End User License Agreement

Effective Date: The date on which LICENSEE completes electronic acceptance ("I Agree" click-wrap or checkout completion).

This End User License Agreement (this "Agreement") is entered into between O and P Advisory Services, LLC ("LICENSOR," "we," or "us") and the business entity accepting these terms ("LICENSEE," "you," or "your"), and governs LICENSEE's access to and use of the FLOWOFKANBAN Material Replenishment Platform (the "Platform"). By accepting this Agreement or accessing the Platform, LICENSEE agrees to be bound by all of its terms.

Section 1 — Definitions

• "Platform" means the FLOWOFKANBAN hosted software-as-a-service application, including all features, modules, interfaces, backend services, and Documentation made available by LICENSOR.
• "Authorized User" means an employee or contractor of LICENSEE working directly on LICENSEE's behalf who is permitted by LICENSEE to access the Platform.
• "Licensee Data" means all business and operational data submitted to the Platform by LICENSEE or its Authorized Users, including parts, locations, kanban loops, kanban cards, move requests, move events, routes, issues, and related records.
• "Licensor Data" means the Platform software, algorithms, sizing logic, rule engines, templates, and all other materials owned or licensed by LICENSOR.
• "Outputs" means the results generated by the Platform based on LICENSEE's inputs, including loop sizing recommendations, pull signals, dispatch suggestions, material flow alerts, and reports.
• "Subscription Term" means the monthly or annual period for which LICENSEE has paid the applicable Fees.
• "Fees" means all amounts payable by LICENSEE for access to the Platform and any add-ons.
• "Professional Advice" means legal, financial, accounting, tax, investment, regulatory, safety, engineering, compliance, or other professional guidance.

Section 2 — Grant of License

2.1 Scope of License

Subject to LICENSEE's full and continued compliance with all terms and conditions of this Agreement, including timely payment of all Fees, LICENSOR hereby grants to LICENSEE a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for LICENSEE's own internal business operations during the Subscription Term. This license does not include any right to access or use the Platform's source code, object code (except as required for authorized browser-based use), underlying algorithms, or any component of the Licensor Data beyond the Outputs generated for LICENSEE.

2.2 Authorized Users

LICENSEE may permit its Authorized Users to access and use the Platform, provided that: (a) each Authorized User agrees to terms no less restrictive than those set forth in this Agreement; (b) LICENSEE ensures that all Authorized Users comply with all applicable terms of this Agreement; and (c) LICENSEE is and remains fully responsible for all acts, omissions, and conduct of all Authorized Users as though such acts, omissions, and conduct were those of LICENSEE itself. LICENSEE shall promptly revoke access for any Authorized User who ceases to be an employee or contractor or who violates any provision of this Agreement.

2.3 Add-On Modules

If LICENSEE purchases one or more add-on modules or capacity expansions, the license granted herein extends to those modules under the same terms and conditions set forth in this Agreement. Each add-on is subject to its own scope of use as described in the applicable order form or checkout confirmation. Access to any add-on is contingent upon LICENSEE maintaining an active, paid base subscription to the Platform. LICENSOR reserves the right to modify, discontinue, or replace any add-on with reasonable prior notice to LICENSEE.

2.4 Reservation of Rights

All rights not expressly granted to LICENSEE in this Agreement are reserved exclusively to LICENSOR. No implied licenses are granted hereunder. Nothing in this Agreement shall be construed to grant LICENSEE any ownership interest in the Platform, the Licensor Data, the Documentation, or any Intellectual Property Rights of LICENSOR. LICENSOR retains the right to modify, update, enhance, or discontinue any feature or component of the Platform at any time, subject to reasonable notice where practicable.

Section 3 — Subscription Plans & Fees

3.1 Plan Types

LICENSOR offers: (a) Monthly Subscriptions, billed once per calendar month on a recurring basis beginning on the Effective Date; and (b) Annual Subscriptions, billed in full at the commencement of each twelve (12)-month Subscription Term. LICENSEE shall select the applicable plan type at checkout. The plan type selected shall govern the billing frequency and renewal terms applicable to LICENSEE's subscription.

3.2 Add-On Fees

Optional add-on modules and capacity expansions are available for separate purchase in addition to the base Platform subscription, on a monthly or annual billing basis as selected by LICENSEE at checkout. Fees for add-ons are in addition to, and independent of, the base subscription Fees, unless otherwise explicitly stated in an applicable order form. Add-on access is contingent upon the continued existence of an active base subscription in good standing.

3.3 Fee Changes

LICENSOR reserves the right to modify the Fees at any time. LICENSOR shall provide LICENSEE with at least thirty (30) days' advance written notice of any Fee changes, which notice may be delivered by email to the address on file or through an in-Platform notification. LICENSEE's continued use of the Platform after the effective date of the Fee change shall constitute acceptance of the revised Fees. If LICENSEE does not agree to the revised Fees, LICENSEE may cancel its subscription in accordance with Section 3.6 prior to the Fee change taking effect.

3.4 Payment Obligations

All Fees are due and payable in advance of the applicable Subscription Term or billing cycle. All Fees paid are non-refundable except as expressly provided in this Agreement or as required by applicable law. LICENSEE authorizes LICENSOR to charge the payment method on file for all applicable Fees, including upon renewal. Failure to pay any Fees when due shall entitle LICENSOR, at its sole discretion and without limiting any other remedies, to suspend or terminate LICENSEE's access to the Platform, with or without advance notice.

3.5 Taxes

All Fees stated are exclusive of any applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments, including sales taxes, value-added taxes (VAT), and goods and services taxes (GST). LICENSEE is solely responsible for the payment of all such taxes associated with LICENSEE's purchase and use of the Platform, excluding only taxes imposed on LICENSOR's net income.

3.6 Auto-Renewal & Cancellation

All subscriptions renew automatically at the end of each Subscription Term unless LICENSEE provides written cancellation notice prior to the applicable renewal date. To cancel a Monthly Subscription, LICENSEE must provide written notice at least five (5) business days before the scheduled monthly renewal date. To cancel an Annual Subscription, LICENSEE must provide written notice at least thirty (30) calendar days before the scheduled annual renewal date. Cancellation notices must be submitted in writing to LICENSOR's designated notice address in Section 13, or through LICENSEE's in-platform account settings using the self-service cancellation feature; either method constitutes valid written notice. Cancellation takes effect at the end of the then-current paid Subscription Term. No refunds or credits are provided for any unused portion of a prepaid Subscription Term.

Section 4 — Platform Positioning

4.1 Nature of the Platform

FLOWOFKANBAN is a material replenishment modeling, signaling, and coordination tool only. The Platform generates Outputs based exclusively on data and parameters that LICENSEE inputs into the Platform. The Platform is a computational and coordination instrument; it does not possess professional expertise, licensure, certification, or judgment, and it does not physically move, inspect, verify, or control material, equipment, or personnel.

4.2 No Professional Advice

Nothing contained in or generated by the Platform, its Outputs, Documentation, or in any communication from LICENSOR constitutes, or is intended to constitute, legal, financial, accounting, tax, investment, regulatory, safety, engineering, industrial-hygiene, compliance, strategic, operational, or any other form of Professional Advice. LICENSOR is not a law firm, accounting firm, engineering firm, safety consultancy, or professional services provider of any kind. No professional relationship is formed between LICENSOR and LICENSEE by virtue of this Agreement or LICENSEE's use of the Platform.

4.3 LICENSEE's Independent Judgment and Responsibility

LICENSEE expressly acknowledges and agrees that: (a) all business and operational decisions made by LICENSEE, whether or not informed by any Output, are made exclusively at LICENSEE's own discretion and risk; (b) LICENSEE has the sole and exclusive obligation to independently verify all Outputs — including loop sizes, pull signals, quantities, and material identity — against actual physical conditions on the floor before acting on them; (c) LICENSEE remains solely responsible for workplace safety, material handling practices, equipment operation, traffic management, quality control, and compliance with all applicable laws, regulations, and standards; and (d) LICENSOR shall have no liability whatsoever for any actions taken or not taken by LICENSEE or any Authorized User in reliance upon any Output.

4.4 No Guarantee of Operational Results

LICENSOR does not warrant or guarantee any particular operational outcome, including without limitation prevention of line stoppages, shortages, starvation events, overstock, scrap, downtime, missed shipments, or cost savings. Material flow outcomes depend on factors outside the Platform's control, including supplier performance, staffing, equipment availability, data accuracy, and LICENSEE's own processes and discipline.

Section 5 — Acceptable Use

LICENSEE shall not, and shall not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform.
• Copy, modify, translate, or create derivative works of the Platform or any Licensor Data.
• Resell, sublicense, rent, lease, time-share, or otherwise make the Platform available to any third party except as expressly permitted herein.
• Access the Platform for the purpose of building a competing or substantially similar product or service.
• Circumvent, disable, or interfere with any security, authentication, authorization, rate-limiting, or tenant-isolation feature of the Platform.
• Attempt to access data belonging to any other tenant, account, or user.
• Upload or transmit malware, malicious code, or any content that infringes the rights of others or violates applicable law.
• Use automated means to scrape, crawl, or extract data from the Platform except through interfaces expressly provided for that purpose.
• Use the Platform in any manner that imposes an unreasonable or disproportionate load on LICENSOR's infrastructure.

Section 6 — Data Rights & Ownership

6.1 Licensee Data

As between the parties, LICENSEE retains all right, title, and ownership interest in and to Licensee Data. LICENSEE grants LICENSOR a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derivative works of Licensee Data solely to the extent necessary to provide, maintain, secure, and support the Platform for LICENSEE.

6.2 Licensor Data

LICENSOR retains all right, title, and interest in and to the Platform, the Licensor Data, all Documentation, and all Intellectual Property Rights therein, including all improvements, enhancements, and derivative works thereof.

6.3 Data Accuracy

LICENSEE is solely responsible for the accuracy, quality, legality, and completeness of all Licensee Data, including part master data, container quantities, demand rates, lead times, safety factors, and location configurations. Outputs are only as reliable as the inputs provided.

6.4 Data Export and Deletion

During the Subscription Term, LICENSEE may export Licensee Data using the export features made available in the Platform. Following termination, LICENSEE may request deletion of Licensee Data at any time, and LICENSOR shall delete such data upon verified request, except where retention is required by applicable law.

6.5 Aggregated Anonymous Data

LICENSOR may collect, use, analyze, and disclose anonymized, aggregated, de-identified technical and usage data derived from use of the Platform, provided that such data cannot reasonably be used to identify LICENSEE, any Authorized User, or any individual, and does not incorporate or reveal any Licensee Data.

6.6 Privacy Policy and DPA

LICENSOR's Privacy Policy is incorporated into this Agreement by reference. For LICENSEEs subject to applicable data protection regulations, the Data Processing Addendum is likewise incorporated by reference and governs LICENSOR's processing of personal data on LICENSEE's behalf.

Section 7 — Confidentiality

Each party may receive confidential information of the other party. The receiving party shall: (a) use the disclosing party's confidential information solely to perform its obligations under this Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, and sub-processors with a need to know who are bound by confidentiality obligations no less protective than those herein. These obligations do not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction, or where disclosure is required by law.

Section 8 — Service Availability & Support

LICENSOR will use commercially reasonable efforts to make the Platform available on a substantially continuous basis, excluding scheduled maintenance, emergency maintenance, and events outside LICENSOR's reasonable control. LICENSOR does not provide an uptime service level agreement or availability credits unless expressly agreed in a separate written order form.

Standard support is provided by email during LICENSOR's business hours. LICENSOR aims to respond to support inquiries within one business day but does not guarantee any specific response or resolution time.

Section 9 — Disclaimer of Warranties

THE PLATFORM, ALL OUTPUTS, AND ALL DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR LICENSEE'S PARTICULAR OPERATIONS.

Section 10 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST PRODUCTION, LINE DOWNTIME, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, SCRAP, EXPEDITED FREIGHT COSTS, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply to the fullest extent permitted by law and shall survive any failure of an essential purpose of any limited remedy.

Section 11 — Indemnification

LICENSEE shall defend, indemnify, and hold harmless LICENSOR and its officers, members, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) LICENSEE's or any Authorized User's use of the Platform or any Output; (b) LICENSEE's breach of this Agreement; (c) Licensee Data, including any claim that it infringes or misappropriates the rights of a third party or violates applicable law; or (d) any operational, safety, quality, employment, or regulatory matter arising in LICENSEE's facility.

Section 12 — Term & Termination

This Agreement commences on the Effective Date and continues for the duration of the Subscription Term and any renewals thereof.

LICENSOR may suspend or terminate this Agreement immediately upon notice if LICENSEE: (a) fails to pay Fees when due; (b) breaches Section 5 (Acceptable Use) or Section 7 (Confidentiality); or (c) materially breaches any other provision and fails to cure within ten (10) days of written notice.

Upon termination or expiration: (a) all licenses granted to LICENSEE immediately terminate; (b) LICENSEE shall cease all access to and use of the Platform; and (c) Licensee Data will remain available for export until the end of the then-current paid Subscription Term, after which it may be deleted. Sections 4, 6, 7, 9, 10, 11, and 13 survive termination.

Section 13 — General Provisions

• Governing Law and Venue — This Agreement is governed by the laws of the State of Michigan, United States, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Michigan.
• Entire Agreement — This Agreement, together with the Privacy Policy, Cookie Policy, Sub-Processor List, and (where applicable) the Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior proposals, representations, and understandings.
• Amendment — LICENSOR may modify this Agreement with at least thirty (30) days' advance notice by email or in-Platform notification. Continued use after the effective date constitutes acceptance.
• Assignment — LICENSEE may not assign this Agreement without LICENSOR's prior written consent. LICENSOR may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Force Majeure — Neither party is liable for delays or failures caused by events beyond its reasonable control, excluding payment obligations.
• Severability and Waiver — If any provision is held unenforceable, the remainder stays in effect. No failure to enforce any provision constitutes a waiver.
• Notices — Legal notices to LICENSOR must be sent to legalflowofkanban@oandpadvisoryservices.com. Notices to LICENSEE may be sent to the email address on file or delivered through an in-Platform notification.
• Independent Contractors — The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.