirements, Restricted Jurisdiction restrictions, Restricted Party restrictions, Prohibited End Use restrictions, and any additional terms required by MROplan.
Licensee remains responsible for all access through Licensee.
10.10 Screening, Verification, and Cooperation
MROplan may require information reasonably necessary to verify compliance, including legal company name, country of incorporation, registered address, operating countries, billing country, tax information, beneficial ownership, parent company, industry, intended use, user locations, facility locations, data types, end users, end customers, affiliates, resellers, contractors, third-party users, and any government, military, defense, state-owned enterprise, Restricted Jurisdiction, Restricted Party, or sensitive-industry connection.
MROplan may delay, deny, suspend, restrict, or terminate provisioning or access if Licensee fails to provide requested information or if MROplan determines that access may create legal, sanctions, export-control, privacy, security, operational, reputational, or business risk.
10.11 Right to Suspend, Block, or Terminate for Compliance Risk
MROplan may immediately suspend, block, geofence, restrict, or terminate access, without liability, refund, credit, or prior notice, if MROplan determines or reasonably suspects that:
Licensee or any Authorized User has violated this Agreement;
access or use involves a Restricted Jurisdiction, Restricted Party, or Prohibited End Use;
access or use violates or may violate Applicable Trade Laws;
Licensee provided inaccurate, incomplete, or misleading compliance information;
Licensee attempted to circumvent access, geoblocking, sanctions, export, billing, or security controls;
continued access creates legal, regulatory, sanctions, export-control, privacy, cybersecurity, operational, reputational, or business risk; or
suspension, restriction, or termination is required or advisable under law, government guidance, payment-processor rules, infrastructure-provider requirements, or MROplan policy.
10.12 Customer Certification
By accessing, using, purchasing, or continuing to use the Platform, Licensee certifies that Licensee has reviewed and will comply with this Agreement; is not a Restricted Party; is not located in, organized under the laws of, ordinarily resident in, owned or controlled by, acting on behalf of, or providing access for the benefit of a Restricted Jurisdiction or Restricted Party; will not permit access from any Restricted Jurisdiction; will not make the Platform available to any Restricted Party; will not use the Platform for any Prohibited End Use; will not upload prohibited controlled data or sensitive data unless authorized in writing by MROplan; and will promptly notify MROplan of any change affecting these certifications.
11. Compliance, Usage Restrictions, and Acceptable Use
11.1 General Compliance
Licensee agrees to comply with all applicable laws and regulations relating to Platform access and use, including laws applicable to Licensee’s business, users, machines, facilities, uploaded data, and operating environment.
11.2 Acceptable Use Restrictions
Licensee and its Authorized Users may not:
Use the Platform for any unlawful, unauthorized, fraudulent, deceptive, abusive, or malicious purpose.
Use the Platform in violation of law, sanctions, export controls, privacy laws, data-protection laws, workplace laws, or industrial regulations.
Interfere with, disrupt, degrade, overload, or compromise Platform integrity, performance, security, or availability.
Access or use data not intended for Licensee or its organization.
Introduce worms, viruses, malware, ransomware, spyware, or harmful material.
Reverse engineer, decompile, disassemble, copy, scrape, crawl, benchmark, probe, scan, or derive source code, architecture, prompts, workflows, models, or underlying technology from the Platform.
Circumvent subscription limits, machine counts, user counts, usage limits, feature limits, billing controls, security controls, authentication systems, or licensing scope.
Resell, sublicense, rent, lease, distribute, or make the Platform available to third parties without MROplan’s prior written consent.
Use the Platform to build, train, benchmark, or improve a competing product or service.
Use the Platform in a way that could damage MROplan, users, customers, third parties, systems, or networks.
11.3 Customer Responsibility for Users
Licensee is responsible for ensuring that Authorized Users comply with this Agreement and is responsible for all activity under its account and credentials.
12. Term and Termination
12.1 Term
For Annual Commitment plans, this Agreement remains in effect for twelve months from the provisioning date unless terminated earlier under this Agreement.
For Monthly Commitment plans, this Agreement renews monthly until terminated by either party in accordance with this Agreement.
12.2 Termination for Cause
MROplan may suspend or terminate access if Licensee or any Authorized User breaches this Agreement, fails to pay amounts due, violates law, exceeds permitted usage, misuses the Platform, creates security, legal, or regulatory risk, or acts in a manner MROplan determines may harm MROplan, the Platform, users, or third parties.
No refunds will be issued upon termination for cause. Annual License payments are nonrefundable regardless of the reason for termination.
12.3 Termination for Convenience: Monthly Plan Only
Monthly Plan customers may terminate for any reason by providing at least five days’ written notice before the end of the current billing cycle. Access terminates at the end of the current paid month. No refunds or prorated credits will be issued for the current month.
12.4 No Termination for Convenience: Annual Plan
Annual Plan customers may not terminate for convenience during the Annual Subscription Term. Annual License payments are noncancelable and nonrefundable.
12.5 Suspension for Non-Payment
MROplan may suspend, restrict, or terminate access in the event of failed, late, disputed, reversed, or incomplete payments. A late fee of 1.5% per month, or the maximum amount allowed by law if lower, may be charged on overdue balances. Reinstatement may be subject to additional fees.
12.6 Effect of Termination
Upon termination or expiration:
Licensee’s right to access and use the Platform ceases.
MROplan may suspend or disable access credentials.
Licensee remains responsible for all fees accrued or payable before termination.
Data retention and export rights will be handled under this Agreement.
Provisions that by their nature should survive will survive, including intellectual property, payment obligations, disclaimers, indemnification, liability limits, compliance obligations, dispute resolution, and general terms.
13. Disclaimers
13.1 As-Is and As-Available
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
13.2 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MROPLAN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, PERFORMANCE, COMPLIANCE, AND ERROR-FREE OPERATION.
13.3 No Operational Warranty
MROplan does not warrant that the Platform, outputs, recommendations, plans, schedules, reports, or documentation will be accurate, complete, safe, compliant, available, uninterrupted, error-free, suitable for operational use, or suitable for any machine, facility, jurisdiction, industry, or regulatory purpose.
13.4 No Legal, Regulatory, Maintenance, or Engineering Advice
The Platform does not provide legal, regulatory, engineering, professional maintenance, safety, compliance, accounting, tax, insurance, or other professional advice. Licensee is solely responsible for obtaining appropriate professional review before relying on any Platform output.
14. Indemnification
Licensee agrees to indemnify, defend, and hold harmless MROplan and its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorney’s fees, arising out of or relating to:
Licensee’s or its users’ access to or use of the Platform.
Violation of this Agreement.
Misuse of the Platform.
Licensee data or uploaded materials.
Operational use of Platform outputs.
Maintenance, safety, workplace, industrial, regulatory, or compliance decisions made by Licensee.
Violation of law, sanctions, export controls, privacy laws, data-protection laws, or jurisdiction-specific requirements.
Claims by Licensee’s customers, employees, contractors, users, regulators, or third parties arising from Licensee’s use of the Platform.
15. Limitation of Liability
15.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MROPLAN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, DATA CORRUPTION, BUSINESS INTERRUPTION, MACHINE DOWNTIME, PRODUCTION DELAY, OPERATIONAL FAILURE, REGULATORY PENALTY, SAFETY INCIDENT, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MROPLAN’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE TO MROPLAN IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Basis of Bargain
The liability limitations are fundamental elements of the bargain and apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise.
16. Modifications to Terms, Platform, and Pricing
MROplan may modify this Agreement, the Platform, packaging, features, usage limits, and pricing at any time.
Material changes will be communicated through the Platform, dashboard, registered email, invoice, Order Form, or other reasonable notice method at least fifteen days before implementation where commercially reasonable or legally required.
Continued use after notice constitutes acceptance. Licensee may terminate a Monthly Plan before the effective date if Licensee does not accept the changes. Annual Plan obligations remain noncancelable and nonrefundable except where required by law or expressly agreed in writing by MROplan.
17. Order of Precedence
If this Agreement conflicts with any related document, including a Privacy Policy, Acceptable Use Policy, Data Processing Addendum, SLA, Order Form, invoice, product description, website statement, or support communication, this Agreement controls unless the other document expressly states that it supersedes this Agreement and is signed by an authorized MROplan representative.
If an executed Order Form directly conflicts with this Agreement, the Order Form controls only as to the specific conflicting commercial terms expressly stated in that Order Form.
18. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
Any disputes arising from or relating to this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.
The parties waive any right to a jury trial.
Before initiating formal legal proceedings, the parties will first attempt to resolve the dispute informally. If no resolution is achieved within thirty days after written notice, either party may pursue resolution in the designated courts.
19. Force Majeure
MROplan is not liable for failure or delay due to circumstances beyond its reasonable control, including acts of God, natural disasters, internet outages, cloud-provider failures, cyberattacks, labor disputes, supply-chain disruptions, government actions, sanctions, war, terrorism, civil unrest, regulatory changes, power failures, third-party service failures, or similar events.
20. Notices
Notices shall be delivered in writing by email to Licensee’s registered address, through the Platform, through Licensee’s dashboard, or through another reasonable electronic method.
Notices are deemed effective on the date sent unless a later date is stated or required by law. Licensee is responsible for maintaining accurate account and contact information.
21. Assignment
Licensee may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations without MROplan’s prior written consent.
MROplan may assign, transfer, or delegate this Agreement in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or transfer of business operations.
22. Entire Agreement and Severability
This Agreement, including any applicable Order Form and incorporated terms, constitutes the full and final understanding between the parties regarding the Platform and supersedes all prior or contemporaneous discussions, proposals, representations, marketing materials, demonstrations, understandings, or agreements relating to the Platform.
If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect.
23. General Terms
Payment for any License constitutes acceptance of this Agreement.
Failure by MROplan to enforce any provision does not waive that provision or any other provision. No waiver is effective unless in writing and signed by an authorized MROplan representative.
Headings are for convenience only and do not affect interpretation.
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship.
BY USING MROPLAN, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.