Terms and Conditions for Reliabilityweb Subscription and Membership

These terms and conditions govern the subscription(s) (“Subscription(s)”) and membership(s) (“Membership(s)”) set forth on the applicable order form (“Order Form”) provided by NetexpressUSA Inc. d/b/a Reliabilityweb.com on behalf of itself and its affiliates (“ReliabilityWeb”) to an individual who has authority to act for the customer (hereinafter referred to as “you” or “Customer”). These terms and conditions and the Order Form are collectively referred to as this “Agreement”. This Agreement is not effective until the Order Form is signed by an authorized representative of Customer or properly acknowledged via website subscription. Execution by Customer may take the form of an electronic signature, which shall be considered binding as if it were signed by hand. In the event of a conflict betweenthe Order Form and these terms and conditions, the terms of the Order Form shall apply.

1. Subscriptions and Memberships. Each Subscription and Membership as applicable will be provided to Customer
under the terms set forth in the Order Form. Subject to the terms and conditions of this Agreement, Reliabilityweb
grants to Customer, during the term designated on the applicable Order Form, a limited, non-exclusive and
nontransferable right for it and its Authorized Users to use the subscription and/or membership materials designated
on the Order Form and the accompanying documentation (collectively, “Materials”) internally for Customer’s
Reliability Excellence initiative. Further, Reliabilityweb may provide links to certain videos of conference presentations
(“Presentations”). Such Presentations are Materials under this Agreement. You may post the Presentations on your
internal intranet; provided that this right only applies to the Presentations and not to any other Materials provided to
you. The Materials will be provided in the English language only unless otherwise provided in the Order Form.
“Authorized Users” means Customer’s employees and contractors permitted to use the Materials subject to the
requirements and usage limitations of this Agreement. No Materials will be accessible if Customer “opts out” of email
subscription.

2. Ownership. Notwithstanding anything to the contrary, except for the limited usage rights expressly provided in this
Agreement, Reliabilityweb has and will retain all right, title and interest in and to the Materials, and all copies,
modifications and derivative works thereof. Customer acknowledges that it is obtaining only a limited right to use the
Materials and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder no ownership rights
are being conveyed to Customer under this Agreement or otherwise.

3. Restrictions. Except as otherwise expressly permitted in this Agreement, Customer shall not itself, or through any
parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, distribute or otherwise transfer in whole or in
part, any Materials to a third party; (b) allow access or permit use of the Materials by any third party except
Authorized Users; provided that Customer shall be liable for all acts and omissions of such Authorized Users; (c)
modify or create derivative works based upon the Materials; (d) provide trainers, training sessions, or conduct training
classes, seminars, or workshops with Materials to any third party; or (e) change any proprietary rights notices which
appear in the Materials. Further, during the term of this Agreement and for a period of two (2) years thereafter,
Customer agrees that it will not create any materials or systems which could directly or indirectly compete with the
licensing and use of the Materials.

4. Warranties and Disclaimer. Reliabilityweb represents and warrants that for a period of thirty (30) days after the
effective date of the applicable Subscription or Membership, the Materials will substantially conform to their
accompanying documentation. In the event of a breach of the foregoing warranty, Reliabilityweb shall, as its sole
obligation and Customer’s sole remedy, correct the Materials; provided that this remedy is only available if
Reliabilityweb receives notice of such breach within thirty (30) days of the effective date of the Order Form. EXCEPT
FOR THE WARRANTIES IN THIS SECTION 4, THE MATERIALS AND ACCOMPANYING DOCUMENTATION ARE
PROVIDED “AS-IS” AND RELIABILITYWEB AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE AND ANY
IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR
USAGE OF TRADE.

5. Limitation of Liability. IN NO EVENT WILL RELIABILITYWEB OR ITS SUPPLIERS BE LIABLE UNDER THIS
AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR
INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL RELIABILITYWEB’S
CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE
AMOUNT PAID TO RELIABILITYWEB BY CUSTOMER FOR THE RELEVANT SUBSCRIPTION OR MEMBERSHIP
DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. IN NO EVENT WILL
RELIABILITYWEB’S SUPPLIERS HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS
AGREEMENT. THE PROVISIONS OF THIS SECTION 5 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER, RELIABILITYWEB AND RELIABILITYWEB’S SUPPLIERS. THE FOREGOING
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

6. Indemnity. Each party will indemnify, defend and hold harmless the other party from and against all claims arising
out of or alleged to have arisen out of: (a) the gross negligence or willful misconduct of such party, its employees or
agents; or (b) bodily injury or death of any person or damage or destruction to any real or tangible personal property
resulting from the negligent performance of such party's obligations under this Agreement.

7. Term and Termination. This Agreement shall commence on the date that Customer signs the Order Form and will
continue until terminated as set forth in this Agreement (“Term”). Either party may terminate this Agreement upon
notice to the other party in the event that the other party breaches this Agreement and does not cure such breach
within thirty (30) days of written notice. Each Subscription or Membership as applicable shall begin on the date
Customer purchases the Subscription or Membership by entering into an applicable Order Form and shall continue
during the time Customer has paid the initial Subscription or Membership fees set forth on the Order Form (“Initial
Term”), unless terminated earlier in accordance with this Section 7. Subscriptions and Memberships shall
automatically renew at Reliabilityweb’s then-current rates for additional terms of one (1) year each (each a “Renewal
Term”) unless either party gives the other party written notice of its intent not to renew at least thirty (30) days prior to
the end of the then-current term. Upon the termination of this Agreement or the expiration or termination of the
underlying Subscription or Membership: (a) all rights to use the Materials granted in this Agreement automatically
terminate, (b) Customer shall promptly remove any Presentations from its intranet; and (c) Customer shall either: (i)
return all Materials to Reliabilityweb, or (ii) destroy all Materials and provide Reliabilityweb written certification that
such destruction has taken place. Sections 2-10 shall survive expiration or termination of this Agreement. No refunds
are available for early termination. During the Term and for two (2) years following termination or expiration (but no
more than once in a calendar year), Reliabilityweb and its auditors may inspect Customer’s records relating to its
reproduction and use of the Materials for the purposes of verifying Customer’s compliance with this Agreement.
Customer shall cooperate fully with Reliabilityweb and its auditors in conducting audits and provide reasonable
assistance. If an underpayment is discovered, Customer shall promptly pay such amount. If an underpayment of
more than ten percent (10%) for the period audited is discovered, Customer shall promptly reimburse Reliabilityweb
for the cost of the audit.

8. Confidentiality. For a period of five (5) years from the date of disclosure of the applicable Confidential Information,
the receiving party (“Receiving Party”) shall (i) hold the Confidential Information of the disclosing party (“Disclosing
Party”) in trust and confidence and avoid the disclosure or release of such Confidential Information to any other
person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination
of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the
Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under
this Agreement; provided that, to the extent the Confidential Information constitutes a trade secret under law, the
Receiving Party agrees to protect such information for so long as it qualifies as a trade secret under applicable law.
The Receiving Party shall disclose the Confidential Information of the Disclosing Party only to those of its employees
and contractors having a need to know such Confidential Information and shall be liable for all violations of this
Section 8 by its employees and contractors. The obligations under this Section shall not apply to information that the
Disclosing Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to
confidentiality, (b) at the time of disclosure is generally available to the public or after disclosure becomes generally
available to the public through no breach of this Agreement or other wrongful act by the Receiving Party, (c) has been
received from a third party without restriction on disclosure and without breach of this Agreement by the Receiving
Party, or (d) is independently developed by the Receiving Party without regard to the Confidential Information. In
addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of
governmental entities that have jurisdiction over it, provided that the Receiving Party gives the Disclosing Party
prompt written notice if legally permitted to do so. Notwithstanding anything to the contrary, Customer acknowledges
and agrees that Reliabilityweb, its employees and agents shall be free to use and employ their general skills, know-
how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods,
techniques or skills gained or learned during the course of any Subscriptions and Memberships provided under this
Agreement.

9. Payment. Unless set forth in the applicable Order Form, fees shall be: (i) invoiced in full upon the effective date of
the applicable Order Form, (ii) paid in US dollars, and (iii) paid within thirty (30) days of the date of the invoice. Except
as provided in this Agreement, all payments are nonrefundable and shall be made without right of set-off or
chargeback. If Customer does not pay the invoices when due, Reliabilityweb may charge interest at one percent (1%)
per month on the unpaid balance. If Customer fails to pay fees in accordance with this Section, Reliabilityweb may
suspend fulfilling its obligations under this Agreement until such payment is received by Reliabilityweb. All fees payable by Customer are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes,
sales and transaction taxes, and gross receipts taxes. Each party will be responsible, as required under applicable
law, for identifying and paying all taxes and other governmental fees and that are imposed on that party with respect
to the payments under this Agreement. If any taxes are required to be withheld on any payment, Customer will pay
such additional amounts as are necessary so that the net amount received by Reliabilityweb is equal to the amount
then due and payable under this Agreement.

10. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject
matter of this Agreement which does not include the use of the Materials in violation of the terms of this Agreement.
No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and
signed by both parties. Purchase orders shall be for the sole purpose of defining quantities, prices and describing the
Subscriptions and Memberships to be provided under this Agreement and to this extent only are incorporated as a
part of this Agreement and all other terms in purchase orders are rejected. This Agreement supersedes all prior or
contemporaneous discussions, proposals and agreements between the parties relating to the subject matter of this
Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions shall
remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the
intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. No
waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement.
Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable
control (excluding payment of monies due). Unless otherwise specifically stated, the terms of this Agreement are
intended to be and are solely for the benefit of Reliabilityweb and Customer and do not create any right in favor of
any third party. The laws of the State of Nebraska will govern this Agreement. In the event of a dispute arising out of
or related to this Agreement, each party will give the other prompt notice of the dispute, and both will meet promptly
for good faith discussions to try to resolve the matter. If that fails, such dispute will be resolved by final and binding
arbitration before a sole arbitrator, who is an attorney, and will be administered by the American Arbitration
Association under its then-current Commercial Arbitration Rules. The decision and award of the arbitrator will be final
and binding, and the award rendered may be entered in a court of competent jurisdiction located in Douglas County,
Nebraska. The arbitration will be held in Douglas County, Nebraska. The arbitrator must enforce the terms of this
Agreement and will have no authority to award any damages in conflict with or in excess of the limitations and
exclusions set forth in this Agreement. All notices must be in writing and shall be effective three (3) days after the
date sent to the other party’s headquarters, Attention Legal Department. Neither party may hire, or directly or
indirectly solicit or employ, any employee or contractor of the other party during the term of this Agreement and for
two (2) years after the termination of this Agreement; provided, however, that nothing contained herein will prevent a
party from hiring any such employee or contractor who responds to a general hiring program conducted in the
ordinary course of business or who approaches such party on a wholly unsolicited basis.

Updated: January 2024