These P²MRO Terms of Use (the “Terms of Use” or the “Agreement”) constitute the legal agreement between you (“you” or “Licensee”) and Motion Industries, Inc, (“MOTION” or “we” or “us”) with respect to your use of the P²MRO Software.

By using the P²MRO Software or visiting this website, motion.com and any mobile websites and applications associated therewith (collectively, the “Site“) and content available through the www.motion.com domain name and any other affiliated domain name or using the P²MRO Software, YOU SIGNIFY YOUR ASSENT TO THESE TERMS OF USE.

The Site is a business service made available to you by MOTION. All of the content, software and services available through the Site, including but not limited to P²MRO and any subscription services, whether offered by MOTION or a third party link provided by the Site are referred to herein as the “Services.”

Please read the Terms of Use carefully before using the Services. If you do not understand and accept the provisions set forth in the Terms of Use, you may not use the Services or access the Site.

ACCEPTANCE OF TERMS OF USE

YOU MUST READ AND AGREE TO THESE TERMS OF USE BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU AGREE THAT:

· You and each Authorized User will use the Services in accordance with the Terms of Use and any additional terms, conditions, rules or procedures imposed by MOTION or by third party content or service providers that may apply, and applicable laws and regulations;

· You acknowledge and agree to be bound by the terms and conditions of our Privacy Policy , which are incorporated herein by reference;

· These Terms of Use are a legally binding agreement and the equivalent of a signed written contract; and

· You have received, understood, and accepted these Terms of Use and the terms of our Privacy Policy.

YOUR USE OF THE SERVICES SHALL BE DEEMED TO CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS OF USE AND ALL OF MOTION’S RULES AND RESTRICTIONS RELATED TO THE SERVICES, AS THEY MAY CHANGE FROM TIME TO TIME.

You hereby waive any and all defenses you may have based on the electronic form of the Terms of Use and the lack of signing by the parties hereto to execute the Terms of Use.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT ACCESS OR USE THE SITE OR THE P²MRO SOFTWARE. FROM TIME TO TIME, WE MAY PROVIDE ADDITIONAL SERVICES. YOU MAY BE ASKED IN THE FUTURE TO AGREE TO ADDITIONAL TERMS BEFORE YOU CAN ACCESS THESE ADDITIONAL SERVICES. REGARDLESS OF WHETHER THIS OCCURS, YOUR CONTINUED USE OF THE SITE OR SERVICES WILL CONSTITUTE YOUR ACCEPTANCE OF THESE ADDITIONAL TERMS.

DEFINITIONS. Capitalized terms used in Terms of Use have the meanings as set forth below, unless otherwise expressly set forth herein.

“Authorized User” means any of your or your affiliates’ directors, officers, employees, independent contractors or agents who have been granted access to the Services by MOTION pursuant to these Terms of Use as set forth on the applicable purchase order. Third party administrators must be approved in writing by MOTION. You will be responsible for your and your affiliates’ Authorized Users’ actions and for such parties’ compliance with the terms of this Agreement.

“Designated Equipment” shall mean the Licensee owned equipment enrolled in the P²MRO program.

“Licensee” Shall refer to you or any user authorized by you to use the Services and any legal entity that you represent.

“Licensee Data” shall mean the Licensee specific information created by Licensee or collected from Licensee, including all System Data, subsequently stored by MOTION on the “Motion System” and made available to Licensee for use or download by Licensee.

“Motion System” shall mean the cloud or other storage system maintained by MOTION.

“Software” shall include all P²MRO application programs, software, and related materials and documentation, which include web based, machine-readable or printed form, and any updates furnished by MOTION to Licensee.

“System Data” shall mean all data provided to or collected by MOTION in connection with Licensee’s use of and connection to the Services including, without limitation, all data provided through Third Party Devices.

“Third Party Device” shall mean any third party diagnostic device, including its embedded or associated software that connects the Licensee’s equipment to the Software. Third Party Devices may include devices sold or provided by MOTION.

REGISTRATION; ACCOUNTS Any purchase order form you submit in connection with the Services shall include all information which MOTION requires to enable MOTION to provide the Services for you, including your company name, the number of Authorized Users, as applicable, and any other instructions or requirements pertinent to your use of the Services. You are responsible for (a) protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information that have been provided to you or that are generated in connection with your use of the Services and (b) all activities that occur in connection with your account. You agree to provide true, current and accurate information to MOTION as required for your Authorized Users to access and use the Services and you will update such information as necessary from time to time, including in connection with any changes to such information. You must be at least 13 years of age to use the Services. Verification of your age may be requested or required in connection with your use of all or a portion of the Services. Should MOTION suspect that your personal data provided is not accurate or complete, MOTION may suspend or terminate your access to the Services.

LIMITED LICENSE FOR P²MRO SOFTWARE Subject to the terms and conditions set forth in this Agreement, and effective only during the term of this Agreement, MOTION grants Licensee an individual, limited, non-exclusive, non-transferable, non-assignable and revocable license to use the Software in conjunction with the Designated Equipment in accordance with the restrictions set forth herein to facilitate the management of the Designated Equipment in conjunction with the Third Party Devices. The specific use of the Software in terms of features, versions, authorized users and connected equipment may be subject to additional terms set forth in subsequent subscription or order forms referencing this Agreement. Licensee does not have the right to sublicense, and may not sublicense, the Software or use the Services in any manner not expressly permitted by this Agreement without the prior written consent of MOTION. Licensee acknowledges that the Services and all copies of the Software, as well as all proprietary rights in and to the Software and Services, including all copyright, patent and trade secret rights, are made available on a limited license or access basis, and are and shall remain the sole property of MOTION, and Licensee shall have no rights whatsoever to the Software and such proprietary information other than as expressly set forth herein. From time to time, you may choose to submit feedback, including in the course of using the Software and Services. To the extent that you have the right, you hereby assign to MOTION all right, title and interest in and to any suggestions, enhancement requests, communications, recommendations or other advice or feedback (“Feedback”) that you or your employees, agents or Authorized Users provide to MOTION relating to the Software or Services, and otherwise agrees that you will not challenge MOTION’s use, ownership or further development of the Feedback in its business or take any action to obtain any intellectual property rights pertaining to the Feedback. You may use the Services and Software only as permitted in these Terms of Use and in compliance with relevant laws. Motion hereby reserves all rights not expressly granted herein.

CHANGES TO SERVICES. MOTION may improve or change the Services with or without prior notice to you, Authorized Users or others. MOTION may also update or revise its documentation relating to the Services during the Term with or without prior notice.

THIRD PARTY SOFTWARE. Licensee acknowledges that applications related to or embedded in the Software may include third party software, and Licensee agrees to abide by all applicable third party software terms and conditions as they relate to the Software.

THIRD PARTY DIAGNOSTIC EQUIPMENT. Licensee acknowledges Software will connect with the Third Party Devices, and Licensee agrees to abide by the terms and conditions governing the Third Party Devices as they relate to the Software. Licensee is responsible for obtaining all licenses, approvals or consents necessary to permit the Software to interface with the Third Party Devices, and Licensee hereby grants MOTION the right to interface with the Third Party Devices connected to the Designated Equipment. Licensee shall be responsible for selecting and maintaining the appropriate Third Party Devices and configuring it to connect with the Software, and Licensee acknowledges and agrees that MOTION is not responsible for the performance or operation of the Third Party Devices.

USE RESTRICTIONS. Licensee shall not use the Software or Services for any purposes beyond the scope of the license granted in these Terms of Use.

1. The Software, Services and System Data are confidential in nature and may not be provided or made available, in any form, to any other persons or entities without the prior written consent of MOTION. Licensee shall use the Software, Services and System Data solely for the Licensee’s own internal business purposes in a manner consistent with these Terms of Use. Licensee shall be fully responsible and liable to MOTION for the actions of its employees or agents (including without limitation all Authorized Users) that violate these Terms of Use.

2. Licensee may make a reasonable number of copies of the Software solely as necessary for backup, archival, and testing purposes. Licensee may not otherwise copy the Software or distribute or transfer the Software or modify, or create derivative works of the Software, in whole or in part without the prior written consent of MOTION. Additionally, System Data may not be reproduced, copied, modified, translated, reverse engineered, or disassembled in whole or in part, without the express written consent of MOTION.

3. The Software, Services and System Data may only be used in conjunction with the Designated Equipment and approved Third Party Devices.

4. Licensee shall not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained with the Software, Services or related equipment.

5. If Licensee attempts to sell or transfer its rights under this Agreement without MOTION’s prior written consent or abandons the Designated Equipment, these Terms of Use shall automatically terminate and the Licensee shall immediately discontinue the use of the Software, Services and System Data.

6. Licensee must adhere to any P²MRO-related agreements that may be signed in connection with an upgrade from older P²MRO Designated Equipment under license with MOTION, by fully retiring the original P²MRO Designated Equipment from any future use. Failure to comply with this stipulation will void any reduced upgrade Software license fee, and Licensee will be charged for a full hardware system license as a result.

7. Without limiting the foregoing and except as otherwise expressly set forth in these Terms of Use, Licensee shall not at any time, directly or indirectly: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Services; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iii) remove any proprietary notices from the Software; (iv) incorporate the Software or Services into a product or service without MOTION’s prior written consent; (v) publicly disseminate information regarding the performance of the Software or Services; or (vi) use the Software or Services 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.

8. In consideration of the grant of this License by MOTION, Licensee agrees to take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to the Software, Services, Designated Equipment, and/or System Data to ensure that the restrictions set forth above are understood and followed, and that the confidentiality of the Confidential Information, the Software, Services and/or the System Data shall be secured and protected.

TERM AND TERMINATION. The license granted to the Licensee pursuant to these Terms of Use shall continue for an initial term of one year. These Terms of Use and the license granted hereunder shall thereafter automatically renew for successive one year terms until termination by either party pursuant to the terms set forth herein. This Agreement is subject to termination (i) immediately by MOTION, in the event that Licensee violates the obligations set forth herein and such violations are not corrected within five (5) days following written notice; (ii) by either party for any reason upon thirty (30) days prior written notice to the other party; or (iii) immediately upon termination of the supply relationship between MOTION and Licensee for any reason. Termination of the supply relationship for purposes of the immediately preceding sentence means that Licensee is not regularly purchasing product from MOTION.

Upon termination, all licenses granted hereunder shall immediately terminate. Licensee shall immediately cease all use of the Software, Services, the Confidential Information and Trade Secrets (as defined below), or any portion or derivative thereof, including but not limited to printouts and downloaded information and any documentation relating to the Software or Services, and shall return all copies and all derivatives thereof to MOTION or certify to MOTION in writing within thirty (30) days of termination that all copies of the Software, Services, Confidential Information and Trade Secrets and other materials, and all derivatives thereof, have been destroyed. MOTION shall retain Licensee Data for a period of 30 days, and may thereafter elect to return or destroy all such Licensee Data.

CONFIDENTIALITY. Licensee acknowledges that the Software, Services and any other confidential or proprietary information of MOTION provided to Licensee hereunder comprise confidential or proprietary information of MOTION (collectively, “Confidential Information”). Licensee shall not use, disclose or permit any person or entity access to any Confidential Information, except as expressly permitted in connection with its performance hereunder. Licensee agrees to use reasonable efforts to protect the confidential or proprietary nature of such Confidential Information, using at least the same degree of care it utilizes for the protection of its own strictly confidential and proprietary information. The obligations under these Terms of Use with respect to Confidential Information that does not constitute a trade secret will continue for a period of five (5) years after the termination, expiration or non-renewal of these Terms of Use and will continue for any information that constitutes a trade secret (“Trade Secret”) for so long as such information remains a Trade Secret under applicable law. Licensee acknowledges that if it breaches this section, MOTION may have no adequate remedy at law available, may suffer irreparable harm, and shall be entitled to seek equitable relief in addition to any other remedies that may be available.

MAINTENANCE/MODIFICATION OF SOFTWARE AND EQUIPMENT AND DATA

1. MOTION and its third party service providers reserve the right to access and make changes to the Software and Services at any time without prior notice to Licensee. Such changes may include but are not limited to, changes to rules of operation, implementation of security measures, changes to accessibility policies and procedures, changes in types of terminal equipment and types of programming languages.

2. Licensee shall bear the sole responsibility of obtaining, maintaining, and operating at Licensee’s own expense all additionally required equipment and software needed in order to use the Software and Services. The minimum requirements may be updated from time to time by MOTION.

3. Subject to the provisions relating to Licensee Data in the section above captioned “TERM AND TERMINATION”, Licensee Data will be stored for a period of two years from the date such data is created. MOTION reserves the right to purge Licensee Data after two years from the date such data is first created and within thirty days of any termination, expiration or non-renewal of this Agreement.

BREACH/DEFAULT If any of the terms of these Terms of Use are breached by Licensee, MOTION may take possession of or deny access to the Software or Services provided under these Terms of Use and cease delivery of any updates. In the event of Licensee’s default, the Licensee is responsible for all collection costs, plus any attorney’s fees and court costs.

INDEMNIFICATION. Licensee agrees that during the term of these Terms of Use it will defend, indemnify and hold MOTION harmless from and against any claims from any person(s) arising out of or related to (i) Licensee’s use of the Software, Services and System Data, (ii) the Licensee Data or (iii) any breach by Licensee of these Terms of Use. Further, Licensee agrees to hold MOTION harmless from and against any claims arising out of or related to the products of MOTION’s third party service providers.

INFORMATION. The Licensee acknowledges that use of the Software and Services will allow certain third parties to share information from Third Party Devices with MOTION. Upon use of the Software, Services and related equipment by Licensee, the Software, Services and related systems will collect basic information about Licensee’s equipment in order to improve both MOTION’s and Licensee’s maintenance and supply programs as well as to monitor Licensee’s compliance with these Terms of Use. The information collected shall include, but not be limited to, asset specifications, sensor connectivity status, machine health metrics collected by sensors, insights derived from sensor data by solution software. Such Licensee Data may be used by MOTION in aggregate form for market analysis and intelligence. The specific information collected may be changed from time to time. MOTION owns any collected information and shall continue to own such information upon the termination of the license. Further, third party service providers of MOTION may also collect and store Licensee information. Licensee agrees that any information it inputs through its Software and Services shall be information related to its business. MOTION and its third party providers disclaim all liability for personally identifiable or sensitive information that Licensee chooses to input into the Software and/or the related systems.

WARRANTY/LIMITATION OF LIABILITY. THE SOFTWARE AND SERVICES ARE PROVIDED TO LICENSEE HEREUNDER ON AN “AS IS” BASIS. MOTION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE, SERVICES OR ANY THIRD PARTY DEVICES. MOTION DOES NOT WARRANT THAT THE SOFTWARE, SERVICES AND EQUIPMENT WILL MEET LICENSEE’S NEEDS, THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT THE SOFTWARE, SERVICES OR ANY THIRD PARTY DEVICES WILL BE COMPATIBLE WITH THE LICENSEE’S NETWORK, HARDWARE COMPONENTS, OR OTHER EQUIPMENT. MOTION DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OR ANY OTHER TERMS AND CONDITIONS REGARDING ANY SOFT¬WARE, SERVICES, EQUIPMENT, OR SYSTEM DATA LICENSED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

UNDER NO CIRCUMSTANCES SHALL MOTION BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAM¬AGES ARISING FROM ANY SOFTWARE, SERVICES OR SYSTEM DATA LICENSED HEREUNDER OR ANY LOSS OF LICENSEE DATA ON THE MOTION SYSTEM, EVEN IF MOTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states do not allow the exclusion or limitation of liability or consequential or incidental damages, so the above limitation may not apply. MOTION’s entire liability and Licensee’s exclusive remedy for any failures of the Software, Services. Designated Equipment, or the System Data shall be, at MOTION’s option, either the return of the license fee or the replacement of the Software, Services and/or equipment.

FORCE MAJEURE. Neither party will be liable for any loss, damage or delay resulting from any event of any intervening general condition beyond such party’s reasonable control (a “Force Majeure”) and performance dates will be extended to the extent of any delays resulting from a Force Majeure. Each party will promptly notify the other upon becoming aware that any Force Majeure has occurred or is likely to occur and will use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under these Terms of Use.

ASSIGNMENT; SUCCESSORS AND ASSIGNS. These Terms of Use may not be assigned, sublicensed, or otherwise transferred by Licensee, by operation of law or otherwise, other than as set forth herein, without MOTION’s prior written consent. The provisions of these Terms of Use shall be binding upon and shall inure to the benefit of the parties hereto and their respective officers, directors, employees, permitted successors and assigns.

MODIFICATIONS. LICENSEE MAY NOT MAKE ANY CHANGES TO THESE TERMS OF USE, AND NO SUCH CHANGES TO THESE TERMS OF USE WILL BE ACCEPTED OR BINDING ON MOTION. MOTION may modify these Terms of Use at any time. SUCH CHANGES SHALL BE POSTED ON THE APPLICABLE ONLINE PORTAL OR otherwise made available to you. The revised terms shall be effective upon the earlier of (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if Motion provides a mechanism for the acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Services after the effective date of any revisions to these Terms of Use, you agree to be bound by the revised Terms of Use. It is your responsibility to check the Site regularly for changes to these Terms of Use. If you disagree with such modifications, your sole and exclusive remedy shall be to terminate the Agreement and the receipt of the Services by sending written notice to MOTION.

EXPORT RESTRICTIONS. Without limiting the generality of your obligation to comply with all applicable laws, you agree to comply with any applicable export and import laws and regulations that apply to its use of the Software and Services. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Software or Services or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Order Forms or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (a) neither you nor any Authorized User is located in or will access the Software or Services from any country that is subject to a U.S. trade embargo, and (b) neither you nor any Authorized User is on any restricted party list maintained by the U.S. government (e.g. the Specially Designated Nationals list, the Unverified List) and you agree to notify MOTION promptly if you or any Authorized User appears on any such restricted party list during the Term.

WAIVER. Failure of either party hereto to enforce at any time any term of these Terms of Use shall not be a waiver of that party’s right thereafter to enforce each and every term of these Terms of Use.

ENTIRE AGREEMENT. These Terms of Use constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and no prior representation, inducement, promise or agreement, oral or written, between the parties not embodied herein shall be of any force and effect.

SEVERABILITY. The invalidity or unenforceability of any provision in these Terms of Use shall not in any way affect the validity or enforceability of any other provision, and these Terms of Use shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.

SECTION HEADINGS. Section titles or captions contained herein are inserted only as a matter of convenience for reference and in no way define, limit, extend, or describe the scope hereof or the intent of any provision hereof.

GOVERNING LAW. These Terms of Use shall be governed, interpreted and construed in accordance with the laws of the state of Alabama without regard to any conflicts of law principles.