Last updated October 21, 2026.

Readybit Customer Agreement

This Readybit Customer Agreement, including Exhibits A through D (the “Agreement”), governs Readybit hardware, firmware and monitoring services. It is between Readybit Inc., a Delaware corporation with offices at 19225 8th Avenue Northeast, Suite 201-1802, Poulsbo, Washington 98370 (“Readybit”), and the legal entity identified in an applicable Direct Order or in an organizational acceptance recorded by Readybit (“Customer”). An individual accepting for an entity must have authority to bind that entity; acceptance does not bind its affiliates automatically. An invited individual without that authority accepts only the individual-access acknowledgment in Section 3.7. Hardware and subscriptions may be obtained directly or through a Channel Partner; Exhibit C determines the applicable purchasing, payment and administration responsibilities.

For an initial Direct Order, the incorporated version is the version in effect when Customer signs and provided or made available to Customer before signing; the Agreement becomes effective on the last signature date unless the order expressly states another effective date. For a Customer accepting through Readybit’s organizational acceptance process without a Direct Order, the version presented before affirmative acceptance applies from that acceptance. That version continues for the existing relationship and subsequent orders unless changed under Section 18; publication alone or an individual user’s acknowledgment does not amend it. Readybit will retain the incorporated versions and acceptance records centrally. The DPA at readybit.com/dpa, Security Documentation at readybit.com/security and Support and Service Levels at readybit.com/support are incorporated in the versions provided or made available before organizational acceptance or Customer’s signature. Copies expressly supplied for acceptance control website discrepancies. Their later updates follow their express update provisions and cannot amend this Agreement by publication alone. The DPA controls conflicts concerning Processing of Personal Data. A previously signed agreement governing the same Services retains its agreed allocation of purchasing, data rights, confidentiality, warranties, indemnification, liability, suspension, termination, assignment and disputes unless amended by its authorized procedure. This Agreement’s user-access provisions supplement such an agreement only to the extent consistent with it; signing in does not add corporate obligations to that agreement.

1 Definitions

Capitalized terms used herein shall have the meaning set forth below or as ascribed to them in this Agreement.

1.1 “Aggregate Data” means data resulting from the aggregation or compilation of Customer Data that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity.

1.2 “Aggregated Statistics” means the collected and compiled Sensor Data and information related to Customer and its Authorized Users’ use of the Services 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 Services.

1.3 “Affiliates” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than 50% of the voting securities or equivalent ownership interest.

1.4 “Authorized Users” means individual personnel whom Customer authorizes to use its Services, including its employees, consultants, contractors and agents, invited Managed Customer personnel under Section B10, and Channel Partner personnel with the authority described in Exhibit C. Each user’s access is limited to its authorized organizations, sites and data.

1.5 “Customer Data” means electronic data and information submitted by Customer or its Authorized Users to the Subscription Services, and data generated by the Services that identifies Customer, a Managed Customer or any other third-party entity, their sites, or any natural person, including location history that can reasonably be linked to an identified individual. Customer Data does not include Aggregate Data or Sensor Data. For purposes of Sections 3.2(ii), 3.5, 9.3 and 10.2 and the Customer Materials exclusion in Section 10.1, Customer Data, and the Customer Data component of Customer Materials, are limited to the data and information that Customer or its Authorized Users submit, and exclude content or errors that Readybit introduces in generating data from it.

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

1.7 “Hardware” means Readybit devices and Readybit-supplied accessories identified in the applicable Direct Order or the channel purchase under which Customer obtained them, as further described in Exhibit A.

1.8 “Order Form” means an ordering document specifying Services, quantities, fees and term. A “Direct Order” is an Order Form signed by Readybit and Customer under this Agreement. An order between Customer and a Channel Partner is a “Channel Order”; it is not a Direct Order and cannot bind Readybit to new charges, warranties or performance obligations without Readybit’s written agreement.

1.9 “Customer Materials” means all information, software, and hardware (including any third-party hardware, software, information or materials supplied by Customer) provided or otherwise made available to Readybit in connection with the Services. For the avoidance of doubt, Customer Materials include Customer Data but do not include content or errors that Readybit introduces in generating data from it, even where that content is returned to Readybit.

1.10 “Sensor Data” means all non-personal and non-proprietary operational data that does not identify Customer, any third-party entity or any natural person that is collected by the Hardware in connection with this Agreement and the Subscription Services.

1.11 “Services” means collectively the Subscription Services, Software and Hardware provided to Customer.

1.12 “Software” means the software owned by Readybit as further described on Exhibit A.

1.13 “Subscription Services” means Readybit’s hosted monitoring Software applications, related interfaces and applicable Documentation that Customer is entitled to use under a Direct Order, a Channel Order supported by a Readybit channel subscription, or an expressly included service period. The Subscription Services are described in Exhibit A.

1.14 “Documentation” means Readybit’s product, installation and operating documentation applicable to the purchased model and subscription. Unrelated website statements, roadmaps and marketing forecasts do not create committed features. No separate general Terms of Use are incorporated into this Agreement; the individual-access rules and Acceptable Use Policy are included here.

1.15 “Third-Party Materials” means software, documents, data, content, specifications, products, or components that may be used in conjunction with the Services. Third-Party Materials are not proprietary to Readybit.

1.16 “Third-Party Services” means any web-based, mobile, offline, or other software application functionality that is provided by Customer or a third party and interoperates with the Subscription Services.

1.17 “Unit” means one item of Hardware identified by model in an Order Form, excluding accessories. Readybit-supplied accessories carry no subscription but are covered by the Hardware Warranty and field actions together with the Unit they are supplied with.

1.18 “Channel Partner” means an authorized Readybit reseller, hardware distributor or original equipment manufacturer partner. A service provider’s status and access depend on the authority actually granted; the label “distributor” does not itself grant platform access or subscription-resale rights.

1.19 “Included Period” means a monitoring period expressly included in a Hardware or program purchase and recorded by Readybit. It is not created merely by an account invitation.

2 Services

2.1 Purpose and purchasing route. Readybit provides the Services Customer obtains under the applicable purchasing arrangement. Direct Orders are governed by Exhibit B. Exhibit C applies to channel purchases and delegated administration. The common access, data, confidentiality and security provisions apply to both, subject to Exhibit C and any applicable Program Supplement. Customer is not purchasing future functionality unless expressly committed in a Direct Order.

2.2 Subscription and Firmware licenses. Subject to the applicable subscription entitlement, Customer’s compliance with this Agreement and payment of amounts Customer itself owes Readybit, Readybit grants Customer and its Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to use the Subscription Services for Customer’s internal business purposes and the managed monitoring permitted by Section B10. Channel payment and continuity rules are in Exhibit C; Customer does not guarantee its Channel Partner’s debts. To the extent of its ownership or licensing authority, Readybit grants each lawful Hardware owner a non-exclusive, royalty-free license to use the Firmware in object-code form solely as embedded in that Hardware for its operating life. The embedded-Firmware license transfers with lawful ownership of the Hardware and survives expiration or termination of a subscription or this Agreement. It does not grant source-code, modification, reverse-engineering or security-circumvention rights except where law permits, or provide hosted Services, connectivity, updates or support without the applicable entitlement. Third-party firmware remains subject to applicable licensor terms, which Readybit will make available on request.

2.3 Direct Orders. Each Direct Order specifies Services, fees, term and other applicable terms, and becomes binding when signed by Readybit and Customer. Exhibit B applies. A subsequent Direct Order identifies the existing Agreement and states whether it is a new independent order or an addition to an identified existing order; it does not restart the Agreement’s Effective Date or Term or select a new agreement version. An addition identifies the original order by number and date, its current term end and billing anniversary, and the incremental quantities. It does not create a new Order Term. Changes to existing negotiated provisions follow Section 18. Channel Orders and Readybit’s wholesale orders with a Channel Partner do not make Customer their payer or contracting party.

2.4 Integration. Customer is responsible for configuring and using the Services in its environment. Readybit will provide information and materials it controls reasonably needed for that use. Additional development or engineering requires written agreement on scope, schedule and fees. Each party bears its own costs unless otherwise agreed in writing. Readybit owns all customizations and modifications it develops to the Services or Firmware, including those based on Customer input.

2.5 Customer obligations and assent. Customer will make its Authorized Users aware of this Agreement, require their individual-access acknowledgment under Section 3.7, pay the amounts it has expressly agreed to pay, and promptly notify Readybit of and cooperate concerning known security, injury, property-damage or infringement complaints involving its use of the Services. Readybit will present and retain the applicable organizational acceptance or individual acknowledgment, including the identified organization, accepted version, capacity, timestamp and available account evidence. A user acknowledgment alone cannot place an order, authorize new fees or amend an organizational agreement.

2.6 Changes to Services. Readybit may update the Services to maintain or improve their quality, delivery, security, efficiency or performance, or comply with law. Except for the changes described in the following sentence, during an applicable paid subscription term or included service period Readybit will not materially reduce the standard features or functionality described in the applicable product documentation when the applicable order becomes binding, or expressly agreed by Readybit in a Direct Order or an accepted channel service specification. Changes reasonably necessary to comply with law, address a security vulnerability or service interruption, or respond to a third-party network or service change beyond Readybit’s reasonable control may be made notwithstanding the preceding restriction, with as much notice as reasonably practicable and materially equivalent functionality where commercially feasible. Readybit will give reasonable prior notice of other changes that materially adversely affect Customer. The Product lifecycle provisions of Exhibit A and Section 4.1 remain applicable.

2.7 Support. The Subscription Services include Readybit’s standard customer support services in accordance with the support terms set forth in Exhibit A.

2.8 Service Levels. Subject to the terms and conditions of this Agreement, Readybit will use commercially reasonable efforts to make the Subscription Services available in accordance with Readybit’s service level documentation, as updated from time to time, accessible via https://readybit.com/support.

3 Platform Access And Authorized Users

3.1 Authorized Users. Customer may authorize an unlimited number of individual Authorized Users, including Managed Customer personnel as permitted by Section B10, to use the Subscription Services. Each account is for one individual and may not be shared. Customer may reassign accounts and administer access.

3.2 Customer Responsibility. Customer shall: (i) be responsible for its Authorized Users’ compliance with this Agreement and Order Forms, (ii) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Third-Party Materials, and notify Readybit promptly of any such unauthorized access or use, (iv) use Services and Third-Party Materials only in accordance with this Agreement, Order Forms and applicable laws and government regulations, (v) use Third-Party Materials only in accordance with the terms and conditions associated with such use; and (vi) comply with terms of service of any Third-Party Services with which Customer uses the Subscription Services.

3.3 Usage limits. Unlimited individual Authorized Users are included and no per-user fees apply. Any other usage metric and excess-use rate must be expressly agreed in the applicable purchasing arrangement. Customer owes Readybit excess-use charges only where Customer agreed to those charges in a Direct Order; reseller-billed charges remain with the reseller arrangement.

3.4 Usage restrictions and emergency suspension. Subject to Section B10, Exhibit C and an express Readybit partner agreement, Customer must not resell Readybit subscriptions or provide access outside its authorized scope. Customer and users must comply with Exhibit D and must not violate law or third-party rights, disrupt service, gain unauthorized access, evade an agreed usage limit, reverse engineer Software or Firmware except where law permits, or remove proprietary notices. Readybit may immediately suspend only the access reasonably necessary to address an imminent threat to service security, integrity or availability, ongoing unauthorized access or unlawful use, or a legal requirement. Readybit will notify affected administrators as soon as practicable and restore access promptly when the basis ends. Other termination and channel-payment suspensions follow Section 8 and Exhibit C; a Program Supplement may provide additional protections.

3.5 Cooperation. Customer shall provide all cooperation and assistance as Readybit may reasonably request to deliver the Services including providing Readybit with access to Customer’s information technology infrastructure, as is necessary for Readybit to perform the Services. Customer represents and warrants that it has and will maintain the requisite rights, licenses, consents and permissions to collect, access, use and disclose, and to permit Readybit to access, use and disclose, the Customer Materials provided or otherwise made available to Readybit in connection with the Services and this Agreement. Except as expressly provided in this Agreement, Readybit shall have no responsibility or liability for Customer Materials.

3.6 Customer Systems. Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use the Subscription Services, including modems, hardware, servers, software, operating systems, networking, web servers, etc.

3.7 Individual access acknowledgment. Each individual user must affirmatively acknowledge the applicable access, account-security, confidentiality and acceptable-use rules before access. If the organization already has an agreement, the user acknowledges those rules subject to that agreement and does not accept a second corporate agreement. A person without authority to bind an organization does not represent that it has such authority and does not become personally liable for corporate fees, purchase commitments, indemnities or data-controller obligations by accepting an invitation. Readybit’s warranty disclaimers and the liability limits in Section C9 apply to that individual’s own access-related claims, subject to nonwaivable law, without changing the Customer’s or partner’s contractual rights. No invitation alone makes a Managed Customer a separate subscription buyer.

3.8 Export and compliance. Customer will comply with applicable export-control and sanctions laws and obtain required approvals before exporting, re-exporting or providing prohibited access to Hardware, Software or technology. Readybit will comply with laws applicable to its provision of Services generally. Each party remains responsible for its own industry-specific obligations.

3.9 Documentation and account security. Readybit grants Customer and Authorized Users a non-exclusive right to use applicable Documentation for authorized installation, operation and servicing of the Products, including permitted managed monitoring. Each person must protect its unique credentials, promptly report suspected compromise and maintain compatible equipment and connections. Product updates, including Firmware updates, may be installed automatically as permitted by this Agreement; an automatic update does not authorize an unagreed purchase.

3.10 Privacy notice. Readybit’s Privacy Policy at readybit.com/privacy-policy describes its own account, contract-formation, Website and business-communication practices. Processing Customer Personal Data on Customer’s behalf is governed by the DPA. The notice does not override this Agreement or the DPA’s contractual protections.

4 Third Party Services And Materials

4.1 Third-Party Services and Materials. For integrations Customer chooses, Customer must obtain required Third-Party Services access and authorizes Readybit to exchange Customer Data as needed for the integration. Readybit is not responsible for the third party’s handling of that data or its services or materials. Third-Party Materials are provided as is and as available. Readybit may discontinue an integration without refund or credit if its provider stops supporting it.

5 Confidentiality

5.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Readybit includes, among other things: (i) all user-visible aspects of the Services, (ii) all non-public information regarding features, functionality, and performance of the Services and of any customization or modification developed under Section 2.4, and (iii) the terms and conditions of this Agreement, including all pricing and related metrics. Confidential Information of Customer includes Customer Data.

5.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

5.3 Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer, reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement. Notwithstanding clause (ii), the Receiving Party may disclose Confidential Information to its and its affiliates’ employees, contractors, professional advisers, insurers and financing sources who need to know it to perform or advise on this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 5, and the Receiving Party remains responsible for their compliance.

5.4 Compelled Disclosure. Notwithstanding Section 5.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however, that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.

5.5 Remedies for Breach of Obligation of Confidentiality. Either party may seek injunctive relief for an actual or threatened breach of this Section without posting bond or proving actual damages, where permitted by law.

5.6 Return or Deletion. After expiration or termination of this Agreement, each party will, within thirty (30) days after the other party’s request, return or delete the other party’s Confidential Information, except records required by law, routine backups and material it remains entitled to retain. Retained information remains protected. Customer’s Section 8.3 export rights are preserved.

6 Proprietary Rights

6.1 Ownership of Services. Readybit shall own and retain all right, title, and interest in and to the Readybit-owned Software, Firmware and Subscription Services. To the extent Customer acquires any right, title, or interest therein, Customer hereby assigns all of its right, title, and interest in such Readybit-owned Software, Firmware and Subscription Services to Readybit. Third-party hardware, firmware and other materials remain owned by their respective licensors; Readybit does not claim or assign rights it does not own.

6.2 Customer Data. As between the parties, Customer retains its rights in Customer Data, and Readybit acquires no ownership of Customer Data under this Agreement. Customer grants Readybit a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and use Customer Data, and to modify and create derivative works of Customer Data, solely to provide, maintain, secure, repair, and improve the Services and as otherwise permitted by this Agreement and the DPA; and to permit Readybit’s contractors and service providers (including sub-processors) to exercise such rights for the foregoing purposes. Customer is solely responsible for backing up Customer Data during the Term and acknowledges that access to Customer Data through the Services may cease following expiration or termination of this Agreement, subject to Section 8.3. Readybit shall own and retain all right, title, and interest in and to Aggregate Data. This purpose-limited license applies to direct and channel Customers alike. Customer and a Channel Partner retain their respective rights in the data they lawfully supply; an administrator’s access does not transfer ownership. A partner’s own agreement cannot grant rights in Customer Data that the partner lacks authority to grant.

6.3 Sensor Data. Readybit shall own and retain all right, title, and interest in and to Sensor Data and Aggregated Statistics. Readybit shall provide a limited license to Customer to view its own Sensor Data and Aggregated Statistics in connection with Customer’s use of the Services. Customer may retain and use readings and reports lawfully downloaded during the Order Term or export period, and share them as permitted by Section B10, after termination. This permission survives termination and does not transfer Readybit’s ownership rights. Aggregated Statistics may be used and disclosed only in a form that does not reasonably identify Customer, another entity, any individual or their sites or locations. Readybit does not sell Customer Data or Sensor Data in an identifying form.

6.4 Feedback. Customer licenses Readybit to use feedback about the Services worldwide, permanently, irrevocably and without royalties. This does not authorize disclosure of Customer Confidential Information.

6.5 No Other Rights. No rights or licenses are granted except as expressly set forth herein.

7 Fees And Payment

7.1 Fees and payer. Customer pays Readybit only the fees, shipping and taxes it expressly agrees to pay in a Direct Order, including expressly agreed excess-use charges. A Channel Partner pays its own wholesale charges under its agreement with Readybit. Customer pays reseller-billed amounts to its reseller under their Channel Order; acceptance or use alone does not make Customer responsible for a partner’s debts or authorize a duplicate subscription charge. Sections 7.2 through 7.6 govern amounts Customer owes Readybit, not amounts owed under a Channel Order.

7.2 Invoicing and Payment. Fees will be invoiced in advance unless otherwise stated in the relevant Order Form. Fees are due thirty (30) days from the date of invoice. Customer is responsible for providing complete and accurate billing and contact information to Readybit and notifying Readybit of any changes to such information.

7.3 Overdue Charges. If any invoiced amount is not received by Readybit by the due date, then without limiting Readybit’s rights or remedies, those charges may accrue late interest at the rate of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If any Fee owed by Customer is thirty (30) days or more overdue, Readybit may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full.

7.4 Payment Disputes. If Customer believes that Readybit has billed Customer incorrectly, Customer must contact Readybit no later than thirty (30) days after the invoice date on the invoice in which the believed error or problem appeared in order to receive an adjustment or credit, if appropriate. Inquiries should be directed to Readybit’s customer support department at support@readybit.com.

7.5 Taxes. Customer shall pay, and shall be liable for, all taxes relating to Readybit’s provision of the Services hereunder. Readybit shall pay, and shall be liable for, taxes based on its net income or capital.

7.6 No Deductions or Setoffs. All amounts payable to Readybit hereunder shall be paid by Customer to Readybit in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.

8 Term And Termination

8.1 Term. For a Customer with a Direct Order, this Agreement commences on the Effective Date and shall run for a period of three (3) years (the “Initial Term”), unless terminated earlier as provided in Section 8.2. Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and any Renewal Terms are collectively referred to as the “Term”. Each Direct Order shall specify its applicable duration (the “Order Term”). If any Direct Order remains in effect at the time the Term would otherwise expire, the Term shall automatically extend until the expiration or termination of all outstanding Direct Orders. Notice of non-renewal of this Agreement shall constitute notice of non-renewal of all outstanding Direct Orders and subscriptions thereunder. For a Customer without a Direct Order, the account agreement continues while Customer has an authorized account or subscription entitlement, subject to Section 8.2 and Exhibit C. No three-year purchase or payment commitment arises solely through organizational acceptance or a user acknowledgment.

8.2 Termination. Either party may terminate this Agreement and all outstanding Direct Orders for cause if: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) to the extent permitted by applicable law, upon written notice if the other party ceases business or becomes subject to insolvency, receivership or liquidation proceedings. No termination or suspension may be exercised solely on a ground prohibited by applicable bankruptcy law. Where a material breach relates only to a particular Direct Order, the non-breaching party may instead terminate that Direct Order alone on the same notice and cure terms, and this Agreement and all other Direct Orders continue in effect.

8.3 Effect of Termination. Upon termination or expiration of this Agreement: (i) all outstanding Direct Orders shall terminate concurrently; (ii) Customer will pay undisputed fees and shipping charges accrued through the effective date of termination or expiration; if Customer terminates for Readybit’s uncured material breach, Readybit will refund prepaid subscription fees attributable to the period after termination and Customer owes no subscription fees for that period; if Readybit terminates for Customer’s uncured material breach, any obligation to pay remaining committed fees applies only as expressly stated in the applicable Direct Order; and expiration or non-renewal does not accelerate fees for any later term; (iii) licenses to the terminated Subscription Services end, except for export rights under clause (iv); the Firmware license in Section 2.2 and retained-reading and report rights in Section 6.3 continue as stated there; and (iv) for thirty (30) days following termination or expiration, 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 DPA. For purposes of this Section 8.3, subscription fees accrue ratably by day over the service period to which they relate, regardless of when invoiced or payable; advance invoicing does not cause fees for a later service period to accrue early; and Hardware charges accrue on shipment. Clause (ii) does not limit any refund expressly provided elsewhere in this Agreement, including Section 10.1, Exhibit A or the DPA. When an individual Direct Order expires or is terminated while this Agreement continues, clauses (ii) and (iii) of this Section 8.3 apply to that Direct Order and to the Services and Units under it, and clause (iv) applies to the Customer Data associated with that Direct Order, including data formerly shared with a Direct Order that has already ended, that no continuing Direct Order requires. Customer Data, site records and access that a continuing Direct Order requires are preserved and remain available under that Direct Order, and this Agreement and all other Direct Orders continue unaffected. For channel-funded Services, Exhibit C governs the funding, continuity and recipient of any refund. Termination of one partner relationship does not itself terminate independently contracted or funded Customer Services. No refund is payable twice for the same Unit, service period and loss.

8.4 Survival. Sections 2.2 (Firmware license only), 4–6, 7.3, 8.3, 8.4 and 9–18, and any provision of a Direct Order or Exhibit expressed to survive, survive expiration or termination. The Hardware Warranty continues for its stated warranty period for Hardware already purchased. Exhibit A’s Product lifecycle and Field actions provisions continue for Hardware already supplied, subject to their stated conditions and periods, including any applicable subscription requirement. All other rights and obligations cease except accrued obligations and surviving rights.

9 Warranty And Disclaimer

9.1 Representations. Each party represents and warrants that it has validly entered into this Agreement and that it has the power and authority to do so.

9.2 Readybit Warranties. Readybit warrants that during Customer’s applicable subscription or Included Period: (i) the Subscription Services will perform materially in accordance with the applicable documentation; and (ii) Readybit will perform the Services in a professional and workmanlike manner. For a material nonconformity, Readybit will use commercially reasonable efforts to correct it. If it remains uncured thirty (30) days after Customer’s written notice, Customer may terminate the affected Services under Section 8.2 and receive the applicable unused prepaid-service refund under Section 8.3 or Exhibit C. These remedies do not limit a separately agreed remedy.

9.3 Customer Warranties. Customer warrants that: (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of the Customer Data; and (ii) it shall comply with applicable law, and the provision and use of Customer Data as contemplated by this Agreement and the Services does not and shall not violate any terms of use or other agreement to which Customer is a party or any law or regulation to which Customer is subject.

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, READYBIT DOES NOT WARRANT THAT ACCESS TO THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES READYBIT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS,” AND READYBIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. READYBIT MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED REGARDING THIRD-PARTY SERVICES, INCLUDING THE ABILITY TO INTEGRATE THE SAME WITH READYBIT’S SERVICES. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS".

10 Indemnity

10.1 Indemnification by Readybit. Readybit will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Subscription Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of the Subscription Service: (i) made in whole or in part in accordance with Customer specifications, (ii) that are modified or otherwise altered, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Subscription Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, portions or components of any Subscription Service are held by a court of competent jurisdiction to be or are believed by Readybit to be infringing, Readybit may, at its option and expense (a) replace or modify the Subscription Services 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 Subscription Services, 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 such Subscription Services. This Section states Customer’s sole and exclusive remedies for claims of infringement. The above defense and indemnification obligations do not apply to the extent a claim against Customer arises from any Third-Party Materials, Customer Materials, a Third-Party Service, or a breach of this Agreement or applicable Order Forms by Customer (including, for avoidance of doubt, by an action or omission of Customer).

10.2 Indemnification by Customer. Customer will defend, indemnify, and hold Readybit including its officers, directors, employees and agents, or its Affiliates (collectively, “Readybit Indemnified Parties”) harmless from and against any claim, demand, suit or proceeding made or brought against a Readybit Indemnified Party by a third party: (i) alleging that any Customer Data infringes or misappropriates such third party’s intellectual property, privacy, or other proprietary rights, or (ii) arising from Customer’s use of the Services in breach of the Agreement, Order Form, or applicable law; (iii) based on Customer’s gross negligence or willful misconduct; or (iv) arising from a breach by Customer of its non-disclosure obligations under Section 5 herein that results in an unauthorized disclosure of Confidential Information; (each a “Claim Against Readybit”). Customer will pay any damages, attorney fees and costs finally awarded against Readybit Indemnified Parties as a result of, or for any amounts paid by Readybit Indemnified Parties under a settlement approved by Customer in writing of, a Claim Against Readybit.

10.3 Product Liability. Readybit will defend, indemnify and hold harmless Customer from and against third-party claims for bodily injury, death or damage to tangible property to the extent caused by a defect in the design or manufacture of the Hardware as supplied by Readybit. Customer will defend, indemnify and hold harmless Readybit from and against third-party claims for bodily injury, death or damage to tangible property to the extent caused by Customer’s equipment, sensors, wiring, enclosures, assembly, installation or servicing, or by any modification of the Hardware not performed by Readybit. For Hardware purchased through a Channel Partner, the contractual hardware/product indemnity owed by Readybit to its purchasing partner is governed by that partner agreement, not created anew by this Section; Exhibit C and any applicable Program Supplement govern Customer’s rights. Nonwaivable rights are preserved.

10.4 Indemnification Procedures. A party seeking indemnification under this Section 10 (the “Indemnified Party”) shall: (i) promptly give written notice of the claim to the indemnifying party (the “Indemnifying Party”); provided that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent it is materially prejudiced by such failure; (ii) give the Indemnifying Party sole control of the defense and settlement of the claim; and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all reasonable assistance and cooperation as the Indemnifying Party may request. The Indemnifying Party shall not settle any claim in a manner that admits liability on the part of the Indemnified Party or imposes obligations on the Indemnified Party (other than the payment of money covered by the indemnity) without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

11 Limitation Of Liability

EXCEPT FOR THE SUPERCAPPED OBLIGATIONS AND THE UNCAPPED OBLIGATIONS DEFINED BELOW: (I) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID OR OWED BY CUSTOMER TO READYBIT HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT); AND (II) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

“SUPERCAPPED OBLIGATIONS” MEANS A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNITY) AND ITS LIABILITY FOR BREACH OF SECTION 5 (CONFIDENTIALITY). CLAUSE (II) ABOVE DOES NOT APPLY TO SUPERCAPPED OBLIGATIONS. EACH PARTY’S AGGREGATE LIABILITY FOR ALL SUPERCAPPED OBLIGATIONS SHALL NOT EXCEED FIVE HUNDRED THOUSAND U.S. DOLLARS (US$500,000). THAT AMOUNT IS SEPARATE FROM, AND IS NOT REDUCED BY OR COUNTED AGAINST, THE CAP IN CLAUSE (I).

“UNCAPPED OBLIGATIONS” MEANS CUSTOMER’S OBLIGATION TO PAY FEES, SHIPPING CHARGES AND COLLECTION COSTS DUE UNDER THIS AGREEMENT AND A PARTY’S LIABILITY FOR ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NONE OF THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 11 APPLIES TO UNCAPPED OBLIGATIONS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL NOT APPLY TO THE EXTENT PROHIBITED BY IT. Section C9 supplies the alternative liability allocation only for a channel Customer without a Direct Order or other signed agreement establishing a different allocation; it does not replace this Section for a direct subscription Customer merely because its Hardware came through a channel.

12 Governing Law And Dispute Resolution

This Agreement is governed by Washington law, without giving effect to conflict-of-laws rules. Neither the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies. For a Customer with a Direct Order, this Agreement selects no exclusive forum. For a Customer without a Direct Order or another signed Readybit agreement selecting or excluding a forum, disputes under this Agreement are subject to the state courts in Kitsap County, Washington or the United States District Court for the Western District of Washington. A Program Supplement may expressly select another governing law or forum. Individual acknowledgment does not alter a signed agreement’s dispute provisions.

13 Security

Readybit will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in Readybit security documentation which may be accessed at https://readybit.com/security (the “Security Documentation”). Unless otherwise specified in an Order Form, Customer Data may not include any sensitive or special data that imposes specific data security or data protection obligations on Readybit in addition to or different from those specified in the Security Documentation. The terms of the data processing addendum available at https://readybit.com/dpa ("DPA") shall apply to the extent Customer Data includes Personal Data, as defined in the DPA and the Security Documentation. Processing of Personal Data of individuals located in the European Economic Area, the United Kingdom or Switzerland is governed by Section 10.2 of the DPA. No standard contractual clauses or related transfer addenda are incorporated into this Agreement unless executed as provided in that Section. Readybit will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming, of any unauthorized access to or disclosure of Customer Data held by Readybit, and will provide the information reasonably needed for Customer to meet its own notification obligations.

14 Publicity

Customer agrees that Readybit may identify Customer as a customer of the Subscription Services and use Customer’s logo and trademark in Readybit’s promotional materials. Readybit may disclose this Agreement to professional advisers, financing sources and prospective acquirers who need it for advice, financing or transaction evaluation and are bound by confidentiality obligations at least as protective as Section 5.

15 Notices

All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile). Notices to Readybit will be addressed to the attention of “Legal”, at 19225 8th Avenue Northeast, Suite 201-1802, Poulsbo, Washington 98370, or by electronic mail to legal@readybit.com; or as updated by Readybit via written notice to Customer. Notices to Customer will be addressed to the relevant contact designated by Customer in a Direct Order or its organizational account record or as updated by Customer via written notice to Readybit. All notices, consents, and other communications between the parties under an Order Form will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.

16 Force Majeure

Readybit is excused from delays or failures caused by events beyond its reasonable control, including power, communications and third-party service outages. This does not excuse obligations Readybit could reasonably have performed despite the event.

17 Assignment

Customer needs Readybit’s written consent to assign this Agreement, except to an affiliate or in a merger, reorganization, consolidation, asset sale or similar transaction if the assignee assumes Customer’s obligations in writing. Readybit may subcontract performance.

18 General Provisions

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. Subject to the existing-agreement protection in the introductory provisions and the purchasing distinctions in Exhibit C, this Agreement, together with the Order Forms entered into hereunder and all exhibits, annexes and addenda hereto and thereto 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. 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 neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and an Order Form, the Order Form prevails as to the Services, quantities, prices, dates, Order Term, payment terms, user entitlements, renewal terms and the matters addressed in Exhibit B, subject to the following rule for subsequent Order Forms. An Order Form changes Sections 5 and 9 through 13 of this Agreement only through an entry in a section titled “Express Overrides” that names the Section changed and states the replacement text. Other text on an Order Form does not change those Sections. The identified existing Agreement and its amendments, and previously negotiated provisions applicable to the subsequent order, remain effective. A subsequent Order Form may establish quantities, prices and service dates for the Units expressly ordered, but does not modify any other existing negotiated provision, including payment terms, user entitlements or renewal and non-renewal rules, unless a section titled “Express Overrides” identifies the specific provision and states the agreed change. That express change prevails only to its stated extent. For additions to an existing Order Form, that order’s term, billing anniversary and renewal rules continue unless changed in Express Overrides. Standard wording or prefilled fields alone do not override existing negotiated provisions. Headings are for convenience only. “Including” means including without limitation. No Channel Order or website policy creates an amendment to a Readybit agreement by implication. Additional product or Program Supplement terms apply only if identified and made available before Customer’s organizational acceptance or expressly accepted later by an authorized representative. Individual access acknowledgment does not amend corporate risk allocation or purchasing commitments. Modifications for an existing Customer require the acceptance required by this Section; an ordinary sign-in or continued use alone is not agreement to a corporate amendment.

Exhibit A

Service Descriptions

Description of the Hardware. “Hardware” means only the Readybit devices and Readybit-supplied accessories identified by model and quantity in the Direct Order or Channel Order. Third-party equipment, sensors, wiring, power supplies and enclosures are excluded unless expressly identified in the Direct Order or Channel Order as supplied by Readybit. The Hardware monitors and reports the standard measurements supported by the ordered model, as described in Readybit’s applicable product documentation; it does not control pumps, dosing equipment, fire-suppression or any other safety system, and the equipment in which it is installed operates independently of it.

Operating responsibility. The Services supplement Customer’s operations. Customer remains responsible for replenishment, maintenance and timely response to readings and alerts, and must maintain independent checks appropriate to the risk. Customer must require Managed Customers to do the same. Readings and alerts may be inaccurate, delayed or unavailable.

Product lifecycle. Readybit will give the direct Hardware purchaser at least twelve (12) months’ written notice before discontinuing the Hardware model supplied under this Agreement and will offer a form, fit and function compatible successor or a last-time-buy opportunity. Readybit will continue to provide monitoring, hosting and support for Units already shipped for the longer of the applicable service term and three (3) years after shipment of the last Unit, subject to the applicable paid or funded end customer subscription or Included Period, and subject to discontinuation of a cellular network, component or third-party service beyond Readybit’s reasonable control, in which case Readybit will give as much notice as it reasonably can and offer a migration path where one is commercially available. For channel-supplied Hardware, this direct-purchase lifecycle promise is not a separate undertaking to an end customer; applicable commitments flow through the purchasing partner or an identified Program Supplement.

Field actions. If a defect in the design or manufacture of the Hardware as supplied by Readybit requires a recall, retrofit or replacement of installed Units for safety or regulatory reasons, Readybit will supply replacement or corrected Units at no charge and reimburse Customer’s reasonable, documented removal and reinstallation labor at rates agreed in advance, not to exceed the price paid per affected Unit, except where the action is required by Customer’s equipment, sensors, wiring, enclosure, assembly or installation, in which case Customer bears those costs and Readybit will provide reasonable technical assistance. This field-action reimbursement promise runs to the direct purchaser from Readybit; an applicable Program Supplement may give channel Customers further rights.

Description of the Software. Readybit’s software platform that provides Customer access to its Sensor Data, as collected by the Hardware.

Description of the Subscription Services. The Subscription Services provide the standard monitoring, dashboard, analytics, reporting and alerting features for the Hardware model purchased, as described in Readybit’s applicable product documentation.

Description of the Warranty and Support. Readybit will provide the following support services for Customers:

Direct-purchase Hardware Warranty: Readybit provides a one (1)-year replacement warranty against Hardware failures in normal documented use not caused by negligence, beginning on the earlier of activation (as defined in Section B3) and one hundred eighty (180) days after shipment to Customer. Readybit-supplied accessories delivered with a Unit share its warranty period; a separately supplied accessory has a one-year warranty from delivery. The warranty excludes failures to the extent caused by sensors, wiring, power supplies or enclosures not supplied by Readybit, misuse, improper voltage, accidental damage, unauthorized modification, normal wear, consumable parts, or installation or use contrary to Readybit’s documentation. An inherent defect is not excluded solely because the Hardware contains third-party components. The direct purchaser from Readybit submits claims through Readybit’s RMA process with the serial number and reasonably available failure information. Readybit will assess warranty claims promptly and will not unreasonably withhold or delay approval of a covered claim. Readybit pays reasonable standard shipping for covered returns and replacements and ships replacements to Customer’s designated location; Customer handles removal and reinstallation. Readybit may correct a covered failure through a software or configuration correction or replace the failed Hardware with new or functionally equivalent reconditioned Hardware meeting the agreed specifications. A replacement carries the remainder of the original warranty or ninety (90) days, whichever is longer, and continues the replaced Unit’s subscription without a new term or duplicate charge. If Readybit cannot correct or replace the Hardware within thirty (30) days after approving the claim and receiving reasonably needed access or the failed Hardware, Customer may elect a refund of the price paid for that Hardware upon its return. If Customer elects that Hardware refund, Customer may also terminate the affected Unit’s subscription; Readybit will refund prepaid subscription fees attributable to the period after that termination, and no further subscription fees accrue for that Unit. This does not terminate subscriptions for other Units. For an advance replacement, Customer must return the failed Hardware using Readybit’s prepaid instructions within thirty (30) days after receiving the replacement, unless otherwise agreed. After an additional ten (10) business days’ written notice, Readybit may charge the applicable Hardware price for an unreturned item, or reasonable documented replacement and shipping costs if inspection establishes an excluded cause. An intermittent failure is not excluded solely because it is not reproduced in a single inspection. These warranty and return provisions control inconsistent support-page summaries. For channel Hardware, Readybit’s warranty runs to the purchasing partner and is routed under Section C3 unless a Program Supplement expressly grants direct end-customer rights. Correction, replacement or refund is Customer’s exclusive remedy for breach of this Hardware Warranty; it does not limit Section 10.3, the Field actions provision or rights that cannot lawfully be limited. Section 11 applies.

Service Warranty: Email technical support available generally at readybit.com/support.

Exhibit B

Standard Ordering Provisions

Sections B1 through B9 and B12 apply only to Direct Orders, including a direct subscription order for channel-purchased Hardware; Hardware sale, price, title and shipment provisions apply only to Hardware actually sold by Readybit to that Customer. Sections B10 and B11 apply to all permitted use, including channel subscriptions. Capitalized terms have the meanings given in this Agreement or the applicable Direct Order.

B1 Subscription pricing

Customer buys a subscription for each Unit at the annual rate stated in the Order Form, unless volume tiers stated in the Order Form apply under Section B9.

B2 Hardware pricing

Hardware prices are stated in the Order Form, with a separate price for each model. No volume discount applies unless volume tiers stated in the Order Form provide one under Section B9.

B3 Subscription commencement

Each Unit’s “Subscription Start Date” is the date stated for that Unit in the Order Form or, if none is stated, the earlier of (a) activation and (b) thirty (30) days after shipment by Readybit, but never earlier than the Order Start Date. Any stated Subscription Start Date must fall within the Order Term. For this Agreement, “activation” means first commissioning on the Readybit platform for operational monitoring at Customer’s or a Managed Customer’s installation site, excluding factory testing, preconfiguration and provisioning as an unissued spare.

B4 Order term and renewal

For an initial order or a new independent order, the Order Term begins on the Order Start Date stated in the Order Form and runs for the number of months stated in the Order Form (the “Initial Order Term”). Subscriptions for all Units under the Order Form, including Units added during the Order Term, end together at the end of the then-current Order Term and then renew together for successive one (1) year periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. Subscription fees are invoiced annually in advance for each billing period. Each billing period begins on the Order Start Date, an anniversary of that date during the Initial Order Term, or the first day of a renewal term, as applicable, and ends on the earlier of the next applicable annual billing date and the end of the then-current Order Term. No invoice covers service after the end of the then-current Order Term, and each renewal term begins a new annual billing period. Annual billing does not permit cancellation or Unit reduction during the then-current Order Term, except as this Agreement permits. For an addition to an existing Order Form identified under Section 2.3, the identified order’s current Order Term, billing anniversary and renewal rules govern; the addition does not start a separate term. Any stated addition date is a service commencement date, not a new Order Start Date for the original order. The “Order Term” includes the Initial Order Term and each renewal term.

B5 Added Units and proration

The commencement and proration rules in this Section B5 apply to every Unit, whether purchased under an initial order, new independent order or addition. Incremental Units added to an existing Order Form identified under Section 2.3 join that order’s then-current Order Term and billing schedule. A new independent order has its own Order Term and billing schedule under Section B4. Subscription fees for each Unit begin on its Subscription Start Date. Readybit invoices a Unit’s first subscription fees on that date, covering the rest of the current billing period and prorated by the number of chargeable days divided by the number of days in the corresponding twelve (12) month period, and thereafter invoices that Unit annually in advance with the other Units. Any billing period shorter than twelve (12) months is prorated on the same basis. Additional Units use the Hardware prices stated in the Order Form during its Initial Order Term and the then-applicable subscription rates, subject to stated volume tiers. Section B8 governs renewal pricing.

B6 Hardware shipment and payment

Hardware may be shipped in the installments and on the dates agreed in the Order Form. Hardware is invoiced on shipment of each installment. All invoices are due thirty (30) days after their date. Title to and risk of loss of Hardware pass to Customer upon delivery to the stated delivery address. Readybit retains a security interest until the Hardware is paid for in full. Customer pays invoiced Hardware shipping costs. A purchase order is administrative only and does not add or change terms. Readybit will apply a valid tax exemption or resale certificate to the extent applicable law permits.

B7 Authorized users

Unlimited individual Authorized Users are included, including invited Managed Customer personnel; no per-user fees apply. Administrators manage authorized invitations and access. Readybit presents the individual acknowledgment under Section 3.7. No user acknowledgment restarts a term or selects a new corporate agreement version.

B8 Pricing after the order term

Subscription pricing stated in the Order Form continues for each renewal term unless Readybit gives Customer written notice of new pricing at least ninety (90) days before the renewal date. New pricing takes effect at the start of that renewal term. Hardware pricing after the Initial Order Term is as quoted at the time of order.

B9 Volume tiers

Volume tiers apply only if stated in the Order Form. Subscription tiers cover all active Units, determined at each billing period’s start. Hardware tiers apply to every Unit in a signed Order Form, based on Customer’s total Hardware quantity purchased in the preceding twelve (12) months, including that order. Prior purchases are not repriced.

B10 Customer site monitoring and access

Customer-site monitoring and access. Customer may use the Services for its own sites and, as a chemical distributor or other service provider, to monitor and service containers and equipment at the sites of its customers identified in the Order Form or associated with Customer through the Services ("Managed Customers"). This permission overrides restrictions in Sections 1.4, 2.2, 3.4 and 6.3, Exhibit D that would otherwise prohibit this monitoring, use of the Sensor Data associated with those sites in providing Customer’s services, or sharing of the associated readings and reports with the relevant Managed Customer. Customer may invite Managed Customer personnel as Authorized Users; their access is limited to their own sites and associated data. Customer will obtain and maintain each Managed Customer’s authorization for device placement, monitoring, access and the related collection, processing and sharing of data. Customer remains responsible for its Authorized Users’ compliance with the Agreement. This permission does not transfer ownership of Sensor Data or authorize Managed Customer personnel to access another Managed Customer’s data. Customer is responsible for the fees allocated to it in the Order Form; Managed Customers and their users do not become liable for those fees merely by using the Services. Customer may charge for its own monitoring, replenishment or other services incorporating this permitted use. This permission does not grant a general right to resell Readybit Hardware and platform subscriptions as a reseller or distributor; that channel relationship requires a separate written agreement.

B11 Regulated and critical process use

This Section B11 applies whenever Customer or a Managed Customer uses the Services to monitor chemicals or processes at a regulated or critical facility, including a water or wastewater treatment facility, whether that use begins at initial deployment or later and regardless of any anticipated-use declaration in an Order Form. The Services are an advisory monitoring and alerting tool. They are not a process-control, safety or compliance system and are not designed to satisfy any monitoring, alarm, recordkeeping or reporting requirement imposed on Customer or any Managed Customer by law, permit or regulator. Customer will maintain, and will require each Managed Customer to maintain, the independent monitoring, alarms, inspections and treatment controls that applicable law and good operating practice require. Customer will not rely on the Services, and will require its Managed Customers not to rely on the Services, as the sole means of detecting a low chemical level, a failed chemical feed or any other condition affecting treatment, public health or safety. Alerts may be delayed or not delivered because of power loss, cellular or network conditions, sensor or installation faults, or other causes outside Readybit’s control.

B12 Customer purchase terms

Customer purchase terms do not apply to this Agreement.

Exhibit C

Channel Purchases And Administration

C1 Scope. This Exhibit applies whenever Hardware or monitoring is obtained through a Channel Partner. A hardware-only distributor sells Hardware; Customer separately purchases monitoring directly from Readybit. A reseller buys monitoring from Readybit and resells it to Customer, which pays the reseller. An OEM program may include a funded period and identify the later payer in a Program Supplement. A Channel Partner’s own wholesale agreement controls its obligations to Readybit; it is not incorporated as an undisclosed set of additional end-customer obligations.

C2 Purchases and ownership. The Channel Order governs Customer’s price, delivery, transfer of Hardware ownership, returns and seller warranties. Customer’s Hardware is owned as provided in that purchase, not by virtue of a subscription. A direct subscription order does not sell the Hardware again or transfer title a second time. No agreement between Customer and a partner binds Readybit to additional promises unless Readybit expressly agrees.

C3 Hardware warranties and claims. Readybit’s Hardware Warranty, replacement/refund and field-action obligations run to its direct Hardware purchaser under that purchase agreement. An end customer routes claims through its seller or that seller’s authorized service provider. Readybit may assist with an RMA without creating a different direct warranty. A specific Program Supplement or nonwaivable law may provide additional Customer rights. Replacement does not restart or duplicate the existing subscription; a replacement follows the replaced Unit’s entitlement. Refunds for channel-purchased Hardware follow the purchasing arrangement; Customer does not receive both a seller refund and a second Readybit refund for the same loss.

C4 Program Supplements. An OEM or other authorized program may have a named customer-facing supplement (“Program Supplement”) identifying its products, entitlement, payer, warranty routing and special protections. It applies only to the associated program/Units and must be provided or made available before Customer accepts it, or separately accepted by an authorized representative. Its express terms prevail over this Agreement to their stated extent, subject to the DPA’s precedence on Processing and any applicable signed amendment rules. It cannot make an OEM, reseller or distributor a party to a new customer agreement by a technician’s sign-in. Readybit retains the applicable supplement and Unit/program association. Customer acceptance does not amend the underlying OEM or partner agreement.

C5 Administration and data authorization. Customer authorizes its subscription reseller to provision the purchased monitoring, administer its Customer account, invite and remove users and receive associated data and alerts to supply and support that monitoring, subject to the Channel Order and role-based limits. An OEM or other service provider receives only the access Customer or its applicable Program Supplement authorizes. Hardware distribution alone grants no continuing account or data access. Customer may revoke a delegated data/access authorization prospectively through Readybit; this does not cancel an existing payment commitment or erase records Readybit must retain. The parties will arrange any necessary change of provider or account administration without disclosing other customers’ data. A partner’s right to view alerts does not itself create a duty to monitor or respond; such a duty requires its express agreement.

C6 Separate payer and user. Readybit records the subscription payer and entitlement for each Unit/account. A reseller-billed Customer pays its reseller; a direct subscription Customer pays Readybit under its Direct Order; the specified OEM payer funds an Included Period. Customer and its users do not guarantee a Channel Partner’s debts. New direct charges or a change of payer require an agreement by the new payer’s authorized representative. Unlimited individual users remain included without per-user charges.

C7 Partner default and continuity. Ending or breaching a partner agreement does not itself end a separately paid direct Customer subscription. Readybit will honor service periods already paid to Readybit and express funded Included Period commitments, subject to Customer’s own compliance and any applicable Program Supplement. For an unpaid reseller-funded entitlement, Readybit may suspend only the affected unfunded Services after written notice to the reseller and affected Customer at least ten (10) days beforehand and a reasonable opportunity to arrange continuation; emergency suspension remains governed by Section 3.4. Customer need not pay the partner’s debt. Payment to a reseller is not a representation that Readybit received it, and does not create an additional unfunded Readybit service guarantee. Readybit will offer available direct or replacement-channel continuation on expressly accepted terms and credit any unused period already funded to Readybit; no duplicate Readybit charge applies for that funded period. No automatic or indefinite free continuation is promised.

C8 Refunds, termination and export. Termination of Customer’s platform entitlement does not by itself cancel amounts Customer committed to its reseller. Refunds for reseller-funded Services are credited to the payer from whom Readybit received the corresponding prepayment, with the reseller required under its agreement to pass the appropriate benefit to its customer. A Program Supplement may instead provide a direct refund. No person recovers twice for the same Unit, period and loss. The thirty-day Customer Data export right in Section 8.3 remains available to Customer for its data; a partner may export only data it remains authorized to receive. Continuing accounts and lawfully retained records are not deleted merely because a partner’s own access ends.

C9 Channel-only liability and IP indemnity. This Section applies only where Customer has no Direct Order or other signed Readybit agreement specifying liability, and yields to an applicable Program Supplement. For that channel-only relationship, the following replaces Section 11: TO THE FULLEST EXTENT PERMITTED BY LAW, READYBIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OR INTERRUPTION OF DATA OR SYSTEMS, OR COST OF SUBSTITUTE GOODS OR SERVICES. THEIR COMBINED AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT IS LIMITED TO THE GREATER OF AMOUNTS CUSTOMER PAID READYBIT FOR THE AFFECTED PRODUCT IN THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM AND US$100. NO LIMIT APPLIES TO THE EXTENT PROHIBITED BY LAW. A claim against Readybit under this channel-only relationship must be brought within two years after Customer discovered or should have discovered the event, to the extent permitted by law. Section 10.1 applies to Readybit’s supplied Hardware, Firmware, Software and Documentation as well as Subscription Services for this channel-only relationship, with its exclusions and remedies; Section 10.4 provides the indemnity procedure. Section 10.3 does not create an additional direct contractual Hardware indemnity for a channel end customer. For Customer with a Direct Order, Section 11 and the indemnity scope elsewhere in this Agreement apply instead, even if Hardware was bought through a distributor.

C10 Channel account duration and subscriptions. Section 8.1’s three-year master term and Exhibit B’s direct-order renewal, commencement and invoicing rules do not create a channel subscription commitment. The applicable Channel Order and funded entitlement determine channel service dates and renewals. For that channel-only relationship, the “Term” is the period during which the account agreement continues while Customer has authorized access or an active entitlement; firmware survival and export rights continue as stated. No continued sign-in renews a reseller contract or makes Customer Readybit’s payer. For that channel-only relationship, instead of Section 17, neither party may assign without the other’s prior consent, not unreasonably withheld, except an entire-agreement transfer to an affiliate or in a merger, acquisition, reorganization or substantially-all-assets sale if the assignee assumes the obligations in writing. An applicable Program Supplement’s additional assignment protections remain.

Exhibit D

Acceptable Use Policy

D1 Scope and permissions. This Policy is part of the Customer Agreement. It does not narrow expressly permitted managed monitoring, authorized partner administration or rights granted in a signed Readybit agreement. New policy publication alone does not amend a signed agreement; modifications follow Section 18 and applicable Program Supplement protections.

D2 Prohibited conduct. Customer and users must not use, facilitate or encourage use of the Services for illegal, harmful or offensive activity or content; infringement of intellectual-property, privacy or other rights; unauthorized collection of information about people or property; malware, viruses, Trojan horses or harmful code; disruption of others’ use or Readybit’s provision of Services; unauthorized access, vulnerability testing, security bypass or account tampering; or conduct that unlawfully harms people or property. They must not reverse engineer, copy, modify, sell, sublicense or provide the Software or Services outside an expressly granted license, except as law permits. Permitted resale under a separate Readybit partner agreement, authorized managed monitoring and Customer’s authorized sharing of its own readings are not prohibited merely because another business benefits.

D3 High-risk and regulated use. The Services monitor and report; they do not control equipment or replace safety, process-control or legally required monitoring. Use where service interruption could cause death or injury requires independent fail-safe alternatives at all times. Section B11 applies to regulated/critical facilities and requires independent monitoring, alarms, inspections and treatment controls. Power, network, installation and sensor failures can delay or prevent readings and alerts.

D4 Investigations and enforcement. Readybit may investigate reported misuse and notify affected administrators. Suspension and termination must follow Sections 3.4 and 8 and Exhibit C, including applicable Program Supplement notice, cure and paid-period protections. This Policy does not create a separate unrestricted suspension right.