Terms and Conditions

This Terms and Conditions document, along with any purchase order for the EasyRCA Services (the “Services”) submitted by you (the “Customer”) to Reliability and any written amendments issued by Reliability to these Terms and Conditions, constitute your agreement with Reliability for the Services (collectively “the Agreement”). When you use the Services, including by accessing any Customer Company account through Customer’s administrative username and password, you agree to the terms of the Agreement, including those found in this Terms and Conditions document. You may also indicate agreement to the terms of the Agreement, including those found in this Terms and Conditions document, by other conduct demonstrating your acceptance of the Agreement, such as by clicking a box indicating acceptance, by submitting payment to a purchase order for the Services, or otherwise manifesting acceptance.

Customer may not use or access the Services if it is a direct competitor of Reliability Center, Inc. (“Reliability” or the “Company”), except with Reliability’s prior written consent.

This Agreement was last updated in October 2024. It is effective between Customer and Reliability as of the date of Customer accepting this Agreement (the “Effective Date”), which shall be no later than the date Customer first uses the Services.

Company may change this Agreement, subject to applicable law. This written Agreement is a final expression of the agreement governing the Services. The written Agreement may not be contradicted by any alleged oral agreement. Company will provide you with at least forty-five (45) day written notice of any changes to the Agreement and provide you with an opportunity not to accept those changes. If Customer does not provide written notice to Company that it does not accept the changes and continues to use the Services after forty-five days have passed since the date the Company provided Customer with notice of the changes, then those changes to the Agreement are legally binding on Customer and the Company.

1. SAAS SERVICES AND SUPPORT

1.1 Beginning on the effective date of this agreement and continuing through the term of this Agreement (unless validly terminated) and subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of Customer’s obligations in Sections 2.1, 2.2, and 2.3 or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services (including without limitation any AI Services) or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Each party recognizes and agrees that in the event of a breach or threatened breach of a party’s obligations under Section 3.1 of this Agreement, irreparable damage may be caused to the non-breaching party for which monetary damages alone would not adequately compensate such party. Therefore, each party agrees that, in addition to all other remedies available at law or in equity, the non-breaching party is entitled to seek an injunction or other equitable relief in a court with jurisdiction over the matter for the enforcement of any such obligation.

3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. AI-POWERED SERVICES

4.1 Customer hereby acknowledges and agrees that Company may utilize AI-powered services and provide Customer with opportunities to utilize AI-powered services (collectively "AI Services") as part of providing Services under this Agreement.

4.2 Company’s AI Services include features powered by the OpenAI ChatGPT API. The features powered by the OpenAI ChatGPT API may include “Create AI Summary”, “AI Suggest Node”, and “AI Suggest Task” and other similar features that allow users to interact with AI to generate executive summaries, suggested next-level nodes, and suggested tasks based on the content of the tree. Additional information about OpenAI ChatGPT API can be found here: https://openai.com/api/.

4.3 AI User Data Collection & Sharing: When Customer uses Company’s AI features, Customer acknowledges and agrees that Company may collect, share with OpenAI ChatGPT API, and process Customer data, including but not limited to text input, user preferences, interaction logs, and any other data Customer provides to Company in the course of Company providing Services to Customer ("AI User Data") Customer hereby agrees that it is Customer’s responsibility not to share with Company or OpenAI ChatGPT API any data or other information of any type that it does not want shared with OpenAI ChatGPT API. By agreeing to the terms of this Agreement, Customer also hereby agrees to be bound by OpenAI’s Business Terms (https://openai.com/policies/business-terms/). Customer agrees that Company will not be liable for any disclosure of AI User Data to OpenAI or for damages of any kind arising from OpenAI's handling of AI User Data.

4.4 Customer agrees not to use the AI Services in a manner that is illegal, harmful, or violates the rights of others, including without limitation intellectual property rights of others. Customer agrees it is responsible for any content Customer inputs into the AI Services or otherwise provides to Company under this Agreement. Customer further agrees that Customer is responsible for ensuring that Customer’s use of the AI Services complies with applicable laws and regulations.

4.5 Company reserves the right to terminate or suspend Customer’s access to the AI Services at Company’s sole discretion, including without limitation, if Company determines that Customer violated any of the Terms of this Agreement or if Company believes Customer’s use of the AI Services poses a risk to Company, other users, or any other individual or entity.

5. PAYMENT OF FEES

5.1 Customer will pay Company the then applicable fees described online or via a representative for the Services and Setup Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in the initial payment or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus the Company shall be entitled to all expenses of collection, including all attorney fees and costs of any such collection effort, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term of three (3) years unless otherwise specified. At the conclusion of the 3-year term, the agreement will automatically renew as a year-to-year agreement at an increase of 5% per year or up to the Company’s list pricing in effect at the time of the renewal, unless otherwise agreed to in writing by the Parties or unless either party provides a written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. At the renewal term, a new written agreement can be negotiated with agreement of both parties to expand or increase the scope of this agreement.

6.2 Either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and the breach is not remedied within thirty (30) days after the breaching Party's receipt of written notice of the violation or breach. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Notwithstanding any other term in the Agreement, Company reserves the right to terminate the agreement upon thirty (30) days’ written notice for any reason. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of five (5) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, protection of proprietary information obligations, indemnity obligations, warranty disclaimers, limitations of liability, and the obligations set forth in the Miscellaneous section of this Agreement.

7. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services, including without limitation any AI Services, in a manner which minimizes errors and interruptions in the Services, including without limitation any AI Services, and shall perform the Implementation Services in a professional and workmanlike manner. Company may perform upgrades and release new features to improve the Services, including without limitation any AI Services, according to the Company’s own timeline, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption or change in feature offering. Services, including without limitation any AI Services, may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI SERVICES, WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI SERVICES, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services, including without limitation any AI Services, (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

9. LIMITATION OF LIABILITY

EXCEPT FOR BODILY INJURY OF A PERSON OR A CLAIM UNDER SECTION 8 OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY AI SERVICES) OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI SERVICES, UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provision. The exclusive venue for resolution of any disputes arising out of this Agreement shall be Richmond, Virginia. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.