Apprentice Terms of Service for Pilot Subscriptions

These Apprentice Terms of Service, including any policies or agreements which are incorporated herein, govern Customer’s use of the Software accessed through Pilot Subscriptions. Capitalized terms have the definitions set forth below.

Customer accepts and agrees to these Terms of Service by clicking a box indicating acceptance or using the Software. If the individual accepting these Terms of Service is accepting on behalf of a business entity or other legal entity, such individual represents that he or she has the authority to bind such business entity or other legal entity and its Affiliates to these Terms of Service, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting these Terms of Service does not have such authority, or does not agree with the terms and conditions, such individual must not accept these Terms of Service and may not use the Software.

1. Definitions

1.1 “Affiliate” means any entity Controlled by, Controlling, or under common Control with a party to the Agreement. As used in this definition, “Control” means either the direct or indirect control of more than 50% of the shares or other equity interests of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election or appointment of the corresponding managing authority).

1.2 “Agreement” means these Apprentice Terms of Service and any policies or agreements which are incorporated herein.

1.3 “Confidential Information” has the meaning set forth in Section 5.

1.4 “Customer Data” means any and all information entered or uploaded to the Software by or on behalf of Customer or an Affiliate.

1.5 “Force Majeure Event” has the meaning set forth in Section 15.

1.6 “Pilot Period” means thelength of time the Pilot Subscription remains in effect.

1.7 “Pilot Subscription” means a free subscription of the Software (which may be modified and/or limited during the Pilot Period) so that the Customer may determine whether to purchase a subscription to Apprentice’s commercially available software.

1.8 “Software” means Apprentice’s software-as-a-service manufacturingexecution system (MES) application.

1.9 “Users” means employees or contractors of Customer who areauthorized to access the Software using a user identifier and password providedto Customer by Apprentice or set up by Customer.

2. Term and Termination

2.1 Pilot Period and Termination of Pilot Subscription. The Pilot Period will begin on the date that Customer accepts the offer for the Pilot Subscription, and, unless terminated earlier in accordance with Section 2.2, will expire after 30 days.

2.2 Right to Terminate. Either party may terminate the Agreement at any time at will and without prior notice, including but not limited to termination due to material breaches of the Agreement by either party.

2.3 Limit of One (1) Pilot Subscription. Customer is only permitted one (1) Pilot Subscription. Any attempt to use or redeem more than one (1) Pilot Subscription shall be considered a material breach of this Agreement, entitling Apprentice to suspend or cancel the Pilot Subscription.

3. Software Usage Rights

3.1 General Rights. Subject to Customer’s compliance with the terms and conditions contained in the Agreement, Apprentice grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software during the Pilot Period solely for Customer’s internal business purposes. The Software shall be made available to Customer as a service. Apprentice will host and retain physical control over the Software and make the Software available through the Internet for access, use and operation by Customer through a web-browser. Customer agrees that, as a condition of the Pilot Subscription, only the User who owns or controls the email used to sign up for the Pilot Subscription may utilize the Software.

3.2 General Restrictions. Customer and its designated User of the Software during the Pilot Subscription shall not, directly or indirectly: (a) act as a reseller or distributor of, or a service bureau for the Software, or otherwise use, exploit, make available or encumber any of the Software to or for the benefit of any third party; (b) use or demonstrate the Software in any way that is in competition with Apprentice; (c) reverse engineer, disassemble or decompile the Software, or attempt to derive the source code or underlying ideas or algorithms of any part of the Software; (d) remove any notice of proprietary rights from the Software; (e) copy, modify, translate or otherwise create derivative works of any part of the Software; (f) use the Software in a manner that interferes or attempt to interfere with the proper working of the Software, or any activities conducted in connection with the Software, including bypassing or attempting to bypass any privacy settings or measures used to prevent or restrict access to the Software; (g) use manual or automated software, devices, robot, spider, or other processes to “crawl” or “spider” or to retrieve, index, “scrape”, “data mine” or in any way gather information, content or other materials from the Software in an unauthorized manner or reproduce or circumvent the navigational structure or presentation of the Software; (h) use the Software in a manner which interferes with or disrupts their integrity or performance; (i) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information forming a part of the Software in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; (j) use the Software to share or store inappropriate materials, including (i) materials containing viruses or other harmful or malicious code; (ii) copyrighted materials to which Customer does not have sufficient rights; or (iii) other materials prohibited by applicable international, federal, state, or local laws and regulations; or (k) use the Software for any purpose other than Customer’s internal business purposes. Customer further agrees that only the User who owns or controls the email used to sign up for the Pilot Subscription may utilize the Software. Allowing more than one User to utilize the Software as part of the Pilot Subscription shall constitute a material breach of the Agreement by Customer. Any breach of the Agreement by Customer or a User shall be deemed to be a breach by Customer, and Customer is liable for such breaches.

3.3 Customer Obligations. Customer shall use commercially reasonable efforts to safeguard User’s access credentials and prevent unauthorized access to, or use of, the Software, and notify Apprentice promptly of any unauthorized use of any access credentials, any other known or suspected breach of security, or any such unauthorized use of the Software known to Customer. Customer will be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, software, and Internet connectivity required by Customer or any User to access the Software from the Internet.

4. Pilot Subscription.

Customer is receiving a subscription to the Software as part of a Pilot Subscription. The Pilot Period for the Software subject to the Pilot Subscription is the period noted in Section 2.1. Pilot Subscriptions are permitted solely for Customer’s use to determine whether to purchase a subscription to Apprentice’s commercially available software and may have limited functionality and features. Customer may only permit one User, the owner or controller of the email used to sign up for the Pilot Subscription, to utilize the Software for the duration of the Pilot Period. Customer’s right to access and use the Pilot Subscription will terminate at the end of the Pilot Period unless Customer elects to purchase the same software-as-a-service application under a separate order form with Apprentice. Notwithstanding anything to the contrary in the Agreement, Apprentice makes no warranty regarding the Pilot Subscription, which is provided “as is” and “as available”. Further, any Customer Data in the Software will be permanently lost at the end of the Pilot Period.

5. Confidential Information.

Each party agrees: (i) that it will use reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other party’s Confidential Information to any person or entity, unless authorized by the other party; and (ii) that it will not use Confidential Information of the other party for any purpose other than as authorized by the Agreement or by the other party. Without restricting or otherwise limiting the exercise by a party of the rights and licenses expressly granted to it under this Agreement, Confidential Information may be disclosed to only such employees and agents of the receiving party on a need-to-know basis; provided in each case that such employees and agents are bound by a written agreement respecting such Confidential Information at least as protective as the terms of this section. As to Apprentice, the term “Confidential Information” includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, the features and functions of the Software that are not available to the general public via the public internet (including screen shots of the same), future product plans, audit, performance and security test results (whether performed by Apprentice or Customer), and any other proprietary, financial or business information supplied to Customer by Apprentice. As to Customer, the term “Confidential Information” includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, login credentials for accessing the Software, Customer Data (including personally identifiable data), and any other proprietary, financial or business information supplied to Apprentice by Customer. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) is known to the receiving party prior to receipt from the disclosing party from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes known (independently of disclosure by the disclosing party) to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (iv) is independently developed by the receiving party without use of or reference to any Confidential Information. Notwithstanding the foregoing, it shall not be a breach of the Agreement to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of the Agreement; provided, however, that to the extent permissible, each party shall, in advance of any such disclosure promptly notify the other party in order to enable the other party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.

6. Ownership

Customer shall retain all right, title and interest to all Customer Data and Customer Confidential Information. Apprentice shall retain all right, title and interest in and to (i) the Software, all modifications and/or enhancements to the Software (regardless of the source of inspiration for any such enhancement or modification and regardless of whether Customer has provided input regarding such modifications and/or enhancements), and all inventions or discoveries embodied within the Software, (ii) Apprentice’s proprietary education or training content, and (iii) materials related to Apprentice’s professional services processes and methodologies. Notwithstanding any other term of the Agreement, Apprentice has the right to collect, use and analyze any deidentified information derived from Customer’s use of the Software (collectively, the “De-identified Data”) for Apprentice’s lawful business purposes, including to improve and enhance the Software, and for other development, diagnostic, and corrective purposes in connection with the Software and any other Apprentice offerings. Apprentice may disclose De-identified Data solely in aggregate form in connection with its business. Apprentice reserves to itself all rights that are not expressly granted pursuant to the Agreement.

7. DISCLAIMER OF WARRANTY

THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, APPRENTICE DISCLAIMS AND EXCLUDES ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COLLATERALLY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. APPRENTICE DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR BE UNINTERRUPTED.

8. Indemnification

Customer agrees to release, indemnify, defend and hold harmless Apprentice and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of Customer’s and its Affiliates use of the Software.

9. Limitation of Liability

IN NO EVENT WILL APPRENTICE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY LOSS OF REVENUE, PROFITS, DATA OR DATA USE ARISING OUT OF THE AGREEMENT. APPRENTICE’S MAXIMUM LIABILITY IN CONNECTION WITH THE AGREEMENT, ON THE BASIS OF ANY THEORY OF LIABILITY OR CAUSE OF ACTION, SHALL BE LIMITED TO $5,000. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY (A) TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND (B) TO THE INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 8 AND 18.

10. Governing Law

The Agreement shall be interpreted and construed in accordance with the laws of the State of New Jersey without regard to its conflict of laws provisions. Either party may seek emergency equitable relief at any time. You agree that this Agreement shall be deemed to have been negotiated, entered into, executed and performed for all purposes within the United States of America.

11. Compliance with Laws; No Legal Advice.

Customer agrees that it will not use the Software for any purposes prohibited by United States federal or state laws. Apprentice does not provide Customer with legal advice regarding compliance with laws, rules or regulations in the jurisdictions in which Customer uses the Software, including those related to data privacy, or medical, pharmaceutical or health related data. Customer acknowledges that the Software may be used in ways that do and do not comply with such laws, rules or regulations and it is Customer’s sole responsibility to monitor its compliance with all such relevant laws, rules or regulations. Customer acknowledges and agrees that not all features, functions and capabilities of the Software may be used in all jurisdictions, and Customer recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local law. Customer is responsible for such Customer-specific use decisions and Apprentice disclaims all liability for such decisions.

12. Waiver, Entire Agreement and Amendments, Representations, Severability and Purchase Orders.

The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of the Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of either party to enforce such provision thereafter. The Agreement encompasses the entire agreement between Customer and Apprentice with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. Customer acknowledges and agrees that in entering into the Agreement it does not rely on any statement, representation (whether innocent or negligent) assurance or warranty (whether or not in writing) of Apprentice, or any other person (whether or not party to the Agreement) other than as expressly set out in the Agreement. Customer specifically agrees that it has not relied upon the future availability of any software, products, services, programs, modifications, enhancements or updates in entering into the Agreement. If any provision, or portion thereof, of the Agreement is or becomes invalid under any applicable statute or rule of law, it is to be deemed stricken and the rest of the Agreement shall remain in full force and effect.

13. Assignment.

Customer may not transfer or assign the Agreement, including by merger or operation of law, without Apprentice’s prior written consent.

14. Survival.

The provisions of the Agreement that are intended to survive termination or expiration of the Agreement in order to achieve the fundamental purposes of the Agreement shall so survive, including, without limitation, the provisions regarding confidentiality, disclaimer of warranties, and limitation of liability.

15. Force Majeure.

Apprentice shall not be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, flood, wind, storm, lightening, or similar act of God, or by embargo, acts of sabotage, terrorism, riot or civil unrest, internet outages, or mandatory compliance with any governmental act, regulation or request (each a “Force Majeure Event”).

16. Contact Apprentice.

If Customer has any questions about this Agreement, please contact Apprentice using the form at https://www.apprentice.io/contact-us, or at the following address: Apprentice FS, Inc., 101 Hudson Street, Jersey City, NJ 07302, telephone 201-630-7652.

17. No Third-Party Beneficiaries.

There are no third-party beneficiaries to the Agreement.

18. Customer’s Use of Third Party Licensed Data.

To the extent Customer stores data in the Software that has been purchased or licensed from third parties, Customer is responsible for ensuring its use, processing, reporting against, combination, comingling and manipulation of such data is in compliance with its agreements with the data provider. To the extent permitted by law, Customer will, indemnify and hold Apprentice harmless against any claims by such third-party data providers arising from Customer’s use of such third-party data in the Software.

Last Updated:

These Terms of Service were last updated on September 20, 2024. They are effective between Customer, Users and Apprentice as of the date of the parties’ acceptance (the “Effective Date”). Apprentice, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Apprentice website. Customer acknowledges and agrees that (a) Apprentice may notify Customer of such changes or modifications by posting them to the Apprentice website and (ii) Customer’s use of the Software after such changes or modifications have been made (as indicated by the “Last Updated” date above) shall constitute Customer’s acceptance of this Agreement as last revised. If Customer does not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Software. In addition, Apprentice may occasionally notify Customer of changes or modifications to this Agreement by email. It is therefore very important that Customer keep its account information, including email address, current. Apprentice assumes no liability or responsibility for Customer’s failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

Lease. Subject to the terms and conditions of the Agreement, Apprentice hereby leases to Customer, and Customer hereby leases from Apprentice, the Devices identified in the applicable order form for the subscription term. Devices are the property of Apprentice.
Delivery. Shipping terms are FOB Origin, Apprentice’s place of business. Risk of loss of the Devices will pass from Apprentice to Customer when Apprentice makes the Devices available to a shipping carrier selected by Apprentice or Customer (with the consent of the other party). Delivery will be deemed made upon transfer of possession to the carrier. Apprentice will have no obligation to deliver the Devices until the applicable fees have been paid.
Customer Obligations. Customer may use the Devices solely with the Software and in compliance with the Agreement and the Documentation. The Devices may only be used for Customer’s internal business purposes. Customer will only use the Devices in a careful and proper manner for which they are intended and described in the Documentation. Customer will, at Customer’s sole expense, keep and maintain the Devices clean and in good working order and repair during the subscription term in accordance with the Documentation. If any Device is lost, stolen, or damaged, Customer will pay Apprentice the replacement cost of such Device.
Device Management.
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(a)The IT administration and management of Devices will be conducted by Apprentice according to standards described in Apprentice’s Quality Management System (QMS) and Information Security Management System (ISMS).
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(b) Devices will be replaced at no cost to Customer if (a) there is a catastrophic Device failure resulting in inability for Customer to use such Device or (b) Apprentice determines that the Device needs to be rotated, as communicated to Customer with reasonable advance notice. Devices will be replaced at Customer’s cost due to non-normal wear and tear, including, but not limited to, drops, environmental impact or any unplanned replacement request. Replacement Devices will be procured, configured and shipped ready for use by Customer.
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(c) Notwithstanding the foregoing, future product versions and releases may require adjustment to Device management, Device make and model, and operator interface hardware by Apprentice without prior notice to Customer.
Device Return. Customer will promptly return the Devices to Apprentice upon the first to occur of (i) Apprentice’s written request and (ii) upon any termination or expiration of the Agreement.