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Automation Theory, LLC License and Service Agreement 

This License and Services Agreement (“Agreement”) by and between the Client as identified above (“Client”) and Automation Theory, LLC (“Automation Theory”) located at the address 148 E Milwaukee St # 1025, Jefferson, WI 53549, is effective as of the date specified above (the “Effective Date”). Automation Theory may change the terms under this Agreement over time, so whenever you use the Services or Software, you agree to the version of the Agreement then posted. If you do not agree to the terms of the Agreement, do not use the Services or Software. The parties agree as follows: 

  1. Performance of Services: Automation Theory shall provide the Information Technology infrastructure support services (“Services”) and/or software (“Software”) as set forth in the attached Schedule (“Schedule”). Each Schedule shall set forth the Services to be performed, any Software that will be provided, the subscription term (“Subscription Term”), and the applicable Fee to be paid by Client (“Fees”). This Agreement will be severally applicable to each Schedule and will govern the relationship between Automation Theory and Client for any Services or Software provided. 
  1. Software License and Use: 
  1. Provision of Access. Subject to and conditioned on Clients payment of Fees and compliance with all terms and conditions of this Agreement, and to the extent Client is provided Software pursuant to a Schedule, Automation Theory hereby grants Client a non-exclusive, non-transferable right to access and use the Software during the Subscription Term, solely for use by Client authorized users  in accordance with the terms and conditions herein. Such use is limited to Client’s internal use only. Automation Theory will provide Client with the necessary API keys to allow Client to access the Software.  
  1. Software Use Restrictions. Client will not use the Software or Services for any purposes beyond the scope of the access granted in this Agreement. Client will not at any time, directly or indirectly, and will not permit any user to: (i) copy, modify, or create derivative works of the Services or Software, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Software to anyone other than an authorized user of Client; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Software or the Services, in whole or in part; (iv) remove any proprietary notices from the Software; (v) use the Services or Software 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; (vi) use the Software or Services in violation of any law, regulation, or rule; or (vii) use the Software or Services for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Automation Theory’s commercial disadvantage. 
  1. Client Responsibilities: Client agrees that it will maintain adequate insurance coverages to cover Client’s operations, including a cyber liability policy with limits of at least one million dollars ($1,000,000.00). Client further agrees that it will not provide any Client customer data, including personally identifiable information (“PII”), to Automation Theory. Client is responsible for providing any required privacy notices, obtaining consents, and complying with all applicable privacy laws. Automation Theory will not retain, use or disclose any Client data for any purpose other than in accordance with this Agreement or as required by law.  
  1. Payment Terms: 
  1. Invoicing and Payment. Automation Theory will invoice Client for any Services or Software on a monthly basis, pursuant to the fees outlined in the applicable Schedule, and any Subscription Term. If Client adds any Services or Software at a later time, Automation Theory will invoice Client for Fees resulting from such addition at Automation Theory’s current rate. Each invoice will be due and payable upon receipt by Client (“Payment Due Date”). Payment may be made via ACH, wire transfer, or credit card. Client’s obligation to pay all Fees is non-cancellable during the Subscription Term, and except as explicitly set forth in this Agreement, Fees are non-refundable. Fees for any Software or Services shall be subject to change by Automation Theory upon thirty (30) days’ notice to Client, even if Client is in the middle of a Subscription Term. Any fee estimates provided for Services to be billed on an hourly or daily basis are for informational purposes only; Client agrees to pay for the actual Services provide by Automation Theory at the specified rate. 
  1. Delinquent Payments. After the Payment Due Date, Fees may bear interest at the rate of one point five percent (1.5%) per month (or the highest rate permitted by law, if less) compounded daily from the Payment Due Date until paid in full. Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Automation Theory in collecting past-due Fees. If Client has not paid the Fees within thirty (30) days of the Payment Due Date, Automation Theory may (a) suspend Client’s access to the Software and discontinue the performance of any Services until all undisputed and past-due Fees are paid in full; and (b) turn Client over for collection to a third-party agency. 
  1. Fee Disputes. If Client disputes all or some of the Fees, Client will provide a written notice to Automation Theory that reasonably describes the nature of the dispute within thirty (30) days from receiving the applicable invoice. If Client does not raise a dispute within thirty (30) days, the invoice shall be deemed accepted. 
  1. Taxes. The Fees do not include, and may not be reduced to account for, any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or national jurisdiction (whether domestic or foreign) (collectively “Taxes”). Client is responsible for paying all Taxes imposed on the Services or Software provided under this Agreement. If Automation Theory is found to have a legal obligation to pay or collect Taxes for which Client is responsible under the Agreement, the appropriate amount will be invoiced to and paid by Client, unless Client provides Automation Theory with a valid tax exemption certificate authorized by the appropriate taxing authority. 
  1. Term & Termination: 
  1. Term. The initial term of this Agreement shall be for twelve (12) months, beginning on the Effective Date (the “Term”). This Agreement shall automatically renew annually for additional twelve (12) month Terms, unless earlier terminated in accordance with this Section 3.  
  1. Termination by Automation Theory. Automation Theory shall have the right to terminate the Agreement without refund if Client violates any of the terms and conditions of the Agreement and the violation is not cured within thirty (30) days after receiving written notice from Automation Theory of the violation. Automation Theory shall also have the right to terminate the Agreement immediately without cause at any time upon notice followed by issuance to Client of a pro rata refund of the Fees applicable to the remainder of the Subscription Term.  
  1. Termination by Client. Client shall have the right to terminate the Agreement if  Automation Theory violates any of the terms and conditions of the Agreement and the violation is not cured within thirty (30) days after receiving written notice from Client of the violation. Client may terminate the Agreement without cause upon written notice to Automation Theory and payment of all unpaid fees for the remaining Subscription Term, without refund or setoff. 
  1. Effect of Termination. Upon termination or expiration of the Agreement (i) all rights, licenses, and access to the Software terminate; (ii) Client shall immediately pay all amounts owed to Automation Theory.  
  1. Warranty: 
  1. Services Warranty. Automation Theory warrants that all Services will be performed in a professional manner in accordance with generally applicable industry standards. Automation Theory further warrants that the Services shall be free from defects for a period of thirty (30) days from completion of the Services (the “Warranty Period”). Automation Theory’s sole liability (and Client’s exclusive remedy) for any breach of the warranties under this Section 4(a) shall be for Automation Theory to re-perform any deficient Services, or, if Automation Theory is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient Services or Software, or refund any Fees related to defective Services or Software that were paid in advance. Automation Theory shall have no obligation with respect to a warranty claims that resulting from: (i) Client’s failure to notify Automation Theory during the Warranty Period, (ii) claims arising from the use of  third-party hardware or software, (iii) Client’s misuse, modification, or failure to follow any instructions or requirements given by Automation Theory to Client, or (iv) any other factors outside the reasonable control of Automation Theory. 
  1. Software. THE SOFTWARE IS PROVIDED TO CLIENT “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. 
  1. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY OUTLINED IN SECTION 6(a), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AUTOMATION THEORY, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AUTOMATION THEORY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR SOFTWARE WILL MEET CLIENT’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 
  1. LIMITATION OF LIABILITY: 
  1. Limitation on Types of Damages. TO THE EXTENT LEGALLY PERMITTED, IN NO EVENT WILL AUTOMATION THEORY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY DAMAGES, FOR ANY LOSS OF SALES, PROFIT, GOODWILL, OR BUSINESS, THE COST OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, OR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM OR IN CONNECTION WITH THE AGREEMENT OR CLIENT’S USE, OR INABILITY TO USE THE SERVICES OR SOFTWARE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, EVEN IF AUTOMATION THEORY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 
  1. Limitation on Amount of Damages. THE MAXIMUM LIABILITY OF AUTOMATION THEORY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT TO AUTOMATION THEORY DURING THE TWELVE (12) MONTHS IMMEDIATELY PREEDING THE FIRST CLAIM TO ARISE UNDER THE AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE AUTOMATION THEORY’S LIABILITY. EXCEPT WHERE PROHIBITED BY LAW, NO CLAIM REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THE AGREEMENT MAY BE MADE, NOR ACTION BASED UPON SUCH CLAIM BE BROUGHT BY CLIENT, MORE THAN ONE (1) YEAR AFTER THE TERMINATION OR EXPIRATION OF THE AGREEMENT. 
  1. Limitation of Liability Exceptions. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS AUTOMATION THEORY’S LIABILITY FOR MATTERS WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 
  1. Indemnification: 
  1. Automation Theory Indemnification. Automation Theory will defend and indemnify Client against damages in any third party proceeding to the extent damages arise from an allegation that the Software or Services (when used in accordance Automation Theory’s instructions and this Agreement) infringe any third party’s intellectual property rights within the United States. Automation Theory will have no obligation under this Section 8(a) to the extent the underlying allegation arises from: (i) any use of the Services or Software not in accordance with the Agreement; (ii) Automation Theory’s conformance to Client’s unique specifications performed Client’s request; (iii) any use of the Services or Software in combination with third-party products, equipment, software or content not supplied by Automation Theory, unless the combination is required by the Agreement; (iv) any modification of the Services or Software by any person other than Automation Theory agents; or (v) any Services or Software provided by Automation Theory free of charge or as a beta test or trial. 
  1. Client Indemnity. Client shall indemnify Automation Theory against any claims, actions, losses, liabilities, injuries, expenses, costs (including all reasonable attorneys’ fees and costs of litigation), and damages, resulting from or arising out of Client’s use of the Software or Services or breach of this Agreement, including loss or disclosure of Client’s data, regardless of the form of action (but excluding claims that are covered by Automation Theory’s’ obligations under Section 8(a)). CLIENT’S INDEMNIFICATION OBLIGATIONS SHALL APPLY EVEN IF RESULTING FROM A BREACH OF CONTRACT OR THE STRICT LIABILITY OF AUTOMATION THEORY. 
  1. Indemnification Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual third-party action; provided, that failure to provide such prompt notice will not release the indemnifying Party from its indemnity obligations except to the extent the indemnifying Party is materially prejudiced thereby; (ii) the indemnified Party will tender sole control of the defense or settlement of the indemnified portion of a third party action to the indemnifying Party; (iii) the indemnified Party will cooperate with the indemnifying Party (at the indemnifying Party’s expense) to facilitate resolving any allegations and the settlement or defense of the indemnified portion of a third party action; and (iv) the indemnifying Party will not settle the indemnified portion of a third party action without the indemnified Party’s prior written consent in a manner which (x) results in an admission of liability by the indemnified Party, (y) requires payment of monies by the indemnified Party, or (z) requires indemnified Party to take or refrain from taking an action. 
  1. Infringement Remedies. If Automation Theory believes any Service or Software infringes third-party Intellectual Property Rights, Automation Theory may, at Automation Theory’s option, in regard to the affected Service or Software: (a) procure for Client the right to continue using the Service or Software; (b) replace the Service with non-infringing services or software which do not materially impair the functionality of the Services or Software for Client; (c) modify the Services and/or Software so that it becomes non-infringing; or (d) terminate the Schedule to the impacted Services and/or Software and provide a pro rata refund of any Fees paid by Client to Automation Theory for the remainder of the Term for the affected Services or Software. 
  1. Sole Rights and Obligations. EXCEPT FOR A PARTY’S TERMINATION RIGHTS SET OUT IN SECTION 5, THIS SECTION 8 STATES AUTOMATION THEORY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. 
  1. Confidential Information: Each party agrees that all know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order. Any templates, schematics, processes or technical documentation provided by Automation Theory shall be deemed Confidential Information and proprietary information of Automation Theory without any marking or further designation. Client may use such information solely for its own internal business purposes. Automation Theory shall maintain the confidentiality of information in its possession regarding individual protected personal information in accordance with applicable law, and shall not release such information, to any other person or entity, except as required by law. 
  1. Intellectual Property Ownership  & Feedback: 
  1. Automation Theory Intellectual Property. Client acknowledges that, as between Client and Automation Theory, Automation Theory, owns all right, title, and interest, including all intellectual property rights, in and to any intellectual property related to or stemming from the Software or the provision of Services under this Agreement. 
  1. Client Data. Automation Theory acknowledges that, as between Automation Theory and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to Client’s data.  
  1. Client Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to Automation Theory by mail, email, telephone, or otherwise, suggesting or recommending changes to the Automation Theory’s Software or Services or any other Automation Theory intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Automation Theory is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Automation Theory on Client’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and agrees Automation Theory is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Automation Theory is not required to use any Feedback. 
  1. Independent Contractor: The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. 
  1. Assignment: This Agreement may not be assigned by Client without the prior written consent of Automation Theory, which consent may be granted or withheld in Automation Theory’s sole discretion. This Agreement may be assigned by Automation Theory (i) pursuant to a merger or change of control of Automation Theory, or (ii) to an assignee of all or substantially all of Automation Theory’s assets. Any purported assignment in violation of this section shall be void. 
  1. Disputes; Governing Law; Arbitration; Class Action Waiver: Wisconsin law will govern and enforce this Agreement. Any litigation or arbitration between Client and Automation Theory will take place in any state court located within Douglas County, Wisconsin or federal court within the 10th District of Wisconsin. Client and Automation Theory waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either Client or Automation Theory, any dispute arising from or with respect to this Agreement will be decided by arbitration by the American Arbitration Association in accordance with its Commercial rules. Furthermore, Client agrees to bring any claims it may have on an individual basis, and hereby waives its right to, and agrees not to, bring (or join) a acclaim as a plaintiff or a class member in a class, consolidated, or representative arbitration, litigation or other proceeding. At the request of either party, proceedings may be conducted in secrecy. 
  1. Complete Understanding; Modification: This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between Client and Automation Theory and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Client and Automation Theory. 
  1. Survival, Waiver and Severability: Sections 5, 6, 7, 8 and 9, and any other provision that by its nature would survive expiration or earlier termination of this Agreement, shall survive the termination of this Agreement. Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. 
  1. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost. 
  1. Notices & Records: Any notice or report hereunder shall be in writing to the notice address set forth in this Agreement, and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.