Master Software and Services Agreement.

1. Structure; Order Forms

1.1 This Agreement governs Customer's access to Spall's cloud software platform, edge gateway hardware, and related services (together, the "Service"). Specific purchases, quantities, fees, and terms are set out in one or more order forms executed by both parties ("Order Forms"). Each Order Form incorporates this Agreement.

1.2 Pilot first. Unless the parties agree otherwise in writing (for example, in a separate evaluation or demo agreement), the first Order Form is a Pilot Order Form: a fixed-fee, fixed-duration evaluation on one production line, with success criteria stated on the Order Form. The pilot fee is credited in full against the first year of a subscription Order Form executed within ninety (90) days after the pilot ends.

1.3 Order of precedence: an executed Order Form controls over this Agreement solely for the terms it expressly modifies.

2. The Service

2.1 Platform. Spall will make the cloud platform available to Customer under the subscription stated on the Order Form, hosted and maintained by Spall.

2.2 Gateway hardware. Spall provides pre-configured edge gateway devices ("Gateways") as part of the Service. Unless the Order Form states a purchase, Gateways remain Spall's property, and Customer will return them within thirty (30) days after termination or expiration. Customer provides mounting space, power, and network access described in the Order Form's installation appendix.

2.3 Read-only commitment. The Service reads data from Customer's machines and control systems. Spall will not write to, command, or alter the operating state, programs, parameters, or setpoints of Customer's machine control systems. Outputs the Service drives are limited to devices supplied or expressly designated for Spall's use (for example, stack lights or displays) and never a machine's own controller. This commitment survives for as long as any Gateway is connected.

2.4 Networking posture. Gateways initiate outbound, encrypted connections to the platform. The Service does not require inbound firewall ports from the internet to Customer's network.

2.5 Support; hardware replacement. Spall provides support as described on the Order Form. Hardware faults are remedied by replacement: Spall ships a configured replacement Gateway, and Customer returns the faulty unit using the provided label. Spall does not perform on-site repair of Gateways.

2.6 Changes. Spall may improve the Service, provided no change materially reduces its core functionality during a paid term. Software updates to Gateways are delivered remotely and may briefly restart the Gateway; scheduled update windows are configurable.

3. Customer Data

3.1 Ownership. Customer owns all data collected from Customer's machines, entered by Customer's personnel, or generated for Customer by the Service ("Customer Data"). Spall claims no ownership of Customer Data.

3.2 License to operate. Customer grants Spall a non-exclusive license to host, process, transmit, and display Customer Data solely to provide, support, secure, and improve the Service.

3.3 De-identified data. Spall may create and use data derived from Customer Data that does not identify Customer, its personnel, its products, or its facilities, for benchmarking, analytics, and improving the Service. Spall will not disclose de-identified data in any form that could reasonably be re-identified.

3.4 Export and deletion. During the term and for thirty (30) days after termination or expiration, Customer may export Customer Data through the Service's export features or API. Following that window, Spall will delete Customer Data from active systems within sixty (60) days, except copies retained in routine backups that expire on their normal schedule.

3.5 Attribution posture. The Service uses station, role, and shift context rather than individual names in AI grounding and does not build per-person operator rankings. Raw records may retain and display their author. Customer controls its own operator accounts and PINs and is responsible for its internal policies regarding personnel data it chooses to enter.

4. Security

4.1 Spall maintains commercially reasonable administrative, technical, and physical safeguards for Customer Data, including encryption in transit, tenant isolation, and role-based access.

4.2 Spall will notify Customer without undue delay, and in any case within seventy-two (72) hours, after confirming a breach of security leading to unauthorized access to Customer Data, and will provide information reasonably available to help Customer meet its own obligations.

4.3 Customer is responsible for its own network security, for credentials it controls, and for physical security of Gateways on its premises.

5. Fees and Payment

5.1 Fees, machine classes, and quantities are stated on the Order Form. Subscription fees are invoiced annually or monthly as stated there; installation effort beyond the included allowance is quoted and approved before work begins, at the day rate on the Order Form.

5.2 Invoices are due net thirty (30) days. Undisputed amounts more than fifteen (15) days overdue may bear interest at the lesser of 1.5% per month or the maximum lawful rate. Spall may suspend the Service for undisputed amounts more than forty-five (45) days overdue, on ten (10) days' written notice.

5.3 Fees exclude taxes; Customer is responsible for applicable sales and use taxes, excluding taxes on Spall's income.

6. Term and Termination

6.1 Pilot term. A Pilot Order Form runs for the period stated on it and ends automatically unless converted.

6.2 Subscription term. Subscription Order Forms run for the initial term stated, then renew for successive one-year terms unless either party gives notice of non-renewal at least thirty (30) days before renewal.

6.3 Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches and fails to cure within thirty (30) days of written notice.

6.4 Effect. On termination or expiration: Customer's access ends after the data-export window in Section 3.4; Customer returns Gateways per Section 2.2; fees already due remain payable. Sections 3, 4.2, 7, 8, 9, 10, 11, and 12 survive.

7. Intellectual Property

7.1 Spall owns the Service, the Gateway software, and all improvements. No rights are granted except as stated in this Agreement.

7.2 Customer may provide feedback; Spall may use it without restriction or obligation, provided doing so never identifies Customer without consent.

7.3 Neither party will reverse engineer the other's technology except to the extent a right to do so cannot lawfully be excluded.

8. Warranties; Disclaimer

8.1 Each party warrants it has the authority to enter this Agreement.

8.2 Spall warrants that the Service will perform materially as described in its documentation, and that support and installation services will be performed in a professional and workmanlike manner. Customer's exclusive remedy for breach of this warranty is re-performance or, if Spall cannot materially correct within thirty (30) days, termination of the affected Order Form and a pro-rata refund of prepaid, unused fees.

8.3 EXCEPT AS STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS," AND SPALL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPALL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE PROVIDES OPERATIONAL VISIBILITY AND ANALYSIS; IT IS NOT A SAFETY SYSTEM, AND CUSTOMER WILL NOT RELY ON IT FOR FUNCTIONS WHOSE FAILURE COULD CAUSE INJURY.

9. Indemnification

9.1 Spall will defend Customer against third-party claims alleging the Service, as provided by Spall, infringes a patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. If the Service is enjoined, Spall may modify it, replace it, or terminate the affected Order Form with a pro-rata refund. This section does not apply to claims arising from Customer Data, combination with items not supplied by Spall, or use in violation of this Agreement.

9.2 Customer will defend Spall against third-party claims arising from Customer Data or Customer's violation of law in its use of the Service, and will pay resulting damages finally awarded or agreed in settlement.

9.3 The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

10. Limitation of Liability

10.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR PRODUCTION, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A BREACH OF SECTION 2.3 (READ-ONLY COMMITMENT), OR CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

11. Confidentiality

11.1 Each party will protect the other's non-public information disclosed under this Agreement with the same care it uses for its own (and no less than reasonable care), use it only to perform under this Agreement, and disclose it only to personnel and advisors bound by comparable obligations. Customer Data is Customer's confidential information; the Service and its documentation are Spall's.

11.2 Exclusions and compelled disclosure follow the parties' separate mutual NDA if one is in effect; otherwise the customary exclusions (independently developed, publicly available, rightfully received) apply.

12. General

12.1 Governing law; venue. North Carolina law governs, excluding conflicts rules; exclusive venue is the state and federal courts sitting in Mecklenburg County, North Carolina, and each party consents to their jurisdiction.

12.2 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

12.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

12.4 Notices. Written notices go to the addresses on the Order Form; email notice is effective on confirmation of receipt.

12.5 Publicity. Neither party will use the other's name or logo publicly without the other's prior written consent, and a consent covers only the specific use approved.

12.6 Entire agreement. This Agreement and its Order Forms are the entire agreement regarding the Service and supersede prior discussions. Amendments must be in writing and signed. Purchase-order terms have no effect.

Contact

Questions about this Agreement? Email hello@spall.cc.