These Terms of Service ("Terms") govern your access to and use of the MachineKeepr software and related services.
MachineKeepr is operated by Sharp Floor NC LLC, doing business as MachineKeepr ("MachineKeepr," "we," "us," or "our").
By creating an account, purchasing a subscription, or accessing or using MachineKeepr, you agree to these Terms.
If you are using MachineKeepr on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms. In that case, "you" and "Customer" refer to that organization.
1. The MachineKeepr Service
MachineKeepr provides cloud-based manufacturing operations management software intended to help businesses manage manufacturing operations, including jobs, operations, machines, scheduling, setup information, inspection information, production information, and related business records.
MachineKeepr may add, modify, replace, or discontinue features from time to time.
2. Account Registration
You must provide accurate and reasonably current information when creating an account.
You are responsible for:
- Maintaining the confidentiality of account credentials
- Maintaining accurate account information
- Controlling access to your account
- Assigning appropriate permissions to users
- Ensuring that users authorized by your organization comply with these Terms
You must notify MachineKeepr if you believe an account has been accessed without authorization.
3. User Accounts
A customer may create and manage user accounts according to the subscription plan purchased.
Users may only use MachineKeepr for authorized business purposes.
Customers are responsible for the actions of users operating under their organization.
Customers must not knowingly permit unauthorized persons to use their accounts.
4. Subscription Plans
Access to MachineKeepr requires an active subscription unless MachineKeepr expressly provides otherwise.
Subscription plans may specify limits or restrictions such as:
- Number of users
- Available features
- Subscription period
- Pricing
- Other usage limitations
The applicable subscription selected by the customer controls the customer's access to the service.
MachineKeepr may introduce new plans, modify existing plans, or discontinue plans.
5. Fees and Billing
Subscription fees are billed according to the billing period and pricing selected at checkout.
Payments are processed through third-party payment providers, including Stripe.
By purchasing a subscription, you authorize the applicable payment processor to charge the payment method associated with your subscription for recurring subscription charges and other authorized charges.
Customers are responsible for keeping payment information current.
If a payment fails, MachineKeepr may notify the customer and may suspend or restrict access if the payment remains unpaid.
6. Taxes
Subscription fees may not include applicable sales, use, excise, value-added, or other taxes.
Customers are responsible for taxes associated with their purchase or use of MachineKeepr, except taxes imposed on MachineKeepr's net income.
7. Subscription Cancellation
A customer may cancel its subscription according to the cancellation functionality provided through MachineKeepr or by contacting MachineKeepr.
Unless otherwise stated during purchase, cancellation will generally prevent renewal at the end of the current subscription period.
Cancellation does not automatically entitle the customer to a refund of fees already paid.
MachineKeepr may suspend or terminate accounts for nonpayment, violation of these Terms, abuse of the service, or other circumstances permitted by these Terms.
8. Customer Data
Customers retain ownership of the business and operational information they submit to MachineKeepr ("Customer Data").
Nothing in these Terms transfers ownership of Customer Data to MachineKeepr.
The customer grants MachineKeepr a limited, non-exclusive right to host, copy, process, transmit, display, and otherwise use Customer Data solely as reasonably necessary to:
- Provide MachineKeepr
- Store and process Customer Data
- Provide customer support
- Maintain and secure the service
- Prevent fraud and abuse
- Troubleshoot technical problems
- Improve the operation of the service
- Comply with legal obligations
9. Customer Responsibilities
Customers are responsible for:
- The accuracy of Customer Data
- The legality of Customer Data
- Obtaining required permissions to use Customer Data
- Maintaining appropriate backups of important information
- Configuring users and permissions appropriately
- Determining whether MachineKeepr satisfies the customer's operational, regulatory, contractual, or industry-specific requirements
MachineKeepr is a software tool and does not replace the customer's own manufacturing procedures, quality systems, engineering judgment, safety procedures, or regulatory obligations.
You may not use MachineKeepr to: * Violate applicable laws or regulations
* Gain unauthorized access to accounts or systems
* Circumvent security controls
* Interfere with the operation of MachineKeepr
* Introduce malware, malicious code, or other harmful material
* Attempt to access another customer's data
* Reverse engineer or decompile MachineKeepr except to the extent such restriction is prohibited by applicable law
* Copy or reproduce MachineKeepr except as expressly permitted
* Resell or sublicense MachineKeepr without written authorization
* Use MachineKeepr to develop a substantially competing service through unauthorized access or copying
* Abuse, overload, or disrupt the service
* Use the service for unlawful, fraudulent, or deceptive purposes ## 11. Intellectual Property MachineKeepr and its software, design, interfaces, documentation, trademarks, logos, and other related materials are owned by or licensed to Sharp Floor NC LLC. Except for the limited right to use MachineKeepr during an active subscription, these Terms do not grant you ownership of MachineKeepr or its underlying intellectual property. MachineKeepr, the MachineKeepr name, logos, and related branding may not be used without permission except as permitted by applicable law. ## 12. Feedback If you provide suggestions, ideas, feature requests, or other feedback concerning MachineKeepr, you grant MachineKeepr permission to use that feedback without restriction or compensation, provided that such use does not disclose your confidential Customer Data. ## 13. Confidentiality Each party may receive confidential information from the other party. The receiving party will use reasonable care to protect confidential information and will use it only for purposes related to the business relationship. Confidential information does not include information that: * Is publicly available through no fault of the receiving party
* Was already lawfully known to the receiving party
* Is independently developed without use of confidential information
* Is lawfully received from a third party without a confidentiality obligation
* Must be disclosed by law or legal process ## 14. Service Availability MachineKeepr is provided over the internet and may occasionally be unavailable because of: * Scheduled maintenance
* Emergency maintenance
* Software updates
* Infrastructure failures
* Internet or telecommunications failures
* Third-party service interruptions
* Security incidents
* Events beyond our reasonable control We will use reasonable efforts to maintain the availability of MachineKeepr, but we do not guarantee uninterrupted or error-free operation. ## 15. Third-Party Services MachineKeepr may integrate with or rely on third-party services. Examples may include payment processing, hosting, cloud infrastructure, email, authentication, analytics, or other services. Third-party services may have their own terms and privacy policies. MachineKeepr is not responsible for failures or changes to third-party services outside of MachineKeepr's reasonable control. ## 16. Manufacturing Decisions and Safety MachineKeepr is an information-management and operational software system. MachineKeepr does not independently determine whether a manufacturing operation is safe, compliant, properly configured, or suitable for a particular machine, material, process, product, or employee. Customers remain responsible for: * Manufacturing decisions
* Engineering decisions
* Machine operation
* Employee safety
* Quality requirements
* Inspection requirements
* Regulatory compliance
* Customer contractual requirements
* Production procedures MachineKeepr should not be relied upon as a substitute for qualified engineering, safety, quality, or manufacturing judgment. ## 17. Data Loss and Backups Although MachineKeepr uses reasonable measures intended to protect Customer Data, customers should maintain appropriate copies or backups of critical business information. MachineKeepr does not guarantee that Customer Data will never be lost, corrupted, altered, or unavailable. ## 18. Suspension and Termination MachineKeepr may suspend or terminate access when reasonably necessary to: * Protect the security or integrity of the service
* Prevent abuse or unauthorized access
* Address nonpayment
* Address a material violation of these Terms
* Comply with legal requirements Where reasonably practical, MachineKeepr may provide notice and an opportunity to correct the issue before termination. ## 19. Effect of Termination Upon termination, the customer's right to access MachineKeepr ends unless otherwise agreed. Customer Data may remain temporarily available following termination for purposes such as account administration, legal compliance, backups, or data export. MachineKeepr may permanently delete Customer Data after a reasonable retention period following termination. Customers should request and complete any desired data export before their account is permanently deleted. ## 20. Disclaimers TO THE MAXIMUM EXTENT PERMITTED BY LAW, MACHINEKEEPR IS PROVIDED "AS IS" AND "AS AVAILABLE." MACHINEKEEPR DISCLAIMS WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW. MACHINEKEEPR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR EVERY PARTICULAR BUSINESS OR MANUFACTURING PROCESS. ## 21. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, MACHINEKEEPR AND SHARP FLOOR NC LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING FROM OR RELATED TO THE USE OF MACHINEKEEPR. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF MACHINEKEEPR AND SHARP FLOOR NC LLC ARISING OUT OF OR RELATED TO THESE TERMS OR THE MACHINEKEEPR SERVICE WILL NOT EXCEED THE GREATER OF: 1. THE AMOUNT THE CUSTOMER PAID TO MACHINEKEEPR FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
2. $100. Nothing in these Terms limits liability that cannot legally be limited under applicable law. ## 22. Indemnification To the extent permitted by law, you agree to defend, indemnify, and hold harmless Sharp Floor NC LLC, MachineKeepr, and their officers, employees, contractors, and service providers from claims, damages, liabilities, costs, and expenses arising from: * Your violation of these Terms
* Your unauthorized use of MachineKeepr
* Your Customer Data
* Your violation of another person's rights
* Your violation of applicable law ## 23. Changes to These Terms We may update these Terms from time to time. If we make material changes, we may provide notice through MachineKeepr, email, our website, or another reasonable method. Your continued use of MachineKeepr after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by law. ## 24. Governing Law These Terms will be governed by the laws of the **State of New York**, without regard to its conflict-of-law rules, unless applicable law requires otherwise. Any dispute that cannot be resolved informally will be subject to the jurisdiction of courts located in **[Monroe County, New York]**, unless applicable law requires a different venue. ## 25. Dispute Resolution Before filing a legal claim, the parties agree to attempt in good faith to resolve the dispute by contacting the other party and providing reasonable information about the dispute. Nothing in this section prevents either party from seeking emergency injunctive or equitable relief when necessary to protect intellectual property, confidential information, security, or other rights. ## 26. Entire Agreement These Terms, together with any applicable order, subscription agreement, or other written agreement between MachineKeepr and the customer, constitute the agreement governing use of MachineKeepr. If there is a conflict between these Terms and a separately executed written agreement, the separately executed agreement will control to the extent of the conflict. ## 27. Severability If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect. ## 28. No Waiver Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision later. ## 29. Assignment You may not assign or transfer these Terms without MachineKeepr's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of your assets. MachineKeepr may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. ## 30. Contact Questions regarding these Terms may be directed to: **Sharp Floor NC LLC**
Doing business as **MachineKeepr** Email: **[[support@machinekeepr.com](mailto:support@machinekeepr.com)]** Website: **https://www.machinekeepr.com** --- By creating an account or using MachineKeepr, you acknowledge that you have read and agree to these Terms of Service.
