Terms of Service

Introduction and Acceptance of Terms

These Terms of Service, together with any applicable Order Form, statement of work, subscription schedule, product-specific terms, service-level terms, data processing addendum, privacy policy, or other written agreement that expressly incorporates these Terms, govern access to and use of the products and services provided by Tylmen, Inc., a Delaware corporation with its principal office at 159 N. Sangamon St., 233, Chicago, IL 60607.

These Terms apply to Tylmen’s websites, software platform, dashboards, analytics tools, camera systems, edge devices, related hardware, installation services, support services, maintenance services, and other products or services made available by Tylmen, including systems used to monitor poultry, poultry houses, farms, processing facilities, production lines, yield information, and related operational conditions.

For purposes of these Terms, “Customer” means the person or entity that accesses, purchases, subscribes to, receives, or uses the Services, or on whose behalf the Services are accessed, purchased, subscribed to, received, or used. If an individual accepts these Terms on behalf of a company, farm, processor, integrator, contractor, or other organization, that individual represents that they have authority to bind that organization, and “Customer” refers to that organization.

By accessing or using the Services, creating an account, executing or accepting an Order Form, clicking to accept these Terms, permitting Tylmen to install or operate Equipment at a facility, or otherwise using any Tylmen product or service, Customer agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer may not access, receive, or use the Services. Tylmen may decline to provide access to the Services unless Customer accepts these Terms and any applicable Order Form or related written agreement.

Definitions

For purposes of these Terms, the following definitions apply:

“Account” means an account, login credential, dashboard profile, administrator profile, or other access mechanism created or used to access the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than fifty percent of the voting interests of the applicable entity.

“Aggregated Data” means data derived from Customer Data or use of the Services that has been combined with other data or processed in a manner that does not identify Customer, any Authorized User, any Facility, or any individual.

“Analytics” means measurements, models, outputs, alerts, reports, visualizations, classifications, predictions, calculations, dashboards, recommendations, and other information generated by or through the Services.

“Authorized User” means any employee, contractor, agent, consultant, representative, or other individual authorized by Customer to access or use the Services on Customer’s behalf or through Customer’s Account.

“Camera System” means cameras, sensors, edge devices, mounts, cabling, networking components, firmware, embedded software, and related hardware installed, configured, provided, or supported by Tylmen for use with the Services.

“Confidential Information” means nonpublic business, technical, operational, financial, commercial, facility, product, software, security, or other proprietary information disclosed by or on behalf of one party to the other party, whether disclosed orally, visually, electronically, physically, or by access to systems or facilities.

“Customer” has the meaning stated in the Introduction and Acceptance of Terms.

“Customer Data” means data, video, images, recordings, facility information, operational information, flock information, bird-related information, production information, processing information, yield information, line information, equipment information, metadata, and other content or information submitted to, collected through, captured by, generated from, or processed by the Services on behalf of Customer.

“Documentation” means user guides, specifications, technical materials, installation materials, operating instructions, support materials, and other documentation for the Services made available by Tylmen.

“Equipment” means any Camera System, hardware, device, component, accessory, replacement part, or related physical item provided, installed, configured, maintained, or made available by Tylmen in connection with the Services.

“Facility” means any farm, poultry house, barn, hatchery, grow-out facility, processing plant, production line, receiving area, live-hang area, evisceration area, chilling area, deboning area, packaging area, warehouse, office, or other location where the Services or Equipment are installed, accessed, or used.

“Fees” means the amounts payable for the Services, Equipment, installation, implementation, support, maintenance, subscriptions, usage, professional services, or other items described in an Order Form.

“Order Form” means any ordering document, quote, proposal, statement of work, subscription schedule, purchase document, renewal document, or similar written or electronic document accepted by Tylmen that identifies Services, Equipment, Fees, subscription terms, Facility locations, or other commercial terms.

“Output” means Analytics, reports, alerts, measurements, dashboards, visualizations, exports, and other results made available through the Services.

“Services” means Tylmen’s websites, software platform, dashboards, Analytics, Camera Systems, Equipment, installation services, configuration services, support services, maintenance services, remote monitoring tools, updates, Documentation, and other products or services provided or made available by Tylmen.

“Subscription Term” means the period during which Customer is authorized to access or use the applicable Services under an Order Form.

“Terms” means these Terms of Service, as amended or updated from time to time in accordance with their terms.

“Tylmen” means Tylmen, Inc., a Delaware corporation.

“Usage Data” means technical, diagnostic, telemetry, log, performance, configuration, and usage information relating to access to or operation of the Services, Equipment, Accounts, or related systems.

Scope of Services

Tylmen provides business-to-business technology solutions for poultry farms, poultry processors, and related commercial operations. The Services may include software, dashboards, analytics tools, camera systems, edge devices, installation, configuration, monitoring, support, maintenance, Documentation, and related professional services, as described in the applicable Order Form.

The Services are designed to help Customer monitor birds, poultry houses, production environments, processing operations, yield-related information, and related operational conditions in real time or near real time. The specific Services provided to Customer will be limited to those identified in the applicable Order Form or otherwise made available by Tylmen.

Tylmen may install, configure, operate, monitor, maintain, repair, replace, or remove Equipment at Customer’s Facilities as reasonably necessary to provide the Services. Tylmen may also provide remote tools, software updates, diagnostics, dashboards, alerts, reports, exports, and other functionality related to the operation of the Services.

Customer acknowledges that the Services may vary by Facility, system configuration, connectivity, camera placement, environmental conditions, operational practices, and other circumstances. Tylmen may modify, enhance, or update the Services from time to time, provided that any such modification will not materially reduce the core functionality of the Services purchased by Customer during the applicable Subscription Term.

Unless expressly stated in an Order Form, Tylmen is not responsible for providing Customer’s facility infrastructure, internet connectivity, power supply, physical security, sanitation services, animal-care services, processing services, quality-control services, or regulatory compliance services.

Customer Eligibility and Authorized Users

The Services are intended for business and commercial use only and are not intended for personal, household, or consumer use. Customer may access and use the Services only for its internal business operations and only in accordance with these Terms, the applicable Order Form, and any applicable Documentation.

Each individual who accepts these Terms, executes or accepts an Order Form, creates an Account, requests installation of Equipment, or otherwise administers the Services on behalf of Customer represents that they have authority to act for and bind Customer. Tylmen may rely on instructions, approvals, access requests, and other communications provided by any individual who reasonably appears to be acting on Customer’s behalf.

Customer may permit Authorized Users to access and use the Services for Customer’s internal business purposes. Customer is responsible for identifying its Authorized Users and for ensuring that all Authorized Users comply with these Terms, the applicable Order Form, and any usage limits or role-based permissions established for the Services.

Customer is responsible for all acts and omissions of its Authorized Users and for all access to and use of the Services through Customer’s Accounts, whether or not Customer specifically authorized the particular activity. Any breach of these Terms by an Authorized User will be deemed a breach by Customer.

Customer will not permit any competitor of Tylmen, or any person acting on behalf of a competitor of Tylmen, to access or use the Services without Tylmen’s prior written consent.

Order Forms; Priority of Documents

Customer may purchase or subscribe to Services under one or more Order Forms. Each Order Form may identify, as applicable, the Services ordered, Equipment to be provided or installed, Facility locations, Subscription Term, implementation scope, usage parameters, support terms, Fees, billing terms, renewal terms, and other commercial or operational terms specific to that order.

An Order Form may be executed electronically, accepted through an online ordering process, incorporated into a written agreement, or otherwise accepted in a manner approved by Tylmen. Once accepted by Tylmen and Customer, each Order Form becomes part of these Terms for the Services described in that Order Form.

If Customer issues a purchase order or similar procurement document, that document is for administrative convenience only unless Tylmen expressly agrees otherwise in a signed writing. No terms contained in any purchase order, vendor portal, invoice instructions, acknowledgment, or similar Customer document will amend, supersede, or add to these Terms or any Order Form, even if Tylmen accepts the purchase order or provides Services in response to it.

If there is a conflict among documents, the following order of priority will apply, unless the applicable document expressly states a different order of priority: first, any written agreement signed by authorized representatives of both parties that expressly supersedes these Terms; second, the applicable Order Form; third, any product-specific or service-specific terms expressly incorporated into the Order Form; fourth, these Terms; and fifth, the Documentation.

Any conflict will be resolved only to the extent necessary to address the inconsistency. All nonconflicting provisions will remain in effect. An Order Form modifies these Terms only for the Services covered by that Order Form and only for the duration of the applicable Subscription Term, unless the Order Form expressly states otherwise.

Installation, Access, and Site Conditions

Customer will provide Tylmen and its personnel, contractors, and representatives with timely, reasonable, and safe access to each Facility as necessary to perform installation, configuration, inspection, calibration, testing, maintenance, repair, replacement, support, and removal activities related to the Services and Equipment. Customer will ensure that Tylmen has access to the portions of each Facility, production area, poultry house, processing line, network environment, electrical infrastructure, and other locations reasonably required for Tylmen to perform the applicable work.

Customer is responsible for preparing each Facility for installation and operation of the Services. Unless an Order Form expressly states otherwise, Customer will provide, maintain, and make available all site conditions and infrastructure reasonably required for the Services, including suitable mounting locations, electrical power, internet or network connectivity, physical access, environmental conditions, lighting conditions, and permissions necessary for installation and operation.

Customer will designate a primary contact for each Facility who is authorized to coordinate scheduling, access, operational windows, safety procedures, biosecurity requirements, sanitation procedures, line shutdowns, equipment placement, and other installation or support logistics. Customer will respond promptly to Tylmen’s reasonable requests for information, approvals, access, testing support, or Facility-specific instructions.

Before Tylmen begins work at any Facility, Customer will identify and disclose all known site-specific hazards, restrictions, and requirements relevant to Tylmen’s work, including animal-health protocols, biosecurity controls, sanitation requirements, personal protective equipment requirements, chemical exposures, confined spaces, restricted areas, production-line hazards, lockout/tagout procedures, visitor policies, food-safety requirements, disease-control measures, and any other Facility rules applicable to Tylmen’s personnel or contractors.

Customer will ensure that each Facility is maintained in a condition that permits safe installation, access, operation, and support of the Services. Customer will not require Tylmen personnel or contractors to enter any area or perform any work under conditions that Tylmen reasonably determines are unsafe, unsanitary, inaccessible, or inconsistent with applicable Facility requirements or Tylmen’s work instructions.

Tylmen may postpone, suspend, or reschedule installation, maintenance, support, or other on-site activities if Tylmen reasonably determines that required access, personnel, approvals, connectivity, power, mounting conditions, safety conditions, biosecurity clearance, sanitation clearance, or other site prerequisites are unavailable or inadequate. Any resulting delay will not relieve Customer of its obligations under these Terms or the applicable Order Form.

Customer is responsible for obtaining all Facility owner, landlord, processor, grower, integrator, lender, insurer, utility, network administrator, or other third-party approvals required for Tylmen to access the Facility, install Equipment, connect to networks or power sources, and provide the Services. Customer will not permit any Facility restriction, third-party agreement, or internal policy to interfere with Tylmen’s authorized access or performance under the applicable Order Form.

Customer will not relocate, obstruct, disconnect, cover, alter, or interfere with any installed Equipment, camera view, network connection, power connection, calibration marker, mounting location, or related installation element without Tylmen’s prior written approval, except as necessary to address an imminent safety hazard. Customer will promptly notify Tylmen of any Facility change, construction, sanitation event, operational modification, disease event, equipment movement, production-line change, or other circumstance that may affect installation, camera placement, visibility, connectivity, calibration, data capture, or operation of the Services.

Equipment Ownership, Risk, and Use Restrictions

Unless the applicable Order Form expressly states that Equipment is sold to Customer, all Equipment is provided for use with the Services only and remains the sole property of Tylmen, its Affiliates, suppliers, or licensors. Customer receives no ownership interest in any Equipment by virtue of installation, possession, access, payment of Fees, or use of the Services.

Customer will use Equipment solely in connection with the Services and solely at the Facility for which the Equipment was installed or otherwise approved by Tylmen. Customer will not use Equipment for any personal, household, consumer, or unrelated commercial purpose, or for any purpose not authorized by these Terms, the applicable Order Form, or Tylmen’s written instructions.

Customer will not sell, assign, lease, rent, lend, pledge, encumber, transfer, remove, relocate, dispose of, modify, repair, open, disassemble, reverse engineer, tamper with, disable, obscure, disconnect, or interfere with any Equipment without Tylmen’s prior written consent, except to the limited extent necessary to address an imminent risk of personal injury, animal-safety emergency, Facility emergency, or material property damage. Customer will promptly notify Tylmen if Customer takes any emergency action affecting Equipment.

Customer will not permit any third party to service, modify, access, inspect, remove, or connect to Equipment without Tylmen’s prior written consent, except for Customer personnel acting within the ordinary course of authorized Facility operations and in a manner that does not interfere with the Services. Customer will take reasonable steps to protect Equipment from theft, misuse, unauthorized access, vandalism, contamination, impact, water exposure, electrical damage, environmental hazards, and other damage or loss.

Customer is responsible for loss of, theft of, damage to, or destruction of Equipment while located at Customer’s Facility or otherwise under Customer’s possession or control, except to the extent caused by Tylmen’s gross negligence or willful misconduct. Customer will promptly notify Tylmen of any actual or suspected loss, theft, damage, malfunction, contamination, obstruction, disconnection, unauthorized access, or other condition affecting Equipment.

Tylmen may label, tag, register, inventory, or otherwise identify Equipment as Tylmen property. Customer will not remove, obscure, alter, or destroy any serial number, asset tag, ownership label, safety marking, calibration marking, or other identifying information on or associated with Equipment.

Customer will provide reasonable cooperation to support Equipment inventory, inspection, maintenance, replacement, and removal. Upon expiration or termination of the applicable Order Form, or upon Tylmen’s reasonable request following suspension or discontinuation of the applicable Services, Customer will provide Tylmen with reasonable access to remove Equipment. If Customer fails to provide access or returns Equipment in damaged condition beyond ordinary wear and tear, Tylmen may invoice Customer for replacement value, repair costs, removal costs, and related expenses, to the extent permitted by the applicable Order Form and law.

Software License and Service Restrictions

Subject to Customer’s compliance with these Terms and the applicable Order Form, Tylmen grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term to access and use the software components of the Services solely for Customer’s internal business operations and solely in connection with the Facilities, Equipment, Accounts, and use cases authorized by Tylmen.

The license granted in this Section applies only to the object-code, hosted, cloud-based, embedded, dashboard, application, firmware, and related software functionality that Tylmen makes available as part of the Services. No rights are granted except as expressly stated in these Terms or the applicable Order Form.

Customer may permit Authorized Users to access and use the software components of the Services on Customer’s behalf, provided that such access and use remain within the scope of Customer’s authorized use and any applicable role-based permissions, usage limits, Facility limits, or technical restrictions. Customer will not make the Services available to any third party as a service bureau, managed service, outsourced service, resale offering, data processing service, or other commercial offering without Tylmen’s prior written consent.

Customer will not, and will not permit any Authorized User or third party to:

• copy, modify, adapt, translate, or create derivative works of the Services or any software, firmware, model, algorithm, interface, Documentation, or other technology made available by Tylmen;
• reverse engineer, decompile, disassemble, decode, reconstruct, or attempt to discover any source code, object code structure, model architecture, algorithm, training method, workflow, or underlying technology of the Services;
• bypass, disable, interfere with, or circumvent any access control, authentication measure, usage limit, security feature, license key, metering function, or technical restriction;
• access or use the Services to develop, train, improve, benchmark, validate, or commercialize any competing product, service, model, system, or analytics tool;
• access or use the Services for competitive analysis, performance testing, publication of benchmarks, or comparative evaluation without Tylmen’s prior written consent;
• interfere with, disrupt, overload, degrade, or impair the operation, availability, integrity, or security of the Services or any Tylmen system;
• introduce viruses, malware, harmful code, unauthorized scripts, automated agents, scraping tools, or other software or processes that may affect the Services;
• use the Services outside the authorized Facilities, Accounts, Subscription Term, user roles, system configurations, or use cases identified in the applicable Order Form;
• remove, obscure, or alter any proprietary notice, attribution, trademark, copyright notice, or other rights notice associated with the Services;
• use the Services in violation of applicable law, the Documentation, Tylmen’s written instructions, or the applicable Order Form; or
• permit any third party to do any of the foregoing.

Tylmen may monitor use of the Services to verify compliance with these Terms, protect the Services, maintain system integrity, and administer usage limits. Any unauthorized use of the Services is outside the scope of the license granted under this Section.

Data Ownership and Customer Data Rights

As between Customer and Tylmen, Customer retains all right, title, and interest in and to Customer Data. Except for the rights expressly granted to Tylmen under these Terms, Tylmen does not acquire ownership of Customer Data.

Customer grants Tylmen and its Affiliates, contractors, service providers, and personnel a worldwide, non-exclusive, royalty-free license to collect, capture, access, use, host, store, reproduce, process, transmit, display, modify, create derivative works from, and otherwise handle Customer Data as reasonably necessary to provide, operate, maintain, support, secure, troubleshoot, improve, and develop the Services; perform Tylmen’s obligations under these Terms and any applicable Order Form; and exercise Tylmen’s rights under these Terms.

Customer Data may include video, images, recordings, metadata, Facility information, flock information, bird-related information, environmental observations, production information, processing information, yield-related information, line-speed or throughput information, equipment status information, annotations, user inputs, configuration information, and other information captured by or submitted to the Services. Customer acknowledges that the Services may generate Output from Customer Data, Equipment, Usage Data, system configuration, and related processing.

As between Customer and Tylmen, and subject to Tylmen’s ownership of the Services, Tylmen technology, Aggregated Data, Usage Data, models, algorithms, software, and underlying methods, Customer may use Output made available to Customer through the Services for Customer’s internal business operations during the applicable Subscription Term. Customer’s rights in Output do not include any ownership interest in the Services, software, models, algorithms, workflows, measurement methods, classification methods, or other Tylmen technology used to generate the Output.

Customer represents and warrants that Customer has and will maintain all rights, permissions, licenses, notices, consents, and authority necessary for Tylmen to collect, capture, access, use, process, transmit, store, and otherwise handle Customer Data as contemplated by these Terms and any applicable Order Form. Customer is responsible for the accuracy, quality, legality, integrity, and permissibility of Customer Data and for determining whether Customer Data is suitable for Customer’s intended use.

Tylmen may use Usage Data and Aggregated Data for any lawful business purpose, including analytics, benchmarking, product improvement, research, development, training, validation, commercialization, operational monitoring, and reporting, provided that Aggregated Data does not identify Customer, any Authorized User, any individual, or any specific Facility. Tylmen may retain and use Aggregated Data and Usage Data independently of any expiration or termination of these Terms or any Order Form.

Customer will not submit, upload, transmit, or make available through the Services any data or content that Customer is not authorized to provide or that would require Tylmen to comply with obligations not expressly agreed to in a written agreement signed by Tylmen. Customer will not use the Services to collect or process sensitive personal information, biometric identifiers, protected health information, payment card information, or other regulated data unless the applicable Order Form or a separate written agreement expressly authorizes that use.

Tylmen may disclose Customer Data to its Affiliates, contractors, service providers, and professional advisors as reasonably necessary to provide and support the Services or operate Tylmen’s business, subject to confidentiality obligations appropriate to the nature of the information. Tylmen may also disclose Customer Data as required by law, legal process, or governmental request, or as necessary to protect the rights, property, safety, or security of Tylmen, Customer, the Services, or others.

Customer is responsible for reviewing Output before relying on it and for making all operational, production, processing, animal-care, quality-control, food-safety, and business decisions based on Customer’s own judgment, personnel, policies, and procedures. Output may depend on camera placement, Facility conditions, connectivity, lighting, occlusion, calibration, bird movement, processing-line configuration, data quality, and other factors outside Tylmen’s control.

Monitoring, Video Capture, and Facility Use Limitations

Customer acknowledges that the Services and Equipment may capture, record, analyze, transmit, store, and display video, images, still frames, metadata, operational information, environmental observations, flock-related information, bird movement, bird density, production-line activity, yield-related information, equipment activity, and other information from Facilities where the Services are installed or used.

The Services are intended to support monitoring of poultry, poultry houses, farm operations, processing operations, production environments, and related commercial activities. Customer will use the Services only in areas and for purposes reasonably related to Customer’s authorized business operations and the applicable Order Form.

Customer is responsible for determining the locations at which Equipment will be installed, subject to Tylmen’s technical, safety, operational, and installation requirements. Customer will not request, permit, or maintain installation or use of Equipment in any restroom, locker room, changing area, lactation room, medical room, prayer room, sleeping area, private residence, or other area where monitoring would be inappropriate for the business purpose of the Services.

Customer will not use the Services for covert monitoring, personal surveillance, employee discipline as the primary purpose of deployment, or any purpose unrelated to poultry monitoring, facility operations, processing analysis, yield assessment, equipment performance, safety, security, quality, or other legitimate business operations.

Customer will not intentionally position, configure, or use Equipment to capture areas outside the applicable Facility, including neighboring properties, public roads, public sidewalks, unrelated work areas, or areas controlled by third parties, except to the limited extent incidental capture cannot reasonably be avoided in the ordinary operation of the Services.

Customer will not obstruct, cover, redirect, disable, manipulate, or alter camera views, calibration points, lighting conditions, mounting angles, or related configuration settings in a manner that interferes with the Services or materially degrades the accuracy, completeness, or reliability of captured information.

Customer acknowledges that camera views, image quality, video availability, and analytics performance may be affected by Facility layout, bird movement, stocking density, lighting, shadows, glare, dust, condensation, water, debris, sanitation events, line speed, obstructions, equipment vibration, connectivity, power availability, weather, and other operational or environmental conditions.

Tylmen may remotely view, access, process, or review video, images, metadata, system status, and related information as reasonably necessary to provide, maintain, support, troubleshoot, secure, improve, or validate the Services. Tylmen may also use automated systems, models, algorithms, and other technical processes to analyze video, images, and related information in connection with the Services.

Customer will promptly notify Tylmen of any Facility change, camera obstruction, production-line modification, equipment relocation, lighting change, sanitation event, disease-control measure, construction activity, or other condition that may materially affect monitoring, capture, calibration, visibility, connectivity, analytics, or the operation of the Services.

Compliance with Laws and Customer Responsibilities

Customer is responsible for ensuring that its access to and use of the Services, Equipment, Customer Data, Output, and Facilities complies with all laws, regulations, rules, permits, orders, industry requirements, contractual obligations, and Facility policies applicable to Customer’s business, operations, personnel, animals, products, and Facilities.

Customer is solely responsible for determining whether and how the Services may be used in Customer’s specific operational environment, including in poultry houses, farms, processing plants, production lines, and other Facilities. Customer will not use the Services in any manner that would violate applicable requirements relating to workplace monitoring, employee privacy, labor relations, occupational safety, biosecurity, animal welfare, food safety, sanitation, environmental controls, product quality, processing operations, or facility access.

Customer will provide all notices, obtain all consents, maintain all policies, and secure all approvals required for Tylmen to install Equipment, access Facilities, connect to Customer systems, capture video or images, process Customer Data, and provide the Services. These obligations may include notices or approvals involving employees, contractors, visitors, growers, integrators, processors, facility owners, landlords, unions, works councils, insurers, lenders, network administrators, and other persons or entities with rights or interests relating to the applicable Facility.

Customer remains responsible for all animal-care, flock-management, husbandry, processing, quality-assurance, product-yield, sanitation, food-safety, environmental, and operational decisions. Customer will maintain its own personnel, procedures, inspections, controls, records, and compliance programs as necessary for its business and will not rely on the Services as Customer’s sole means of monitoring or satisfying any legal, contractual, operational, or regulatory obligation.

Customer will ensure that its personnel and Authorized Users comply with all Facility rules and Customer policies applicable to the Services, including policies governing camera placement, monitoring, data access, video review, cybersecurity, confidentiality, safety, biosecurity, sanitation, visitor access, and incident response. Customer will promptly inform Tylmen of any legal, regulatory, contractual, or Facility-specific restriction that may affect Tylmen’s performance or Customer’s use of the Services.

Customer will not direct Tylmen to take any action, configure any system, install any Equipment, process any data, or provide any Service in a manner that Customer knows or reasonably should know would violate applicable law, Facility policy, third-party rights, or Customer’s contractual obligations. Customer is responsible for reviewing Output and using it only in a manner consistent with Customer’s own professional judgment, compliance obligations, and operational requirements.

No Professional Advice; Operational Decisions

The Services are decision-support tools intended to assist Customer in monitoring, reviewing, and understanding certain operational conditions at Customer’s Facilities. The Services do not replace Customer’s professional judgment, personnel, inspections, procedures, controls, or compliance programs.

Tylmen does not provide veterinary, animal-health, animal-welfare, food-safety, sanitation, quality-control, regulatory, legal, engineering, or facility-management advice through the Services. Any Analytics, Output, alert, measurement, report, dashboard, visualization, recommendation, or other information made available through the Services is provided to support Customer’s internal review and decision-making.

Customer remains solely responsible for evaluating the accuracy, relevance, completeness, and suitability of any Output before relying on it. Customer is responsible for all decisions and actions relating to flock management, animal care, disease response, mortality response, processing operations, yield analysis, product quality, food safety, sanitation, staffing, production-line operation, Facility management, regulatory compliance, and business operations.

Customer will use its own qualified personnel, professional advisors, established procedures, and independent judgment when making operational, veterinary, animal-welfare, food-safety, quality-control, regulatory, or business decisions. Customer will not rely on the Services as the sole basis for any decision that may affect animal health, product safety, product quality, worker safety, regulatory compliance, or commercial outcomes.

Security and Account Management

Customer is responsible for managing access to the Services through Customer’s Accounts and for maintaining the confidentiality and security of all usernames, passwords, authentication credentials, access keys, devices, and administrative permissions associated with the Services.

Customer will ensure that only Authorized Users access or use the Services. Customer will assign access rights based on each Authorized User’s role and business need and will promptly remove or modify access when an Authorized User no longer requires access, changes roles, or ceases to be employed or engaged by Customer.

Customer will use commercially reasonable measures to prevent unauthorized access to the Services, Equipment, Customer Data, Output, and connected systems. Such measures may include appropriate password practices, administrative controls, user permissions, network safeguards, physical access controls, and internal policies governing use of video, images, dashboards, exports, and operational data.

Customer will not share Accounts among multiple individuals or permit any person to access the Services using another person’s credentials. Customer is responsible for all activity occurring under Customer’s Accounts, including activity by Authorized Users and any other person who accesses the Services through credentials issued to or maintained by Customer.

Customer will promptly notify Tylmen of any actual or suspected unauthorized access to the Services, Equipment, Customer Data, Output, Accounts, credentials, or related systems. Customer will reasonably cooperate with Tylmen in investigating, mitigating, and responding to any such event, including by providing relevant information, disabling affected credentials, updating access permissions, and preserving relevant records.

Tylmen may implement authentication, access-control, monitoring, logging, session-management, and other security features for the Services. Customer will not disable, bypass, interfere with, or attempt to circumvent any such feature. Tylmen may require Customer or Authorized Users to update credentials, enable additional authentication measures, or follow reasonable security procedures as a condition of continued access to the Services.

Support, Maintenance, and Updates

Tylmen will provide support and maintenance for the Services as described in the applicable Order Form, Documentation, or support policy made available by Tylmen. Unless otherwise stated in an Order Form, support is limited to reasonable technical assistance for the Services, Equipment, Accounts, dashboards, connectivity diagnostics, configuration issues, and other matters within Tylmen’s control.

Customer will provide reasonable cooperation necessary for Tylmen to provide support, including timely access to relevant Accounts, Equipment, Facility contacts, network information, error reports, screenshots, logs, environmental information, and other information reasonably requested by Tylmen. Customer is responsible for providing accurate and complete information regarding any support request.

Tylmen may remotely access, monitor, inspect, test, configure, update, troubleshoot, restart, or otherwise interact with the Services, Equipment, software, firmware, Camera Systems, and related technical environments as reasonably necessary to provide support, perform maintenance, deploy updates, verify performance, investigate issues, improve functionality, maintain security, or confirm compliance with the applicable Order Form.

Customer will not interfere with Tylmen’s remote access, diagnostics, monitoring tools, maintenance processes, or update mechanisms. Customer will maintain power, connectivity, network access, physical access, and other site conditions reasonably required for Tylmen to perform support and maintenance activities.

Tylmen may provide updates, patches, bug fixes, enhancements, new features, firmware updates, software releases, model updates, configuration changes, and other modifications to the Services from time to time. Tylmen may determine the timing, content, and method of deployment of updates in its discretion, provided that Tylmen will not materially reduce the core functionality of the Services purchased by Customer during the applicable Subscription Term.

Updates may be installed automatically, remotely, or during scheduled maintenance windows. Customer acknowledges that certain updates may be required for continued operation, security, compatibility, or performance of the Services. Customer will promptly take any reasonable action requested by Tylmen to enable or complete an update.

Tylmen may modify, suspend, replace, or discontinue particular features, integrations, interfaces, reports, dashboards, models, workflows, or technical components of the Services as part of ordinary product development, security management, vendor management, or operational improvement. If Tylmen makes a change that materially affects Customer’s use of the core Services during an active Subscription Term, Tylmen will use commercially reasonable efforts to provide reasonable notice or a commercially reasonable alternative.

Tylmen is not responsible for support issues caused by Customer’s failure to maintain required site conditions, unauthorized changes to Equipment or configurations, third-party systems, power interruptions, network limitations, Facility conditions, misuse, unsupported integrations, or Customer’s failure to install or permit required updates.

Fees, Invoicing, Taxes, and Payment

Customer will pay all Fees stated in the applicable Order Form. Fees may include subscription fees, platform fees, Equipment fees, installation fees, implementation fees, configuration fees, support fees, maintenance fees, usage-based fees, professional-services fees, travel expenses, removal fees, replacement fees, and other amounts identified in the applicable Order Form.

Unless the applicable Order Form states otherwise, Fees are stated in U.S. dollars and are due and payable in accordance with the billing schedule stated in the Order Form. If no billing schedule is stated, Tylmen may invoice Customer upon Order Form acceptance, upon shipment or installation of Equipment, upon commencement of the Subscription Term, monthly, annually, or otherwise in accordance with Tylmen’s standard billing practices for the applicable Services.

Unless the applicable Order Form states otherwise, Customer will pay each undisputed invoice within 30 days after the invoice date. Customer will make payments by ACH transfer, wire transfer, credit card, check, or another payment method approved by Tylmen. Customer is responsible for any bank fees, wire fees, card processing fees, currency conversion charges, or similar charges associated with Customer’s selected payment method, except to the extent prohibited by law.

If Customer disputes an invoice in good faith, Customer must notify Tylmen in writing before the invoice due date and reasonably describe the disputed amount and basis for the dispute. Customer will timely pay all undisputed amounts and will cooperate with Tylmen in good faith to resolve any disputed amount. Failure to dispute an invoice before the due date will not limit any rights that cannot be waived by contract, but Tylmen may treat undisputed unpaid amounts as overdue.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the original due date until paid in full. Customer will reimburse Tylmen for reasonable costs of collection incurred in collecting overdue amounts, including reasonable attorneys’ fees, collection-agency fees, and court costs, to the extent permitted by law.

Fees are exclusive of taxes, duties, levies, assessments, withholding, and similar governmental charges, including sales, use, value-added, goods and services, excise, property, import, export, and withholding taxes. Customer is responsible for all such taxes and charges arising from or relating to the Services, Equipment, Customer’s purchases, or Customer’s use of the Services, other than taxes based on Tylmen’s net income. If Customer is exempt from any tax, Customer must provide Tylmen with a valid exemption certificate or other documentation reasonably required by Tylmen before the applicable invoice is issued.

If Customer is required by law to withhold any amount from payments to Tylmen, Customer will increase the amount payable so that Tylmen receives the full amount it would have received absent the withholding, unless prohibited by law. Customer will provide reasonable documentation of any required withholding upon request.

Tylmen may suspend access to the Services, suspend support, suspend installation or maintenance activities, or delay shipment, replacement, or removal of Equipment if Customer fails to pay undisputed overdue amounts and does not cure the nonpayment within 10 days after written notice. Suspension will not waive Tylmen’s right to collect amounts due or Customer’s obligation to pay Fees accruing during the suspension period.

Customer will keep its billing, tax, and payment information complete and current. Tylmen may send invoices and billing notices electronically to the billing contact or administrator designated by Customer.

Confidentiality

Each party may disclose Confidential Information to the other party in connection with these Terms, an Order Form, the Services, a Facility, or the parties’ business relationship. Confidential Information includes nonpublic business, technical, operational, financial, commercial, product, security, Facility, installation, pricing, customer, vendor, and strategic information, whether disclosed orally, visually, electronically, physically, through access to systems or Facilities, or by observation during performance.

The party receiving Confidential Information will use the disclosing party’s Confidential Information only to perform, receive, evaluate, support, or administer the Services or otherwise exercise rights or perform obligations under these Terms or the applicable Order Form. The receiving party will protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but not less than reasonable care.

The receiving party will not disclose the disclosing party’s Confidential Information to any third party except to its Affiliates, employees, contractors, service providers, professional advisors, and representatives who have a need to know the information for purposes consistent with these Terms and who are bound by confidentiality obligations or professional duties of confidentiality reasonably protective of the information.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving party without confidentiality restrictions before receipt from the disclosing party; (c) is lawfully received from a third party without breach of any duty of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

The receiving party may disclose Confidential Information to the extent required by applicable law, court order, subpoena, regulatory request, or other legal process, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt notice and reasonable cooperation so the disclosing party may seek protective treatment or other appropriate relief. The receiving party will disclose only the portion of Confidential Information legally required to be disclosed.

Upon expiration or termination of the applicable Order Form or upon the disclosing party’s reasonable written request, the receiving party will return or destroy the disclosing party’s Confidential Information in its possession or control, except that the receiving party may retain copies as required by law, legal process, archival systems, backup systems, compliance policies, or professional obligations. Any retained Confidential Information remains subject to this Section for so long as it is retained.

Intellectual Property

Tylmen and its licensors own and retain all right, title, and interest in and to the Services, software, platform, dashboards, Camera Systems, Equipment designs, firmware, embedded technology, Documentation, interfaces, workflows, models, algorithms, analytics methods, measurement methods, classification methods, reports, visualizations, templates, tools, processes, know-how, inventions, discoveries, and other technology used to provide or support the Services.

Except for the limited rights expressly granted to Customer under these Terms or an applicable Order Form, no rights, title, or interest in or to any Tylmen intellectual property are transferred to Customer. All rights not expressly granted are reserved by Tylmen and its licensors.

Tylmen owns all improvements, enhancements, modifications, updates, configurations, derivative works, developments, inventions, discoveries, processes, methods, models, algorithms, software, firmware, Documentation, designs, and other materials created, authored, conceived, reduced to practice, or developed by or for Tylmen in connection with the Services, including those based on support requests, implementation work, operational learnings, system performance, product usage, or feedback.

Customer will not remove, alter, or obscure any copyright, trademark, patent, proprietary, attribution, serial-number, asset-tag, or other rights notice appearing on or associated with the Services, Equipment, Documentation, software, dashboards, reports, or other Tylmen materials.

Customer may provide comments, suggestions, ideas, requests, recommendations, corrections, or other feedback regarding the Services. Customer grants Tylmen a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, reproduce, modify, distribute, display, perform, commercialize, and otherwise exploit such feedback for any purpose without restriction, attribution, or compensation to Customer.

No feedback, support request, feature request, configuration request, integration request, or other communication from Customer will limit Tylmen’s right to develop, improve, modify, market, license, provide, or commercialize any product, service, technology, feature, or functionality.

Customer will not use Tylmen’s name, trademarks, service marks, logos, product names, trade dress, or branding in any press release, marketing material, website, customer list, public announcement, or other public communication without Tylmen’s prior written consent, except as otherwise expressly permitted in an applicable Order Form.

Acceptable Use

Customer will use the Services, Equipment, Customer Data, Output, and Documentation only for lawful business purposes and in accordance with these Terms, the applicable Order Form, the Documentation, and Tylmen’s reasonable written instructions.

Customer will not, and will not permit any Authorized User or third party to:

• use the Services, Equipment, Customer Data, or Output in violation of applicable law, regulation, permit, order, third-party right, Facility policy, or contractual obligation;
• use the Services or Equipment for personal, household, consumer, unlawful, deceptive, abusive, harmful, or unauthorized surveillance purposes;
• use the Services or Equipment in any area where monitoring is prohibited, inappropriate, or materially inconsistent with the authorized business purpose of the Services;
• interfere with, disrupt, overload, degrade, damage, disable, or impair the Services, Equipment, Tylmen systems, or any network, device, account, or system connected to the Services;
• attempt to gain unauthorized access to the Services, Equipment, Customer Data, Output, Accounts, Tylmen systems, or any third-party system;
• introduce malware, viruses, worms, time bombs, malicious code, corrupted files, automated scripts, scraping tools, bots, or other harmful or unauthorized technology;
• bypass, disable, circumvent, or interfere with any authentication, access-control, metering, monitoring, logging, security, calibration, or usage-limit feature;
• submit, transmit, upload, or make available any data, content, instruction, or material that is unlawful, infringing, misleading, defamatory, threatening, harassing, malicious, discriminatory, or otherwise harmful;
• manipulate, falsify, obscure, alter, or interfere with Customer Data, Output, camera views, calibration, annotations, measurements, system settings, or operational records in a manner that compromises the integrity of the Services;
• use the Services, Equipment, Customer Data, or Output to create unsafe conditions, compromise biosecurity, interfere with animal care, disrupt processing operations, or evade Customer’s operational, quality, food-safety, or compliance controls;
• access or use the Services for competitive analysis, benchmarking, reverse engineering, model training, product development, or development of any competing system, service, analytics tool, or technology;
• resell, sublicense, distribute, provide, rent, lease, lend, or otherwise make the Services, Equipment, Customer Data, or Output available to any third party except as expressly permitted by these Terms or the applicable Order Form;
• remove, alter, or obscure any proprietary, safety, calibration, serial-number, asset-tag, or rights notice associated with the Services or Equipment; or
• encourage, assist, or permit any person to do any of the foregoing.

Tylmen may investigate suspected misuse of the Services or Equipment and may take reasonable technical or administrative measures to protect the Services, Equipment, Customer Data, Tylmen systems, Customer, Tylmen, and third parties from unauthorized, unlawful, insecure, or harmful use.

Warranties

Tylmen warrants that, during the applicable Subscription Term, the Services will materially conform to the applicable Order Form and Documentation under normal use and conditions, provided that Customer uses the Services in accordance with these Terms, the applicable Order Form, the Documentation, and Tylmen’s reasonable written instructions.

Tylmen warrants that it will perform installation, configuration, support, maintenance, and other professional services in a professional and workmanlike manner using personnel with appropriate skill and experience for the applicable services.

Customer must notify Tylmen in writing of any alleged breach of this Section within 30 days after Customer discovers, or reasonably should have discovered, the alleged nonconformity. Customer’s notice must reasonably describe the issue, the affected Services or Equipment, the affected Facility, and any information reasonably available to Customer that may assist Tylmen in evaluating the alleged breach.

Tylmen’s sole obligation, and Customer’s exclusive remedy, for breach of the warranties in this Section is for Tylmen to use commercially reasonable efforts to correct the nonconforming Services or reperform the affected professional services. If Tylmen determines that correction or reperformance is not commercially reasonable, Tylmen may provide a reasonable alternative remedy, including a workaround, replacement functionality, service credit, or refund of prepaid Fees for the affected Services for the period of material nonconformity.

The warranties in this Section do not apply to any issue caused by Customer Data, Customer systems, Facility conditions, lack of power or connectivity, third-party products or services, unauthorized modification, misuse, failure to follow Documentation or written instructions, unsupported configurations, environmental conditions, obstructions, sanitation events, production-line changes, animal movement, lighting conditions, network limitations, or any act or omission of Customer, Authorized Users, or third parties.

Disclaimer of Warranties

TYLMEN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND COURSE OF DEALING OR USAGE OF TRADE.

TYLMEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR AVAILABLE AT ALL TIMES, OR THAT ANY ERROR, DEFECT, INTERRUPTION, OR NONCONFORMITY WILL BE CORRECTED.

TYLMEN DOES NOT WARRANT THAT THE SERVICES, EQUIPMENT, ANALYTICS, OUTPUT, ALERTS, REPORTS, MEASUREMENTS, VISUALIZATIONS, OR RECOMMENDATIONS WILL DETECT, IDENTIFY, MEASURE, CLASSIFY, PREDICT, PREVENT, OR RESOLVE ALL CONDITIONS, EVENTS, BIRDS, LOSSES, MORTALITY EVENTS, DISEASE INDICATORS, ANIMAL-WELFARE ISSUES, PROCESSING CONDITIONS, DEFECTS, YIELD VARIATIONS, FACILITY ISSUES, FOOD-SAFETY ISSUES, EQUIPMENT FAILURES, SECURITY EVENTS, OR OPERATIONAL CONDITIONS.

Customer acknowledges that the Services may depend on factors outside Tylmen’s control, including Facility layout, camera placement, lighting, connectivity, power, obstructions, environmental conditions, sanitation activities, bird movement, stocking density, production-line configuration, third-party systems, and Customer’s operational practices.

Limitation of Liability

If no Fees were paid under the applicable Order Form during that period, Tylmen’s total aggregate liability will not exceed $100.

The limitations in this Section apply even if Tylmen has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose. The limitations also apply to claims arising from or relating to Customer’s reliance on Analytics, Output, alerts, reports, measurements, dashboards, recommendations, video, images, Equipment performance, system availability, or monitoring results.

The limitations in this Section apply collectively to Tylmen and its Affiliates, officers, directors, employees, contractors, suppliers, licensors, service providers, and agents, and will not be increased by the existence of more than one claim, incident, Order Form, Facility, Authorized User, or theory of liability.

Nothing in these Terms limits liability to the extent such liability cannot be limited under applicable law.

Indemnification

Customer will indemnify, defend, and hold harmless Tylmen and its Affiliates, officers, directors, employees, contractors, suppliers, licensors, service providers, representatives, and agents from and against any and all claims, demands, actions, investigations, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Customer Data, including any allegation that Customer Data, or Tylmen’s collection, capture, access, use, processing, storage, transmission, disclosure, or other handling of Customer Data as authorized by Customer, violates applicable law or infringes, misappropriates, or otherwise violates any third-party right;
• Customer’s Facilities, including site conditions, Facility hazards, biosecurity requirements, sanitation requirements, safety procedures, access restrictions, environmental conditions, or Customer’s failure to prepare or maintain a Facility for installation, operation, support, maintenance, or removal of Equipment;
• Customer’s or any Authorized User’s access to or use of the Services, Equipment, Output, Documentation, or Customer Data;
• Customer’s breach of these Terms, any applicable Order Form, the Documentation, or Tylmen’s reasonable written instructions;
• Customer’s violation of applicable law, regulation, permit, order, industry requirement, Facility policy, third-party agreement, or third-party right;
• Customer’s failure to provide required notices, obtain required consents, secure required approvals, maintain required policies, or satisfy obligations relating to monitoring, video capture, data collection, workplace privacy, labor relations, facility access, or use of the Services at a Facility;
• claims by employees, contractors, visitors, growers, integrators, processors, customers, suppliers, Facility owners, landlords, insurers, lenders, regulators, or other third parties arising from or relating to Customer’s use of the Services, Equipment, Customer Data, or Output;
• Customer’s animal-care, flock-management, processing, quality-control, food-safety, sanitation, production, yield, facility-management, regulatory, or business decisions; or
• Customer’s misuse of the Services or Equipment, unauthorized modification or relocation of Equipment, interference with camera views or calibration, unauthorized access to the Services, or failure to maintain required power, connectivity, physical access, or site conditions.

Tylmen will provide Customer with reasonably prompt notice of any indemnifiable claim, provided that failure to give prompt notice will relieve Customer of its obligations only to the extent Customer is materially prejudiced by the delay. Customer will control the defense of the claim using counsel reasonably acceptable to Tylmen. Tylmen may participate in the defense with counsel of its own choosing at its own expense.

Customer will not settle any claim in a manner that admits fault by Tylmen, imposes any obligation on Tylmen, restricts Tylmen’s business, or fails to provide a full release of the indemnified parties without Tylmen’s prior written consent. Tylmen will reasonably cooperate in the defense of any indemnifiable claim at Customer’s expense.

Term and Termination

These Terms begin when Customer first accepts these Terms, executes or accepts an Order Form, creates an Account, accesses or uses the Services, or permits Tylmen to install or operate Equipment at a Facility, and continue until terminated in accordance with this Section.

Each Order Form will remain in effect for the Subscription Term stated in that Order Form. If an Order Form does not specify a Subscription Term, the Subscription Term will begin on the effective date of the Order Form and continue for the period stated in Tylmen’s applicable quote, proposal, ordering process, or invoice. Any renewal terms will be as stated in the applicable Order Form. If an Order Form provides for automatic renewal, the Order Form will renew for the renewal period stated in that Order Form unless either party gives timely nonrenewal notice in the manner required by that Order Form.

Either party may terminate an Order Form if the other party materially breaches these Terms or the applicable Order Form and fails to cure the breach within 30 days after receiving written notice reasonably describing the breach. If the breach cannot reasonably be cured, the non-breaching party may terminate the affected Order Form upon written notice after the cure period expires.

Tylmen may suspend or limit Customer’s access to the Services, disable Accounts, suspend support, pause installation or maintenance activities, or restrict use of Equipment if Tylmen reasonably determines that Customer’s or any Authorized User’s conduct creates a security risk, safety risk, biosecurity risk, legal or regulatory risk, risk of harm to Tylmen systems, risk of unauthorized access, risk of damage to Equipment, or material risk to any person, animal, Facility, system, or third party. Tylmen will use commercially reasonable efforts to provide notice of suspension when practicable under the circumstances.

Tylmen may terminate or suspend the affected Services or Order Form immediately upon written notice if continued performance would, in Tylmen’s reasonable judgment, violate applicable law, infringe third-party rights, compromise system security, expose Tylmen or its personnel to unsafe conditions, or require Tylmen to perform work at a Facility under conditions that Tylmen reasonably determines are unsafe, inaccessible, unsanitary, or materially inconsistent with applicable site requirements.

Upon expiration or termination of an Order Form, Customer’s right to access and use the affected Services will cease, and Customer will stop using the affected Services, Equipment, Documentation, Accounts, and Output except as expressly authorized by Tylmen in writing. Customer will provide Tylmen with reasonable access to each affected Facility to inspect, disable, retrieve, remove, or confirm the status of Equipment.

Expiration or termination of one Order Form will not automatically terminate any other Order Form unless the terminating notice expressly states otherwise or continued performance under another Order Form is not commercially or legally practicable.

Termination or expiration will not relieve Customer of any obligation to pay Fees or other amounts accrued before the effective date of termination or expiration. Sections that by their nature should survive will survive, including provisions concerning payment obligations, confidentiality, intellectual property, data rights, use restrictions, warranty disclaimers, limitations of liability, indemnification, dispute resolution, governing law, notices, and general terms.

Dispute Resolution; Arbitration; Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms, any Order Form, the Services, Equipment, software, Documentation, Analytics, Output, installation, support, maintenance, or the parties’ relationship will be resolved by binding arbitration, except as expressly provided in this Section.

The arbitration will be administered by JAMS under its applicable commercial arbitration rules then in effect, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat and location of arbitration will be Chicago, Illinois, unless the parties agree otherwise in writing or the arbitrator determines that a remote proceeding is appropriate.

The arbitrator will have authority to resolve all disputes within the scope of this Section, including disputes regarding arbitrability, jurisdiction, formation, validity, interpretation, enforceability, performance, breach, termination, and remedies. The arbitrator may award any relief available to an individual party under applicable law and these Terms, but may not award relief on a class, collective, consolidated, representative, private-attorney-general, or non-individual basis.

If the class-action waiver or prohibition on non-individual proceedings in this Section is found unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed from arbitration and may proceed only in a court of competent jurisdiction, while all remaining claims and requests for relief will be arbitrated to the fullest extent permitted by law.

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction to protect intellectual property rights, Confidential Information, trade secrets, system security, Equipment, data, or unauthorized use of the Services. Seeking such relief will not be deemed a waiver of arbitration for any other claim or remedy.

The parties will maintain the confidentiality of the arbitration, including the existence of the proceeding, filings, evidence, testimony, orders, and award, except to the extent disclosure is required by law, legal process, regulatory obligation, enforcement of an award, professional obligations, or the need to prepare or present a claim or defense.

The arbitrator’s award will be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs, except as otherwise required by applicable law, the applicable arbitration rules, or an express fee-shifting provision in these Terms or an Order Form.

Governing Law and Forum

These Terms, each Order Form, and any dispute, claim, or controversy arising out of or relating to these Terms, any Order Form, the Services, Equipment, software, Documentation, Analytics, Output, installation, support, maintenance, or the parties’ relationship are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules or principles that would require application of the laws of another jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms, any Order Form, or the Services.

For any dispute, claim, or proceeding that is not subject to arbitration, or for any action to compel arbitration, enforce an arbitration award, obtain injunctive or equitable relief, or otherwise enforce rights that may be pursued in court under these Terms, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Chicago, Illinois.

Each party waives any objection to such courts based on personal jurisdiction, venue, forum non conveniens, or any similar doctrine. Nothing in this Section limits either party’s right to seek enforcement of a judgment or arbitration award in any court of competent jurisdiction.

Notices

Notices to Tylmen must be in writing and sent to:

Tylmen, Inc.

159 N. Sangamon St., 233

Chicago, IL 60607

Attention: Legal Department / Notices

Email: service@tylmen.com

Notices to Customer may be sent to the physical address, billing address, email address, administrator account, or other notice contact identified in the applicable Order Form, Customer’s Account, or Customer’s communications with Tylmen.

Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email. Notices are deemed given: (a) upon delivery if delivered personally; (b) one business day after deposit with a nationally recognized overnight courier; (c) three business days after mailing by certified or registered mail, postage prepaid; or (d) when sent by email, unless the sender receives an automated delivery-failure notice.

A party may update its notice address by giving notice in accordance with this Section. Routine operational, support, billing, security, and account communications may be provided through the Services, by email, or through other reasonable electronic means.

Changes to the Terms

Tylmen may update these Terms from time to time. If Tylmen makes material changes to these Terms, Tylmen will use commercially reasonable efforts to provide notice through the Services, by email, through Customer’s Account, or by other reasonable means.

Unless a later effective date is stated in the notice or updated Terms, updated Terms will become effective when posted or otherwise made available by Tylmen. Customer’s continued access to or use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.

Updated Terms will apply prospectively and will not materially modify the commercial terms of an active Order Form during its then-current Subscription Term unless the applicable Order Form permits the modification, Customer agrees to the modification, or the modification is required by law or reasonably necessary to address security, legal, regulatory, operational, or technical concerns.

If Customer does not agree to updated Terms, Customer must stop accessing and using the Services except to the extent otherwise permitted under an applicable Order Form.

Assignment

Customer may not assign, delegate, or transfer these Terms, any Order Form, or any rights or obligations under them without Tylmen’s prior written consent. Any attempted assignment, delegation, or transfer in violation of this Section is void.

Tylmen may assign, delegate, or transfer these Terms, any Order Form, or any rights or obligations under them without Customer’s consent in connection with a merger, acquisition, consolidation, reorganization, financing, sale of equity, sale of assets, change of control, or transfer of all or substantially all of the business or assets to which these Terms relate.

These Terms and each Order Form bind and benefit the parties and their permitted successors and assigns.

Force Majeure

Neither party will be liable for any delay or failure to perform, other than payment obligations, to the extent caused by events beyond that party’s reasonable control. Such events may include acts of God, severe weather, fire, flood, epidemic, pandemic, disease outbreak, labor dispute, supply-chain disruption, shortage of materials, utility failure, power outage, internet or telecommunications failure, cyberattack, war, terrorism, civil unrest, government action, embargo, transportation disruption, or inability to access a Facility due to circumstances outside the affected party’s reasonable control.

The affected party will use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

Export and Sanctions Compliance

Customer will not access, use, export, re-export, transfer, release, or make available the Services, Equipment, software, Documentation, technical data, or related technology in violation of applicable export control, sanctions, anti-boycott, or trade compliance laws.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and that it is not identified on any restricted-party, denied-party, or sanctions list applicable to the Services.

Customer will not permit the Services, Equipment, software, Documentation, technical data, or related technology to be used by or for the benefit of any prohibited person or for any prohibited end use, including any use involving weapons, military end uses, or other restricted applications prohibited by applicable law.

U.S. Government Use

If the Services, software, Documentation, Equipment, or related technology are acquired by or on behalf of the U.S. Government, they are provided as commercial products and commercial services developed exclusively at private expense.

The U.S. Government receives only the rights expressly granted to Customer under these Terms and the applicable Order Form. No additional rights are granted by implication, regulation, purchase order, procurement document, or otherwise unless expressly agreed by Tylmen in a written agreement signed by an authorized representative of Tylmen.

Entire Agreement

These Terms, together with all Order Forms and other documents expressly incorporated by reference, constitute the entire agreement between Tylmen and Customer regarding the Services and supersede all prior or contemporaneous agreements, proposals, negotiations, discussions, representations, and understandings regarding the same subject matter.

Customer acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly stated in these Terms, an applicable Order Form, or another written agreement signed by authorized representatives of both parties.

Severability; Waiver

If any provision of these Terms or any Order Form is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

The invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent as closely as possible. If modification is not permitted, the provision will be severed.

A party’s failure or delay in exercising any right, power, or remedy under these Terms or any Order Form will not operate as a waiver. Any waiver must be in writing and will apply only to the specific instance for which it is given.

Relationship of the Parties

Tylmen and Customer are independent contractors. These Terms and any Order Form do not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, agency relationship, or other relationship other than that of independent contracting parties.

Neither party has authority to bind the other party or incur obligations on the other party’s behalf except as expressly stated in a written agreement signed by authorized representatives of both parties.