END USER LICENSE AGREEMENT (EULA)

Effective Date: 2025-01-01

DEFINITIONS

"Admin User" means a user designated by you with permissions to manage settings, access, and users for your organization.

"Annual License" refers to a one-time paid, fixed 12-month license.

"Authorized User" means a named user authorized by you to access and use the Platform.

"License" means the right to access and use the Platform under the terms of this Agreement.

"Order Form" means the document or digital interface used to select and activate your subscription and assign users.

"Platform" refers to the MROplan.ai software services provided through web or mobile interfaces. "License" means the right to access and use the Platform under the terms of this Agreement. "User" refers to any individual or entity that accesses the Platform under a valid license. 

"Provisioning" means the activation and access setup via IAM after contract execution.

"Subscription Term" means the full period covered by your selected license plan.

"User" refers to any individual or entity that accesses the Platform under a valid license. "Order Form" means the document or interface through which you select and pay for your subscription and user licenses.

1- License Grant and Access

1A. License Scope and Modifications

Your license is granted based on the selected package and the number of machines specified at the time of purchase. 

Reductions in Machine Count

Once the full Subscription Term payment is made (excluding mid-cycle proration for add-ons), the license must run to completion before any reductions to the Subscription Term billing can occur.  No prorated discounts or rebates will be provided for mid-cycle reductions.

For clarity; 

Annual Plan users who reduce the number of licensed machines will see that change reflected only in the billing for the following Annual Subscription Term. No prorated discounts or rebates will be provided for mid-cycle reductions.

Monthly Plan users who reduce the number of licensed machines will see that change reflected only in the billing for the following Month Subscription Term. No prorated discounts or rebates will be provided for mid-cycle reductions.

Increases in Machine Count

Once a Subscription Term payment is made, prorated payments for any increases in the number of machines purchased for the same cycle must be made immediately for the remainder of the current billing cycle before access to additional machines will be granted. Such changes are noncancelable through the remainder of the current cycle and will adjust the ongoing subscription fee accordingly.  In the event payment for the aforementioned increase in machines is not sufficiently completed, subscription plans will revert to the level at the most recently completed payment, the system will however maintain the increase request in a pending state until payment is completed. 

Plan Conversions (Monthly to Annual)

You may at any time convert your subscription from a Monthly Plan to an Annual Plan, noting however that billing changes will be reflected only in the billing for the following month. No prorated discounts or rebates will be provided for mid-cycle changes.

For clarity;

You may convert a Monthly Plan to an Annual Plan with the same number of licensed machines. In such cases:

• The Monthly Plan will remain active through the end of the current billing cycle.
• The Annual Plan will become operationally active immediately, with billing commencing in the following cycle.
• No prorated invoice will be issued for the remaining balance of the Monthly Term.
• Annual billing will commence with the next billing cycle, and the Subscription Term will reflect the Annual Plan duration.

You may convert from a Monthly Plan to an Annual Plan with an increase in the number of licensed machines. In this case:

• A prorated invoice will be issued for the difference between the current Monthly Plan and the new Annual Plan based on the upgraded machine count.
• Access to additional machines will be granted only after successful payment of the prorated invoice.
• The new Annual Plan will become active immediately, while the previous Monthly Plan will be deactivated.
• Annual billing will commence with the next billing cycle.
• If payment for the prorated difference fails, the subscription will revert to the most recently paid Monthly Plan and access to additional machines will be denied until payment is received.

Prohibited Conversions (Annual to Monthly)

You may not convert from a Monthly Plan to an Annual Plan while simultaneously reducing the number of licensed machines. This type of change is not permitted. To transition to an Annual Plan, the number of machines must be equal to or greater than the machine count on the active Monthly Plan at the time of conversion.

Annual Plans may not be converted to Monthly Plans, the license Subscription Term must run to completion before any Annual to Monthly changes to the Subscription Term billing can occur.

Subject to Customer’s compliance with this Agreement and timely payment of applicable fees, MROplan.ai grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for the number of licensed machines purchased. MROplan.ai may modify the Services from time to time, provided that such modifications do not materially reduce the core functionality of the Services. 

1B. Usage Limits
Each Subscription includes access to the Services subject to the following usage limits:

Storage Allocation

• Each licensed machine includes up to 3 GB of document storage (inclusive of manuals, logs, and related files).
• Storage exceeding this allocation may be restricted, archived, or subject to additional fees in increments determined by MROplan.ai.

AI Compute / Event Allocation

• Each licensed machine includes up to 250 AI-generated maintenance events per month.
• Events in excess of this limit may be subject to additional fees or throttling until the next subscription cycle.

Fair Use and Abuse Prevention

• Customer agrees to use the Services in a manner consistent with normal system use.
• MROplan.ai reserves the right to impose reasonable limits on storage, compute, or other system resources if Customer’s usage threatens system performance or stability.

Future Adjustments

• MROplan.ai may adjust usage limits in future versions of the Services. Customers will be notified in advance of any such adjustments.

1.1. License Options
You may choose from the following license structures:

(A) Annual Commitment, One-Time Payment
You are purchasing a noncancelable, nonrefundable, fixed-term 12-month license to the Platform. Payment is due in full at the time of contract execution. Your obligation is for the entire year upon execution of this Agreement.

(B) Monthly Commitment Only
You are purchasing a month-to-month license to the Platform. This license may be canceled at any time prior to the next monthly billing cycle. Access will terminate at the end of the current paid month. No refunds or prorated credits are issued for early termination within a billing cycle.

1.2. Provisioning and Control Transfer
Upon execution of either license option, you are granted immediate access to the Platform via secure Identity and Access Management (IAM) provisioning (e.g., Amazon Cognito), creating a persistent, logically isolated, role-based user account. Provisioning constitutes full delivery of the licensed product.

1.3. Scope of Use
The license entitles you to access and use the Platform solely for internal business operations. The Platform is provided strictly "as is" based on the feature set included in the license package you select at purchase. No new features, upgrades, or product improvements will be made or delivered during the license term.

1.4. Fixed Feature Set Commitment
You acknowledge and accept that the feature set and capabilities available at the time of license execution are fixed for the duration of the contract. No future improvements, enhancements, or changes to the product are promised, implied, or expected.

2 - Performance Obligations and Support

2.1. Single, Satisfied Performance Obligation
The Platform is licensed as a functional, self-contained software product. All contractual obligations are considered satisfied upon account provisioning.

2.2. No Ongoing Obligations
We do not provide patches, upgrades, service level agreements (SLAs), or customer support unless otherwise agreed in a separate document.

3 - Data Privacy and Control

3.1. User Control and Isolation
Your account and data are logically isolated from other customers. Access is authenticated and authorized through secure IAM architecture. Each user account is persistent and role-based, controlled exclusively by your organization.

3.2. Privacy and Security
We use commercially reasonable efforts to protect your data and privacy. All access credentials are provisioned securely. No vendor-side manual intervention is required after provisioning. You retain full control of your organization's data and user permissions.

3.3. Annual License Payment is Nonrefundable
All payments made for the annual license are noncancelable and nonrefundable, regardless of actual usage, termination, or any other reason. No refunds or credits will be issued.

3.4. Data Ownership, Backup, and Post-Termination Handling
All data uploaded to the Platform by you or your users remains your property. We will not access or use your data except to provide the services. We follow industry-standard backup and security practices to protect your data, including encryption in transit and at rest. In the event of a data breach, we will notify affected parties in accordance with applicable law.

Upon termination or expiration of your license, your data will be retained for thirty (30) days, after which it will be permanently deleted unless required by law. You may export your data during the retention period by written request. We are not liable for data loss resulting from your failure to request export within the retention window.
All data uploaded to the Platform by you or your users remains your property. We will not access or use your data except to provide the services. We follow industry-standard backup and security practices to protect your data, including encryption in transit and at rest. In the event of a data breach, we will notify affected parties in accordance with applicable law.

4 - Intellectual Property

All rights, title, and interest in and to the Platform, including all intellectual property rights, remain exclusively with MROplan.ai. You are granted only a limited, non-transferable, non-sublicensable right to use the Platform as described in this Agreement.

5 - Term and Termination

5.1. Term
For annual commitment plans, this Agreement remains in effect for 12 months from the provisioning date unless terminated under Section 6.2.
For monthly commitment plans, the Agreement renews monthly until terminated by either party.

5.2. Termination for Cause
We may terminate your license if you breach this Agreement. No refunds will be issued. For the avoidance of doubt, if you have purchased an annual license, the one-time payment is nonrefundable regardless of the reason for termination.

5.3. Termination for Convenience (Monthly Plan Only)
Monthly Plan customers may terminate this Agreement for any reason by providing at least five (5) days written notice before the end of the current billing cycle. Access will terminate at the end of the current paid month. No refunds will be issued for the current month.

5.4. Suspension for Non-Payment
We reserve the right to suspend or restrict access to the Platform in the event of failed or late payments. A late fee of 1.5% per month (or the maximum allowed by law) may be charged on overdue balances. Reinstatement may be subject to additional fees.
Monthly Plan customers may terminate this Agreement for any reason by providing at least five (5) days written notice before the end of the current billing cycle. Access will terminate at the end of the current paid month. No refunds will be issued for the current month.

6 - Term and Termination

6.1. Term
For annual commitment plans, this Agreement remains in effect for 12 months from the provisioning date unless terminated under Section 6.2.
For monthly commitment plans, the Agreement renews monthly until terminated by either party.

6.2. Termination for Cause
We may terminate your license if you breach this Agreement. No refunds will be issued. For the avoidance of doubt, if you have purchased an annual license, the one-time payment is nonrefundable regardless of the reason for termination. Termination does not entitle you to any refund of the one-time license payment under the annual commitment structure.

7 - Disclaimers, Indemnification, and Limitation of Liability

• THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR BUSINESS INTERRUPTION.
• OUR TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LICENSE FEES PAID BY YOU IN THE LAST 12 MONTHS.
  

You agree to indemnify, defend, and hold harmless MROplan.ai, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising from your or your users' violation of this Agreement or misuse of the Platform.

• THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• OUR LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LICENSE FEES PAID BY YOU IN THE LAST 12 MONTHS.
  

8 - Compliance, Usage Restrictions, and Acceptable Use

8.1. You agree to comply with all applicable laws and regulations, including but not limited to U.S. export control laws. Use of the Platform is restricted to users located in the United States, Canada, and Mexico.

8.2. You may not:

• Use the Platform for any unlawful, unauthorized, fraudulent, or malicious purpose.
• Interfere with or disrupt the integrity or performance of the Platform.
• Access or use data not intended for you or your organization.
• Introduce or transmit any worms, viruses, or malicious code.
• Attempt to reverse engineer, decompile, disassemble, or derive source code from the Platform.
• Resell or sublicense access to the Platform without prior written consent.
• Misrepresent or attempt to circumvent subscription limits, user counts, or licensing scope.
  

We reserve the right to audit your usage to ensure compliance with license terms, including number of users and permitted features. You agree to cooperate with reasonable requests for such audits. Violations may result in suspension or termination of access.

9 - Export Control

9.1. You agree to comply with all applicable laws and regulations, including but not limited to U.S. export control laws. Use of the Platform is restricted to users located in the United States, Canada, and Mexico.

9.2. You may not:

• Use the Platform for any unlawful, unauthorized, fraudulent, or malicious purpose.
• Interfere with or disrupt the integrity or performance of the Platform.
• Access or use data not intended for you or your organization.
• Introduce or transmit any worms, viruses, or malicious code.
• Attempt to reverse engineer, decompile, disassemble, or derive source code from the Platform.
• Resell or sublicense access to the Platform without prior written consent.
  
  

10 - Acceptable Use

You are responsible for ensuring that your users comply with these acceptable use terms.

10.1. You may not use the Platform for any unlawful, unauthorized, or malicious purpose. You may not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.

10.2. You agree to comply with all applicable laws and regulations, including but not limited to U.S. export control laws and regulations. Use of the Platform is restricted to users located in the United States, Canada, and Mexico.

11 - Force Majeure

We are not liable for any failure to perform due to unforeseen circumstances or causes beyond our reasonable control, including but not limited to acts of God, natural disasters, internet outages, cyberattacks, government actions, or labor disputes.

12 - Governing Law and Dispute Resolution\

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. You agree to waive any right to a jury trial.

In the event of a dispute, both parties will first attempt to resolve the matter informally. If no resolution is achieved within thirty (30) days, either party may pursue resolution in the designated courts.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising from this Agreement 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.

13 - Modifications to Terms and Pricing

We reserve the right to modify this Agreement and/or pricing at any time. Any material changes will be communicated to you via the Platform or your registered contact email at least fifteen (15) days prior to implementation. Continued use of the Platform following notice constitutes acceptance of the modified terms. You may terminate your subscription before the effective date of changes if you do not accept them.

We reserve the right to modify this Agreement at any time. Any material changes will be communicated to you via the Platform or your registered contact email. Continued use of the Platform following notice constitutes acceptance of the modified terms.

14 - Order of Precedence

In the event of a conflict between this Agreement and any other related document (including the Privacy Policy, Acceptable Use Policy, Data Processing Addendum, or SLA), the terms of this Agreement shall control unless explicitly stated otherwise.

15 - Entire Agreement and Severability

This Agreement, including any referenced documents, constitutes the entire agreement between you and MROplan.ai. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16 - General Terms

• You may not assign or transfer this Agreement without our written consent.
• This Agreement, including its referenced policies, constitutes the full and final understanding between the parties.
• Payment for any license under this Agreement constitutes acceptance of all terms and conditions herein.
• Any notices under this Agreement shall be delivered in writing via email to your registered address or through your account dashboard, and shall be deemed effective on the date of sending.
• You may not assign or transfer this Agreement without our written consent.
• This Agreement contains the full and final understanding between the parties.
• Payment for any license under this Agreement constitutes acceptance of all terms and conditions herein.
• This Agreement contains the full and final understanding between the parties.
• Payment for any license under this Agreement constitutes acceptance of all terms and conditions herein.
• You may not assign or transfer this Agreement without our written consent.
• You may not assign or transfer this Agreement without our written consent.
• This Agreement contains the full and final understanding between the parties. Payment for any license under this Agreement constitutes acceptance of all terms and conditions herein.
  

BY USING MROPLAN.AI, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

Contact Us
For licensing inquiries or requests, please contact us at

support@mroplan.ai