End-User License Agreement

1. Parties; Definitions

This End-User License Agreement ("Agreement") is between CommEnder LLC, a Virginia limited liability company ("CommEnder," "we," "us"), and the organization or individual that accepts it ("Customer," "you"). "Software" or "Service" means the NEXUS platform made available by CommEnder, including its lockout/tagout (LOTO), maintenance and work-control, quality, and administrative modules and features, together with any application programming interfaces and integration mechanisms and its documentation, in each case provided as a cloud-based subscription and/or an on-premise deployment and as further described in a separate subscription or services agreement ("Order"). Individual modules and features may be offered, changed, or discontinued, and Customer's access to any given module or feature is determined by its Order. "Customer Data" means the data, files, drawings, records, and content that Customer or its authorized users submit to or generate in the Software.

2. License / Access Right

Subject to this Agreement and any Order, CommEnder grants Customer a non-exclusive, non-transferable right to access and use the Software for Customer's internal business purposes during the applicable subscription or license term, subject to suspension under Section 10 and termination under Section 15. For on-premise deployments, CommEnder grants a corresponding non-exclusive, non-transferable license to install and use the Software internally during that term. All rights not expressly granted are reserved by CommEnder.

3. Authorized Use; Accounts

Customer will use the Software only in accordance with this Agreement, the documentation, and applicable law. Customer is responsible for: (a) its authorized users' compliance with this Agreement; (b) the confidentiality and security of account credentials; and (c) all activity occurring under its accounts. Customer will promptly notify CommEnder of any suspected unauthorized access.

4. Safety-Critical Use; Human Authority; No Replacement for Qualified Personnel

4.1 The Software is a planning, workflow, and recordkeeping tool intended to support qualified personnel in developing, reviewing, authorizing, executing, and documenting lockout/tagout (LOTO) and related energy-control activities. It is a decision-support and documentation tool. It is not a substitute for qualified personnel, the employer's energy-control program and procedures, on-site judgment, or applicable law.

4.2 Human authority is required. Any suggestion, draft, sequence, analysis, or automated output produced by the Software, including any machine-assisted or AI-assisted feature, is advisory only and has no effect until a qualified, authorized person reviews it, corrects it as needed, and expressly authorizes it. The Software does not itself authorize, approve, verify, release, or execute any LOTO activity, and does not replace independent human verification.

4.3 No replacement for the employer's program. The Software does not establish, replace, or satisfy any employer's LOTO or energy-control program, training, periodic inspection, or audit obligations, and does not replace site-specific safety authority or qualified-person determinations.

4.4 Connected hardware or sensor data, where applicable, is evidentiary only and does not by itself establish a safe state. Qualified personnel remain responsible for verifying isolation and a zero-energy state.

4.5 The Software does not provide legal, safety, or regulatory advice, and CommEnder does not represent that use of the Software achieves or ensures any safety outcome or legal or regulatory result.

4.6 Other assistive, analytical, and predictive features. Where the Software provides planning, maintenance, reliability, scheduling, quality, or other analytical or predictive features — including maintenance recommendations, failure, condition, or schedule predictions, and quality determinations or dispositions — those features are likewise advisory only, do not authorize, approve, verify, release, or perform any action, and do not replace the review, judgment, and authorization of qualified, responsible personnel or the employer's applicable programs. Sections 4.2 and 5 apply to every such feature to the same extent as they apply to LOTO features.

5. Customer Responsibility for Correctness, Compliance, and Authorization

Customer is solely responsible for: (a) the correctness, completeness, and suitability of any procedure, plan, sequence, or record created or stored using the Software; (b) compliance with all laws, regulations, standards, and employer requirements applicable to its operations and industry, including in regulated industries; (c) ensuring that only qualified, authorized personnel make safety determinations and authorizations; and (d) site-specific authorization, verification, and execution of energy-control activities. CommEnder may provide informational materials but does not assume responsibility for Customer's procedures, determinations, or regulatory obligations.

6. Customer Data; Ownership

As between the parties, Customer owns all Customer Data. Customer grants CommEnder a limited license to host, process, transmit, and display Customer Data solely to provide and support the Software and as otherwise instructed by Customer or set out in an Order or applicable data-processing terms. CommEnder does not sell Customer Data. CommEnder does not use Customer Data to train shared or global machine-learning models unless Customer expressly authorizes such use in writing under an applicable agreement or program. Handling of personal data is described in the Privacy Policy.

7. Restrictions

Customer will not, and will not permit any third party to: (a) modify, adapt, translate, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software except to the extent applicable law expressly permits; (c) sublicense, sell, lease, rent, distribute, or provide the Software to any third party except as expressly permitted in an Order; (d) remove or alter proprietary notices; (e) use the Software to build a competing product; or (f) use the Software in violation of law or this Agreement.

7A. Programmatic Access; APIs; Integrations

CommEnder may make application programming interfaces, machine-to-machine endpoints, data exports, and integration mechanisms (collectively, "Interfaces") available for use with the Software, subject to this Agreement, the documentation, and any applicable Order or technical, authentication, or rate-limit requirements. (a) Customer is responsible for all credentials, tokens, keys, and activity used with or occurring through the Interfaces, for securing them, and for the systems, applications, and third parties it connects to the Software; access through the Interfaces is subject to Sections 3, 4, 5, and 7. (b) Customer will not use the Interfaces to exceed documented limits, to circumvent access controls or tenant isolation, or to access or extract data other than Customer Data it is authorized to access. (c) Data that Customer or its connected systems submit to or write into the Software through the Interfaces ("Inbound Data") is Customer Data; Customer is solely responsible for its accuracy, legality, and suitability and for any action taken in reliance on it, and automated or externally sourced Inbound Data does not by itself establish a safe state or satisfy any verification or authorization requirement, with Section 4 applying in full. (d) CommEnder may add, change, deprecate, or discontinue an Interface, or impose or modify technical or usage limits, on reasonable notice where practicable, to protect the security, integrity, or availability of the Software. (e) The Interfaces are provided subject to the warranty disclaimer in Section 12 and the limitations in Section 14. (f) Interfaces identified as beta, preview, pilot, or early access, and Interfaces that are not yet generally available, are subject to Section 11 (Beta and Early-Access Features) and may be changed, rate-limited, or discontinued without the advance notice described in clause (d) until they are generally available.

8. Intellectual Property

The Software and all intellectual property rights in it, including all updates, enhancements, and derivative works, are and remain the exclusive property of CommEnder and its licensors. CommEnder may use Customer feedback to improve the Software without obligation.

9. Confidentiality

Each party may receive the other's non-public information ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement and will protect it using at least reasonable care. Confidential Information does not include information that is or becomes public through no breach, is independently developed, or is rightfully received from a third party. This Section does not limit either party's rights or obligations regarding personal data under applicable law or the Privacy Policy.

10. Suspension

CommEnder may suspend Customer's access to the Software, in whole or in part, if CommEnder reasonably determines that suspension is necessary to address a security risk to the Software or other customers, a suspected material breach of Sections 3 or 7, unlawful use, or non-payment of amounts due under an Order after any notice and cure period stated there. CommEnder will give notice of a suspension as soon as reasonably practicable, will limit the suspension in scope and duration to what is reasonably necessary, and will restore access promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations under an Order.

11. Beta and Early-Access Features

CommEnder may make optional features identified as beta, preview, pilot, or early access available to Customer. Such features are provided for evaluation, may be changed or discontinued at any time, are excluded from any service-level or support commitments in an Order, and are provided "AS IS" notwithstanding anything to the contrary. Customer's use of such features is optional and at its discretion. Section 4 (Safety-Critical Use; Human Authority) applies fully to any beta or early-access feature.

12. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMMENDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL MEET ANY PARTICULAR LEGAL, REGULATORY, OR AUDIT REQUIREMENT, OR THAT IT WILL ACHIEVE ANY PARTICULAR RESULT, ACCURACY, OR AVAILABILITY, EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN SERVICE-LEVEL OR ORDER DOCUMENT.

13. Indemnification

13.1 By CommEnder. CommEnder will defend Customer against any third-party claim alleging that the Software, as provided by CommEnder and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages finally awarded against Customer (or amounts agreed in settlement) for such a claim. If such a claim is made or appears likely, CommEnder may, at its option and expense: (a) procure the right for Customer to continue using the Software; (b) modify or replace the Software so it is non-infringing without materially reducing functionality; or (c) terminate the affected subscription or license and refund any prepaid, unused fees. CommEnder has no obligation for claims arising from: combination of the Software with items not provided by CommEnder; modifications not made by CommEnder; use of a superseded version where the current version would avoid the claim; Customer Data; or use in violation of this Agreement. This Section 13.1 states CommEnder's entire liability, and Customer's exclusive remedy, for infringement claims.

13.2 By Customer. Customer will defend CommEnder against any third-party claim arising out of: (a) Customer Data; (b) use of the Software by Customer or its users in violation of this Agreement, the documentation, or applicable law; or (c) the safety determinations, procedures, authorizations, or energy-control activities of Customer or its personnel as described in Sections 4 and 5, and will pay damages finally awarded against CommEnder (or amounts agreed in settlement) for such a claim.

13.3 Procedure. The indemnified party must give prompt written notice of the claim (except to the extent the delay does not prejudice the indemnifying party), allow the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault), and provide reasonable cooperation at the indemnifying party's expense.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMMENDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY. COMMENDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. The parties acknowledge the allocation of responsibility in Sections 4 and 5: responsibility for safety determinations, procedure correctness, and regulatory obligations rests with Customer and its qualified personnel.

15. Term; Termination; Survival

This Agreement applies for the applicable subscription or license term and any renewals. Either party may terminate for the other's material breach that is not cured within thirty (30) days after written notice. Customer's rights terminate automatically upon material breach of the license or the restrictions. On termination, Customer will cease use and, for on-premise deployments, destroy copies; CommEnder will make Customer Data available for export for a commercially reasonable period as described in an Order or applicable data-processing terms, after which it may be deleted.

Provisions that by their nature should survive termination or expiration survive, including Sections 4 through 9 (including Section 7A), 12 through 14, and 16 through 23.

16. Data Protection

Each party will comply with data-protection and privacy laws applicable to its role in the processing of personal data under this Agreement. CommEnder's handling of personal data is described in the Privacy Policy, and, where the parties execute a data-processing addendum or equivalent terms under an Order, that addendum governs the processing of personal data contained in Customer Data and controls over this Agreement to the extent of any conflict regarding personal data.

17. Export Compliance; Sanctions

The Software may be subject to United States export-control and sanctions laws and regulations. Customer will comply with all applicable export-control and sanctions laws, and represents that it is not, and is not owned or controlled by or acting on behalf of, a person or entity identified on any U.S. government restricted-party list, and that it is not located in, or organized under the laws of, a country or region subject to comprehensive U.S. sanctions. Customer will not use, export, re-export, or transfer the Software except as authorized by U.S. law and any other applicable laws. The Software may be used to store or process drawings, specifications, and related technical data that are themselves subject to export-control or other trade laws (for example, the U.S. Export Administration Regulations or the International Traffic in Arms Regulations). Customer is responsible for determining the control status of, and for lawfully handling, any such Customer Data and for configuring and restricting its use of the Software accordingly; CommEnder does not undertake to classify Customer Data or to act as the exporter of Customer's technical data.

18. U.S. Government End Users

The Software and its documentation are "commercial products," "commercial computer software," and "commercial computer software documentation" as defined in FAR 2.101, FAR 12.212, and DFARS 227.7202. If Customer is a U.S. Government entity or acquires the Software under a U.S. Government contract, the Software is licensed with only those rights granted to all other customers under this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4.

19. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labor disputes, utility or internet failures, denial-of-service or similar attacks, war, terrorism, civil unrest, or governmental action, provided the affected party uses reasonable efforts to mitigate and resumes performance as soon as reasonably practicable.

20. Updates; Changes

CommEnder may update the Software and may modify this Agreement on a going-forward basis; changes do not apply retroactively. Material changes to this Agreement will be communicated, for example by in-product notice and an updated Version and Effective Date. For Customer's current paid subscription term under an active Order, a material change that is adverse to Customer takes effect at the start of the next renewal term rather than during the current term, except for changes required by law or necessary to address security or the integrity of the Software. Otherwise, continued use after the stated Effective Date constitutes acceptance, and if Customer does not agree to a material change, Customer's remedy is to stop using the Software.

21. Governing Law; Disputes

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia for any dispute arising out of or relating to this Agreement or the Software, and each party waives any objection to personal jurisdiction or venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

22. Miscellaneous

Amendments: except as stated in Section 20, amendments must be in writing. Severability: an invalid provision is severed and the remainder stays in effect. Assignment: Customer may not assign without CommEnder's consent; CommEnder may assign in connection with a merger or sale of assets. Entire Agreement: this Agreement and any Order are the entire agreement on the subject and supersede prior understandings. No Waiver: failure to enforce a provision is not a waiver. Notices: legal notices to CommEnder under this Agreement may be sent to legal@commender.nexus.

23. Acceptance

By creating an account, accepting these terms, or accessing or using the Software, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.