EasieOps Terms of Service

Posted Date: September 30, 2024

Effective Date: September 30, 2024

Thanks for using Vitale Industrial Solutions LLC dba Easie (“Easie”)! Please read these Easie Terms of Service (the "Terms") carefully. They govern your access to and use of Easie’s cloud-based automation technology services, including “EasieOps”, available at soeasie.com and easieops.com after logging into your Easie Account (as defined below), Easie APIs, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Service"). “EasieOps” is a product of Easie, and the use of EasieOps is governed by this agreement with Easie.

Easie is a California LLC, and in these Terms, we will refer to ourselves as "Easie" or "we"/"us."

"You" means the entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such employer or entity.

Definitions

a. "Acceptable Use Policy" means Easie’s Acceptable Use Policy, which is incorporated into these Terms.

b. "Account Information" means information about your Easie account and information that you and your users provide to Easie in connection with (i) the creation or administration of your Easie account; or (ii) Easie’s maintenance of your Easie account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.

c. "Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

d. "Beta Release" means any alpha, beta, developmental, test, experimental, preview, or early-access releases of the Service or other Easie products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status.

e. "Customer Content" means any information, content, or materials that you submit through the Service to your Easie Account, including from Third-Party Services.

f. "DPA" means Easie’s Data Processing Addendum for processing Personal Information (as defined in the DPA).

g. "Documentation" means Easie-provided user documentation relating to the Service found in our help center, as may be updated by Easie from time to time. Documentation does not include any content published on any other site, community, or page.

h. "Excluded Claims" means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in these Terms or your breach of Section 3; and (iii) any claims that may not be capped or limited under applicable law.

i. "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the Service, a Beta Release, or any other products, services, or business of Easie.

j. "Fees" mean the fees applicable to your use of the Service in accordance with the applicable package as included in our pricing notice included in the Service or on Easie’s website or, if applicable, as set forth in an Easie order form.

k. "High-Risk Activities" means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

l. "Sensitive Personal Data" means (i) patient, medical, or other protected health information, including those regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver’s license numbers, or other government ID numbers; and (iv) special categories of personal data enumerated in the European Union General Data Protection Regulations ("GDPR").

m. "Subscription Term" means the period during which you have agreed to subscribe to the Service.

n. "Supplemental Terms" mean any additional terms presented to you at the time you sign up for or first access a Beta Release.

o. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign.

p. "Third-Party Login" means your login credentials from a supported third-party site or product which are integrated to allow you to access your Easie Account.

q. "Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.

r. "Usage Information" means analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your Easie Account and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities.

s. "Easie Account" means the account on the Service you register and open in order to access and use the Service.

t. “Easie AI Functions” mean products or features of the Service that utilize artificial intelligence, machine learning, or similar technologies.

1. Easie Account Registration

a. Account Registration and Use License: In order to access and use the Service, you must register for an Easie Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for an Easie Account and subject to these Terms, Easie will make the Service available during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.

b. Eligibility: In order to open and maintain an Easie Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.

c. Credentials: To set up and use your Easie Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Easie Account credentials. You agree to immediately notify Easie of any suspected or actual unauthorized use of your Easie Account. You agree that you will be responsible and liable for all uses of the Service under your Easie Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Easie will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Easie Account or your Third-Party Login credentials.

2. Fees; Taxes; Term and Termination

a. Fees: Some Service features may only be accessed and used after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancelable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.

b. Taxes: You are responsible for any Taxes other than Easie’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If Easie has the legal obligation to pay or collect Taxes for which you are responsible under this section, Easie will invoice you, and you will pay that amount unless you provide Easie with a valid tax exemption certificate authorized by the appropriate taxing authority.

c. Subscription Term: Your Subscription Term begins once you register for your Easie Account and is the billing cycle that you selected for your Easie Account, or if purchasing the Service by an Easie order form, then the Subscription Term listed on your order form.

d. Auto-Renewal: UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO YOUR RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, A SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN-CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered and will be subject to the then-current Fees applicable to the renewed Service.

e. Plan Changes, Cancellation, and Termination by You: You can upgrade your plan, cancel your renewal, or delete your Easie Account by following the steps outlined here. For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your Easie Account: (i) an email, chat, or phone request to cancel your Easie Account; (ii) revoking or suspending any form of payment put on record with Easie to pay your Easie Account Fees; or (iii) any cancellation or termination confirmation from a party other than Easie.

f. Termination and Suspension by Easie: We reserve the right to terminate or suspend your Easie Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your Easie Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Easie Account for cause, including (without limitation) for a violation of these Terms or the Acceptable Use Policy.

g. Effect of Termination: Once you delete your Easie Account, neither your Easie Account nor your Customer Content can be restored or recovered in any way. If you do not log in to your Easie Account or have any active automations for twenty-four (24) or more months, we reserve the right to designate your Easie Account as "inactive" and delete (or deactivate) the Easie Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

3. Your Use of the Service and Restrictions

a. Account and Use of Service: You may use your Easie Account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.

b. Prohibited Use: You shall not use or access the Service in violation of the Acceptable Use Policy. Further, you will not and will not permit anyone else to: (i) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Service or use the Service to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to Easie; (iii) copy, modify, create derivative works of or remove proprietary notices from the Service; (iv) conduct security or vulnerability tests of the Service, interfere with its operation, or circumvent its access restrictions; (v) use the Service to develop a product or Service competitive to Easie; or (vi) otherwise use the Service outside of the scope of the rights expressly granted herein.

c. No High-Risk Activities or Prohibited Sensitive Personal Data: You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data, unless explicitly agreed in writing. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.

d. Enforcement: We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Content immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.

e. Your Use of The Service to Send Communications: You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.

f. Export Controls: You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.

4. Our Security and Data Privacy Practices

a. Data Privacy: Easie’s Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.

b. Data Processing Addendum: To the extent that Easie processes any Personal Information (as defined in the DPA) contained in Customer Content subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing. To the extent that Easie processes any personal data subject to GDPR, you are the data exporter and Easie is the data importer.

c. Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure. These security measures are further described in the Annex to the DPA.

5. Terms that Apply to Your Data

a. Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Content in the Service, you hereby grant Easie a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Easie Account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.

b. Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and for any actions triggered by Customer Content on the Service, and to otherwise use, process, and/or store Customer Content on the Service used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your Easie Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service.

6. Proprietary Rights and Improving the Service

a. Easie Service: The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.

b. Improvements: Easie welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you. Notwithstanding anything to the contrary set forth herein or otherwise, (i) Easie may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop Easie products or services, including through model training, and otherwise in connection with our business; (ii) Easie may derive de-identified data sets from your Customer Content ("Derived Data") and may use such Derived Data to operate, enhance, improve, and develop Easie products or services, including through model training. You may opt out of providing Easie with such permission for Derived Data by submitting this opt-out form; and (iii) if you are a subscriber to the Company Plan or the Enterprise Plan, your Easie Account and all users on your Easie Account are automatically opted out from Derived Data sets.

c. Trademarks: EASIE, the EASIE logo, and all Easie product names are trademarks and/or service marks of Easie, and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any Easie or third-party trademark without the applicable prior written consent of Easie or the owner of the third-party trademark. You hereby grant Easie the right to identify you as a customer of Easie and to use your logos and/or trademarks for that purpose.

7. Third-Party Services

a. Links and Integrations with Third-Party Services: The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. Easie provides and/or enables such links to and integrations solely as a convenience, has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Service is at your own risk, and Easie is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your Easie Account, you are solely responsible for that Third-Party Service having access to your data, including Customer Content, and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Easie Account or Customer Content. Your use of any Third-Party Service is subject to the terms applicable to such Third-Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Service.

b. Linking to Third-Party Services: You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your Easie Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Customer Content will be transmitted to and from your Easie Account to one or more Third-Party Service(s) you’ve linked with your Easie Account. We may also share your Customer Content with a specific Third-Party Service that you linked to your Easie Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

8. Service Warranty; Indemnification

a. Service Warranty: If you are a paying subscriber to the Service, Easie warrants to you that we will provide the Service during the Subscription Term substantially as described in the Documentation under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we do not reperform such deficient Service as warranted, you may terminate your Easie Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.

b. Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND EASIE MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, EASIE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. EASIE AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICE. EASIE MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

c. Your Indemnification Obligations: You agree to defend Easie, its affiliates, directors, officers, employees, and agents (“Easie Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless Easie Indemnified Parties, and indemnify Easie Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms, or (ii) your Customer Content, or your use of Customer Content with the Service.

d. Easie’s Indemnification Obligations: If you are a paying subscriber to the Service, Easie will evaluate, on a case-by-case basis, any third-party claim, action, suit, proceeding, or demand brought against you alleging that the use of such paid Service as permitted hereunder infringes any trade secret, United States patent, copyright, or trademark right of a third party. Easie, at its discretion, may choose to defend you against such claims and will cover the costs and damages finally awarded against you by a court of competent jurisdiction if Easie determines that the claim is valid and directly related to your use of the Service as permitted under these Terms; provided that you (i) promptly give written notice thereof to Easie; (ii) give Easie sole control of the defense and settlement of the claim; and (iii) provide Easie all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Service outside the scope of these Terms or Acceptable Use Policy; (b) Customer Content; or (c) a combination of the Service with any content or other technology not provided by Easie.

If Easie reasonably believes that the Service may infringe upon a third party's intellectual property rights, Easie may, at its sole option and expense, (1) obtain a license that permits you to continue using the Service; (2) modify the Service to make the Service non-infringing without materially reducing its functionality; or (3) replace the Service with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, in Easie’s sole discretion, Easie may terminate the applicable Service and issue you a pro-rata refund of Fees for a Service not provided.

e. Sole Rights and Obligations: Without affecting either party's termination rights, this Section 8 states the parties' sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.

9. Limitation of Liability

a. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED HEREIN), NEITHER PARTY NOR THEIR LICENSORS (AND IN THE CASE OF EASIE, ANY EASIE EXTENDED TEAM) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO EASIE DURING YOUR CURRENT SUBSCRIPTION TERM.

b. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

10. Confidential Information

a. Confidential Information: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

b. Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.

c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. Additional Information about the Service

a. Administrative Controls: If your Easie Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your Customer Content, and other data contained in your Easie Account, as described in the Documentation, particularly this article.

b. Location of the Service: Easie operates or controls the operation of the Service from a cloud service located in the United States. In addition, the Service and Customer Content may be accessed, mirrored, and/or managed from various locations outside the United States.

c. Easie Extended Team: The Easie extended team, which includes our workforce and our affiliates' workforce (the "Easie Extended Team"), may assist us in exercising our rights and performing our obligations under these Terms. The Easie Extended Team does not include any Third-Party Services (defined in Section 7) or their personnel. We will be responsible for the Easie Extended Team’s compliance with our obligations under these Terms.

d. Easie AI Functions:

(i) From time to time, Easie may include Easie AI Functions as part of the Service. "Input" means all information that you submit to Easie AI Functions. "Output" means information generated and returned by Easie AI Functions based on the Input, provided, Output specifically excludes the Service, Third-Party Services, Documentation, and Usage Information. As between the parties and to the extent permitted by applicable law, Inputs and Outputs are deemed to be Customer Content. Other users providing similar Input to Easie AI Functions may receive the same or similar Output.

(ii) YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OBTAINED THROUGH USING EASIE AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON DESIGNS, WORKFLOWS/PROCESSES, OR CODE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT OBTAINED BY YOU FROM EASIE OR THROUGH EASIE AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(iii) You may not use Easie AI Functions or Output: (1) to develop foundation models or other large-scale models that compete with Easie or Easie AI Functions; (2) to mislead any person that Output from the Service was solely human-generated; (3) in a manner that violates any technical documentation, usage guidelines, or parameters; (4) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (5) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.

e. Beta Release: Easie may offer optional Beta Releases. Easie may terminate or you may cease your use of Beta Releases at any time and for any reason. Beta Releases may be inoperable, incomplete, or include features never released. Notwithstanding anything else in these Terms, Easie offers no warranty, indemnity, or support for Beta Releases. Information regarding a private Beta Release shared with you constitutes Easie’s Confidential Information under Section 10 above. Certain Beta Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Beta Release.

12. Notices

a. Easie Notice to You: Easie may provide you with notices through the Service portal or by electronic mail to your email address on record in your Easie Account. You are responsible for ensuring that your contact information is both current and accurate in your Easie Account.

b. Your Notice to Easie: If you have a dispute with Easie, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Easie at:

Vitale Industrial Solutions LLC dba Easie

600 B Street, Suite 300
San Diego, CA 92101
Attn: Legal

13. Modifications to Terms

Easie may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.

14. General

a. Jury Trial Waiver: You acknowledge that by agreeing to these Terms, you and Easie each waive the right to trial by jury.

b. Class Action and Multi-Party Action Waiver: You acknowledge and agree that you may not bring any claim against Easie as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Easie.

c. Force Majeure: Neither Easie nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

d. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

e. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.

f. No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.

g. Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

h. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable an Easie order form), which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Easie relating to the subject matter hereof.

Easie Data Processing Addendum

Last Updated: February 16, 2024

This Data Processing Addendum (“DPA”) forms part of the Terms of Service or Enterprise Agreement (in either case, the “Agreement”) entered into between Easie, Inc. (“Easie”) and you that incorporates this DPA by reference. This DPA governs the processing of Personal Information by Easie in providing the Service (as defined in the Agreement). This DPA does not apply to Personal Information once transferred from the Service to a Third-Party Service (as defined in the Agreement), as your agreement with that Third-Party Service will instead govern.

1. Definitions

1.1. “Applicable Data Protection Law” means applicable U.S. law governing the use of, access to, deletion of, or processing of Personal Information under this DPA, including, but not limited to, U.S. Data Protection Laws.

1.2. “commercial purpose”, “controller”, “processor”, “data subject”, “processing” (and “process”), “service provider”, and “supervisory authority” each have the meaning given to them in Applicable Data Protection Law, as appropriate.

1.3. “Personal Information” means personal information (as defined under Applicable Data Protection Law) that is subject to U.S. Data Protection Law and that is contained within Customer Content, for which you authorize Easie to collect and process on your behalf in connection with Easie’s provision of the Service under the Agreement.

1.4. “Security Incident” means a confirmed breach of security of the Service or Easie’s systems used to process Personal Information leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information processed by Easie. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Information, including unsuccessful login attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.

1.5. “Sensitive Information” means any Personal Information (a) revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (b) that is genetic data, biometric data processed for the purposes of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation; (c) relating to criminal convictions and offenses; and (d) any other form of Personal Information that is afforded enhanced protection under Applicable Data Protection Law.

1.6. “Subprocessor List” means Easie’s Subprocessors as identified on Easie’s Subprocessor List (available to Customer on request).

1.7. “U.S. Data Protection Laws” mean all state laws in effect in the United States of America that are applicable to the processing of Personal Information under this DPA, including, but not limited to, the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act.

2. Description of Processing

2.1. Categories of Data Subjects. As set out in Schedule 1.

2.2. Types of Personal Information. As set out in Schedule 1.

2.3. Subject-Matter and Nature of Processing. The subject-matter of processing of Personal Information by Easie is the provision of the Service to you that involves processing of Personal Information. Personal Information will be subject to those processing activities that Easie needs to perform in order to provide the Service pursuant to the Agreement.

2.4. Purpose of the Processing. Personal Information will be processed by Easie for purposes of providing the Service set out in the Agreement.

2.5. Duration of the Processing. Personal Information will be processed for the duration of the Agreement, subject to Section 11 of this DPA.

3. Processing Requirements

3.1. Easie will process Personal Information in its capacity as processor (a) for the purpose of providing and supporting the Service in accordance with the Agreement, this DPA, and any other documented lawful instructions from you (whether in written or electronic form); (b) to develop, enhance, and improve the Service as provided by the Agreement; and (c) as otherwise required by applicable law.

3.2. U.S. Data Only: You agree that no data that is subject to non-U.S. data protection laws, including but not limited to European Union (EU) General Data Protection Regulations (GDPR), will be submitted or processed through the Service. You are responsible for ensuring that all Personal Information processed through the Service is subject exclusively to U.S. Data Protection Laws. You are solely responsible for ensuring that Personal Information from EU-based data subjects or subject to European Data Protection Laws is not processed through Easie's Service.

3.3. In case Easie cannot process Personal Information in accordance with your instructions due to a legal requirement under any applicable U.S. law to which Easie is subject, Easie shall (a) promptly notify you in writing (including by e-mail) of such legal requirement before carrying out the relevant processing, to the extent permitted by the applicable law, and (b) cease all processing (other than merely storing and maintaining the security of the affected Personal Information) until you provide Easie with new instructions.

3.4. You are solely responsible for (a) the accuracy, quality, and legality of Personal Information and the means by which you acquired Personal Information; (b) complying with all necessary transparency and lawfulness requirements under Applicable Data Protection Law for the collection and use of Personal Information, including obtaining any necessary consents and authorizations; (c) ensuring you have the right to transfer, or provide access to, Personal Information to Easie for processing in accordance with the terms of the Agreement (including this DPA); and (d) ensuring that your instructions to Easie regarding the processing of Personal Information comply with applicable laws, including U.S. Data Protection Law.

3.5. You are responsible for independently determining whether the data security provided for in the Service adequately meets your obligations under U.S. Data Protection Law. You acknowledge and agree that you are solely responsible for (a) certain configurations and design decisions for the Service and (b) for implementing those configurations and design decisions in a secure manner that complies with U.S. Data Protection Law. Without limiting the foregoing, you represent, warrant, and covenant that you shall only transfer Personal Information to Easie using secure, reasonable, and appropriate mechanisms.

3.6. You acknowledge that the Service is not intended or designed for the processing of Sensitive Information, and you agree not to provide any Sensitive Information through the Service.

4. Security

Easie shall implement and maintain throughout the term of the Agreement reasonable and appropriate technical and organizational measures designed to protect Personal Information against unauthorized or accidental access, loss, alteration, disclosure, or destruction, as further described in Schedule 2 of this DPA (Technical and Organizational Measures). Easie will also provide reasonable assistance to you with conducting any legally required data protection impact assessments with respect to the processing of Personal Information by Easie (including, where necessary, subsequent consultation with relevant U.S. authorities with jurisdiction over such processing), if so required by the U.S. Data Protection Law, taking into account the nature of processing and the information available to Easie.

5. Security Incident

If Easie becomes aware of a Security Incident, Easie will (a) notify you without undue delay, and not later than 72 hours after Easie discovers the Security Incident, and (b) make reasonable efforts to identify the cause of the Security Incident, mitigate the effects, and remediate the cause to the extent within Easie’s reasonable control. Upon your request and taking into account the nature of the applicable processing, Easie will assist by providing, when available, information reasonably necessary for you to meet your Security Incident notification obligations under U.S. Data Protection Law. You acknowledge that Easie providing notification of a Security Incident is not an acknowledgment of fault or liability.

6. Confidentiality

Easie will ensure that its personnel authorized to process Personal Information are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

7. Data Subject Requests

You are responsible for handling any requests or complaints from data subjects with respect to their Personal Information processed by Easie under this DPA. If Easie receives a request from your data subject in relation to the data subject’s Personal Information processed under your Service account, Easie will notify you and advise the data subject to submit the request to you, and you will be responsible for responding to any such request.

8. Subprocessors

In providing the Service, you agree that:

8.1. Easie engages the organizations listed on the Subprocessor List (each a “Subprocessor”) to help process Personal Information on the Service.

8.2. Easie will enter into an agreement with each Subprocessor imposing data processing and protection obligations substantially the same as those set out in this DPA.

8.3. Easie will maintain a current list of its Subprocessors, including their functions and locations, as specified in the Subprocessor List.

8.4. Easie may update the Subprocessor List from time to time. In the event that Easie updates the Subprocessor List, Easie will provide notice (which may be via email, a posting, or notification on an online portal for our services, or other reasonable means).

8.5. In the event that you do not wish to consent to the use of such additional Subprocessor, you may notify Easie that you do not consent within fifteen (15) days based on reasonable data protection concerns. In such case, the parties will discuss such concerns in good faith.

8.6. If the parties are unable to reach a mutually agreeable resolution to your objection to a new Subprocessor, you, as your sole and exclusive remedy, may terminate the order for the affected Service for convenience, and Easie will refund any prepaid, unused fees for the terminated portion of the applicable subscription term for the affected Service.

9. Data Transfers

9.1. U.S. Data Only: You agree that no data transfers will be made to Easie from outside of the United States, including but not limited to EU-based data. Easie’s Service is designed to process Personal Information only within the United States, and it is your responsibility to ensure that no data governed by non-U.S. laws, including European data protection laws, is transferred into the system.

9.2. In connection with the performance of the Agreement, you authorize Easie to transfer Personal Information to and process it within the United States where Easie and its Subprocessors have operations.

10. Information

10.1. Easie shall make available its privacy and security policies and other such information necessary to demonstrate compliance with the obligations set forth in this DPA.

10.2. Upon reasonable notice and appropriate confidentiality agreements, and taking into account the nature of the applicable processing, Easie will assist you in fulfilling your obligations under U.S. Data Protection Laws to carry out a data protection impact or similar risk assessment related to your use of the Service, including, if required by U.S. Data Protection Laws, by assisting you in consultations with relevant U.S. government authorities.

10.3. If a law enforcement agency sends Easie a demand for Personal Information (e.g., a subpoena or court order), Easie will attempt to redirect the law enforcement agency to request that data directly from you. As part of this effort, Easie may provide your contact information to the law enforcement agency. If compelled to disclose Personal Information to a law enforcement agency, then Easie will give you reasonable notice of the demand to allow you to seek a protective order or other appropriate remedy, to the extent Easie is legally permitted to do so.

11. Return or Disposal

Promptly following termination of the Agreement and this DPA for any reason, Easie will destroy the Personal Information it was processing on your behalf pursuant to Easie’s provision of the Service unless U.S. Data Protection Law prevents Easie from destroying all or part of the Personal Information.

12. Modification

Notwithstanding anything to the contrary in the Agreement, Easie may periodically modify this DPA as required to comply with U.S. Data Protection Law.

13. AI-Related Processing and Use of OpenAI Models

13.1 Use of OpenAI Models: Easie uses OpenAI large language models and OpenAI large multimodal models for inferencing and processing of unstructured data using artificial intelligence (AI) as part of the Service. When you submit unstructured data for AI-related processing, OpenAI's models may be used to process such data. By using this feature of the Service, you acknowledge and agree that OpenAI's terms of service, available at OpenAI's Terms of Service, apply to the use of the AI models, and you are responsible for ensuring that your use of this feature complies with those terms.

13.2 AI Model Limitations: You acknowledge that AI models, including those provided by OpenAI, are probabilistic by nature and may generate outputs that contain inaccuracies, mistakes, or other unintended consequences. Easie makes no representations or warranties about the accuracy, reliability, or suitability of outputs generated by AI models. It is your responsibility to review and validate any AI-generated content before using it for decision-making or operational purposes.

13.3 Customer Responsibility: You remain responsible for the accuracy, quality, and legality of the data you submit to Easie for AI processing, and for determining how to use and interpret the AI-generated outputs. Easie is not liable for any damages or losses arising from the use of AI-generated outputs, and all AI-generated outputs are provided "as-is" without any warranty of any kind, express or implied.

Schedule 1: List of Parties

Data Exporter(s):

  • Name:
    You (Customer)

  • Address:
    As detailed in the communications between us from time to time.

  • Contact person’s name, position, and contact details:
    As detailed in the communications between us from time to time.

  • Activities relevant to the data transferred under these Clauses:
    Receipt of the Service.

  • Role (controller/processor):
    Controller or Processor.

Data Importer(s):

  • Name:
    Easie, Inc.

  • Address:
    600 B Street, Suite 300, San Diego, CA 92101.

  • Contact person’s name, position, and contact details:
    Easie, General Counsel
    Email: admin@soeasie.com

  • Activities relevant to the data transferred under these Clauses:
    Provision of the Service.

  • Role (controller/processor):
    Processor.

Description of Transfer

Categories of Data Subjects Whose Personal Data is Transferred:

The data exporter may submit Personal Information to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to, Personal Information relating to the following categories of data subjects:

  • Data exporter’s employees, contractors, representatives, agents, and other individuals whom data exporter permits to use the Service.

  • Data exporter’s customers, partners, users, and vendors, as applicable.

Categories of Personal Data Transferred:

The data exporter may submit Personal Information to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to, the following categories of Personal Information:

  • First and last name

  • Contact information such as email address and physical address

  • Phone number

  • IP address

  • User identifiers

  • Transaction history and usage data within the Service

Sensitive Data Transferred (if applicable) and Applied Restrictions or Safeguards:

  • None. The data exporter is prohibited from using the Service to process any Sensitive Information under the terms of the Agreement.

The Frequency of the Transfer (e.g., whether the data is transferred on a one-off or continuous basis):

  • Continuous basis.

Nature of the Processing:

  • The performance of the Service pursuant to the Agreement.

Purpose(s) of the Data Transfer and Further Processing:

  • The performance of the Service pursuant to the Agreement.

The Period for Which the Personal Data Will Be Retained, or If That Is Not Possible, the Criteria Used to Determine That Period:

  • For the duration of the Agreement.

For Transfers to (Sub-)Processors, Also Specify Subject Matter, Nature, and Duration of the Processing:

  • Subprocessors perform tasks in support of the Service and may include data hosting, infrastructure services, and other operational support. These subprocessors are listed on Easie's Subprocessor List.

Schedule 2: Technical and Organizational Measures

Easie shall implement and maintain the following technical and organizational measures to protect Personal Information:

1. Security Governance

1.1 Easie maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to:

  • Help customers secure their data processed using Easie products against accidental or unlawful loss, access, or disclosure.

  • Identify reasonably foreseeable risks to the security of Easie products.

  • Minimize security risks through regular risk assessments, testing, and implementation of security controls.

1.2 Easie's security team covers the following core functions:

  • Application security

  • Infrastructure security

  • Monitoring and incident response

  • Vulnerability management

  • Governance, risk, and compliance

  • Security awareness and training programs

2. Access Control

2.1 Preventing Unauthorized Product Access:

  • Third-party data hosting and processing: Easie hosts its Service with third-party cloud infrastructure providers. Contractual agreements and data protection programs are in place to protect the data processed or stored by these providers.

  • Authentication: Customers must authenticate before accessing their data. Easie supports two-factor authentication and Single-Sign-On (SSO) for certain account tiers.

  • Authorization: Easie’s authorization model ensures that only appropriate users have access to data based on their permissions.

2.2 Preventing Unauthorized Product Use:

  • Easie implements access controls and detection capabilities to prevent unauthorized network access.

  • Penetration testing: Easie engages recognized third-party security experts for regular penetration testing.

  • Bug bounty program: Easie encourages ethical security researchers to identify and report security vulnerabilities via its bug bounty program.

2.3 Limitations of Privilege & Authorization Requirements:

  • Only authorized personnel have access to customer data, which is restricted based on their role and necessity.

  • Easie employees are required to adhere to strict confidentiality and security policies.

3. Encryption Technologies

3.1 In-transit: All communication between customers and the Service is encrypted using HTTPS (SSL/TLS).

3.2 At-rest: Easie stores user passwords and other sensitive data using industry-standard encryption practices. All stored data is encrypted at rest.

4. Input Controls

4.1 Logging and Monitoring: Easie’s infrastructure logs extensive information about system behavior, user activity, and potential anomalies. Alerts are configured for suspected unauthorized activity.

4.2 Response and Tracking: Easie maintains a record of known security incidents and uses this information to investigate, mitigate, and prevent future incidents.

5. Data Deletion and Portability

Easie enables customers to delete their accounts and request data deletion as per the functionality of Easie products. Instructions for data deletion or export are provided within the product interface.

6. Availability Controls

6.1 Redundancy: Easie’s systems are designed to minimize downtime and prevent single points of failure by incorporating redundancy into its infrastructure.

6.2 Business Continuity: Easie has business continuity and disaster recovery systems in place, which are regularly tested to ensure prompt service restoration in the event of an incident.

7. Beta Releases: For Beta Releases, Easie will maintain reasonable and appropriate technical and organizational measures designed to protect Personal Information against unauthorized or accidental access, loss, alteration, disclosure, or destruction, including with respect to personnel, facilities, hardware, software, storage, and networks.