Last Updated: April 10, 2018

Welcome, and thank you for your interest in Sigsense Technologies, Inc. (“Sigsense”, “we,” or “us”) and our Web site at www.sigsensetech.com (the “Site”), and our related web sites, networks, software, applications, and other services provided by us (together with the Site, our “Service”). These Terms of Service (the “Agreement”) are a legally binding contract between the company or other organization accepting these terms (“You” or “Your”) and Sigsense regarding Your use of the Service.

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE “Create an Account” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU ACKNOWLEDGE RECEIPT OF OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “Create an Account” BUTTON.

1. THE SERVICE. The Service is an analytics solution that tracks the operation of machinery and industrial equipment to detect operational issues before and during failure, optimize usage patterns, identify efficiencies, and allow You to monitor the state of Your equipment on the Site.

2. ELIGIBILITY. You represent and warrant to us that You are a company or other organization, properly formed in Your state or country of incorporation; that the information You provide to us during the registration process, and from time to time while using the Service, is true, accurate, and correct; and that Your use of the Service is in compliance with all applicable laws and regulations. The individual accepting this Agreement on Your behalf represents and warrants to us that he or she (i) is at least 18 years of age, (ii) has the authority to bind You to this Agreement, and (iii) agrees on Your behalf to be bound by this Agreement.

3. ACCOUNTS AND PRIVACY. You may create accounts on the Service that allow Your employees to access the features and functionality of the Service on Your behalf (“Accounts”). When You create Accounts, You will be required to enter a name and an email address for the individual employee (“Personal Information”) as well as a password for the Account. The Sigsense Privacy Policy describes the manner in which Sigsense collects, uses, and maintains Personal Information. . You are responsible for maintaining the confidentiality of Your Accounts and passwords. If You have any reason to believe that one or more of Your Accounts are no longer secure, notify us immediately at support@sigsensetech.com.

4. PAYMENT. Access to the Service requires payment of fees for each period of time during which the Service is provided to You (“Subscription Period”). Before You pay any fees, You will have an opportunity to review the fees that You will be charged, including prior notice of any changes to the fees as set forth in Section 11.5. All fees are in United States dollars. If You have questions regarding fees, methods of payment, or renewal, contact us at support@sigsensetech.com.

4.1. Renewal by Invoice. If You do not provide Sigsense with a payment method that supports repeated charges as set forth in Section 4.2, Sigsense may send You an invoice for each renewal of Your Subscription Period. Continued provision of the Service is contingent upon Your payment of such invoice to Sigsense on or before the end of Your then-current Subscription Period.

4.2. Auto-Renewal. If You provide Sigsense with a payment method that supports repeated charges, such as a credit or debit card account, You authorize Sigsense, upon the expiration of Your then-current Subscription Period, to automatically renew Your access to the Service for another Subscription Period and to charge all fees for the Service to the provided payment method. Sigsense may periodically charge, on a going-forward basis and until cancellation of either the recurring payments or the termination of this Agreement, all fees for such renewal on or before the payment due date for such renewal. Sigsense will make reasonable efforts to notify You prior to such periodic charge. If You no longer wish to renew Your Service or no longer wish Sigsense to charge the provided payment method, contact us at support@sigsensetech.com at least five business days before the next periodic charge.

4.3. Non-Renewal. If You notify us that You do not wish to renew Your access to the Service, or fail to pay the fees required for renewal, Your access to the Service will cease at the end of Your then-current Subscription Period.

5. TERM. Subject to the provisions of this Agreement and the then-current Sigsense Service Level Agreement, Sigsense will provide the Service to You during the Subscription Period(s) for which You have paid fees. Sigsense may suspend Your access to the Service without notice in order to protect the Service or the Accounts or data of You or other users from disruption, loss, or unauthorized access. Sigsense may terminate this Agreement and Your access to the Service if You materially breach this Agreement, provided however that Sigsense will make reasonable efforts to notify You in advance of any such termination. Upon any expiration or termination of this Agreement, the provisions set forth in this sentence and in Sections 7 through 11 will survive.

6. PROHIBITED CONDUCT. You agree not to do, attempt to do, or allow or encourage any third party to do, any of the following:

6.1. Use the Service in any manner that violates any law, regulation, or any right of any third party;

6.2. Use the Service in any situation or circumstance where any failure of the Service could result in death or injury to any person, damage to property, or environmental harm including, without limitation, to monitor the status of any equipment providing life-support or medical treatment;

6.3. Circumvent, disable, or otherwise defeat or interfere with any feature of the Service related to the security or integrity of the Service, the proper operation of the Service, or enforcement of limitations on use of the Service;

6.4. Interfere with the operation of the Service, including by disrupting any network, equipment, or server used to provide the Service, or by sending a number of queries or requests that exceeds what a single human operator could send using a web browser;

6.5. Copy or distribute any part of the Service in any medium without Sigsense's prior written authorization;

6.6. Sell, give, or otherwise provide the access granted under this Agreement to any third party, including by giving any third party access to or passwords for any Account;

6.7. Access or attempt to access any Account, Personal Data, or Operational Data of any other user of the Service;

6.8. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or algorithms of the Service, except to the extent such prohibition is prohibited by applicable law;

7. PROPRIETARY RIGHTS.

7.1. Data. In providing the Service to You, Sigsense collects and uses data about the operational status of Your monitored equipment (“Operational Data”) and Personal Information regarding Your Account users. Nothing in this Agreement transfers any intellectual property rights in any of Your Operational Data or Personal Information to Sigsense. The Sigsense Privacy Policy describes the manner in which Sigsense handles Personal Data, as further set forth in Section 3.

7.2. Machine Learning. The Service includes certain machine learning capabilities that are designed to train and improve the features and algorithms of the Service as the Service processes data, including Your Operational Data. The Service is entirely owned and operated by Sigsense, and nothing in this Agreement (including any processing of Your Operational Data, and the corresponding development and training of the machine learning capabilities of the Service) grants or conveys to You any rights in or to the Service, except the limited access rights expressly set forth in this Agreement. The visual interfaces, graphics, design, computer software, applications, algorithms, databases, and other elements of the Service are the property of Sigsense and/or its licensors, and are protected by intellectual property laws and other laws.

7.3. Feedback. If You choose to provide us with information and suggestions regarding our Service such as bug reports, feature requests, or other proposed modifications or improvements to the Service (“Feedback”), we may use such Feedback without compensation to You. Accordingly, You hereby grant Sigsense a non-exclusive, perpetual, irrevocable, transferrable, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. For clarity, nothing in this Agreement requires You to provide any Feedback to Sigsense, or requires Sigsense to use any Feedback that You may provide.

8. WARRANTY AND DISCLAIMERS.

8.1. Mutual Representations. Each party represents and warrants to the other party that it is a corporation duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, and that the execution of this Agreement has been authorized by all necessary corporate action of such party,

8.2. Disclaimers. EXCEPT AS SET FORTH IN SECTION 8.1, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY HEREUNDER. THE SERVICE IS PROVIDED 'AS IS' AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SIGSENSE AND ITS REPRESENTATIVES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, SECURITY, RELIABILITY AND NON-INFRINGEMENT. SIGSENSE DOES NOT WARRANT THAT THE SERVICE IS FREE OF ERRORS, OR THAT ANY ERRORS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON CERTAIN IMPLIED WARRANTIES SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY.

9.1. Limitation on Types of Damages. SUBJECT TO SECTION 9.3, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS REPRESENTATIVES, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE OF THE SERVICE, REGARDLESS WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

9.2. Damage Cap. SUBJECT TO SECTION 9.3, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS REPRESENTATIVES, SUPPLIERS, OR LICENSORS TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SIGSENSE DURING THE TWELVE MONTHS PRECEDING THE ACTS OR CIRCUMSTANCES FROM WHICH SUCH LIABILITY AROSE.

9.3. Application. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, EVEN IF A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. INDEMNITIES. You will indemnify and hold harmless Sigsense and its officers, directors, employees, agents, licensors, suppliers, and representatives from and against all claims, liabilities, damages and expenses, including, without limitation, reasonable attorneys' fees, resulting from Your use of the Service or any violation of this Agreement by You.

11. GENERAL PROVISIONS.

11.1. Assignment. You may not assign this Agreement without Sigsense's prior written consent, except that You may assign this Agreement without such consent to Your successor in connection with Your merger, acquisition, consolidation, or reorganization, or the sale of substantially all of Your stock or assets to which this Agreement pertains. Sigsense may assign this Agreement without Your consent. Any assignment in violation of this section is void.

11.2. Governing Law. This Agreement will be governed by and construed under California law, without regard to its conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods.

11.3. Dispute Resolution. All disputes arising under or relating to this Agreement will be finally settled by arbitration in the English language in San Francisco, California, in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one arbitrator. If the parties cannot agree upon the identity of the arbitrator within 15 days following the date that either party first requests arbitration hereunder, then a single arbitrator with substantial experience in commercial contract disputes will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction or application may be made to any such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party may, without breach of this section, seek injunctive or other forms of equitable relief at any time in any court of competent jurisdiction.

11.4. Entire Agreement; Severability; Waiver. This Agreement constitutes the entire agreement between You and Sigsense with respect to the Service. If any provision of this Agreement is held to be unenforceable or void, all remaining provisions of this Agreement will continue in full force and effect. The failure of either party to act with respect to a breach of this Agreement does not constitute a waiver and will not limit such party’s rights with respect to such breach or any subsequent breach of this Agreement. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party against whom such waiver is asserted.

11.5. Modification of this Agreement; Price Increases. Except as set forth in this section, no attempted modification or amendment of this Agreement will be effective unless and until it is agreed in a signed writing mutually executed by the parties. Sigsense may change the terms of this Agreement, including the fees for the Service, provided, however, that (i) Sigsense will provide notice to You prior to any such change, (ii) such change will not take effect until the end of Your then-current Subscription Period, and (iii) if you do not renew your access to the Service at the end of such Subscription Period, such changes will not take effect.