Terms of Service

These Terms of Service (the "Terms") are a binding agreement between PLCs.ai, Inc., a Delaware corporation with offices at Suite 400, 258 Newark Street, Hoboken, New Jersey 07030, United States ("PLCs.ai," "we," "us," or "our"), and the company, entity, or individual identified in the applicable Order or account registration ("Customer," "you," or "your"). These Terms govern your access to and use of the PLCs.ai platform, including our cloud-based web application known as plcsai-cloud, our desktop companion application known as plcsai-rva, and any of our related APIs, documentation, and support (collectively, the "Service").

By creating an account, clicking "I agree," signing an Order that references these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you are entering these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If you lack that authority or do not agree, you must not access or use the Service.

These Terms govern your use of the Service. If you and PLCs.ai have both signed a separate master agreement, order form, statement of work, or other written agreement that expressly governs your use of the Service (a "Separate Agreement"), that Separate Agreement controls in the event of a conflict with these Terms.

Your use of specific features may be subject to additional terms we present in-product or link from the Service (e.g., a DPA or Subprocessors list), which are incorporated by reference. If additional terms conflict with these Terms, the additional terms control for the feature to which they apply.

PLCs.ai may modify these Terms at any time. For material changes, PLCs.ai will provide at least thirty (30) days' advance written notice to Customer at the email address on file before such changes take effect. Non-material changes take effect upon posting. Customer's continued use of the Service after the effective date of any material modification constitutes acceptance of the modified Terms. If Customer disagrees with any material change, Customer may terminate its subscription without penalty before the effective date of such change by providing written notice to PLCs.ai.

The following capitalized terms have the meanings given in this Section 2.

The Service is intended for Customer's own internal business and commercial use only. To use the Service, Customer must create an account, provide accurate, complete, and current information, keep it up to date, and represent that all Authorized Users are using the Service on behalf of the Customer for Customer's own internal commercial or business capacity and are at least 18 years of age. Upon registration, PLCs.ai will grant Customer access to a dedicated account allowing the invitation of Authorized Users.

Customer may permit Authorized Users to use the Service on Customer's behalf. Customer is responsible for each Authorized User's compliance with these Terms and for all activity under Customer's account or Authorized User credentials, regardless of whether the activity is authorized by Customer. PLCs.ai reserves the right to delete individual Authorized User accounts that have been inactive for more than one (1) year.

Customer must keep credentials confidential, not share them between users, and promptly notify PLCs.ai at security@plcs.ai of any unauthorized use or suspected compromise.

Customer may use the Service only for lawful internal business purposes, in accordance with these Terms, the Documentation, and applicable law, and subject to the terms and conditions hereunder, including timely payment of all applicable fees specified under the respective Order. Customer is hereby granted a non-exclusive, non-transferrable right to use the Service during the Term (as defined below) as per the scope specified under the respective Order, for Customer's own internal use. Customer is responsible for its own and its Authorized Users' use. PLCs.ai does not provide legal or compliance advice. Customer is responsible for making its own assessment of whether its use of the Service meets applicable legal and regulatory requirements.

Other than the rights expressly granted hereunder to Customer, no other rights or interest whatsoever in any of the Service and/or any component thereof are transferred or granted. Without limiting the foregoing, Customer is not authorized, will not, and will not permit any Authorized User or third party to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying architecture of the Service, except to the extent permitted by applicable law;
• copy, modify, create derivative works of, sell, resell, lease, sublicense, or otherwise commercially exploit the Service, other than Customer's permitted use of Customer AI Outputs as described in Section 5;
• use the Service to develop a competing product or service, or to train any machine-learning model that competes with the Service;
• upload Customer Content that infringes the intellectual property, privacy, or other rights of any third party, or that Customer does not have the right to upload;
• upload malicious code, viruses, worms, or other material designed to interfere with the operation of the Service or any other system;
• bypass, disable, or interfere with any security, access-control, or rate-limiting feature of the Service;
• use the Service in violation of any applicable law, including export control, sanctions, privacy, and data-protection laws;
• use the Service in the Prohibited Use Categories described in Section 4.3 below;
• make the Service available to any person or entity other than Customer and its Authorized Users, or use the Service for the benefit of any person or entity other than Customer, or use the Service for any purpose other than as expressly authorized under these Terms.

Customer will not use the Service, and will not use Customer AI Outputs, for any of the following purposes:

• design, development, manufacture, testing, or operation of weapons, munitions, explosives, or weapons of mass destruction (including chemical, biological, nuclear, or radiological weapons);
• control of nuclear reactors, nuclear fuel cycle facilities, or spent-fuel storage;
• direct control of life-critical medical devices (e.g., implantable or life-support) not independently certified and validated by a qualified engineer;
• any activity that violates applicable export-control, sanctions, anti-money-laundering, anti-corruption law, or any other applicable laws and/or regulations.

Customer may use the Service in the following contexts only after Customer AI Outputs have been reviewed, tested, and validated by a qualified human engineer, in accordance with Section 8 and Customer's own safety management system:

• safety-critical control logic, including emergency-stop logic, safety interlocks, lockout/tagout verification, and safety-instrumented functions;
• control of equipment or processes where a failure could cause injury, loss of life, significant property damage, or significant environmental harm;
• control of hazardous-materials processes, including combustible, flammable, toxic, or high-pressure processes;
• any process regulated by a safety-integrity-level (SIL), performance-level (PL) requirement or similar requirements.

In addition to and without derogating from Customer's obligations under Section 15 below, Customer will not upload Customer Content subject to ITAR, EAR at any level other than EAR99, or other export controls and/or other applicable restrictive regulations without first obtaining required authorizations, notifying PLCs.ai in writing, and entering an addendum reflecting the controlled nature. PLCs.ai does not assume export classification or any other regulatory compliance responsibility in connection with any of Customer's activities, including for and/or in connection with Customer AI Outputs.

PLCs.ai may (but is not required to) investigate suspected violations of this Section 4. Without derogating from any other rights or remedy available to PLCs.ai under these Terms or applicable law, any use of the Services in breach of these Terms, including this Section 4, including such that in PLCs.ai's reasonable judgment threatens the security, integrity, or availability of the Services, may result in PLCs.ai suspending Customer's access. PLCs.ai will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy such violation prior to any such suspension, except where immediate action is required to protect the security or integrity of the Service or other customers.

As between Customer and PLCs.ai, Customer retains all right, title, and interest in and to Customer Content, including PLC Files. These Terms do not transfer ownership of Customer Content to PLCs.ai.

Customer grants PLCs.ai a limited, non-exclusive, royalty-free, worldwide license to host, copy, transmit, display, process, and otherwise use Customer Content solely to (a) provide and support the Service, (b) generate Customer AI Outputs, (c) detect and respond to abuse, fraud, or security incidents, and (d) comply with law. This license ends when Customer Content is deleted under Section 14, except for backup copies deleted in the ordinary course.

Subject to Customer's timely payment of applicable fees, PLCs.ai grants Customer a worldwide, exclusive, royalty-free license to use, reproduce, modify, and otherwise exploit the Customer AI Outputs generated for Customer through the Service for any lawful purpose, including internal, client-facing, and commercial use. Customer acknowledges that similar or identical Customer AI Outputs may be generated for other customers or users from similar inputs, and Customer's exclusive license to use its Customer AI Outputs does not restrict PLCs.ai or any other person from generating, using, or delivering similar outputs.

PLCs.ai and its licensors retain all right, title, and interest in the Service, the Documentation, all underlying software and models, Feedback (as defined below), as well as all modifications, customizations, improvements and derivative works to any and all of the foregoing (including the Customer AI Outputs, subject to and without derogating from the license granted under Section 5.3), and all related intellectual property (together "Platform IP"). Nothing in these Terms transfers any Platform IP to Customer other than the rights expressly granted under these Terms.

If Customer provides any suggestions, comments, or improvement ideas about the Service ("Feedback"), PLCs.ai and its affiliates will be entitled to use Feedback without restriction. Customer hereby irrevocably assigns to PLCs.ai all right, title, and interest in and to Feedback. Feedback is not Customer Content.

Customer represents and warrants that it has all rights necessary to grant PLCs.ai the licenses in Section 5.2, or otherwise under this Section 5, and that Customer Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights or applicable privacy law.

Without derogating from and in addition to any disclaimers and/or limitations under these Terms, including under Section 9 and/or 11 below, PLCs.ai does not warrant that Customer AI Outputs are original or non-infringing, and does not otherwise provide any warranties or representations as to the Customer AI Outputs. Customer shall use the Customer AI Outputs at its own risk, and acknowledges that PLCs.ai is not obligated to do any reviews, checks, and/or due diligence of the Customer AI Outputs, and Customer is advised to perform such checks, reviews, and/or due diligence as appropriate, including in connection with open-source licenses and third-party rights.

PLCs.ai does not use Customer Content — including PLC Files and Customer AI Outputs — to train, fine-tune, or improve any machine-learning model, whether general-purpose or customer-specific.

We use Customer Content only for the purposes in Section 5.2 and/or as required to comply with law. We will not sell Customer Content, and we share it only as permitted by Section 6.3 and our Privacy Policy.

We use Subprocessors (e.g., cloud infrastructure providers) to deliver the Service. Whenever we transfer your information, we take steps to protect it. We rely on Standard Contractual Clauses (SCCs) or other appropriate safeguards where applicable. A current list of our Subprocessors is available upon request at privacy@plcs.ai.

PLCs.ai maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content, including measures designed to prevent unauthorized access to or disclosure of Customer Content. PLCs.ai will (a) not materially decrease the overall security of the Services during any applicable subscription term, and (b) notify Customer of any actual or reasonably suspected security breach affecting Customer Content, as set out in the Data Processing Addendum. PLCs.ai's current security practices are described in its Security Documentation.

We collect and use Usage Data to operate, secure, troubleshoot, improve, and develop the Service. PLCs.ai may also use information relating to the provision and performance of the Services in aggregate and de-identified form for analytics and service improvement purposes, provided that no such information identifies Customer or any Authorized User. We may retain and use Usage Data even after termination.

You acknowledge and agree that PLCs.ai may process information you provide in accordance with our Privacy Policy, which is independent of these Terms and may be updated from time to time. You and PLCs.ai agree to be bound by the Data Processing Addendum ("DPA"), which is posted on our website and is incorporated into these Terms by reference.

The Service uses AI and machine-learning models to analyze, modify, and generate PLC code. Any such AI output, including Customer AI Outputs, can contain logic errors, unsafe states, timing defects, security vulnerabilities, or other defects, and may fail to follow Customer's internal standards or safety practices.

Before deploying any AI output, including Customer AI Output, to a live, connected, or production PLC or industrial system, Customer must (a) have it reviewed by applicable qualified professionals, including, for example, a qualified engineer competent in the relevant platform and application; (b) test it in simulation, on isolated hardware, or under commissioning appropriate to the risk; and (c) follow its own change-control, validation, and safety-management procedures. AI outputs, including Customer AI Outputs, must never be deployed without these validations.

The Service is a productivity tool, not a replacement for a licensed automation, process, electrical, or safety engineer. Use of the Service does not relieve Customer of any obligation to engage appropriately qualified personnel for the design, review, commissioning, and operation of industrial control systems.

Customer is solely responsible for the safe design, configuration, commissioning, operation, and maintenance of any industrial equipment or process in which it deploys any AI outputs, including Customer AI Outputs, and/or in connection with which it uses the Service, including but in no way limited to compliance with all applicable codes and standards (such as NFPA 70, NFPA 79, ISA/IEC 62443, IEC 61508, ISO 13849, and OSHA 29 CFR 1910.147), physical and procedural safety controls, and worker training.

Customer must ensure that every deployment of AI outputs, including Customer AI Outputs, and/or use of the Service is supported by safety systems operating independently of AI-generated logic (including, as applicable, hard-wired emergency stops, safety relays, interlocks, and pressure-relief devices) designed and maintained under Customer's functional-safety management system.

If Customer becomes aware of any injury, death, significant property damage, or significant environmental release that may be related to any AI output, including Customer AI Output, Customer will notify PLCs.ai at incident@plcs.ai as soon as reasonably practicable. This notice is for product-safety related information only and is not an admission of liability.

PLCs.ai warrants that during an applicable paid subscription term: (a) PLCs.ai will not materially decrease the overall security of the Services; (b) the Services will perform materially in accordance with the applicable Documentation; and (c) PLCs.ai will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer's exclusive remedies are those described in Sections 14 and 11.3.

The limitations in Sections 10.1 and 10.2 do not apply to (a) Customer's payment obligations, (b) gross negligence, fraud, or willful misconduct by either party, (c) death or bodily injury caused by a party's negligence (where limitation is impermissible by applicable law), or (d) any other liability that cannot be limited by law.

Customer will defend, indemnify, and hold harmless PLCs.ai and its personnel from any third-party claim, and any resulting damages, settlements, and reasonable attorneys' fees, arising from (a) Customer's violation of these Terms (including Section 4) or applicable law; (b) Customer Content, including infringement claims; or (c) Customer's deployment or operation of Customer AI Outputs on industrial equipment, including claims of property damage, injury, death, business interruption, or regulatory violation, except to the extent such claims arise primarily from PLCs.ai's gross negligence or willful misconduct.

PLCs.ai will defend Customer from any third-party claim alleging that the Service (excluding Customer Content, Customer AI Outputs, and any modifications or combinations by Customer), as provided by PLCs.ai and used in compliance with these Terms, infringes any patent, copyright, trademark and/or other third-party intellectual property rights, and will pay damages and costs finally awarded or agreed in a PLCs.ai-approved settlement. This obligation does not apply to claims arising from (i) Customer Content, Customer AI Outputs, or modifications or combinations to the Service or any components thereof by Customer; (ii) use in violation of these Terms or the Documentation; (iii) combination of the Service or any component thereof with any other system, product, environment and/or service, where the Service standing alone had not caused such infringement; or (iv) use after PLCs.ai has notified Customer to discontinue such use.

If the Service is, or is likely to become, the subject of an infringement claim, PLCs.ai may at its option: (a) procure a right for Customer to continue using the Service; (b) modify or replace it so it is non-infringing without material diminution in performance or function; or (c) terminate the subscription and refund any prepaid fees for the unused term. This Section 11 states PLCs.ai's entire liability and Customer's sole remedy for third-party infringement claims.

The indemnified party must (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of the defense and settlement (provided the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability, and may not admit liability or impose non-monetary obligations on the indemnified party without its prior written consent); and (c) cooperate reasonably at the indemnifying party's expense.

"Confidential Information" means all information disclosed by a party or its affiliates ("Disclosing Party") to the other party or its affiliates ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Content and Customer Data. Confidential Information of PLCs.ai includes but is not limited to the Services, the Documentation, all pricing, all Feedback, and all information about Preview Services. Confidential Information of each party includes non-public business and marketing plans, technology and technical information, product plans and designs, and business processes.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information, as demonstrated by written records.

Each Receiving Party will (a) use the Disclosing Party's Confidential Information only in connection with its rights and obligations under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than reasonable care; and (c) not disclose it during the Term or at any time during the five (5) year period following the end of the Term, except to personnel bound by equivalent confidentiality obligations. PLCs.ai's obligations with respect to Customer Content are also governed by Section 6.

Either party may disclose Confidential Information to the extent required by law or court order, provided (where legally permissible) that party gives the other party prompt notice and reasonable cooperation in seeking a protective order.

Customer will not issue any press release or make any other public communication with respect to these Terms, the Service, the Documentation, Customer AI Outputs, or its relationship with PLCs.ai, in each case without PLCs.ai's prior written consent. A party to these Terms may publicize the existence of the business relationship established by these Terms in connection with its products, promotions, or publications, provided neither party discloses the specific financial terms of these Terms except as required by applicable law.

Each party's obligations in this Section 12 survive for the period stated in Section 12.3, except that obligations with respect to information that qualifies as a trade secret under applicable law continue for as long as the information remains a trade secret.

Customer will pay the fees set out in the applicable Order or, for self-service subscriptions, displayed at checkout. Unless otherwise expressly specified under a respective Order, such fees are in U.S. dollars and exclusive of sales, use, VAT, GST, and similar taxes (other than taxes on PLCs.ai's net income), which Customer is responsible for and PLCs.ai will add to invoices where required. If PLCs.ai has the legal obligation to pay or collect taxes for which Customer is responsible, PLCs.ai will invoice Customer and Customer will pay that amount within thirty (30) days unless Customer provides a valid tax exemption certificate.

Fees are due per the Order or, for self-service subscriptions, charged in advance on the selected billing cycle. Without derogating from any other remedy to which PLCs.ai is entitled under these Terms or applicable law, if any amount owed by Customer that is not subject to a good-faith dispute as described below is not received by PLCs.ai by the due date, those charges may accrue late interest at the rate of the lesser of 1% per month or the maximum rate permitted by law. PLCs.ai will not exercise its rights under this Section if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. Without derogating from any other remedy to which PLCs.ai is entitled under these Terms or applicable law, if any amount owed by Customer is thirty (30) or more days overdue, PLCs.ai may suspend Customer's access to the Services until such amounts are paid in full, provided PLCs.ai will give Customer at least ten (10) days' prior written notice before suspending the Services.

These Terms start on Customer's acceptance and continue for the remainder of the Initial Subscription Term (as defined below) unless earlier terminated under Section 14. Subscription terms are stated in the applicable Order. Unless an Order says otherwise, and subject to Section 13.4 below, the Initial Subscription Term renews automatically for successive periods equal to the Initial Subscription Term (each, a "Renewal Term," and together with the Initial Subscription Term, the "Term") unless either party gives written non-renewal notice at least thirty (30) days before term end for annual subscriptions, or seven (7) days before term end for monthly subscriptions, or unless earlier terminated under Section 14.

"Initial Subscription Term" means the initial subscription period specified in the respective Order (or, if no such period is so specified under the Order, 12 months from the effective date of the applicable Order).

PLCs.ai may change pricing effective at renewal by providing Customer with at least sixty (60) days' written notice before the expiration of the relevant subscription term (i.e. the Initial Subscription Term or each Renewal Term).

Notwithstanding anything to the contrary under these Terms, any free tier, Preview Service, or trial is offered "as is" without service commitment or warranty of any kind, and PLCs.ai shall have no indemnification obligations nor liability of any type with respect to such free or trial services unless such exclusion is not enforceable under applicable law, in which case, notwithstanding anything to the contrary under these Terms, PLCs.ai's liability with respect to such services shall not exceed one thousand U.S. dollars (US$1,000). PLCs.ai may discontinue any free tier or trial at any time on at least one (1) business day's notice to Customer. Customer is solely responsible for exporting Customer Data from free or trial services prior to termination.

If Customer disputes an invoice or portion thereof in good faith with substantiating evidence, Customer shall have the right to withhold the disputed amount from payment, provided Customer notifies PLCs.ai prior to the due date of the invoice stating the details of the dispute. If only a portion of an invoice is disputed, Customer shall pay all undisputed amounts in accordance with the payment terms above. The parties shall work in good faith to resolve any payment disputes promptly.

Without derogating from any other right or remedy which PLCs.ai may have under these Terms or applicable law, PLCs.ai may suspend Customer's or any Authorized User's right to access or use any portion or all of the Service immediately upon notice if PLCs.ai reasonably determines that (a) Customer's use poses a security, legal, or operational risk to the Service, PLCs.ai, or any third party; (b) such use could subject PLCs.ai to liability; (c) such use could be fraudulent; (d) Customer is in material breach of these Terms (including Section 4); or (e) Customer is thirty (30) or more days overdue on payment. During suspension, Customer remains responsible for all fees and charges incurred. PLCs.ai will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy the violation prior to suspension, except where immediate action is required.

Either party may terminate for cause if the other materially breaches and fails to cure within thirty (30) days after written notice (or immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or for a breach that by its nature cannot be cured).

(a) Customer may terminate a subscription for convenience at the end of the then-current Term (i.e. the respective Initial Subscription Term or Renewal Term) by giving the notice required in Section 13.3. No refund of prepaid fees applies to a termination by Customer for convenience. (b) PLCs.ai may terminate these Terms or any subscription for any reason on at least sixty (60) days' advance written notice. If PLCs.ai terminates under this Section 14.3(b), PLCs.ai will refund Customer any prepaid fees covering the unused portion of the then-current subscription term following the effective date of termination.

If these Terms are terminated by Customer for PLCs.ai's material breach in accordance with Section 14.2, PLCs.ai will refund Customer any prepaid fees covering the remainder of the term after the effective date of termination. If these Terms are terminated by PLCs.ai for Customer's material breach, then without derogating from any other right or remedy which PLCs.ai may have under these Terms or applicable law, Customer will pay any unpaid fees covering the remainder of the term. In no event will termination relieve Customer of its obligation to pay fees for the period prior to the effective date of termination.

Upon termination or expiration: (a) Customer's right to access and/or use the Service and/or any component thereof will cease and expire immediately; (b) PLCs.ai will retain Customer Content in archive for sixty (60) days following termination; during the archive period, and provided Customer has paid all amounts then due, Customer may request an export of Customer Content by emailing support@plcs.ai, and PLCs.ai will provide the export within a reasonable period consistent with applicable data-protection laws; and (c) after the 60-day archive period, PLCs.ai will purge Customer Content from active production systems, except for (i) residual copies in backups deleted in ordinary backup rotation and (ii) Usage Data, which PLCs.ai may retain.

PLCs.ai may terminate these Terms or any subscription, or modify the Service, immediately upon notice if a third-party model, infrastructure, software, or other technology provider on which the Service depends materially changes the terms on which it provides services to PLCs.ai or terminates its relationship with PLCs.ai. PLCs.ai will refund prepaid fees on a pro-rata basis for the unused portion of the then-current term following such termination.

Sections 2, 4.3 (as applicable to Customer AI Outputs already generated), 5, 6.1, 9, 10, 11, 12, 14.5, 14.7, 15, 17, and 18 survive termination.

Each party will comply with all applicable export-control, economic-sanctions, and anti-corruption laws, including the EAR, ITAR, OFAC sanctions programs, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act. Customer represents that neither it nor its Authorized Users is located in or a national of a country subject to comprehensive U.S. sanctions, or on any U.S. government restricted-party list. Neither party may provide or offer any illegal bribe, kickback, or improper payment in connection with these Terms.

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, cyberattacks, internet or utility outages, or cloud-provider failures, provided the affected party promptly notifies the other party and uses reasonable efforts to mitigate.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

All disputes shall be brought exclusively in the state or federal courts located in Hudson County, New Jersey, and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to the laying of venue of any action or proceeding in those courts.

Before filing a claim, the complaining party will send a written description of the dispute to the other party's legal notices address (see Section 18). The parties will negotiate in good faith for at least thirty (30) days before initiating a formal proceeding.

Notwithstanding Section 17.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy a breach of Section 4 (Acceptable Use), Section 5.4 (Platform IP), or Section 12 (Confidentiality).

The prevailing party in any legal action or proceeding to enforce these Terms shall be entitled to recover reasonable attorneys' fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

These Terms, together with any Order, DPA, Privacy Policy, and other documents referenced herein, are the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous representations, understandings, agreements, or communications between the parties on the subject matter, whether written or verbal. Neither party will be bound by any term, condition, or other provision that is different from or in addition to these Terms submitted by Customer in any purchase order, receipt, acceptance, or other document. PLCs.ai's failure to object to any such term will not constitute acceptance.

In the event of a conflict, the order of precedence is: (a) a Separate Agreement signed by Customer and PLCs.ai; (b) an Order; (c) a DPA; (d) these Terms; (e) the Documentation.

Neither party may assign these Terms without the other's prior written consent (not to be unreasonably withheld), except either party may assign to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets on notice. Notwithstanding the foregoing, if Customer or any of its affiliates is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of PLCs.ai, then PLCs.ai may terminate these Terms upon written notice, with a pro-rata refund of any prepaid fees for the unused term. Any assignment in violation of this Section is void.

(a) Notices to PLCs.ai must be in writing and sent to PLCs.ai, Inc., Suite 400, 258 Newark Street, Hoboken, New Jersey 07030, Attention: Legal, by overnight courier or by registered or certified mail (return receipt requested), with an electronic courtesy copy to legal@plcs.ai. Email alone is not sufficient notice to PLCs.ai. (b) Notices to Customer will be sent to the email address of the owner(s) of Customer's organization in the Service. PLCs.ai may also provide notice by posting in-product. Customer is deemed to have received any email or in-product notice when PLCs.ai sends or posts it.

The parties are independent contractors. These Terms create no partnership, joint venture, agency, employment relationship, or third-party beneficiary rights. Each party is solely responsible for payment of all compensation owed to its employees and all employment-related taxes.

A party's failure to enforce any provision of these Terms is not a waiver of that right. Any waiver must be in writing signed by an authorized representative of the waiving party.

If any provision is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions will remain in full force and effect in all jurisdictions.

The Service is "commercial computer software" and "commercial computer software documentation" within the meaning of FAR 12.212 and DFARS 227.7202. U.S. government end users acquire the Service with only the rights granted in these Terms.

These Terms may not be modified except as provided in Section 1.3 or by a written amendment signed by a duly authorized representative of each party.

If you have questions about these Terms, contact us at: