SlatOS Subscription Agreement

Ordering online? Your order details and our order confirmation take the place of this form (section 1.5).

Order Form

This Order Form is part of the SlatOS Subscription Agreement between Tessellink, Corp. and the Customer named below. By signing below, both parties agree to this Order Form and to the Agreement terms that follow. A Customer who orders online uses an online order instead of this page (Section 1.5).

Parties

Plan and fees

Prices are in US dollars and do not include taxes.

Equipment

SlatTech units delivered on: ____________

Commitment and payment

Minimum Term: 3 months from the Go-Live Date, then month to month (or yearly, on yearly billing). Notice to cancel: 30 days, in writing.

Unless Customer pays by invoice, Customer authorizes Tessellink, through its payment processor Stripe, to charge the payment method Customer provides for all fees under this Agreement, including any remaining Minimum Term fees under Section 3.6, unit charges and applicable taxes.

Signatures

Each signer confirms they are authorized to sign for the party named. The Effective Date is the date of the last signature below. Customer has read the Agreement terms, including Sections 25 to 28 (disclaimers, indemnification, limits on liability, the jury waiver and the time limit for claims).

Agreement Terms

This SlatOS Subscription Agreement (the "Agreement") is between Tessellink, Corp., an Indiana corporation, with an address at 1718 Capitol Avenue, Cheyenne, WY 82001 ("Tessellink," "we," "us"), and the Customer named in the Order Form ("Customer," "you"). The Agreement consists of the Order Form, these terms, and Exhibits A and B.

Important Safety Notice

SlatOS and SlatTech record and report information about slatmill sessions. Customer acknowledges that SlatOS and SlatTech:

• do not control, start, stop or otherwise operate a slatmill;
• are not veterinary, medical, diagnostic, safety or animal-welfare monitoring systems;
• are not a substitute for direct supervision, professional judgment or veterinary advice; and
• must not be relied on to decide whether a dog should begin, continue or stop exercising.

1. Definitions

1.1 "Customer Data" means information submitted by or for Customer through the Service, including information about Customer's clients, dogs, sessions, bookings, payment records and business operations.

1.2 "Effective Date" means the date of the last signature on a signed Order Form, or, for an online order, the date Customer accepts this Agreement online.

1.3 "Go-Live Date" has the meaning in Section 3.2.

1.4 "Minimum Term" means the first 3 months after the Go-Live Date.

1.5 "Order Form" means either (a) the order form at the front of this Agreement, as completed and signed by both parties, or (b) an online order: the plan, billing period, prices, number of slatmills and target Go-Live Date shown to Customer when it accepts this Agreement online (for example on a Stripe checkout page), together with Tessellink's written order confirmation. If the two differ, Tessellink's written order confirmation controls.

1.6 "Service" means SlatOS, SlatTech, related firmware, documentation, onboarding and support provided under this Agreement.

1.7 "SlatOS" means Tessellink's web-based software for running a dog fitness business, including scheduling, bookings, client and dog records, session reports, messaging and related features, as made available from time to time.

1.8 "SlatTech" or "unit" means Tessellink's connected sensor unit that attaches to a slatmill and records session information such as speed, distance, duration, ambient temperature and humidity, together with its cables and mounting parts.

1.9 "Subprocessor" means a third party that processes Customer Data for Tessellink to provide the Service.

1.10 "Business day" means Monday to Friday, excluding United States federal holidays.

1.11 "Term" means the period from the Effective Date until this Agreement ends.

2. The Service

2.1 Provision. During the term, Tessellink will make the Service available to Customer under this Agreement.

2.2 Changes. Tessellink may improve, change or replace features of the Service. Tessellink will not materially reduce the core functionality of the Service (scheduling, bookings, client and dog records, session recording from SlatTech, and session reports) during a paid billing period without at least 30 days' notice. If Tessellink does so, Customer may terminate by notice before the change takes effect and receive a refund of prepaid fees for the period after termination.

2.3 Availability. Tessellink will use reasonable efforts to keep the Service available and to give notice of planned maintenance, but does not guarantee uninterrupted service or a specific restoration time.

3. Term, Minimum Term and Renewal

3.1 Start. This Agreement starts on the Effective Date. Billing starts on the Go-Live Date.

3.2 Go-Live Date. The Go-Live Date is the date Tessellink confirms that Customer's account is set up, the SlatTech units are installed under Exhibit A, and Customer may begin using the Service with its clients. If Customer has not completed Exhibit A within 30 days after the SlatTech units are delivered, the Go-Live Date is the 30th day after delivery. The delivery date is the date shown by the carrier's tracking, or recorded in the Order Form. For a Customer already using the Service under an earlier Tessellink agreement when it signs, the Go-Live Date is the date stated in the Order Form, and Customer completes Exhibit A by signing it.

3.3 Minimum Term. Customer commits to the Minimum Term.

3.4 Monthly billing. After the Minimum Term, a monthly subscription continues from month to month until cancelled under Section 24.1.

3.5 Yearly billing. A yearly subscription runs for 12 months from the Go-Live Date and renews for further 12-month periods unless cancelled under Section 24.1. Tessellink will email Customer a reminder at least 30 days before each yearly renewal.

3.6 Leaving during the Minimum Term. Customer may give notice at any time. If Customer stops using the Service, fails to pay, or ends this Agreement before the Minimum Term ends (or, on a yearly plan, before the end of the current yearly period), other than under Section 2.2, 24.3 or 24.4, the fees for the rest of the Minimum Term, or of that yearly period, remain due and, at Tessellink's option, may be charged to Customer's payment method on file, or invoiced, in a single payment.

4. Fees and Payment

4.1 Fees. Customer will pay the fees in the Order Form.

4.2 Payment. Fees are billed in advance, monthly or yearly, starting on the Go-Live Date. Unless the Order Form says Customer pays by invoice, fees are charged automatically to the payment method Customer provides through Tessellink's payment processor, Stripe, and Customer will keep a valid payment method on file. If the Order Form says Customer pays by invoice, Tessellink will email each invoice in advance and it is due within 15 days. By saving a payment method through Stripe, Customer authorizes Tessellink to charge it for all fees under this Agreement, including any remaining fees under Section 3.6, unit charges and applicable taxes.

4.3 Additional slatmills. Each slatmill covered beyond the 2 included costs $30 per month, or $300 per year on yearly billing. Additions take effect from the next billing date, or from the date of use under Section 6.4.

4.4 One-time charges. Router kits and unit charges are billed when they arise and are due within 15 days.

4.5 Failed payment. If a charge fails or an invoice is not paid when due, Tessellink will notify Customer. If it is not paid within 7 days after that notice, Tessellink may, subject to Section 22.3, suspend the Service until it is paid.

4.6 Late payment. Overdue amounts bear simple interest at 18% per year (1.5% per month), or the maximum rate allowed by law if less. Customer will reimburse Tessellink's reasonable costs of collection, including reasonable attorneys' fees. Disputing a valid charge with a card issuer is a material breach.

4.7 Taxes. Fees do not include taxes. If Tessellink is required to collect sales, use, goods and services or similar taxes, they will be added to Customer's invoice. If Tessellink does not collect a tax that applies to Customer's purchase, Customer is responsible for reporting and paying it. Customer is not responsible for taxes on Tessellink's income.

4.8 No refunds. Fees are non-refundable, including for unused months of a yearly subscription, except as stated in Sections 2.2, 24.3, 24.4 and 26.3, or as required by law.

4.9 Price changes. After the first 12 months, Tessellink may change fees with at least 30 days' written notice, effective from the next billing or renewal date.

5. Introductory Rates

5.1 Rate period. A Founding or other introductory rate in the Order Form applies for the first 12 months after the Go-Live Date. After that, the after-12-months rate in the Order Form applies.

5.2 Continuous subscription. An introductory rate applies only while Customer's subscription remains active and has not been terminated. If the subscription ends, the rate ends and is not restored if Customer subscribes again.

5.3 Not transferable. An introductory rate is personal to Customer and cannot be transferred to another business or location without Tessellink's written consent.

6. License and Users

6.1 License. Subject to this Agreement and payment of fees, Tessellink grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the term to use the Service for Customer's own dog fitness business, with the slatmills covered in the Order Form.

6.2 Users. Customer may give access to its owners, employees and contractors who work in its business, and to its own clients through the client-facing parts of SlatOS. Customer is responsible for its users, their credentials and their use of the Service.

6.3 No transfer of ownership. No ownership interest in the software, hardware, firmware, documentation, data models or other Tessellink intellectual property passes to Customer.

6.4 Slatmill count. On request, Customer will confirm the number of slatmills on which the Service is used. Tessellink may bill additional slatmills under Section 4.3 from the date they were first used.

7. Use Restrictions

Customer will not, and will not allow anyone to:

• copy, resell, sublicense or commercially exploit the Service except as this Agreement allows;
• reverse engineer, decompile, disassemble or try to discover source code, firmware, algorithms or designs;
• open, modify, repair, rewire or alter SlatTech hardware, or remove its labels, without Tessellink's written approval;
• use the Service or Tessellink Confidential Information to build or help build a competing product;
• scrape or systematically extract information other than through an export Tessellink provides;
• bypass or interfere with security, authentication or access controls;
• introduce malicious code or conduct unauthorized security testing;
• present the Service as a veterinary, medical, diagnostic or safety device;
• make promises or warranties on Tessellink's behalf;
• use the Service outside the United States (including its territories, such as Puerto Rico) and Canada (other than Quebec) without Tessellink's written approval, or in violation of export control or sanctions laws; or
• use the Service in violation of law, this Agreement or Tessellink's written instructions.

8. Installation and Operation

8.1 Installation. Customer, or a person Tessellink approves, installs SlatTech units following Tessellink's instructions and installation walkthrough. Tessellink's help does not transfer responsibility for the slatmill, premises or operation to Tessellink.

8.2 Go-Live check. Customer will not use SlatTech with client dogs until it has completed Exhibit A.

8.3 Pre-use inspection. Before each day's use, and after any movement, impact, cleaning or repair, Customer will check for loose components, damaged mounts, exposed wiring, unusual noise or vibration, inaccurate readings and other hazards.

8.4 Stop use. Customer must stop using a SlatTech unit immediately if the unit becomes loose, appears unsafe, interferes with the slatmill, is damaged or gives readings that clearly conflict with what Customer observes; if Tessellink directs Customer to stop; or if continued use could present a risk. Customer must tell Tessellink and may resume only after Tessellink authorizes it.

8.5 Operator responsibility. Customer will make sure each operator is trained, directly supervises every dog, follows Customer's safety procedures and does not rely on the Service to judge a dog's health or safety.

8.6 Recalls. If Tessellink issues a recall, correction, update or replacement for a SlatTech unit, Customer will follow Tessellink's reasonable instructions promptly, including returning or swapping units.

9. Customer Responsibilities

Customer will:

• give accurate setup information and keep it up to date;
• report defects, failures, inaccurate readings, safety concerns and security incidents promptly;
• keep its slatmills in safe working condition;
• comply with the animal-welfare, consumer-protection, business, privacy, messaging and safety laws that apply to its business;
• keep its own records of payments, bookings and client agreements as required by law; and
• describe the Service accurately to its clients.

10. Client Disclosures, Waivers and Messaging

10.1 Customer's responsibility. Customer alone decides whether a dog uses a slatmill, supervises the dog, decides when a session stops, handles emergencies, and maintains its own client agreements and waivers.

10.2 Disclosure. Before recording a client's first session, Customer will give the client a disclosure with the substance of Exhibit B, and will describe in its privacy notice the information the Service records and that it is processed by service providers in the United States and other countries where Tessellink's Subprocessors operate.

10.3 Waiver. Customer will maintain a commercially reasonable client waiver or assumption-of-risk agreement. Tessellink does not give legal advice about it or represent that any waiver is enforceable.

10.4 Messaging consent. Customer is responsible for getting any consent its clients must give before receiving texts, WhatsApp messages or emails sent through the Service.

10.5 Messaging law. Customer will comply with the laws that apply to texts, WhatsApp messages and email sent through the Service, including the Telephone Consumer Protection Act and similar laws, will honor opt-out requests such as STOP replies, and will send only messages its clients have agreed to receive.

10.6 Evidence. After a complaint, claim, safety incident or security issue, Customer will give Tessellink reasonable evidence that the disclosure, waiver and messaging-consent steps in this Section 10 were in place, with unrelated personal information removed.

11. SlatTech Units

11.1 Ownership. SlatTech units remain Tessellink's property. Paying fees or charges does not transfer ownership.

11.2 Use. Tessellink provides the number of units in the Order Form, one per covered slatmill. Customer may use them only with its covered slatmills in the ordinary course of its business, including at client premises, in a vehicle or trailer, and at Customer's own premises. Customer will tell Tessellink before moving a unit to a different slatmill. Units Customer received under an earlier Tessellink agreement become units under this Agreement.

11.3 No liens or transfers. Customer will not sell, lend, lease, pledge, transfer or dispose of a unit, and will keep units free of liens and claims.

11.4 Reasonable care. Customer will protect units from misuse, theft, avoidable moisture or heat damage, harsh cleaning and unauthorized modification.

11.5 Normal failure. If a unit fails in ordinary authorized use and remote troubleshooting does not fix it, Tessellink will repair or replace it at no charge. This is Customer's sole remedy for a unit failure.

11.6 Unit charge. Customer will pay the unit replacement price in the Order Form for each unit that is lost, stolen, destroyed, damaged through misuse or negligence, modified without approval, or not returned under Section 11.8.

11.7 Updates and remote control. Tessellink may update unit firmware remotely, and may, subject to Section 22.3, disable units remotely in the cases described in Sections 4.5, 22 and 24.

11.8 Return. Within 30 days after this Agreement ends, Customer will return all units by tracked shipping at Customer's cost and bears the risk of loss until Tessellink receives them. Ordinary wear is not charged.

12. Travel Router Kit

If the Order Form includes a travel router kit, Customer buys it for the listed price and owns it. Tessellink sets it up before shipping. It carries only its manufacturer's warranty, and Tessellink does not warrant its performance or any mobile hotspot or carrier service.

13. Third-Party Services

13.1 Customer's own accounts. Some features depend on services Customer contracts for directly, such as Stripe for taking payments from its clients, Quo or WhatsApp for messaging, and internet service such as Starlink or a mobile carrier. Customer is responsible for those accounts, their terms and their fees, including charges for messages sent through them.

13.2 Payments to Customer. Payments from Customer's clients go to Customer's own Stripe account. Tessellink does not hold those funds and does not take a percentage of them.

13.3 No responsibility for third parties. Tessellink is not responsible for outages, changes, fees or failures of third-party services, including messages that a third-party service delays or fails to deliver.

13.4 Connected accounts. When Customer connects a third-party account to the Service, such as Stripe, Quo or WhatsApp, Customer authorizes Tessellink to access and act in that account as needed to provide the Service, for example to send messages, create and manage message templates, and read payment and delivery status. Customer may disconnect an account at any time, which may turn off the features that depend on it.

14. Support and Onboarding

14.1 Support. Tessellink will respond to support requests by email, text or phone within one business day. This is a response time, not a time to resolve the issue, and missing it is not a material breach.

14.2 Onboarding. Before the Go-Live Date, Tessellink will help set up Customer's account, including settings, services and prices, help import or enter existing client and dog records, and provide a training session.

15. Customer Data

15.1 Ownership. As between the parties, Customer owns Customer Data.

15.2 Customer's obligations. Customer decides what information is entered and is responsible for its privacy notices, lawful basis, required consents, privacy requests, accuracy and compliance with applicable privacy law.

15.3 Authorized processing. Customer authorizes Tessellink to collect, host, use, transmit and otherwise process Customer Data as reasonably needed to provide, secure and support the Service, prevent misuse, provide exports and comply with law.

15.4 Service provider. For Customer Data, Tessellink acts as Customer's service provider and processor. Tessellink will process Customer Data only as this Agreement directs; will not sell or share it, or use it outside the business relationship with Customer; will use Subprocessors that provide substantially similar protections, which may be their standard terms; and will reasonably help Customer respond to privacy requests from its clients.

15.5 Subprocessors. Tessellink uses Subprocessors for hosting, infrastructure, payments, messaging, email, logging and support. A current list is at getslatos.com/privacy. Customer Data may be processed in the United States and other countries where Tessellink's Subprocessors operate.

15.6 Sensitive information. Customer will not enter government identification numbers, full payment-card numbers, financial account credentials, or human medical or health information. Card payments must go only through the Stripe payment flows in the Service.

15.7 Canada. For a Customer in Canada, Customer Data is stored and processed in the United States and other countries where Tessellink's Subprocessors operate. Customer will say so in its privacy notice. Tessellink will protect Customer Data with reasonable safeguards, including contractual protections with Subprocessors, as required for cross-border transfers under applicable Canadian privacy law. This Agreement is not offered to Customers in Quebec.

15.8 No sale or direct marketing. Tessellink will not sell identifiable Customer Data, market directly to Customer's clients, or use identifiable client information to compete with Customer.

16. De-Identified Information and Telemetry

16.1 De-identification. Tessellink may create aggregated or de-identified information from Customer Data that does not reasonably identify Customer, an individual client, a specific dog by name, or a particular business location.

16.2 Use. Tessellink may use de-identified and aggregated information for any lawful purpose, including product development, analytics, benchmarking, research and product features, during and after the term.

16.3 No re-identification. Tessellink will not try to re-identify a person from de-identified information, except as reasonably needed for security, fraud prevention or legal compliance.

16.4 Telemetry. Tessellink may collect device identifiers, versions, configurations, logs, device health, connection status, usage and security events to provide, secure, support and improve the Service.

17. Security and Incidents

17.1 Safeguards. Tessellink will use reasonable administrative, technical and organizational safeguards appropriate to the Service. No system is completely secure.

17.2 Customer security. Customer will use strong unique passwords, limit administrative access, remove access for departing staff, keep its devices and networks secure, and promptly report suspected unauthorized access.

17.3 Security incidents. If Tessellink confirms unauthorized access to or disclosure of identifiable Customer Data in its control, it will notify Customer without unreasonable delay and, where possible, within 72 hours, with the information reasonably available. Notice is not an admission of fault.

17.4 Legal notifications. Customer decides whether it must notify its clients, regulators, insurers or others. Tessellink will reasonably cooperate, at Customer's expense unless the incident resulted from Tessellink's breach.

18. Export, Retention and Deletion

18.1 Export. Customer may request an export of Customer Data at any time during the term and for 30 days after it ends. Tessellink will provide it in a commonly usable format within 14 days.

18.2 Excluded material. An export need not include source code, algorithms, calculation logic, security information, internal logs, other customers' information, or de-identified data.

18.3 Deletion. Unless law requires otherwise, Tessellink may delete identifiable Customer Data 60 days after this Agreement ends. Backup copies may remain until they are overwritten in the ordinary course.

19. Intellectual Property and Feedback

19.1 Tessellink technology. Tessellink owns all rights in the Service, including software, hardware, firmware, designs, algorithms, scoring systems, reports, documentation, trademarks (including SlatOS and SlatTech) and improvements.

19.2 Customer materials. Customer keeps ownership of its own trademarks, business materials, client relationships and Customer Data.

19.3 Feedback. Customer grants Tessellink a perpetual, irrevocable, royalty-free, worldwide, transferable and sublicensable right to use, modify, incorporate and commercialize any suggestions or feedback about the Service, without obligation, payment or credit.

19.4 No implied rights. No license is granted by implication or otherwise.

20. Confidentiality

20.1 Definition. "Confidential Information" means non-public information that should reasonably be understood as confidential. Tessellink's includes its software, hardware designs, firmware, algorithms, security information, unreleased features, pricing and roadmap. Customer's includes its non-public pricing, client volumes and business plans.

20.2 Protection. The receiving party will use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and not disclose it except to people who need it for this Agreement and are bound by confidentiality.

20.3 Exclusions. Confidential Information does not include information that is public through no breach, already known without restriction, received lawfully from a third party, or independently developed without use of the information.

20.4 Required disclosure. A party may disclose information if legally required, after giving advance notice where the law allows.

20.5 Duration. These obligations last for 3 years after this Agreement ends, and for trade secrets for as long as they remain trade secrets.

20.6 Equitable relief. Unauthorized disclosure may cause irreparable harm, and the affected party may seek an injunction in addition to other remedies.

21. Publicity

21.1 Customer list. Tessellink may name Customer as a SlatOS customer and show its business name and logo in customer lists, unless Customer opts out in writing.

21.2 Testimonials. Tessellink will not publish a testimonial, quote, photo or case study about Customer without Customer's prior written approval.

21.3 No endorsement. Neither party may imply an endorsement beyond an approved written statement.

22. Suspension

22.1 Grounds. Tessellink may suspend access, disable accounts or units, or require stop-use if: fees are unpaid under Section 4.5; Tessellink reasonably believes continued use presents a safety risk; an installation is insecure; hardware was modified; unauthorized access occurred; Customer materially breached this Agreement; Customer ignored a safety or security instruction or misrepresented the Service; action is reasonably needed to protect animals, people, property, data or intellectual property; or action is required by law, an insurer or an authority.

22.2 Notice. Except for an urgent safety or security risk, or unpaid fees (which follow Sections 4.5 and 22.3 instead), Tessellink will give notice and a reasonable chance to fix the issue before suspending.

22.3 Units. Tessellink will never remotely disable a SlatTech unit while it reports an active session or while Tessellink knows it is in use, and will give at least 48 hours' notice before disabling a unit for non-payment.

22.4 Restoration. Tessellink will restore access once the cause is resolved to its reasonable satisfaction. Fees continue during a suspension caused by Customer.

23. Insurance

23.1 Customer insurance. Customer will maintain commercial general liability insurance appropriate for its dog fitness business, animal supervision, client premises, slatmill operation, bodily injury and property damage, with limits of at least $1,000,000 per occurrence.

23.2 Certificate. Customer will give Tessellink a certificate of insurance before the Go-Live Date and on request, keep the insurance in force throughout the term, give Tessellink at least 30 days' notice before cancelling it, and tell Tessellink promptly if the insurer cancels it. Customer is not required to name Tessellink as an additional insured unless the Order Form says so.

23.3 No coverage representation. Neither party represents that the other's insurance will cover a particular claim.

24. Termination

24.1 Cancellation by Customer. Customer may cancel by written notice to info@tessellinklabs.com from the Customer notice email or an owner's email address. Cancellation takes effect at the end of the billing period in which 30 days' notice expires, but not before the Minimum Term ends. A yearly subscription cancelled at least 30 days before its renewal date ends at the end of that yearly period.

24.2 Termination by Tessellink for cause. Tessellink may terminate immediately by notice if Customer: creates a material safety risk; breaches Sections 7, 8, 10.4, 10.5, 11.3, 15, 19 or 20; refuses a stop-use, recall or return instruction; fails to pay fees within 30 days after they are due; or becomes insolvent or stops operating.

24.3 Termination by Tessellink for convenience. Tessellink may terminate with 60 days' written notice, including if it discontinues the Service. Tessellink will refund prepaid fees for any period after termination, and no remaining Minimum Term fees will be due.

24.4 Termination by Customer for cause. Customer may terminate by notice if Tessellink materially breaches this Agreement and does not cure the breach within 30 days after written notice describing it. Tessellink will refund prepaid fees for any period after termination.

24.5 Effects. When this Agreement ends: Customer's license and access end; Customer must stop using and return SlatTech units under Section 11.8; Customer may request an export under Section 18; Tessellink may disable units and accounts, subject to Section 22.3; and unpaid amounts become due.

24.6 Survival. Sections 1, 3.6, 4 (for amounts owed), 7, 10.1, 10.6, 11 (until all units are returned or paid for), 15 through 20, 24.5, 24.6 and 25 through 29, and any others that by their nature should survive, survive termination.

25. Warranties and Disclaimers

25.1 Authority. Each party confirms it has authority to enter into this Agreement. Customer confirms it is entering into this Agreement as a business, for its business purposes, and not as a consumer.

25.2 Limitations. Customer acknowledges that measurements may be inaccurate, hardware may fail or detach, data may be delayed or lost, and the Service may at times be unavailable.

25.3 No reliance for animal welfare. Customer must not rely on speed, distance, duration, temperature, humidity, scores, alerts or other outputs to decide whether a dog is safe to exercise or to continue exercising. Direct supervision and professional judgment always come first.

25.4 Not professional advice. Tessellink does not provide veterinary, medical, animal-welfare, training, legal, insurance or safety advice.

25.5 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TESSELLINK DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

26. Indemnification

26.1 By Customer. To the fullest extent permitted by law, Customer will defend, indemnify and hold harmless Tessellink and its directors, officers, employees, contractors and agents from third-party claims, damages, judgments, settlements, penalties, costs and reasonable legal fees arising from: Customer's operation of its business or slatmills; its supervision, handling, training or care of any dog; injury to an animal or person during a Customer-operated session, except to the extent finally determined to result from Tessellink's gross negligence or willful misconduct; failure to obtain required consents, disclosures or waivers; Customer's privacy notices, client agreements or representations; messages Customer sends through the Service; Customer's violation of law; Customer Data or materials that infringe a third party's rights; unauthorized installation, modification or use; use contrary to Tessellink's instructions, warnings or stop-use directions; access by a person Customer allowed or failed to prevent; or Customer's material breach of this Agreement.

26.2 By Tessellink. Tessellink will defend Customer from third-party claims that the SlatOS software, as provided by Tessellink, infringes a United States patent, copyright or trademark, and will pay damages finally awarded or agreed in a settlement Tessellink approves. This does not apply to claims arising from Customer Data, modifications not made by Tessellink, use against Tessellink's instructions, or combination with items Tessellink did not provide.

26.3 Infringement remedies. If the Service is, or Tessellink believes it may be, subject to an infringement claim, Tessellink may, at its option: obtain the right for Customer to keep using it; modify or replace it so it no longer infringes, with substantially similar function; or end the affected part of the Service and refund prepaid fees for the period after it ends. Sections 26.2 and 26.3 state Tessellink's entire obligation for infringement claims.

26.4 Procedure. The party seeking indemnity will promptly notify the other, give reasonable cooperation at the indemnifying party's expense, and let it control the defense and settlement. No settlement may admit the other party's fault, impose obligations on it, or leave it without a complete release, without its written consent. A delay in notice reduces the indemnifying party's obligations only to the extent it is harmed by the delay.

27. Limitation of Liability

27.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, CLIENTS, DATA, REPUTATION OR GOODWILL, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

27.2 GENERAL CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, TESSELLINK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE NUMBER OF CLAIMS OR THE LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TESSELLINK IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US$500.

27.3 SPECIAL CAP. TESSELLINK'S TOTAL LIABILITY FOR ITS OBLIGATIONS UNDER SECTIONS 26.2 AND 26.3, AND FOR BREACH OF SECTIONS 15, 17 OR 20, WILL NOT EXCEED THE GREATER OF (A) THREE TIMES THE FEES CUSTOMER PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US$1,500. THIS AMOUNT IS IN PLACE OF, AND NOT IN ADDITION TO, THE CAP IN SECTION 27.2.

27.4 Exceptions. The limits in this Section 27 do not apply to Customer's payment obligations, Customer's obligations under Section 26.1, Customer's breach of Sections 7, 11.3, 19 or 20, liability from a party's gross negligence, willful misconduct or fraud, or liability that cannot lawfully be limited.

27.5 Allocation of risk. The fees reflect this allocation of risk, and Tessellink would not provide the Service on these terms without it.

28. Disputes and Governing Law

28.1 Good-faith escalation. Before filing a legal action, the parties will try in good faith for at least 30 days to resolve a dispute through people authorized to settle it. This does not prevent either party from seeking urgent injunctive relief or collecting undisputed fees.

28.2 Governing law. Subject to mandatory laws that cannot be displaced, Indiana law governs this Agreement, without regard to conflict-of-law rules.

28.3 Forum. Each party consents to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Indiana.

28.4 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

28.5 Time limit. Any claim arising out of or relating to this Agreement must be brought within one year after it arises. A claim arises when the claiming party knew or reasonably should have known of it. This time limit does not apply to claims for fees or unit charges, claims for indemnification under Section 26, or claims for breach of Sections 7, 11, 19 or 20.

28.6 Canada. If Customer is organized or operates in Canada, this Agreement applies as written, except where Canadian law requires otherwise.

29. General Terms

29.1 Independent businesses. The parties are independent contractors. This Agreement creates no partnership, joint venture, franchise, employment or agency relationship, and neither party may bind the other.

29.2 Assignment. Customer may not assign this Agreement without Tessellink's prior written consent. Tessellink may assign it to an affiliate, in connection with a financing, or in a merger, reorganization or sale of the relevant business or assets, with notice to Customer.

29.3 Notices. Contract notices must be sent by email: to Tessellink at info@tessellinklabs.com, and to Customer at the notice email in the Order Form. They are received the next business day unless delivery fails. Safety, security, failure and stop-use notices may also be given by phone, text or through the Service.

29.4 Entire agreement. This Agreement, including the Order Form and Exhibits, is the entire agreement on its subject and replaces all prior discussions and understandings. If Customer signed an earlier agreement with Tessellink, this Agreement replaces it from the Effective Date, except that the earlier agreement's confidentiality, intellectual property, feedback, indemnification, warranty disclaimer, limitation of liability and dispute provisions continue for matters that arose before the Effective Date.

29.5 Order of precedence. If there is a conflict, the Order Form controls, then these terms, then the Exhibits. An Order Form does not change Sections 25, 26, 27 or 28 unless it expressly names the Section being changed.

29.6 Changes. A change must be in writing and signed by both parties, except that Tessellink may issue reasonable operational, installation, safety, privacy or security instructions that do not materially change the commercial terms.

29.7 Waiver. Delay or failure to enforce a right is not a waiver. A waiver must be in writing and signed.

29.8 Severability. If a provision is unenforceable, it will be enforced to the maximum extent the law allows, and the rest of this Agreement stays in effect.

29.9 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment, confidentiality or security obligations, or the obligation to stop unsafe use.

29.10 Electronic signatures and counterparts. The parties may sign electronically and in counterparts, each of which is an original. The parties have asked that this Agreement and all related documents and notices be written in English.

29.11 Headings. Headings are for convenience only and do not change the meaning of any provision.

30. Signatures

Customer accepts this Agreement either by signing an Order Form or by ticking the box confirming that it agrees to this Agreement when placing an online order. The person who accepts confirms they are authorized to bind Customer. Tessellink accepts by signing the Order Form or by sending a written order confirmation. Tessellink keeps a record of each acceptance, including who accepted, when, and which version of this Agreement. Acceptance online has the same effect as a signature.

Exhibit A: Installation and Go-Live Acknowledgment

Customer confirms each item before the Go-Live Date, by signing this Exhibit or by confirming each item online. A Customer whose units were installed under an earlier Tessellink agreement confirms each item when it signs:

• ☐ Completed Tessellink's installation walkthrough
• ☐ SlatTech units are securely attached
• ☐ Units do not visibly interfere with moving equipment
• ☐ Wiring and components are reasonably protected
• ☐ Understands the required pre-use inspection (Section 8.3)
• ☐ Understands the stop-use requirements (Section 8.4)
• ☐ Understands that measurements may be inaccurate
• ☐ Understands that SlatOS and SlatTech do not control or stop the slatmill
• ☐ Understands the Service is not a veterinary, medical, diagnostic or safety device
• ☐ Has a client waiver and gives clients the Exhibit B disclosure
• ☐ Has trained all of its users who operate slatmills
• ☐ Has commercial general liability insurance of at least $1,000,000 per occurrence (Section 23.1), and has given Tessellink a certificate of insurance (Section 23.2)
• ☐ Tessellink has confirmed the Go-Live Date

Go-Live Date: ____________

Exhibit B: Client Disclosure

Customer will include this disclosure, or one with the same substance, in its own client paperwork. Customer's attorney may adapt the wording.

About our session tracking. [Customer name] uses SlatOS and SlatTech, provided by Tessellink, to record information about slatmill sessions, such as speed, distance, duration and ambient conditions. Readings may sometimes be inaccurate or unavailable. The system does not control, start or stop the slatmill, and it is not a veterinary, medical, diagnostic or safety device or a substitute for direct supervision. Information you provide may be processed by technology service providers in the United States and other countries. De-identified or aggregated session information may be used to improve the product and to create statistics and comparisons. Please see [Customer name]'s privacy notice and client agreement for more information.