End User License Agreement

Last updated: May 2025 | This EULA is a legally binding agreement.

This End User License Agreement ("EULA") is a legally binding agreement between you ("End User" or "you") and Marlborough Business Group LLC, a Massachusetts limited liability company with its principal place of business in Shrewsbury, Massachusetts ("Licensor", "we", "us", or "our"). This EULA governs your use of the Kanri Maintenance Suite software platform, including all related applications, features, updates, tools, and documentation (collectively, the "Software").

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SOFTWARE.

1. License Grant

Subject to the terms and conditions of this EULA and your payment of applicable subscription fees, Marlborough Business Group LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your own internal business or personal purposes during the term of your active subscription.

2. Intellectual Property Ownership

The Software and all copies thereof are proprietary to Marlborough Business Group LLC, Shrewsbury, Massachusetts, and title thereto remains exclusively in Marlborough Business Group LLC. All applicable rights in all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in or related to the Software are and will remain the exclusive property of Marlborough Business Group LLC.

This EULA does not convey to you any ownership interest in or to the Software, but only a limited right to use the Software as set forth herein. All rights not expressly granted in this EULA are reserved by Marlborough Business Group LLC.

3. Restrictions — STRICTLY PROHIBITED CONDUCT

You expressly agree that you shall NOT, and shall not permit or enable any third party to:

• Reverse Engineer: Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code of the Software, in whole or in part;
• Clone or Reproduce: Clone, copy, replicate, or reproduce the Software, or any portion thereof, in any form or medium, except as expressly permitted by this EULA;
• Decompile: Decompile, decrypt, or attempt to discover any proprietary algorithms, data structures, or other trade secrets embedded in the Software;
• Create Derivative Works: Modify, translate, adapt, or create derivative works based upon the Software or any portion of the Software's design, architecture, codebase, features, workflows, or user interface;
• Build Competing Products: Use the Software or any information derived from it to design, develop, produce, or market a competing product or service;
• Unauthorized Distribution: Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Software or any rights therein to any third party;
• Remove Proprietary Notices: Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Software;
• Automated Extraction: Use automated scripts, bots, scrapers, or similar tools to extract data, content, or functionality from the Software;
• Security Circumvention: Bypass, disable, or interfere with any security features, access controls, or technical protection measures in the Software;
• Benchmarking: Use the Software for competitive benchmarking or analysis for the purpose of developing a competing product.

4. Intelligent Features and Outputs

The Software includes intelligent features that generate content, recommendations, and analyses ("Outputs"). Outputs are provided for informational purposes only. You acknowledge that:

• Outputs may contain errors or inaccuracies;
• Outputs do not constitute professional engineering, safety, or technical advice;
• All related intellectual property, models, and systems within the Software are the exclusive property of Marlborough Business Group LLC;
• You may not use Outputs to train or fine-tune competing machine learning models.

5. Updates and Modifications

Marlborough Business Group LLC may from time to time, in its sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete features. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features.

6. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MARLBOROUGH BUSINESS GROUP LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MARLBOROUGH BUSINESS GROUP LLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARLBOROUGH BUSINESS GROUP LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE.

IN NO EVENT SHALL MARLBOROUGH BUSINESS GROUP LLC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY U.S. DOLLARS ($50.00) OR THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE PAST TWELVE (12) MONTHS, WHICHEVER IS GREATER.

8. Remedies for Breach

You acknowledge that any breach of Sections 2 or 3 of this EULA would cause Marlborough Business Group LLC irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or equity, Marlborough Business Group LLC shall be entitled to seek immediate injunctive relief without the requirement to post bond in any court of competent jurisdiction.

9. Term and Termination

This EULA is effective from the date you first access the Software and continues until terminated. Your rights under this EULA will terminate automatically and without notice if you fail to comply with any term of this EULA. Upon termination, you must cease all use of the Software and destroy all copies in your possession. Sections 2, 3, 6, 7, 8, and 10 shall survive termination.

10. Governing Law

This EULA shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision. Any legal action or proceeding arising under this EULA shall be brought exclusively in courts located in Worcester County, Massachusetts.

11. Entire Agreement

This EULA, together with the Terms of Service, constitute the entire agreement between you and Marlborough Business Group LLC with respect to the Software and supersede all prior agreements, representations, and understandings of any kind.

12. Contact