User License Agreement

TidyOps User License Agreement

IMPORTANT REVIEW NOTICE

This draft has not yet been approved by legal counsel. It is published for transparency and review by customers, integration partners, and app-review teams. It should not be treated as final legal advice or as a substitute for advice from a qualified attorney. TidyOps will retain this notice until professional legal review is complete.

This TidyOps User License Agreement (“License Agreement”) describes the limited rights granted to use the TidyOps software platform, websites, applications, and related software functionality (collectively, the “Software”).

The Software is provided by HCP Automation LLC dba HSP Automation, an Idaho limited liability company (“HSP Automation,” “TidyOps,” “we,” “us,” or “our”).

This License Agreement supplements the TidyOps Terms of Service (“Terms”). The Terms govern subscriptions, billing, Customer Data, privacy, acceptable use, disputes, and the broader TidyOps services. The TidyOps Privacy Policy describes how personal information is handled. If this License Agreement conflicts with the Terms, an applicable order form, or another agreement signed by TidyOps and the Customer, the Terms or signed agreement controls to the extent of the conflict.

By accessing or using the Software, you agree to this License Agreement and the Terms. If you use the Software for a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not access or use the Software.

1. License Grant

Subject to compliance with this License Agreement and the Terms, and payment of applicable fees, TidyOps grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or trial term to access and use the Software for the Customer’s internal business purposes.

The Software is licensed, not sold. No rights are granted except those expressly stated in this License Agreement or the Terms.

2. Authorized Users

The Customer may allow its employees, contractors, managers, administrators, and other individuals it authorizes (“Authorized Users”) to use the Software within the limits of its subscription.

The Customer is responsible for:

Authorizing each user’s access;Assigning appropriate permissions;Protecting account credentials;Removing access when it is no longer needed;All activity under its account; andEach Authorized User’s compliance with this License Agreement and the Terms.

Individual login credentials may not be shared to avoid user or subscription limits. Customer-facing portal users remain governed by the Authorized User treatment stated in the Terms.

3. License Restrictions

Except to the extent a restriction is prohibited by applicable law or TidyOps gives prior written permission, neither the Customer nor an Authorized User may:

Copy, modify, translate, or create derivative works of the Software;Sell, rent, lease, sublicense, distribute, publish, transfer, or commercially exploit the Software;Provide the Software as a service bureau or for the benefit of an unauthorized third party;Reverse engineer, decompile, disassemble, or attempt to discover source code, underlying ideas, algorithms, or non-public APIs;Circumvent security controls or subscription, usage, location, feature, or user limits;Remove or alter proprietary notices;Use automated means to excessively access, scrape, or burden the Software;Probe or test vulnerabilities without written authorization;Use the Software to develop or train a competing product using non-public aspects of the Software;Access the Software unlawfully or in violation of third-party rights; orPermit another person to do any of the above.

These restrictions supplement the acceptable-use requirements in the Terms.

4. Ownership and Reservation of Rights

TidyOps and its licensors retain all rights, title, and interest in and to the Software and related intellectual property, including software, source code, object code, databases, user interfaces, designs, workflows, documentation, graphics, logos, trademarks, content, and technology.

The Customer retains its ownership rights in Customer Data. This License Agreement does not transfer ownership of Customer Data to TidyOps or change the limited right to process Customer Data stated in the Terms.

All rights not expressly granted are reserved by TidyOps and its licensors.

5. Third-Party Services and Components

The Software may interoperate with third-party services or include third-party components. Third-party services are governed by their own terms and privacy policies. Open-source components, if any, are licensed under their applicable open-source licenses, which control for those components if they conflict with this License Agreement.

TidyOps does not guarantee that a third-party service or integration will remain available. The Terms contain additional provisions concerning third-party services and integrations.

6. Updates and Changes

TidyOps may provide patches, updates, upgrades, enhancements, new features, or replacement functionality. Unless separate terms accompany an update, this License Agreement applies to it.

TidyOps may add, modify, replace, or discontinue features for product, security, legal, technical, or third-party-service reasons as described in the Terms. Where reasonably practicable, TidyOps will attempt to provide notice before materially discontinuing core paid functionality.

7. Beta and Preview Features

Beta, preview, experimental, and early-access features may be incomplete, contain errors, change without notice, or be discontinued. They are provided “AS IS” and may not be appropriate for critical business operations. Additional terms may apply when those features are offered.

8. Suspension and Termination

This license begins when the Customer or an Authorized User first accesses the Software and continues during the applicable trial or subscription term.

The license ends automatically when the Customer’s account or applicable subscription expires or terminates. TidyOps may suspend or terminate access on the grounds and through the process described in the Terms, including material breach, unlawful or fraudulent use, security risk, unpaid fees, legal requirements, or discontinuation of the applicable Services.

Upon termination, the Customer and Authorized Users must stop using the Software. Customer Data access, export, retention, and deletion after termination are governed by the Terms and Privacy Policy.

Provisions concerning ownership, restrictions, disclaimers, liability, governing terms, and any provisions that by their nature should survive will survive termination.

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

HSP AUTOMATION AND TIDYOPS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

TIDYOPS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL NEVER BE LOST; THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; OR THAT USE WILL PRODUCE A PARTICULAR BUSINESS OR FINANCIAL RESULT.

Some jurisdictions do not permit certain warranty exclusions, so some exclusions may not apply.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HSP AUTOMATION, TIDYOPS, AND THEIR OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITIES, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS LICENSE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, THIS LICENSE AGREEMENT, AND THE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO TIDYOPS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the Customer used only free Services and paid no fees during that period, aggregate liability will not exceed $100. The exclusions and cap in this section are a single, shared limitation with the corresponding limitations in the Terms, not an additional recovery.

11. Governing Law and Disputes

This License Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue, jurisdiction, informal dispute resolution, arbitration, class-action waiver, jury-trial waiver, and any legally required exceptions are governed by the Terms. Nothing in this License Agreement replaces or expands those provisions.

12. U.S. Government and Export Compliance

The Software is commercial computer software and commercial computer software documentation. Any use by or on behalf of the U.S. Government is subject to the rights and restrictions customarily provided to the public under this License Agreement and the Terms.

You may not access or use the Software in violation of applicable export-control, sanctions, or import laws. You represent that you are not prohibited from receiving the Software under applicable law.

13. Changes to this License Agreement

TidyOps may update this License Agreement to reflect changes to the Software, law, security requirements, subscription offerings, or business practices. When updated, the “Last Updated” or draft date will be revised. Material changes will receive notice, and consent will be obtained, where required by applicable law and as described in the Terms.

14. General Terms

The assignment, force majeure, severability, waiver, entire-agreement, no-third-party-beneficiary, relationship-of-the-parties, and survival provisions in the Terms apply to this License Agreement.

This License Agreement, together with the Terms, Privacy Policy, any applicable Data Processing Addendum, order form, subscription agreement, and other incorporated terms, constitutes the agreement concerning the licensed use of the Software. A signed agreement controls over conflicting online terms to the extent stated in that agreement.

15. Contact Information

Questions about this License Agreement may be directed to:

HCP Automation LLC dba HSP AutomationTidyOpsPO Box 204Meridian, ID 83656United States

Email: info@hspautomation.comWebsite: https://mytidyops.com

For legal notices, please use the subject line:

Legal Notice – TidyOps