Last Modified: September 8, 2026

READYBIT TERMS OF USE

THESE TERMS OF USE (“TERMS OF USE” or this “AGREEMENT”) are a binding agreement between Readybit Inc. (“Readybit”) and the individual who accepts them and, where that individual accepts on behalf of a company or other legal entity, that entity (in either case, “Customer”). This Agreement governs Customer’s and its Users’ access to and use of the Readybit hardware, firmware, software, dashboard and related services (collectively, “Products”). Commercial terms for the Products, including pricing, ordering, payment, subscription term, renewal, hardware purchase, delivery, returns and any express hardware warranty, are set out in the applicable Order and are not modified by this Agreement; where an Order addresses a commercial matter, the Order controls as to that matter. This Agreement is effective between Customer and Readybit as of the date of Customer’s acceptance (“Effective Date”). Certain capitalized terms are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.

BY CHECKING THE ACCEPTANCE BOX WHEN CREATING A READYBIT ACCOUNT OR WHEN PROMPTED AT SIGN-IN, BY CLICKING TO ACCEPT, BY EXECUTING AN ORDER THAT REFERENCES THESE TERMS OF USE, OR BY OTHERWISE ACCESSING OR USING THE PRODUCTS, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY ARE AN EMPLOYEE OR AGENT OF THAT ENTITY WITH AUTHORITY TO BIND IT AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE “CUSTOMER” REFERS TO THAT ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS. HOLDERS OF ACCOUNTS CREATED BEFORE THE “LAST MODIFIED” DATE ABOVE WILL BE ASKED TO ACCEPT THIS AGREEMENT AT THEIR NEXT SIGN-IN, AND THEIR CONTINUED USE OF THE PRODUCTS AFTER THAT PROMPT CONSTITUTES ACCEPTANCE.

1. Products

   1. Products. Readybit will make the Products available to Customer pursuant to this Agreement, the applicable Order(s) and the Documentation. Customer agrees that its acquisition and use of the Products are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Readybit regarding future functionality or features.

   2. Support. Readybit will: (i) provide standard support for the Products as set forth at readybit.com/support to Customer at no additional charge, and/or upgraded support if purchased; (ii) use commercially reasonable efforts to make any online aspects of the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Readybit shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond Readybit’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Readybit employees), Internet service provider failure or delay, Third-Party Offerings, or denial of service attack; and (iii) provide the Products in accordance with laws and government regulations applicable to Readybit’s provision of its Products to its customers generally (i.e., without regard for Customer’s particular use of the Products), and subject to Customer’s and Users’ use of the Products in accordance with this Agreement (including the applicable Order and any Additional Terms) and the Documentation.

   3. Additional Terms. The Products may be subject to one or more additional terms (“Additional Terms”). If there is any conflict between the terms in these TOU and the Additional Terms, then the Additional Terms shall control.

   4. Channel Purchases. Customer may obtain Hardware or Services through a Readybit reseller, distributor or original equipment manufacturer partner (a “Channel Partner”), including as part of equipment manufactured by a Channel Partner. In that case: (i) the commercial terms between Customer and the Channel Partner govern pricing, delivery, returns and any hardware warranty for that Hardware, and Readybit’s hardware warranty obligations run to the party that purchased the Hardware from Readybit; (ii) Customer authorizes Readybit to make Customer Data, Sensor Data and account activity available to the Channel Partner and to the service provider designated for Customer’s account, in accordance with role-based access controls, for the purpose of supplying, supporting, servicing and improving the Products; (iii) Customer authorizes the Channel Partner and designated service provider to invite Users, manage Customer’s account and receive alerts on Customer’s behalf until Customer instructs Readybit otherwise in writing; and (iv) this Agreement otherwise governs Customer’s access to and use of the Products. Nothing in an agreement between Customer and a Channel Partner binds Readybit unless Readybit is a party to it. If Readybit’s arrangement with a Channel Partner ends, Readybit may continue to provide the Services to Customer under this Agreement, either directly under an Order between Readybit and Customer or through another Channel Partner, and Customer’s account and data continue without interruption.

2. Access and Use

   1. Provision of Access. Subject to and conditioned on Customer’s payment of any fees that Customer itself has agreed to pay Readybit under an Order between Customer and Readybit and compliance with all other terms and conditions of this Agreement, Readybit hereby grants Customer a revocable, non-exclusive, non-transferable, limited right to access and use the Services during the term of the applicable Service (as set forth in the Order) solely for Customer’s internal business operations by Users in accordance with the terms and conditions herein. Readybit shall provide Customer the necessary passwords and access credentials to allow Customer to access the Services.

   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Readybit hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license for Users to use the Documentation during the Term solely for Customer’s internal business purposes in connection with use of the Products.

   3. Use Restrictions. Customer shall not, and shall not permit any Users to, use the Products, any software component of the Products, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Products, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Products, in whole or in part; (iv) remove any proprietary notices from the Products or Documentation; (v) use the Products or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vi) frame or mirror any part of the Services other than on Customer’s own intranets for its internal business purposes; or (vii) make the Products available to, or use them for the benefit of, anyone other than Customer and its Users, or in a way that circumvents a usage limit in the applicable Order.

   4. Use of Third-Party Offerings. Customer may install or enable third party services or products for use with the Products, such as online applications, offline software products, or services that utilize Readybit APIs or otherwise connect with the Product(s) (“Third-Party Offerings”). Any acquisition and use by Customer or its Users of such Third-Party Offerings is solely the responsibility of Customer and the applicable third-party provider. Customer acknowledges that providers of such Third-Party Offerings may have access to Customer Data in connection with the interoperation and support of such Third-Party Offerings with the Products. To the extent Customer authorizes the access or transmission of Customer Data through a Third-Party Offering, the terms of such Third-Party Offering will govern, and Readybit will not be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third-party provider or its offering.

   5. Product Updates. Readybit seeks to continuously improve the Products and may from time to time (i) update the software components of the Services; (ii) cause Firmware updates to be automatically installed onto Hardware; or (iii) upgrade Hardware to newer models. Readybit may change or discontinue all or any part of the Products, including changing, discontinuing, or removing features included in the software components of the Services, at any time and without notice, at Readybit’s sole discretion. If Readybit discontinues supporting a Hardware model and the associated Firmware prior to the expiration of Customer’s subscription without offering to replace such Hardware with an updated or comparable version or model, Customer may terminate the applicable Order with respect to the applicable Service subscription affected by the sunset Hardware and request a pro-rated refund of fees paid to Readybit for such Service. Updates or upgrades may include security or bug fixes, enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates. An active subscription to the Services is required in order for Hardware to receive Firmware updates.

3. Term

   1. Agreement Term. This Agreement commences on the Effective Date and continues for as long as Customer or any of its Users holds a Readybit account or accesses the Products, unless earlier terminated in accordance with its terms (“Term”). Customer’s right to access the Services is tied to an active subscription or included service period under the applicable Order.

4. Customer Responsibilities

   1. Acceptable Use Policy. Customer and its Users must comply with Readybit’s Acceptable Use Policy (“AUP”) set out at the end of these Terms of Use and posted at readybit.com/terms, as may be amended from time to time, which is incorporated herein by reference.

   2. Users. Customer is responsible and liable for all uses of the Products and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Products and shall cause Users to comply with such provisions.

   3. Passwords and Access Credentials. For Services that are User-based, Customer agrees and acknowledges that a User’s access/login credentials (“Credentials”) cannot be shared or used by more than one (1) individual per account. However, Credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. Customer and Users are responsible for maintaining the confidentiality of all Credential information for a Customer’s account. Where Customer has agreed to a usage limit in an Order between Customer and Readybit, Readybit reserves the right to charge Customer, at the rates in that Order, for any overuse of a Service in violation of this Agreement in addition to other remedies available to Readybit. Customer has and will retain sole responsibility for: (i) the security and use of Customer and its Users’ Credentials; and (ii) all access to and use of the Products directly or indirectly by or through its Users’ Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Customer will promptly notify Readybit about any unauthorized access to or use of Credentials associated with Customer’s account.

   4. Minimum Requirements. Use of the Products may require compatible Hardware, certain software, cellular access, and Internet access. Non-compatible hardware or software, and quality of Internet or cellular access may affect performance and Customer’s ability to use the Products. Customer acknowledges and agrees that such requirements may change from time to time and that Readybit is not responsible if Customer fails to meet the requirements identified by Readybit (which may be detailed in the Documentation or as otherwise provided to Customer in writing from time to time).

   5. Hardware Installation and Equipment Maintenance. Customer is responsible for installation of the Hardware and ongoing maintenance of any Customer equipment, including but not limited to installation in accordance with any warranty of Customer’s equipment upon which the Hardware is installed.

5. Confidential Information

   1. Confidential Information. From time to time during the Term, Readybit and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information“). For clarity, the Confidential Information of Readybit includes all non-public aspects of the Products, including the software components of the Products, the Firmware, Readybit IP, and the Terms of this Agreement and any Order. The Confidential Information does not include information that is: (i) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (ii) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (iii) developed independently by the receiving party; or (iv) already in the possession of the receiving party without obligation of confidentiality.

   2. Restrictions on Use or Disclosure. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings.

   3. Length of Obligation; Injunctive Relief. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire three (3) years after the termination or expiration of this Agreement (or such longer period as the applicable Order provides); provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Given the unique nature of Confidential Information, the parties agree that any violation or threatened violation by a party to this Agreement with respect to Confidential Information may cause irreparable injury to the other party. Therefore, the parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

6. Intellectual Property

   1. Reservation of Rights. Readybit reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Readybit IP.

   2. Hardware and Firmware. The Firmware is licensed, not sold. Readybit and its licensors retain ownership of the Firmware, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by patent, copyright, trademark, and other laws of the United States and foreign countries. Readybit reserves all rights in the Firmware not expressly granted to Customer in this Agreement. Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Readybit and its licensors.

   3. Customer Data. Customer owns and retains all rights to Customer Data. This Agreement does not grant Readybit any ownership rights to Customer Data. Customer hereby grants to Readybit and its licensors a non-exclusive, irrevocable, transferable, sublicensable, worldwide and royalty-free license, and all such other rights and permissions in or related to Customer Data as are necessary or useful for Readybit to deliver the Products, including the right to (i) host, copy, transmit, display and process Customer Data in connection with providing the Products; (ii) modify and create derivative works of Customer Data in connection with providing the Products; (iii) monitor and improve the Products, both during and after the Term; (iv) make Customer Data available as permitted by Section 1.4 (Channel Purchases) and the applicable Order; and (v) use Customer Data as incorporated within Aggregated Statistics on a perpetual basis. Customer will ensure that Customer Data and any User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law, and that Customer has obtained all rights and consents needed to provide Customer Data to Readybit. Customer will not submit to the Products any data subject to heightened regulatory requirements (such as payment card data or protected health information) unless the applicable Order expressly provides for it. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data. Where Customer has signed a Service Agreement or other written agreement with Readybit, the definitions of Customer Data and Sensor Data and the license to Customer Data in that agreement govern as between Readybit and that Customer, and this Section does not expand them.

   4. Sensor Data. As between Readybit and Customer, Readybit owns and retains all right, title and interest in and to the Sensor Data and any data derived from it, including the Aggregated Statistics. Readybit grants Customer a limited, non-exclusive, non-transferable license during the Term to view and use, through the Products, the Sensor Data associated with Customer’s account for Customer’s internal business purposes.

   5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Readybit may monitor Customer’s use of the Products and collect and compile data and information related to Customer’s use of the Products to be used by Readybit in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Products (“Aggregated Statistics”). As between Readybit and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Readybit. Customer acknowledges that Readybit may compile Aggregated Statistics based on Customer Data input into the Products. Customer agrees that Readybit may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer, its Users or its sites or locations. Readybit does not sell Customer Data or Sensor Data in a form that identifies Customer, its Users or its sites or locations.

   6. Feedback. Readybit shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Products that Readybit receives from Customer, Users, or other third parties acting on Customer’s behalf (collectively, “Feedback”). Readybit also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by any Feedback.

7. Privacy. Readybit may collect certain information about Customer and individuals associated with Customer, such as Customer’s Users, in connection with use of the Products. This includes account information, usage data, and customer support questions as further described in Readybit’s privacy policy readybit.com/privacy-policy. To the extent Customer Data includes personal data, Readybit processes it in accordance with its Data Processing Addendum at readybit.com/dpa.

8. Warranty and Warranty Disclaimer

   1. Mutual Warranties. Each party represents and warrants to the other that (i) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement; and (iii) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

   2. Services Warranty. Readybit warrants that during an applicable subscription term the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this Section, Customer’s exclusive remedies are those described in Section 11.1 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by Customer or its Users.

   3. Hardware Warranty. Any warranty for Hardware is set out in the applicable Order (including, for Hardware obtained through a Channel Partner, the Channel Partner’s terms or Readybit’s agreement with the Channel Partner) and is subject to the conditions and exclusions stated there. Unless the applicable Order provides otherwise, no hardware warranty applies (i) to consumable parts (including batteries), cosmetic damage, normal wear and tear, or aging; (ii) if the defect is not reproducible; (iii) to accidental or incidental damage, loss, theft, abuse, misuse, misapplication or unauthorized disassembly; (iv) if the Hardware has been defaced or its serial number removed; (v) if the Hardware has been installed, maintained, operated or used in a way that does not comply with this Agreement, the Documentation, or other written instructions provided by Readybit; (vi) if the defect or damage is caused by an improper voltage supply or the use of third-party components, materials, accessories, products or software not expressly approved or supplied by Readybit; or (vii) if the defect or damage is caused by events outside of Readybit’s control. Repair or replacement does not extend any warranty period.

   4. Warranty Returns. To request a return materials authorization (“RMA”) under any applicable hardware warranty, please contact Readybit Support or submit an RMA request through the Services. Following an RMA request, Readybit shall issue an RMA number and issue a shipping label to Customer via electronic exchange. Customer irrevocably authorizes Readybit to carry out any necessary tasks related to the repair or replacement of Hardware on behalf of Customer under this Agreement. Any Hardware returned pursuant to a RMA issued by Readybit must be shipped to Readybit within ten (10) working days of the date of such RMA. Unless Readybit collects Hardware using its own carrier, Customer agrees that Readybit shall not be liable for any loss or damage to Hardware returned to Readybit. If Readybit does not receive the defective Hardware units within this ten (10) day period, Readybit reserves the right to deactivate the defective Hardware unit. If Customer requests an RMA and no material defect is found with Customer’s Hardware unit, Readybit reserves the right to charge Customer, costs associated with either repairing the Hardware unit or providing a replacement Hardware unit.

   5. Customer Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Readybit to collect, use, and share Customer Data in accordance with this Agreement; (ii) no Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights; and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in relation to its receipt and use of the Products.

   6. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND READYBIT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT READYBIT CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM READYBIT OR THROUGH THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Readybit does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Customer’s needs, or (ii) the Products or any Third-Party Offerings will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components. Representations about Products or features or functionality in any communication with Customer constitute technical information, not a warranty or guarantee. Customer is responsible for assessing the suitability of each Product for Customer’s intended use, selecting the Product necessary to achieve Customer’s intended results, and for the use of Products. By using a Product, Customer agrees that such Product meets Customer’s requirements to enable compliance with applicable laws. Customer will obtain, at its own expense, any rights, consents, and permits from vendors of software and services used by Customer in connection with any Product which are required for such use.

9. Indemnification

   1. Readybit Indemnification. Readybit will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that a Product infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Readybit in writing of, a Claim Against Customer, provided Customer (i) promptly gives Readybit written notice of the Claim Against Customer, (ii) gives Readybit sole control of the defense and settlement of the Claim Against Customer (except that Readybit may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (iii) gives Readybit all reasonable assistance, at Readybit’s expense. If Readybit receives information about an infringement or misappropriation claim related to a Product, Readybit may in its discretion and at no cost to Customer (a) replace or modify the allegedly infringing components of the Product so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Customer’s continued use of the Product in accordance with this Agreement, or (c) terminate Customer’s rights to the infringing Product and refund pro-rata any prepaid fees for the infringing portion of the Product. The above defense and indemnification obligations do not apply to the extent: (1) the allegation does not state with specificity that the Product is the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Product or any part thereof with software, hardware, data, or processes not provided by Readybit, if the Product or use thereof would not infringe without such combination; (3) the Claim Against Customer arises from Customer Data, a Third-Party Offering or Customer’s breach of this Agreement or the Documentation. This Section 9.1 states Readybit’s (including its Affiliates) sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property rights.

   2. Customer Indemnification. Customer will defend Readybit and Readybit’s Affiliates, directors, officers, employees, contractors, agents, or other authorized representatives (“Readybit Indemnified Parties”) against any claim, demand, suit or proceeding made or brought against the Readybit Indemnified Parties by a third party (i) alleging that the combination of a Third-Party Offering, Customer Data, or a configuration provided by Customer and used with the Products, infringes or misappropriates such third party’s intellectual property rights, or (ii) arising from or related to: (a) Customer’s use of the Products in an unlawful manner or in violation of the Agreement (including the AUP and Order(s)) or the Documentation; or (b) Customer Data; (each a “Claim Against Readybit”), and will indemnify the Readybit Indemnified Parties from any damages, attorney fees and costs finally awarded against the Readybit Indemnified Parties as a result of, or for amounts paid by the Readybit Indemnified Parties under a settlement approved by Customer in writing of, a Claim Against Readybit. The indemnification procedure in Section 9.1 applies equally to Customer’s indemnification obligations under this Section 9.2, with the roles of the parties reversed: Readybit will promptly give Customer written notice of the Claim Against Readybit, give Customer sole control of the defense and settlement of the Claim Against Readybit (except that Customer may not settle any Claim Against Readybit unless it unconditionally releases the Readybit Indemnified Parties of all liability), and give Customer all reasonable assistance at Customer’s expense.

10. Limitation of Liability

    1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL READYBIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER READYBIT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE OR IF CUSTOMER’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

    2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF READYBIT TOGETHER WITH ALL OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO READYBIT FOR THE PRODUCT GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE AND (B) ONE HUNDRED U.S. DOLLARS (US$100). WHERE A SIGNED ORDER BETWEEN READYBIT AND CUSTOMER PROVIDES A DIFFERENT LIMITATION, THAT LIMITATION APPLIES INSTEAD. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

    3. Readybit will not be liable for any claim in connection with this Agreement if such claim is brought more than two years after the first event giving rise to such claim is or should have been discovered by Customer.

11. Termination

    1. Termination for Breach. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

    2. Effect of Termination. Upon termination of this Agreement for any reason: (i) Customer’s and its Users’ access to Readybit accounts and Services will be terminated and Customer will immediately cease all use thereof; (ii) Customer will pay any unpaid amounts that Customer itself has agreed in writing to pay Readybit under an Order between Customer and Readybit (and nothing in this Agreement makes Customer responsible for amounts owed to Readybit by a Channel Partner or any other person); and (iii) any refund of prepaid fees, and any obligation to pay fees for the remainder of an Order term, is governed by the applicable Order. For thirty (30) days following termination, Readybit will make Customer Data then in its possession available for export by Customer in a commercially reasonable manner, after which Readybit may delete Customer Data, except to the extent retention is required by law or permitted under the applicable Order.

    3. Suspension. Readybit reserves the right to restrict functionalities or suspend the Services (or any part thereof), Customer’s account, or Customer’s and/or User’s rights to access and use the Products and remove, disable or quarantine any Customer Data or other content (including, but not limited to, any third-party content which Readybit may make available as part of a Product) if: (i) Readybit reasonably believes that Customer and/or Users have violated this Agreement or the terms of any Third-Party Offering; or (ii) in the event Readybit determines in its sole discretion that access to or use of all or a portion of the Products by Customer or Users may jeopardize the Products or the confidentiality, privacy, security, integrity or availability of information within the Products, or that any person is or may be making unauthorized use of the Products with any login credentials associated with Customer’s account. Readybit shall not be liable to Customer, its Users or any other third party for any modification, suspension or discontinuation of Customer and/or a User’s rights to access and use the Products. For clarity, Readybit’s election to suspend all or a portion of the Products shall not waive or affect Readybit’s rights to terminate this Agreement or the applicable Order(s) as permitted under this Agreement.

12. Modifications to these Terms. Readybit may modify this Agreement from time to time. Readybit will post the modified Agreement at readybit.com/terms with an updated “Last Modified” date and will notify Customer through the Products or by email. For material modifications, Users will be asked to accept the modified Agreement at their next sign-in, and in any event continued use of the Products after the effective date of the modifications will be deemed acceptance. No modification reduces Customer’s rights under a signed Order during that Order’s then-current term without Customer’s written agreement. If Customer objects to a modification, Customer may terminate the remainder of the then-current term of its subscriptions to the affected Services as its exclusive remedy by notifying Readybit within thirty (30) days of the modification notice, and Readybit will refund any pre-paid fees for the terminated portion of the applicable Service term.

13. Miscellaneous

    1. Export Regulation. The Products utilize software and technology that may be subject to U.S. export control laws, including the Export Control Reform Act of 2018 and the Export Administration Regulations. Customer shall not, directly or indirectly, export, re-export, or release the Products or the software or technology included in the Products to, or make the Products or the software or technology included in the Products accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Products or the software or technology included in the Products available outside the US.

    2. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the state courts located in Kitsap County, Washington or the United States District Court for the Western District of Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order(s), as to the commercial matters they address and as to any term a signed Order expressly states prevails; (ii) this Agreement; and (iii) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

    4. Notice. All notices provided by Readybit to Customer under this Agreement may be delivered in writing by (i) nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on any Order; or (ii) electronic mail to the electronic mail address provided for the Customer’s account. All notices provided by Customer to Readybit under this Agreement must be delivered in English and in writing by (a) Courier or U.S. mail to 19225 8th Avenue Northeast, Suite 201-1802, Poulsbo, WA 98370, Attn: Legal Department; or (b) electronic mail to legal@readybit.com. All other notices provided by Customer to Readybit under this Agreement must be delivered in English and in writing by electronic mail to contact@readybit.com.

    5. Electronic Communications. Customer hereby consents to receiving electronic communications from Readybit. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Products. Customer agrees that any notices, agreements, disclosures, or other communications that Readybit sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

    6. Waiver and Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. No failure or delay by Readybit in exercising any right under this Agreement will constitute a waiver of that right.

    7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee assumes the assigning party’s obligations in writing. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    8. Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement.

14. Definitions

    1. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

    2. “Channel Partner” has the meaning given in Section 1.4.

    3. “Customer Data” means electronic data and information submitted into the Products by Customer, its Users or a third party on Customer’s behalf, including account information, location names and addresses, User details and notes, together with alerts and reports generated by the Products to the extent they identify Customer or its locations. Customer Data does not include Sensor Data or Aggregated Statistics.

    4. “Documentation” means any Product training, technical services, or documentation made available to Customer through the Readybit website or otherwise made available to Customer by Readybit.

    5. “Firmware” means software embedded in or otherwise running on the Readybit Hardware.

    6. “Hardware” means the hardware devices such as sensors and accessories, along with any improvements, developments, modifications, patches, updates, and upgrades thereto that Readybit develops or provides.

    7. “Order” means the ordering document, Service Agreement, Order Form, reseller or distributor arrangement, or Channel Partner purchase under which Customer obtained the Products or licenses thereto, including any applicable Additional Terms.

    8. “Readybit IP” means the Products, the Documentation, the Sensor Data, and all intellectual property provided to Customer or any other User in connection with the foregoing. For the avoidance of doubt, Readybit IP includes Aggregated Statistics and any information, data, or other content derived from Readybit’s monitoring of Customer’s access to or use of the Products, but does not include Customer Data.

    9. “Sensor Data” means all operational and telemetry data collected or generated by the Hardware and the Services in connection with this Agreement, such as fluid levels, usage, cycle counts, device status and diagnostics, in a form that does not identify Customer, any third-party entity or any natural person.

    10. “Services” means Readybit’s applications, tools and platforms that Customer has subscribed to under an Order or that Readybit otherwise makes available to Customer and its Users, accessible via readybit.com or another URL Readybit designates, and any ancillary services that Readybit provides to Customer.

    11. “User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer, or by a Channel Partner on Customer’s behalf, to use a Service and to whom Customer, a Channel Partner or Readybit has issued a user identification and password (for Services utilizing authentication), whether or not Customer itself purchased the applicable subscription.

Last Modified: September 8, 2026

Acceptable Use Policy

This Acceptable Use Policy (“AUP”) applies to all products and services sold, licensed, delivered, supplied or performed by Readybit (each a “Product” or collectively the “Products”). This AUP is incorporated into the Agreement, and use of the Products shall at all times be subject to the terms and conditions of this AUP. Any examples described in this AUP are not exhaustive.

This AUP may be updated by Readybit from time to time and the current version will appear on the readybit.com/terms. Revised versions of this AUP take effect in accordance with Section 12 (Modifications to these Terms), including the re-acceptance requirement for material modifications. If Customer violates the AUP or authorizes or helps others to do so, Readybit may suspend use of the Products until the violation is corrected, or terminate the Agreement for cause in accordance with the terms of the Agreement. In the event of a conflict between the Agreement and this AUP, the Agreement will govern.

1. Customer is responsible for using the Products in compliance with all laws and regulations, as well as this AUP.

2. Customer may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include those that: (i) harm, or attempt to harm, any individuals or entities; (ii) are unlawful, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (iii) violate any right of any other party; (iv) infringe upon the rights of others; (v) harvests or otherwise collects information about others or their property without their consent; (vi) interfere with or diminish the use and enjoyment of the Products by others; (vii) interferes with or diminishes Readybit’s ability to provide the Products; (viii) take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Products, security mechanisms, or compliance with this AUP or any law; (ix) could transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; (x) could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or (xi) are otherwise objectionable to Readybit.

3. In addition, and without limiting the other requirements in this AUP, Customer will use the Products for Customer’s internal business purposes and will not: (i) bypass or attempt to bypass information security measures implemented by Readybit; (ii) willfully tamper with the security of the Products or tamper with accounts of Readybit customers; (iii) attempt to access information, including servers or accounts, that is not intended for Customer, or which Customer is not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Product or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Product unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Products or make any Product available to a third party; or (vii) use the Products for timesharing or service bureau purposes or otherwise for the benefit of a third party.

4. High Risk Use Prohibited. The Products may not be available in the event of a loss of power or cellular connectivity, or network congestion. The Products are not designed, intended, or recommended for use in any situation where, in the normal course of use, service disruption could result in personal injury or death. Use in such situations is prohibited except to the extent Customer has fail-safe alternatives in place at all times.

5. Complaints and Investigations. Readybit reserves the right, but does not assume the obligation, to investigate any violation of this AUP or misuse of the Products. If Readybit receives a complaint against Customer or believes there is a violation of this AUP, Readybit may investigate and if appropriate, inform Customer of the complaint.