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 LOTO platform and its documentation, provided as a cloud-based subscription and/or an on-premise deployment as described in a separate subscription or services agreement ("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, revocable right to access and use the Software for Customer's internal business purposes during the applicable subscription or license term. For on-premise deployments, CommEnder grants a corresponding non-exclusive, non-transferable, revocable license to install and use the Software internally. 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.

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.

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. Portions of the Software's source code may have been created with the assistance of standard developer tools, including AI-assisted coding assistants; all such contributions are reviewed and integrated by CommEnder's personnel, and the delivered Software is CommEnder's proprietary work governed by this Agreement. This Section concerns software development tooling only and makes no representation about automated generation of LOTO procedures.

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. 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.

11. 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.

12. Term; Termination

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.

13. Updates; Changes

CommEnder may update the Software and may modify this Agreement on a going-forward basis. Material changes to this Agreement will be communicated, for example by in-product notice and an updated Version and Effective Date, and continued use after the stated Effective Date constitutes acceptance. If Customer does not agree to a material change, Customer's remedy is to stop using the Software.

14. 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.

15. Miscellaneous

Amendments: except as stated in Section 13, 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.

16. 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.