Panther Privacy Statement

Terms of Service (the “Agreement”)

Any access to or use of any Licensed Software (as defined below) by, for or on behalf of Customer constitutes Customer’s agreement to this agreement (the “Terms of Service”).

Section 1 – Introduction and the Panther CMMS

1.1 Panther and its Business – Panther CMMS, Inc. (“Panther CMMS”) is an information technology company that licenses and provides a solution known as the Panther CMMS (the “Solution”) that is designed to help customers maintain and manage equipment, vehicles, devices, and other assets in order to comply with related best practices. This Solution includes Licensed Software, Know-How, Documentation, and Services.

1.2 Customer. Customer desires to use the Solution in its business operations.

1.3 Licensed Software. The term “Licensed Software” means the computer programs, tools, and content made available by Panther CMMS to Customer for Customer’s access and use through the SaaS License of Section 2.1 below.

1.4 Services. The term “Services” means: (a) the services of Panther CMMS to Customer in making the Licensed Software available to Customer for Customer’s remote access to and use of the Licensed Software as licensed and described in this Agreement, and (b) the Data Storage Services of Section 3.2, and (c) the support and maintenance services of Section 5. The term “Services” will also mean and include any additional services (e.g., consulting, implementation, planning, and training services) provided by Panther CMMS to Customer under any SOW (see Section 1.5). Those additional Services will be identified in an SOW – see also Section 3.3. Any other services that are ancillary or related to any of the foregoing Services or the Panther CMMS and that are performed by Panther CMMS for Customer will also be considered “Services” under this Agreement unless a separate written agreement governing the other services is signed by both Parties.

1.5 Statements of Work – SOWs. If Customer desires additional Services and if Panther CMMS agrees to provide them, they will be set forth in a Statement of Work (“SOW”). Each SOW is part of and will be governed by this Agreement. Panther CMMS has no obligation to provide any Services not described in an SOW or elsewhere in this Agreement. Each SOW must be signed by an authorized representative of each Party and will set forth the additional fees to be paid by Customer.

1.6 Panther CMMS’s Know-How and Methodology. “Know-How” means any know-how, expertise, experiences, ideas, knowledge, advice, recommendations, methodologies, processes, practices, standards, plans, data and information provided or disclosed by Panther CMMS to Customer in connection with this Agreement or any SOW, Exhibit, Services, Licensed Software, or Documentation. The Know-How proprietary to Panther CMMS (or its licensor(s)) is referred to herein as “Methodology” and will be licensed to Customer as “Methodology” under the License of this Agreement.

1.7 Documentation. If and to the extent that any documentation, instructions or other works of authorship are delivered or made available by Panther CMMS to Customer for or in connection with this Solution, then such documentation, instructions and other works of authorship are referred to herein as “Documentation” (but this definition of “Documentation” does not include any Licensed Software).

1.8 Authorized Users. “Authorized Users” are employees of Customer who are authorized by Customer to access and use the Licensed Software. “Authorized Users” will also include Consultants, if any, who meet the requirements under Section 7.4 below. Authorized Users must respect this Agreement and must sign up or register with Panther CMMS in accordance with its reasonable process and guidelines. Customer will be responsible for any conduct or misconduct of an Authorized User relating to this Agreement or any of its subject matter.

1.9 Authorized Reseller. An “Authorized Reseller” is a distributor or reseller authorized by Panther CMMS to sell licenses to customers to use the Licensed Software as a SaaS solution. If Customer purchases the SaaS License from an authorized distributor or reseller, then any reference in this Agreement to Authorized Reseller means that distributor or reseller.

1.10 Subscription Fee. The “Subscription Fee” means the subscription or license fee payable by Customer for the SaaS License. Customer will pay to Panther CMMS its then-current Subscription Fee on an annual basis. However, if Customer purchases the SaaS License through an Authorized Reseller of Panther CMMS, then Customer will pay the Subscription Fee agreed to by Customer and the Authorized Reseller.

Section 2 – License

2.1 SaaS License – for Licensed Software. Subject to the terms and conditions of this Agreement and Customer’s compliance therewith, Panther CMMS grants to Customer a non-exclusive, non-transferrable, limited-term license for Customer through its Authorized Users to access and use the Licensed Software, but only for Customer’s internal use for its business (the “SaaS License” or simply the “License”) and not for the development or design of any other software, product or solution. The Licensed Software will run on Panther CMMS Servers (defined below). The Authorized Users will access and use the Licensed Software from Customer’s Computers (defined below) via the Internet through compatible web browsing software on Customer’s Computers. Customer may access and use the Licensed Software only in the ordinary course of Customer’s business operations and only by and through Authorized Users (as defined below).

2.2 Methodology and Documentation. The SaaS License further includes a non-exclusive, non-transferable limited term license for Customer to use the Methodology and Documentation, but only for Customer’s internal use and not for the development, improvement or design of any other software, product, service or solution.

2.3 License Restrictions. Customer must not use, and is not licensed to use, any Licensed Software, Documentation, Methodology or Services for any other purpose or in any manner or application that is in violation of any law, regulation, ordinance, or government authority, or in violation or breach of any obligation Customer may have to a third party, or for any unethical purpose. Rights not expressly granted to Customer are reserved by Panther CMMS.

2.4 Panther CMMS Servers. “Panther CMMS Servers” means the server(s) and any other computer(s), storage media, hardware and system(s) selected or designated by Panther CMMS for the storage and execution of the Licensed Software for the purpose of allowing Customer (through its Authorized Users) access to and use of such Licensed Software via the Internet under the SaaS License. Panther CMMS Servers are not dedicated exclusively to the Licensed Software or Customer. Panther CMMS Servers may be located at Panther CMMS’s and/or its contractor’s site(s).

2.5 Customer’s Computers. “Customer’s Computers” means computers functioning as Internet clients or workstations that are in the possession and control of Customer and used by Customer’s Authorized Users to access and use Licensed Software via the Internet as described in this Agreement and any applicable Documentation.

2.6 Responsibilities of Panther CMMS. Panther CMMS is responsible for the procurement and maintenance and server-side Internet access of the Panther CMMS Servers and the Licensed Software. Panther CMMS is also responsible for any operating system and other third party software needed to run the Licensed Software on the Panther CMMS Servers. Panther CMMS or its contractor, not Customer, owns and holds the licenses to such third party software. Panther CMMS (directly or through its contractor) will contract with the applicable third party software licensors for software maintenance and updates and new versions as Panther CMMS deems appropriate. Panther CMMS will determine which updates and new versions of the third party software will be installed on the Panther CMMS Servers and when they are installed.

2.7 Responsibilities of Customer. Customer, at its expense, is responsible for procuring, installing, implementing, and maintaining Customer’s Computers (including system software), compatible web browsing software, Internet access, data feeds, telecommunications, networks, peripherals and any other items and services needed by Customer’s Computers and Authorized Users to access (via the Internet) the Licensed Software running on Panther CMMS Servers and Customer Data resident on the Panther CMMS Servers. Customer may consult with Panther CMMS concerning these requirements and on any upgrades or changes needed to remain compatible with the Licensed Software.

2.8 Licensed Software Updates and New Versions. The SaaS License and Licensed Software include any Licensed Software Updates (see Section 5.2) that Panther CMMS installs on the Panther CMMS Servers for inclusion in the SaaS License. All such Licensed Software Updates will become part of the Licensed Software. Customer’s rights and License will only apply to the then-most-current version of the Licensed Software installed on, and available to Customer’s Authorized Users from, the Panther CMMS Servers, but will not include any functionality or features of Licensed Software not included in the subscription or payment plan paid for by Customer. Prior or out-dated versions of the Licensed Software may be discontinued by Panther CMMS. Panther CMMS has no obligation to include in the SaaS License or Licensed Software or make available for access and use by Customer, any future functionality, modules or products that Panther CMMS elects to separately license or provide to its customers. Panther CMMS may condition the inclusion and availability of such future functionality, modules or products on the payment of additional fees and/or on other conditions and terms. If Customer agrees to pay such additional fees and agrees to such other conditions and terms, if any, then that future functionality, module or product will be included in the SaaS License and will be Licensed Software under and subject to this Agreement.

2.9 No Rights to Code. Customer and Authorized Users are not entitled to receive any copy of any of the Licensed Software in any form (source code, object code, executable code, or other form). The SaaS License is strictly limited to remote access via the Internet as described in this Agreement. In the event that Customer or any Authorized User does receive any of the Licensed Software, Customer and Authorized Users will not decompile, disassemble or reverse engineer any of the Licensed Software, or distribute or publish any copy of any of it, or modify it or create any derivative work based on it, or in any way facilitate any of the foregoing. Nothing in this Section 2.9 prohibits Customer’s Authorized Users from receiving or displaying on Customer’s Computers any screen displays, content or output “served up” by the licensed use of the Licensed Software under the SaaS License.

2.10 Documentation. Documentation may be copied and used internally by Customer, but only to facilitate the licensed use of the Licensed Software and Methodology. Customer will treat all Documentation as confidential information and copyrighted works of Panther CMMS. Customer will not disclose or transfer Documentation to any person other than to Customer’s employees and Consultants (as defined in Section 7.4) on a confidential and “need-to-know” basis. Those employees and Consultants must be under confidentiality and restricted use obligations at least as protective of Panther CMMS and the Panther CMMS as are the confidentiality and restricted use provisions of this Agreement.

Section 3 – Services

3.1 Services. Panther CMMS will provide the Services described in this Agreement, including any applicable SOW.

3.2 Data Storage Services. As part of the Services, Customer Data will be stored on Panther CMMS Servers and available to Customer in connection with its licensed use of the Licensed Software and in accordance with this Agreement (the “Data Storage Services”) – see Section 6.1.

3.3 Additional Services. If Customer desires additional services or changes to the Services, the Parties may supplement or amend this Agreement or an existing SOW or add a new SOW, but any such supplement, amendment or additional SOW must be agreed to by both Parties in writing. The additional services and changes to Services described in such supplements, amendments or additional SOWs will be governed by this Agreement as “Services.” Additional or changed Services will require additional or increased fees and compensation as stated in the SOW to be paid by Customer to Panther CMMS for the additional or changed Services.

3.4 Cooperation. Customer will promptly make available to Panther CMMS such information, assistance and cooperation as Panther CMMS may reasonably request in connection with the Services or the Panther CMMS.

Section 4 – Payments and Assumptions

4.1 Subscription Fee. Customer will pay to Panther CMMS its then-current Subscription Fee as published by Panther CMMS on its website. However, if Customer purchases the SaaS License through an Authorized Reseller, then Customer will pay the Subscription Fee agreed to by Customer and the Authorized Reseller. Customer will pay the Subscription Fee on a monthly or annual basis as agreed – see the applicable quote or invoice. The Subscription Fee is subject to reasonable increase upon at least 45 days advance written notice to Customer. If the increase is not acceptable, then Customer may terminate this Agreement under Section 9.1.

4.2 Additional Services. Fees and charges for additional Services or changed Services, if any, are not included in Section 4.1 and are due and payable by Customer when invoiced by Panther CMMS or as otherwise agreed in writing in the applicable SOW.

4.3 Taxes. The fees and other amounts payable by Customer do not include any taxes that may be assessed or imposed upon any Licensed Software, Services, this Agreement or any of the payments, transactions, or licenses of this Agreement, including, without limitation, any sales, use, excise, value added, personal property, export, import and withholding taxes, and excluding only U.S. federal and state taxes based upon Panther CMMS’s or Authorized Reseller’s net income. Customer shall directly pay any such taxes assessed against it, and Customer shall promptly reimburse or pay Panther CMMS or Authorized Reseller for any such taxes payable, paid, or collectable by Panther CMMS or Authorized Reseller. If any taxes are withheld from any payments to Panther CMMS or Authorized Reseller under this Agreement, Customer must pay such taxes and ensure that Panther CMMS or Authorized Reseller (as applicable) receives the full amount of all payments as stated in this Agreement after payment and satisfaction of such taxes.

Section 5 – Maintenance and Support of Licensed Software

5.1 Maintenance of Licensed Software. Panther CMMS is responsible for maintaining the Licensed Software running on Panther CMMS Servers. Maintenance of Licensed Software consists of implementing fixes, patches, and updates to the Licensed Software (“Fixes”) and work-around solutions for the Licensed Software running on Panther CMMS Servers to address programming errors in the Licensed Software. All decisions concerning Fixes and work-around solutions or the correction of programming errors, and the timing and manner thereof, will be made by Panther CMMS. Panther CMMS will determine if, when and how programming errors should be corrected and Fixes and work-around solutions created and implemented.

5.2 Licensed Software Updates. “Licensed Software Updates” (or simply “Updates”) means future updates to and new versions and releases of the Licensed Software that are implemented on Panther CMMS Servers for purposes of the SaaS License during the Term. Licensed Software Updates may include “Fixes” (as defined above) and “New Releases” (i.e., new versions and releases of the Licensed Software). Licensed Software Updates will also include any other modifications, enhancements and additions of or to the Licensed Software that Panther CMMS makes available under the SaaS License to Customer as part of the Licensed Software.

5.3 Telephone and Email Support. Customer will be entitled to telephone and email support from Panther CMMS’s telephone and email support personnel concerning problems and issues relating to Licensed Software and remote access to it as contemplated by this Agreement. Telephone and email support does not include training. Telephone and email support is subject to the reasonable availability of Panther CMMS’s support personnel during Panther CMMS’s standard support hours. Telephone and email support is subject to Panther CMMS’s thencurrent telephone and email support policies, limitations and procedures. Support entitles Customer to a maximum of five hours of telephone and email support per month (EXCEPT THAT DURING THE FIRST MONTH OF THIS AGREEMENT, THERE WILL BE NO CAP ON A REASONABLE NUMBER OF THESE HOURS). Unused time in a given month will not be carried forward or credited to any subsequent month. Telephone and email support beyond this limit is governed by Sections 3.3 and 4.2 as additional Services and is not covered by the Subscription Fee.

5.4 Other Services. Other services, including, without limitation, consultation, implementation, custom content development, and training, are not included in the support and maintenance services and will require a new SOW and payment of additional fees plus expenses.

5.5 Exceptions and Procedures. Panther CMMS’s obligations under this Section 5 do not apply to any problem attributable to Customer’s Computers or to their connectivity to the Internet, or to Customer’s failure to meet its responsibilities or requirements under this Agreement (including any SOW) or to follow any Documentation provided by Panther CMMS.

5.6 Most Current Version of Licensed Software. Panther CMMS is only obligated to maintain and support Panther CMMS’s thenmostcurrent version of Licensed Software implemented by Panther CMMS on Panther CMMS Servers for the SaaS License. Panther CMMS will have no obligations under this Section 5 with respect to out-dated Licensed Software.

5.7 Subscription Fee. Payment of the Subscription Fee to Panther CMMS covers maintenance and support under this Section 5, but not Section 5.4 or excess hours under Section 5.3.

5.8 Cooperation. Customer will make available to Panther CMMS such assistance and cooperation as Panther CMMS reasonably requests in connection with maintenance and support under this Section 5.

Section 6 – Customer Data and Confidentiality

6.1 Customer Data. “Customer Data” means the data of Customer that are transmitted by Customer or its Authorized User to Panther CMMS’s Servers as part of the licensed use of Licensed Software. Transmitting of Customer Data must be in accordance with Panther CMMS’s then-current reasonable procedures, requirements and guidelines. Such Customer Data will be kept confidential by Panther CMMS (and its contractors, if any) and will not be transmitted to any unauthorized third party except as needed for this Agreement or in connection with an acquisition or merger of Panther CMMS. Customer warrants that Customer Data and the transmitting and storage of such data will not infringe, misappropriate or violate the rights or intellectual property of any third party or any law or regulation. Customer is responsible for the accuracy, integrity, completeness and content of Customer Data.

6.2 Protection of Customer’s Other Confidential Information. Panther CMMS understands and acknowledges that it may have access to financial or business information of Customer which Customer maintains in confidence and which is not generally known to others in the profession or industry of either Party or to the general public and which is not known to Panther CMMS prior to disclosure by Customer to Panther CMMS. Panther CMMS agrees to hold all such confidential information of Customer in confidence and not to disclose any portion of it to any third party other than Panther CMMS’s contractors, subcontractors, successors and assigns on a “need to know” basis who are under similar obligations of confidentiality. This Section 6 is subject to Section 7.5 and does not apply to Feedback or any intellectual property in Feedback licensed to Panther CMMS.

Section 7 – Intellectual Property

7.1 Ownership. The Licensed Software, Documentation, and Methodology and the copyrights, trade secrets, patent rights and other intellectual property in and to the Licensed Software, Documentation, Services, and Methodology are owned by Panther CMMS (and/or Panther CMMS’s licensor(s)), and nothing herein assigns or conveys any ownership or exclusivity thereof to Customer (see also Section 7.5 below). The rights of Customer to the Licensed Software, Documentation, and Methodology are limited to the licenses and rights expressly granted to Customer under this Agreement.

7.2 Protections. Customer will not allow any person other than its Authorized Users to access or use any Licensed Software. Customer will not disclose or transfer any of the Documentation, or Methodology or information learned about or from the Licensed Software or its screen displays to any other person or entity other than Customer’s Authorized Users. Customer will ensure that its employees and Consultants, if any, comply with the obligations of this Agreement relating to the protection or confidentiality of Licensed Software, Documentation, or Methodology.

7.3 Exceptions to Confidentiality. Customer has no obligation of confidentiality under this Agreement with respect to any information in the Licensed Software, Documentation, or Methodology, or any other information disclosed by Panther CMMS, that is publicly known or known to Customer prior to the first disclosure thereof to Customer by Panther CMMS or any of Panther CMMS’s personnel, contractors or subcontractors. If any information in the Licensed Software, Documentation, or Methodology subsequently becomes publicly known through no fault of Customer or any of its employees, consultants or contractors or is lawfully obtained by Customer on a non-confidential basis from a third party who did not directly or indirectly receive the same from Panther CMMS, then such information (but not other information) will at that time cease to be subject to any obligation of confidentiality or restricted use under this Agreement. However, this does not excuse any infringement of, or grant any rights or license to Customer under, any copyrights, patent rights or other intellectual property of Panther CMMS (or its licensor(s), if any).

7.4 Consultants. If any consultant or other contractor of Customer needs to know or use any Licensed Software, Documentation, or Methodology in connection with services for Customer, then such consultant or other contractor is referred to herein as a “Consultant” and Customer may allow such Consultant to access and use Licensed Software, Documentation or Methodology, but only as necessary to perform the services for Customer, provided that the Consultant is not a competitor of Panther CMMS and first agrees in writing: (a) not to access or use the Licensed Software, Documentation or Methodology for any purpose other than services for Customer, (b) to abide by confidentiality obligations as least as protective of Panther CMMS and the Licensed Software, Documentation and Methodology as the confidentiality obligations in this Agreement, and (c) to abide by Section 7.5 of this Agreement.

7.5 Feedback. “Feedback” means any modifications, improvements, updates, suggestions, ideas, and enhancements of, for or to any Licensed Software, Documentation, Methodology or Services that are disclosed by Customer or any of its Authorized Users or Consultants to Panther CMMS. If and to the extent that Customer or any of its Consultants (or any of its or their personnel) develops or creates any Feedback, or discloses or provides any Feedback to Panther CMMS, then Panther CMMS will have the right to use, disclose, distribute, copy, modify, and commercialize such Feedback and the intellectual property in and to the Feedback. Customer and Consultants agree to license, and hereby license, to Panther CMMS the Feedback and all copyrights, patent rights, trade secrets, and other intellectual property in and to such Feedback. This license is non-exclusive, irrevocable and worldwide and includes the right to grant sublicenses to others. Customer and Consultants make no guaranty or warranty that any Feedback is free of error or defect or that it is suitable for use by Panther CMMS or for any of the purposes or requirements of Panther CMMS.

Section 8 – Security

8.1 Passwords, Access and User Accounts. User IDs (e.g., logins), passwords and access to the Licensed Software and Customer Data residing on Panther CMMS Servers will be administered and governed by Panther CMMS’s then-current reasonable guidelines and procedures. Customer is responsible for any and all activities that occur under its accounts(s) (including user accounts) and for the confidentiality of all User IDs and passwords of Authorized Users and for the confidentiality of any other security-related information disclosed to Customer or any Authorized Users. Customer must safeguard such User IDs, passwords, and security-related information. Customer must notify Panther CMMS of any known unauthorized use of Customer’s user accounts and any other breach of security relevant to this Agreement or Panther CMMS or the Solution. Each Authorized User will have a user account assigned to him or her. A user account may be assigned to and used by only one individual user – i.e., no sharing of user accounts.

8.2 Security. Customer is responsible for maintaining adequate technical and procedural access controls and system security requirements and devices to ensure that there is no unauthorized or improper access to or use of Licensed Software or Panther CMMS Servers or violation of data privacy or confidentiality from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, volunteers, clients, customers, affiliates or Authorized Users of Customer. Panther CMMS is not responsible or liable for any unauthorized or improper access to or use of Licensed Software or any Customer Data where such access or use originates outside of Panther CMMS Servers or from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, clients, customers, affiliates or Authorized Users of Customer.

8.3 Personal Information. Customer and its Authorized Users must not disclose to Panther CMMS or transmit to or store on any Panther CMMS Servers any personally identifiable information (PII), protected health information (PHI), payment card information (PCI) or any other personal information. Customer and its Authorized Users must not violate any law, regulation or government order or the rights of any person. Customer will indemnify Panther CMMS and its officers, managers, employees, contractors and representatives against, and hold them harmless from, any such violation and any claims of such violation, and any judgments, settlements, damages, awards, expenses, costs, losses, and attorneys’ fees.

8.4 Customer Data Only. Except for the transmission and storage of Customer Data (as described in Sections 3.2 and 6.1), Customer and its Authorized Users may not transmit, upload or store any data, computer programs, or other subject matter to or on Panther CMMS Servers.

8.5 Suspension for Security Breach. In the event that Panther CMMS believes that Customer’s (including any of its Authorized Users’) access to or use of any Licensed Software, Services or Panther CMMS Servers or any of Customer’s Computers presents a security breach or risk to Customer Data or to the data or property of any other customer or to the Panther CMMS Servers, then Panther CMMS may suspend such access and use until the security breach or risk has been eliminated to the reasonable satisfaction of Panther CMMS. Such suspension will not be a breach of this Agreement and Panther CMMS will have no liability for such suspension. Customer will fully cooperate with Panther CMMS in connection with any such security breach or risk or any such suspension.

Section 9 – Term and Termination

9.1 Term. The “Term” of this Agreement will begin on the date of this Agreement for an initial term of one year. After the first year of the Term, the Term and this Agreement will continue on a year-to-year basis until one Party gives notice of termination or non-renewal to the other Party at least 30 days prior to the beginning of the next renewal year.

9.2 Termination for Breach. If Customer breaches this Agreement or any SOW or Exhibit and fails to cure said breach within ten days after receiving written notice of said breach from Panther CMMS, then Panther CMMS will be excused from any further obligation or liability under this Agreement or any SOW or Exhibit and Panther CMMS may terminate or suspend any license or right granted by Panther CMMS under this Agreement or the SOW or the Exhibit, by giving notice to Customer. This Section 9.2 will not limit the relief, remedies and damages to which Panther CMMS may be entitled.

9.3 Effect of Termination. Upon termination of this Agreement under Section 9.2 or any other termination or expiration of this Agreement, the Services and License will terminate and Customer will have no further License or rights under this Agreement or with respect to any Licensed Software, Documentation, or Methodology and will cease all use of the Licensed Software, Documentation, and Methodology, and will confirm that it has done so in writing to Panther CMMS. All obligations of confidentiality and other protections of the Licensed Software, Documentation, or Methodology or Panther CMMS’s intellectual property under this Agreement will survive any termination or expiration of the License or this Agreement and will continue in effect (but all access to and use of the Licensed Software, Documentation, and Methodology by or for Customer or its Consultants must cease). In addition, Sections 7, 9.3 and 10 will survive any termination of this Agreement, but nothing in those surviving Sections will supersede or affect the first sentence or the last sentence of this Section 9.3. Upon termination of the License or this Agreement, any Licensed Software and Documentation in the possession or control of Customer or any of its Consultants will be destroyed or permanently erased by Customer, and Customer and its Consultants will not retain any copy thereof and will confirm compliance therewith in writing to Panther CMMS.

Section 10 – General Provisions

10.1 Disclaimers. NEITHER PARTY MAKES ANY WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. Panther CMMS DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, AND METHODOLOGY ARE PROVIDED AND LICENSED ON AN “AS IS” BASIS. Panther CMMS DOES NOT WARRANT THAT ANY LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY OR SERVICES WILL SATISFY CLIENT’S REQUIREMENTS OR THAT THEY ARE WITHOUT DEFECT OR ERROR OR THAT THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY, AND SERVICES ARE NOT INTENDED, LICENSED OR PROVIDED FOR ANY HAZARDOUS USE OR ANY APPLICATION REQUIRING FDA OR OTHER GOVERNMENT APPROVAL THAT HAS NOT BEEN OBTAINED BY CLIENT. HAZARDOUS USE MEANS USE IN ANY APPLICATION OR ENVIRONMENT IN WHICH ANY FAILURE OR MALFUNCTION OF, OR ERROR OR DEFECT IN, THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY, OR SERVICES COULD RESULT IN ANY CATASTROPHE OR LOSS OF LIFE OF OR PHYSICAL INJURY TO A NATURAL PERSON.

10.2 Responsibility for Decisions. CLIENT IS SOLELY RESPONSIBLE FOR DECISIONS MADE AND ACTIONS TAKEN BASED ON THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY, OR SERVICES. IT IS CLIENT’S RESPONSIBILITY TO VERIFY ALL ANALYSES, RESULTS AND DATA CREATED, COMPILED OR GENERATED WITH THE USE OF THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY OR SERVICES. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY OR SERVICES AND ANY INFORMATION, DATA OR RESULTS OBTAINED FROM ANY OF THEM ARE AT THE SOLE RISK OF CLIENT AND SUCH USE AND RELIANCE MUST BE BY QUALIFIED PROFESSIONALS WHO EXERCISE THEIR OWN INDEPENDENT PROFESSIONAL JUDGMENT.

10.3 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL Panther CMMS’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, ANY SOW, OR ANY LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY OR SERVICES (REGARDLESS OF THE FORM OF ACTION OR CLAIM E.G. CONTRACT, WARRANTY, TORT, AND/OR OTHERWISE) EXCEED A LIMIT EQUAL TO ONE YEAR OF THE SUBSCRIPTION FEE RECEIVED BY Panther CMMS FROM CLIENT UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL Panther CMMS BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, COVER, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OR REVENUE, LOSS OF USE OF ANY COMPUTER PROGRAMS, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT, DATA, SERVICES OR SOFTWARE, OR CLAIMS BY ANY PERSON OTHER THAN CLIENT, EVEN IF Panther CMMS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. IN NO EVENT WILL ANY OF Panther CMMS’S OFFICERS, PERSONNEL, OWNERS, LICENSORS, CONTRACTORS, SUBCONTRACTORS, OR ADVISORS HAVE ANY LIABILITY RELATING TO OR ARISING FROM THIS AGREEMENT OR ANY OF THE ANY LICENSED SOFTWARE, DOCUMENTATION, KNOW-HOW, METHODOLOGY OR SERVICES. This Agreement, including its disclaimers and limitations of liability, represents a mutually agreed upon allocation of risk and the consideration given has been set to reflect such allocation.

10.4 Injunctive Relief. The Parties acknowledge and agree that any breach by a Party (the “offending Party”) of any of the covenants or provisions contained in this Agreement will give rise to irreparable injury to the other Party (the “offended Party”) inadequately compensable in damages and monetary remedies alone. Accordingly, the offended Party may seek and obtain preliminary and permanent injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief will be in addition to any other remedies that may be available to the offended Party.

10.5 Notices. Any notice or consent from Panther CMMS to Customer may be sent or delivered by email, by first class, priority or express mail, by registered or certified mail, by commercial courier (e.g., Federal Express or U.P.S.), or by personal delivery. Customer will keep Panther CMMS informed of Customer’s then-current email and physical addresses.

10.6 Export Act. Customer hereby warrants and certifies that any Licensed Software, Documentation, Know-How and Methodology provided by Panther CMMS to Customer will not be made available or exported by Customer or its personnel to any country in contravention of any law or regulation of the United States or any of its agencies, including the Export Administration Act of 1979 and regulations relating thereto.

10.7 Construction. This Agreement (which includes its SOWs and Exhibits) represents the wording selected by the Parties to define their agreement and no rule of strict construction will apply against or in favor of either Party. Whenever the context reasonably permits, the singular will include the plural, the plural will include the singular, and the whole will include any part thereof.

10.8 Headings. Section and paragraph headings used herein are for convenience only and will not be used to broaden or limit this Agreement.

10.9 Assignment. Because this Agreement is personal to Customer, Customer will have neither the right nor the power to assign or transfer this Agreement by assignment, merger or otherwise to any third party without the written consent of Panther CMMS. Panther CMMS may assign or transfer this Agreement and its rights under this Agreement (and delegate any remaining obligations and duties under this Agreement) to an affiliate or to a third party who acquires substantially all of the business or intellectual property of Panther CMMS applicable to the Licensed Software. Any assignee or transferee of this Agreement must assume the duties and obligations of the assigning or transferring Party under this Agreement.

10.10 Successors. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.11 Force Majeure. Notwithstanding anything to the contrary, neither Party will be deemed in breach of this Agreement or otherwise liable for any delay or failure to perform an obligation or duty where such delay or failure is caused by any act of nature, fire, flood, accident, riot, war, crime, terrorism, government intervention or regulation, any obligation to comply with any law, regulation or ordinance, any disruption or interference in communications, equipment or software, the Internet, any disruption or delay in supplies, communications, power, or other utilities, any labor dispute or shortage, or circumstances beyond the control of that Party or for the misconduct of an unaffiliated person. It is also understood that downtime of Panther CMMS Servers and Licensed Software for maintenance, re-location, Upgrades, and other purposes will be necessary from time-to-time and that unintended interruptions and downtime may also occur and are not a breach of this Agreement.

10.12 Governing Law. This Agreement and the rights and obligations of the Parties hereunder will be governed by and interpreted, construed and enforced in accordance with the laws of the State of Utah, without regard to conflict of law principles. The Parties consent to the jurisdiction of the state and federal courts located in Salt Lake City or County, Utah and agree that such courts and their respective courts of appeal will be the exclusive venue for the resolution of any dispute relating to this Agreement or any of the Licensed Software, Services, Know-How or Methodology. Each Party waives any objection which it may have now or hereafter to the laying of venue in such courts, and irrevocably submits to the exclusive jurisdiction and venue of such courts

10.13 Panther CMMS Personnel. The personnel of Panther CMMS used to perform Services and obligations under this Agreement may be employees or subcontractors of Panther CMMS. Panther CMMS remains responsible for the performance of its obligations under this Agreement (including the SOW(s)).

10.14 Relationship. Neither Party is the partner, joint venturer, agent or representative of the other Party. Each Party is an independent contractor. There is no employment relationship between the Parties. Neither Party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other Party. Neither Party will make any representation to a third party inconsistent with this Section.

10.15 Waiver. Any waiver of, or promise not to enforce, any right under this Agreement will not be enforceable unless evidenced by a writing signed by the Party making said waiver or promise.

10.16 U.S. Government Agency. If Customer is a U.S. Government agency, Customer acknowledges that the Licensed Software licensed under this Agreement is a commercial item that has been developed at private expense and not under a Government contract or at Government expense. The Government’s rights relating to the Licensed Software are limited to those rights and provisions applicable to Customer as set forth in this Agreement and are binding on Government users in accordance with Federal Acquisition Regulation 48 C.F.R. Section 12.212 for non-defense agencies and/or Defense FAR Supplement 48 C.F.R. Section 227.7202-1 for defense agencies, as applicable. U.S. Government rights to use, modify, reproduce, release, perform, display or disclose Licensed Software are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) and/or restrictions of DFARS 227.7202-1(a) and DFARS 227.7202-3(a), as applicable for U.S. Department of Defense (“DOD”) procurements and the limited rights of restrictions of FAR 52.227-14 and/or restricted rights provisions of FAR 52.227-14 and FAR 52.227-19, as applicable, and applicable agency FAR Supplements, for non-DOD Federal procurements.

10.17 Entire Agreement. This Agreement (which includes its SOWs and Exhibits): (i) represents the entire agreement between the Parties concerning the subject matter of this Agreement, (ii) supersedes all prior agreements, understandings, representations and warranties relating to the subject matter of this Agreement, whether written or oral, and (iii) may only be amended, canceled or rescinded by a writing signed by duly authorized representatives of both Parties. Any terms or conditions of any purchase order or other document submitted by Customer in connection with this Agreement or any Services that are in addition to, different from or inconsistent with the terms and conditions of this Agreement are for administrative purposes only and are not binding on Panther CMMS and are of no effect.

10.18 New Terms of Service. These Terms of Service (this Agreement) may be changed or replaced by a new Terms of Service by Panther CMMS by giving Customer at least three months’ advance notice of the new Terms of Service. Any access to or use of any Licensed Software by, for or on behalf of Customer after that three month period will constitute Customer’s acceptance of and agreement to the new Terms of Service. If the new Terms of Service are unacceptable to Customer, then Customer may decline to accept and agree to the new Terms of Service by not accessing or using the Licensed Software after that three month period, in which case Customer will give notice thereof to Panther CMMS and the Licenses will terminate.

How to Contact Us

If you have any questions, comments, complaints or suggestions in relation to your data protection, software protection, technology protection, this Statement, or any other concerns about the way in which we process information about you, please contact us immediately.

Your data is securely stored on the Amazon Cloud  

Amazon Web Compliance Compliance Docs + Compliance whitepaper Whitepapers. AWS Security webpages: Security is our #1 priority + Security whitepaper: Security is our #1 priority

HIPAA Webpage: HIPAA References + HIPAA whitepaper: HIPAA Whitepaper. Our customers work with many types of data, but none more personal and private than health care data. That’s why, as part of our commitment to maintaining the privacy of your data, we’ve updated our policies, added security features, and enhanced our infrastructure to fully meet HIPAA requirements.

AWS FedRamp Compliance: The US Federal Government is dedicated to delivering its services to the American people in the most innovative, secure, and cost-efficient fashion. Cloud computing plays a key part in how the federal government can achieve operational efficiencies and innovate on demand to advance their mission across the nation. That is why many federal agencies today are using AWS cloud services to process, store, and transmit federal government data.

What is FedRamp? The Federal Risk and Authorization Management Program (FedRAMP) is a US government-wide program that delivers a standard approach to the security assessment, authorization, and continuous monitoring for cloud products and services. The governing bodies of FedRAMP include the Office of Management and Budget (OMB), US General Services Administration (GSA), US Department of Homeland Security (DHS), US Department of Defense (DoD), National Institutes of Standards & Technology (NIST), and the Federal Chief Information Officers (CIO) Council. Cloud Service Providers (CSPs) who want to offer their Cloud Service Offerings (CSOs) to the US government must demonstrate FedRAMP compliance. FedRAMP uses the NIST Special Publication 800 series and requires cloud service providers to complete an independent security assessment conducted by a third-party assessment organization (3PAO) to ensure that authorizations are compliant with the Federal Information Security Management Act (FISMA).

CAIQ: Consensus Assessment Initiative Questionnaire (CAIQ) v3.1

SOC 2: Panther is compliant with SOC 2 Type II, an independent audit designed to ensure good policy and compliance in the five key areas of security, availability, processing integrity, confidentiality, and privacy. Our most recent annual SOC 2 Type II audit has been completed and continue each year.

General Stuff

Newletter // We automatically enter your email address into our newsletter mailing list. This list is not for marketing purposes but to keep each of our clients and nonclients up to date with all feature sets that are implemented into the software. These updates and features to the software are also posted on our blog under cmms version control.

Monitoring // Although Panther is not obligated to do so, it will have the right to review your communications on this Web site to determine whether you comply with our Terms of Use. Panther CMMS Software will not have any liability or responsibility for the content of any communications you post to this Web site or for any errors or violations of any laws or regulations by you. It is advisable that you review our Privacy Policy before posting any such communications.

Links to Other Sites // The linked sites are not under the control of Panther, and Panther CMMS Software is not responsible for the content of any linked site or any link contained in a linked site. Panther CMMS Software reserves the right to terminate any link at any time. Panther may provide links from this Web site to other sites as a convenience to you and in no way should this be interpreted as an endorsement of any company, content or products to which it links. If you decide to access any of the third party sites linked to this Web site, you do this entirely at your own risk.

Trademarks // The trademarks, service marks and logos of Panther CMMS Software and others used in this Web site ("Trademarks") are the property of Panther Software Inc. and their respective owners. You have no right to use any such Trademarks, and nothing contained in this Web site or the Terms of Use grants any right to use (by implication, waiver or otherwise) any Trademarks without the prior written permission of Panther Software Inc.

Indemnity // You agree to indemnify, defend and hold Panther CMMS Software harmless from and against any and all third party claims, liabilities, damages, losses or expenses (including reasonable attorney's fees and costs) arising out of, based on or in connection with your access and/or use of this Web site.

Limitation of Liability // IN NO EVENT SHALL Panther CMMS Software OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEB SITE OR ANY LINKED SITE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION OR MATERIALS PRESENTED ON THIS WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF Panther OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer // Panther assumes no responsibility for accuracy, correctness, timeliness, or content of the materials provided on this Web site. You should not assume that the materials on this Web site are continuously updated or otherwise contain current information. Panther is not responsible for supplying content or materials from the Web site that have expired or have been removed IN REGARDS TO work orders & maintenance management. THE MATERIALS PROVIDED AT THIS WEB SITE ARE PROVIDED "AS IS" AND ANY WARRANTY (EXPRESS OR IMPLIED), CONDITION OR OTHER TERM OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE IS HEREBY EXCLUDED.