MILA-Y TERMS AND CONDITIONS

These Mila-Y Website Terms and Conditions (the “Terms”) govern the purchase, licensing, subscription, access, installation, configuration, commissioning, support, and use of Mila-Y. “Agreement” means these Terms together with the accepted quotation, order form, checkout record, order confirmation, statement of work, service plan, product-specific warranty, Data Notice, Data Processing Agreement, Product Use and Safety Disclaimer, and documentation incorporated by reference.

A Customer accepts the Agreement by clicking “I agree,” checking an acceptance box, signing or electronically accepting an Order, issuing a purchase order referencing it, paying an invoice that incorporates it, creating or activating an organizational account, or using the applicable Offering after receiving reasonable notice of these Terms. The individual accepting for Customer represents that the individual has authority to bind Customer. Customer purchase-order language does not modify the Agreement unless expressly accepted in a writing signed by an authorized representative of the applicable Prowinch entity.

The Offering is supplied for internal business and industrial operations, not for personal, family, or household use. The Customer must not permit use by a person who lacks the legal age, training, qualification, authorization, or site approval required for the equipment and work involved.

“Prowinch” means Prowinch LLC and, where applicable, the Regional Seller, Authorized Reseller, or Service Provider identified in an Order. Each entity is responsible only for the obligations expressly assigned to it.

“Prowinch LLC” means Prowinch LLC, 2901 NW 21st Terrace, Miami, Florida 33142, USA. Prowinch LLC owns and licenses the Mila-Y Software and ordinarily operates the Mila-Y Platform and Cloud Services.

“Regional Seller” means the Prowinch entity identified in the Order as seller of physical Hardware or provider of regional Services.

“Authorized Reseller” means an entity authorized to market, invoice, collect payment for, or provide first-line support for identified Mila-Y offerings without acquiring ownership of Mila-Y intellectual property.

“Customer” means the business, governmental body, or other legal entity purchasing, subscribing to, or using the Offering.

“Customer Administrator” means the individual authorized by Customer to create or administer its organizational account, users, machines, roles, permissions, and settings.

“Authorized User” means an operator, technician, inspector, supervisor, manager, contractor, or other individual whom Customer authorizes to access the Offering.

“Equipment-Control User” means an Authorized User specifically approved by Customer to issue machine movement or control commands.

“Order” means an accepted quotation, order form, checkout, order confirmation, statement of work, or other transaction document identifying the ordered scope.

“Hardware” means physical Mila-Y boards, controllers, enclosures, sensors, radios, accessories, and other physical components identified in the Order.

“Embedded Firmware” means object code incorporated in Hardware and necessary or intended for its operation.

“Software” means Mila-Y mobile and web applications, locally installed software, APIs, algorithms, interfaces, documentation, and related object code, excluding Embedded Firmware where the context requires.

“Cloud Services” means hosted accounts, databases, telemetry ingestion, dashboards, alerts, synchronization, storage, analytics, remote access, APIs, and other hosted services.

“Control Core” means the included Mila-Y control entitlement identified in Section 7.

The individual accepting an Order or these Terms for Customer represents that the individual is legally competent and has authority to bind Customer. A Customer Administrator may administer the account only within the authority Customer grants.

Operators, technicians, inspectors, and other Authorized Users are not required to possess authority to bind Customer merely because they use Mila-Y. Their access remains subject to the Agreement, the permissions established by Customer, and all applicable training, qualification, supervision, and safety requirements. Customer is responsible for its Authorized Users and for promptly removing access when authorization ends.

No user may treat platform access, an account role, a QR code, or possession of a device as evidence that the user is legally or operationally qualified to control equipment.

The Offering may include legally and commercially distinct components: sale of physical Hardware; license of Embedded Firmware and Software; subscription to Cloud Services or modules; and professional, installation, commissioning, training, or support Services. Each may have separate prices, activation dates, acceptance events, warranties, suspension rights, and termination effects.

If documents conflict, the following order controls for the specific subject: (1) a signed master agreement or negotiated amendment; (2) the accepted Order; (3) a statement of work or acceptance protocol; (4) a Data Processing Agreement for personal-data processing; (5) the Connected Product and Data Notice for Data Act disclosures; (6) product-specific safety documentation and warranty; and (7) these Terms. The more protective applicable safety requirement controls any safety conflict.

Unless stated otherwise, a quotation is valid for thirty calendar days. A purchase order is an offer and becomes binding only when the relevant Prowinch entity issues an order confirmation, accepts payment, or begins performance. Prowinch may correct clerical or configuration errors before shipment or activation. If a material correction is required after acceptance, Customer may accept it or cancel the affected unperformed portion for a refund of amounts paid for that portion.

Customer must provide complete and accurate machine identity, manufacturer, model, serial number, rated capacity, control voltage, power supply, wiring diagrams, control architecture, motor and brake data, communications, sensors, environment, intended functions, operating limits, safety functions, and applicable standards. Online selection tools are preliminary aids and not engineering approvals. Inaccurate, incomplete, or changed information may require a change order and schedule or price adjustment.

Upon full payment, Customer acquires title to the physical Hardware, subject to the applicable delivery term, retention-of-title rights, security interests, and mandatory law. Risk of loss transfers as stated in the Order. Purchase of Hardware does not transfer ownership of Embedded Firmware, Software, Cloud Services, algorithms, source code, designs, interfaces, database structures, documentation, trade secrets, trademarks, or other Mila-Y intellectual property.

Customer may resell or transfer fully paid Hardware only together with applicable safety documentation and subject to lawful transfer and reactivation procedures. Software accounts, subscriptions, historical data, credentials, and Customer-specific configurations do not transfer automatically. Prowinch may require identity verification, inspection, reconfiguration, deactivation of the prior account, and payment of reasonable transfer services.

7.1 Embedded Firmware license

Prowinch LLC grants Customer a non-exclusive, worldwide, non-sublicensable license to use the Embedded Firmware incorporated into fully paid Mila-Y Hardware for the useful life of that Hardware, solely to operate, maintain, diagnose, and lawfully transfer that Hardware with the connected equipment in accordance with the Agreement and documentation. This durable hardware-linked license is not conditioned on maintaining a paid Cloud Services subscription.

7.2 Included Control Core entitlement

Unless an Order expressly states otherwise, purchase of Mila-Y Hardware includes Control Core for one named Authorized User associated with that Hardware. No recurring subscription fee applies to the included Control Core entitlement. Local Control Core remains available without a paid cloud plan, subject to the installed configuration, compatible local communications, required account or device authentication, cybersecurity safeguards, lawful transfer procedures, and all safety requirements.

7.3 Term-based modules and services

Monitoring, Automation, Maintenance, additional users, premium remote-control functions, cellular or messaging connectivity, APIs, integrations, enhanced analytics, extended retention, additional storage, enterprise features, and support levels are available only during the applicable paid term where the Order or Service Plan identifies them as subscription services.

7.4 License restrictions

Except to the extent a restriction is prohibited by mandatory law, Customer must not copy, modify, translate, create derivative works from, reverse engineer, decompile, disassemble, extract source code from, bypass technical controls in, benchmark for a competing product, rent, lease, timeshare, sublicense, or commercially exploit the Software or Embedded Firmware. Customer must not use Mila-Y to develop or train a competing system, defeat safety or security controls, falsify records, or exceed licensed machines, users, sites, storage, or features.

Safe operation of the connected machine must not depend on uninterrupted internet, cloud, cellular, Wi-Fi, Bluetooth, GPS, third-party networks, or an active paid subscription. The applicable Order and product documentation must identify configuration-specific dependencies.

Prowinch will not intentionally disable independent machine safety devices or the included local Control Core solely because Customer exceeds a cloud-data allowance. Suspension may restrict accounts, hosted features, remote access, paid modules, or support, but must not be represented as a substitute for securing or de-energizing equipment.

The Order identifies the subscribed modules, machines, users, sites, data tier, retention, storage, integrations, support, activation date, initial term, billing frequency, renewal model, and fees. Unless the Order states otherwise, subscriptions are billed in advance and renew for successive twelve-month terms. Either party may prevent renewal by giving at least thirty days’ notice before the then-current term ends. Cancellation stops future renewal and does not refund the current committed term except where the Agreement or mandatory law provides otherwise.

Prowinch may change renewal pricing by giving at least sixty days’ advance notice. New pricing applies at renewal, not retroactively. Taxes, governmental charges, approved scope changes, usage purchased by Customer, and separately disclosed pass-through third-party charges may be invoiced when incurred.

Cloud usage, storage, high-frequency telemetry, SMS, cellular data, video, third-party APIs, and special integrations may be subject to stated allowances. Prowinch will disclose applicable thresholds and charges and, where technically available, provide usage visibility or threshold notices. Mila-Y-generated protocol overhead, duplicate internal processing, or retries caused solely by a Mila-Y service fault will not be billed as Customer usage.

Prices cover only items expressly listed. Unless expressly included, they exclude field wiring, panels, enclosures, additional sensors, antennas, network equipment, structural or electrical modifications, permits, third-party certifications, travel, freight, insurance, customs, duties, taxes, training, commissioning, migration, custom reports, and third-party products or services.

Invoices are due in the currency and by the date stated in the Order. Customer must pay undisputed amounts without setoff. A good-faith invoice dispute must be submitted within ten business days after receipt with the specific amount and basis. Overdue undisputed amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate, plus reasonable collection costs; statutory commercial late-payment rights remain applicable where mandatory.

Prowinch may suspend unperformed procurement, shipment, installation, support, hosted features, or paid modules for material overdue undisputed amounts after reasonable notice and an opportunity to cure. Suspension does not authorize unsafe operation and does not affect Customer’s obligation to secure equipment using independent controls and procedures.

Delivery dates are estimates unless expressly guaranteed. International delivery uses the Incoterms® 2020 rule and named place stated in the Order. Customer must promptly inspect shipments, note visible damage on the carrier receipt, preserve packaging, and report loss or damage within five business days.

Changes or cancellations require written acceptance. Customized, programmed, configured, engraved, activated, installed, special-order, or Customer-specific items are non-cancellable and non-returnable once engineering, procurement, assembly, configuration, or activation begins, except for proven nonconformity, applicable warranty rights, or mandatory law. Approved cancellations may require payment for completed work, engineering, non-cancellable commitments, restocking, storage, demobilization, and reasonable administrative costs.

Installation is included only when expressly stated. Customer must provide safe access, shutdown time, lockout/tagout coordination, qualified site personnel, current drawings, permits, suitable electrical and network infrastructure, and work outside the defined Mila-Y scope. Prowinch may stop work for unsafe conditions or scope deviations.

Customer installation must be performed by qualified personnel using current instructions. Required wiring, configuration, photographs, tests, commissioning records, and acceptance documents must be completed before Control or Automation permissions are activated. Remote assistance provided by Prowinch does not transfer responsibility for physical work, installation, commissioning, or site safety. Customer remains responsible for lockout/tagout coordination, safe access, site conditions, and the acts and omissions of onsite personnel under Customer’s direction or control.

Acceptance confirms the contracted Mila-Y scope, not the safety or compliance of the entire crane, hoist, winch, machine, structure, workplace, or production process. Unless the Order provides another protocol, the Offering is accepted when Customer signs acceptance, it substantially passes agreed tests, Customer places it into productive use, or ten business days pass after commissioning without a written reproducible material nonconformity notice. Prowinch must receive a reasonable opportunity to correct a valid nonconformity.

Control availability depends on the machine, installed configuration, communications, permissions, operating mode, and site conditions. Only Equipment-Control Users may issue movement commands, and they must maintain adequate visibility or an approved equivalent means of monitoring, communication, exclusion-zone control, and an independent means to stop the equipment.

Mila-Y is not a substitute for the machine’s required pendant, safety-rated radio control, emergency-stop circuit, limit devices, overload protection, brakes, guards, interlocks, disconnecting means, or other risk-reduction measures. Unless an entire Mila-Y stopping function is expressly designed, documented, validated, and certified as part of the machine’s safety-related control system, any application or dashboard stop command is an operational “Stop” or “Command Stop,” not an “Emergency Stop.”

MANDATORY UI REQUIREMENT Every non-safety-rated software control that requests cessation of motion must be labeled “STOP COMMAND — NOT AN EMERGENCY STOP,” or with equally clear wording in the applicable language approved by Prowinch. It must not be labeled or represented as an emergency stop.

Remote or unattended control is prohibited unless expressly enabled by the applicable configuration, supported by a documented risk assessment, lawful at the site, and implemented with required safeguards. No user may rely solely on a phone, tablet, browser, general-purpose wireless link, or cloud connection as an emergency control.

Monitoring information, dashboards, alarms, trends, predicted conditions, and sensor readings are operational aids and may be delayed, incomplete, inaccurate, duplicated, lost, or displayed out of sequence because of sensor limitations, configuration, calibration, power, communications, software, or equipment conditions. Mila-Y does not replace required direct observation, inspection, testing, calibrated instrumentation, or protective devices.

Customer must establish response procedures and alarm thresholds appropriate to its equipment and site. Receipt or absence of an alert does not determine that equipment is safe, compliant, or fit for service. If Mila-Y data conflict with physical conditions or a safety device, operation must stop and the discrepancy must be investigated by qualified personnel.

Automation permits configured and approved movement routines; it does not by itself make lifting equipment autonomous or eliminate supervision. Before production use, every routine must be risk-assessed, configured, tested under controlled conditions, validated on the actual equipment and intended path, documented, and approved in writing or through an auditable electronic workflow by Customer personnel authorized to approve production operation. Production use of an unvalidated or unapproved routine is prohibited and constitutes a material breach of the Agreement.

Customer’s validation must: (a) verify compliance with laws, standards, manufacturer instructions, site rules, and risk controls applicable to the machine and application; (b) test the complete routine on the actual equipment and intended path at controlled speed and loads appropriate to the intended use; (c) include graduated-load testing, including rated-capacity testing only where required and when performed under a lawful, documented, and approved test procedure; (d) verify endpoints, speed, acceleration, rigging, clearances, obstructions, exclusion zones, personnel exposure, structure, limits, stopping performance, communications, foreseeable faults, and recovery procedures; and (e) document results, deficiencies, corrective action, and final approval.

Customer must suspend the affected routine and revalidate it before further production use after any change that could affect safety or performance, including a change to software, Embedded Firmware, parameters, equipment, structure, load, rigging, path, sensors, network, operating environment, safety devices, limits, brakes, or fault-recovery procedures.

Where Prowinch provides commissioning or validation Services, the Order must state the scope and acceptance criteria. Customer remains responsible for conditions and changes outside that scope, control of the operating area, load and rigging, authorization, and continuing safe use.

Maintenance schedules, runtime counters, checklists, condition indicators, work orders, and digital records are administrative and diagnostic aids. They do not establish legally required inspection intervals, determine fitness for service, replace manufacturer instructions, or replace examinations by designated, qualified, competent, or authorized persons.

Customer remains responsible for identifying and complying with applicable OSHA, ASME, EN, ISO, national, local, insurer, manufacturer, and site requirements; assigning qualified personnel; preserving official records; completing overdue work; and removing equipment from service when required. Maintenance functionality may be used without Mila-Y Hardware where identified as a standalone subscription.

Safe and effective operation of Mila-Y depends on Customer maintaining suitable equipment, infrastructure, user controls, training, inspections, safeguards, and operating procedures. To the extent within Customer’s possession or control, Customer must:

• perform and document machine, task, workplace, cybersecurity, and change risk assessments;
• ensure lawful and qualified installation, commissioning, integration, validation, operation, inspection, maintenance, repair, and decommissioning;
• maintain required independent safety devices, disconnecting means, emergency procedures, guards, interlocks, brakes, limits, and overload protection;
• authorize users by role, apply least privilege, prohibit credential sharing, and promptly remove inactive or unauthorized users;
• provide legally required training, notices, supervision, personal protective equipment, exclusion zones, and site control;
• maintain accurate machine, user, configuration, load, inspection, maintenance, and contact information;
• secure networks, devices, credentials, QR codes, activation information, service accounts, and physical access to Hardware;
• install approved updates within a reasonable period after testing appropriate to the application;
• maintain independent records and continuity procedures where cloud access may be unavailable;
• stop and secure equipment following unexpected movement, loss of control, collision, abnormal brake or limit behavior, suspected overload, sensor discrepancy, cybersecurity event, injury, or property damage; and
• comply with all applicable laws, standards, manuals, warnings, permits, employer rules, and site procedures.

Customer must use unique named accounts, strong authentication where available, secure managed devices and networks, least-privilege permissions, and prompt offboarding. Shared operator credentials are prohibited unless expressly supported by a site-specific controlled authentication method that preserves legally required traceability.

Prowinch may log authentication, permissions, commands, configuration changes, alarms, support access, and security events. Suspected account compromise, unauthorized command, device tampering, malware, vulnerability exploitation, or abnormal behavior must be treated as a potential safety issue. Customer must stop and secure affected equipment, preserve relevant evidence, follow its incident plan, and notify Prowinch through the current support or security channel published for Mila-Y.

Customer may not conduct penetration testing, vulnerability scanning, or interference against production Mila-Y systems without prior written authorization. Good-faith security research must follow any published vulnerability-disclosure process.

Prowinch may provide security patches, corrections, compatibility updates, and feature releases. Prowinch may require critical updates where reasonably necessary to address a material safety, security, legal, or interoperability risk. Prowinch will communicate material restrictions of previously accessible connected-product data in connection with an update where applicable law requires.

Remote support access requires Customer authorization except for automated security, integrity, backup, and service-operation processes described in the Agreement. Support personnel will use role-appropriate access and logging. Customer must not withhold access necessary to investigate a reported defect while continuing to represent the affected function as supported.

Prowinch may modify Cloud Services during a term to improve or secure them, comply with law, or replace dependencies, provided that it does not materially reduce the core paid functionality without a reasonable substitute, notice, credit, or termination remedy appropriate to the impact.

Mila-Y may interoperate with third-party machines, sensors, radios, drives, networks, identity providers, cloud services, APIs, software, or communications. Third-party terms and availability apply. Prowinch is not responsible for a third party’s products or services except to the extent expressly included in Prowinch’s written warranty or scope. Customer must approve integrations and ensure it has necessary rights, licenses, credentials, and notices.

“Customer Data” means data, files, content, records, configurations, notes, photographs, user information, and other material submitted by or for Customer, together with product data and related service data generated through Customer’s use of connected equipment, excluding Prowinch technology and data independently generated for Prowinch’s own security, licensing, billing, or service administration.

As between the parties, Customer retains its rights in Customer Data. Customer grants Prowinch and its subprocessors a non-exclusive, worldwide, limited license to host, copy, transmit, transform, display, analyze, and otherwise process Customer Data only to provide, secure, support, maintain, bill for, and improve the Offering; comply with Customer instructions and applicable law; prevent fraud or misuse; and establish or defend legal claims. Prowinch will not use non-personal connected-product data for materially unrelated purposes unless transparently disclosed and agreed as required by applicable law.

Prowinch may create and use aggregated or de-identified information that does not reasonably identify Customer, a person, or a specific confidential facility, for reliability, security, support, benchmarking, research, and product improvement. Prowinch will not attempt to re-identify properly de-identified information except to test de-identification safeguards or as required by law.

For connected products and related services subject to Regulation (EU) 2023/2854, the applicable seller and data holder will provide the required pre-contract information through the Order, Service Plan, or Connected Product and Data Notice. That information will describe the type, format, estimated volume, continuity and real-time characteristics of generated data; on-device and remote storage; retention; access, retrieval and erasure methods; the identity and contact details of the data holder and relevant processors; intended uses; third-party sharing; trade-secret treatment; complaint rights; contract duration; and termination arrangements.

Subject to identity, authority, security, trade-secret, privacy, and legal safeguards, Prowinch will make readily available product data and related service data, together with relevant metadata, accessible to an eligible user without undue delay, free of charge to that user, in a comprehensive, structured, commonly used, machine-readable format, and continuously or in real time where required and technically feasible.

At an eligible user’s verified request, Prowinch will make qualifying data available to an authorized third party as required by applicable law. The requester must identify the data, recipient, purpose, duration, and authority. Prowinch may apply lawful safeguards for personal data, cybersecurity, confidentiality, trade secrets, safety, and protection against unauthorized or unlawful use. Nothing requires disclosure of source code, algorithms, inferred or derived information beyond applicable legal requirements, or information whose disclosure is prohibited by law.

Customer must not use data obtained under Data Act rights to develop a connected product that competes with the connected product from which the data originated or share that data with a third party for that purpose. Customer also must not use such data to derive insights about Prowinch’s economic situation, assets, or production methods where applicable law prohibits that conduct. Prowinch may use proportionate technical and organizational safeguards permitted by applicable law to preserve confidentiality and trade secrets, provided those safeguards do not improperly prevent or obstruct a user’s mandatory data-access rights.

During an active term, Customer may export available Customer Data and qualifying connected-product data using the features and formats described in the applicable Service Plan or Data Notice. Customer is responsible for exporting records it must retain independently for safety, employment, tax, insurance, regulatory, or evidentiary purposes.

After expiration or termination, Prowinch will make available a reasonable export of then-accessible Customer Data for sixty days, unless the Order provides a longer period or applicable law requires otherwise. During that period, hosted functionality may be read-only and Customer must maintain required payments for any separately agreed transition services. After the export period, Prowinch may delete or de-identify Customer Data under its retention schedule, subject to legal holds, backup cycles, security records, warranty, tax, product-safety, Data Act, privacy, and other legal obligations.

Deletion from active systems may not immediately remove data from encrypted backups; backup copies will be isolated from ordinary use and expire under the applicable rotation schedule. Prowinch may retain minimal account, transaction, command, incident, security, consent, suppression, and legal records where reasonably necessary and lawful.

The Mila-Y Privacy Policy explains processing for which Prowinch acts as controller or business. Where Customer uses Mila-Y to process personal data about its employees, contractors, operators, technicians, or other persons and Prowinch processes that data on Customer’s documented instructions, Customer is the controller or business and Prowinch LLC is the processor or service provider, subject to the applicable Data Processing Agreement.

Customer is responsible for providing required workforce and other notices, identifying a lawful basis, limiting collection and permissions, responding to individuals, and avoiding unlawful monitoring or automated employment decisions. Operational data may become personal data when linked to an identifiable user. International transfers will use an applicable lawful mechanism and safeguards where required.

Prowinch LLC and its licensors retain all right, title, and interest in Mila-Y technology, Embedded Firmware, Software, Cloud Services, documentation, designs, workflows, algorithms, interfaces, databases, models, analytics, trademarks, trade secrets, improvements, and derivative works. No implied license is granted.

If Customer provides suggestions, ideas, corrections, or feedback, Customer grants Prowinch a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use and commercialize that feedback without identifying Customer or disclosing Customer Confidential Information. Customer is not required to provide feedback.

Each party receiving non-public technical, commercial, security, operational, pricing, or business information (“Confidential Information”) will use reasonable care to protect it, use it only for the Agreement, and disclose it only to personnel, affiliates, professional advisers, and subcontractors who need to know and are bound by appropriate duties. Customer Data and non-public site, machine, production, and safety information are Customer Confidential Information. Non-public Mila-Y designs, software, security information, pricing, roadmaps, and documentation are Prowinch Confidential Information.

Confidential Information excludes information the recipient can document: is publicly available without breach; was lawfully known without restriction; is received lawfully from another source without duty; or is independently developed without use of the discloser’s information. Legally compelled disclosure is permitted if the recipient, where lawful, gives prompt notice, discloses only what is required, and reasonably assists in seeking protection.

These duties continue for five years after disclosure or termination; trade secrets remain protected for as long as they qualify as trade secrets. A separate nondisclosure agreement remains effective according to its terms and controls to the extent it provides greater protection for the same information.

Physical Hardware is covered by the written limited warranty supplied by the Hardware Seller. Unless the Order states otherwise, Prowinch warrants for ninety days after performance that professional installation and commissioning Services performed directly by Prowinch will materially conform to the agreed scope when used under documented conditions. Customer’s exclusive remedy is re-performance or, if re-performance is not commercially reasonable, refund of the fees paid for the materially nonconforming Services.

Prowinch warrants during a paid subscription term that Cloud Services will materially conform to then-current documentation under normal authorized use. Prowinch’s obligation is to use commercially reasonable efforts to correct a reproducible material nonconformity. If Prowinch cannot do so within a reasonable period, Customer may terminate the affected paid Cloud Service and receive a prorated refund of prepaid unused fees for that affected Service.

Warranties do not cover misuse, unauthorized modification, incorrect installation by others, incompatible or defective Customer equipment, neglected maintenance, abnormal environment, accident, overload, power quality, communications, third-party products, use outside documentation, or continued use after a stop-use notice.

EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROWINCH DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROWINCH DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT EVERY DEFECT OR HAZARD WILL BE DETECTED, OR THAT MILA-Y ALONE MAKES EQUIPMENT OR A WORKPLACE SAFE OR COMPLIANT.

Marketing, demonstrations, dashboards, estimates, predicted conditions, service reminders, and remote assistance are not engineering approvals, certifications, operating instructions, or guarantees of outcome. Mandatory statutory rights that cannot be excluded remain unaffected.

29.1 Customer indemnification

To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Prowinch, the applicable Prowinch entities, and each of their directors, officers, employees, agents, affiliates, licensors, distributors, resellers, and service providers (collectively, the “Prowinch Indemnified Parties”) from and against third-party claims, demands, actions, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and reasonable legal fees arising out of or relating to: (a) Customer’s or its Authorized Users’ unlawful, unsafe, unauthorized, negligent, or improper installation, configuration, integration, operation, monitoring, control, maintenance, or use of Mila-Y or connected equipment; (b) unauthorized modification, repair, bypass, combination, connection, or integration of Mila-Y; (c) Customer’s breach of the Agreement or violation of applicable law or another party’s rights; (d) Customer Data, Customer materials, specifications, instructions, content, or configurations, including claims alleging infringement, misappropriation, privacy violation, or unlawful processing; (e) Customer’s failure to provide required training, qualified personnel, supervision, safeguards, inspections, maintenance, warnings, notices, permissions, cybersecurity, exclusion-zone control, or site control; (f) bodily injury, death, or damage to tangible property arising from conditions, equipment, activities, personnel, or operations under Customer’s control; or (g) the acts or omissions of Customer, its Authorized Users, personnel, contractors, agents, or invitees. Customer has no obligation under this Section to the extent a final, non-appealable judgment determines that the relevant third-party claim was directly caused by the negligence, gross negligence, willful misconduct, or material breach of the Agreement by the Prowinch Indemnified Party seeking protection.

29.2 Indemnification procedure

The Prowinch Indemnified Party will give Customer prompt written notice of a covered claim and reasonable cooperation at Customer’s expense. Failure to give prompt notice relieves Customer of its obligations only to the extent Customer is materially prejudiced by the delay. Customer will control the defense and settlement using counsel reasonably acceptable to the Prowinch Indemnified Party. The Prowinch Indemnified Party may participate with counsel at its own expense; however, Customer will pay the reasonable cost of separate counsel if a material conflict of interest exists or Customer fails to defend the claim diligently. Customer may not settle a claim without the affected Prowinch Indemnified Party’s prior written consent if the settlement admits fault by that party, imposes any non-monetary obligation on it, fails to provide a complete and unconditional release, or could materially affect its intellectual property, safety or regulatory position, reputation, or ability to provide Mila-Y. Consent will not be unreasonably withheld, conditioned, or delayed.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCTION, USE, DATA, BUSINESS OPPORTUNITY, OR DOWNTIME, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT APPLY WHERE SUCH DAMAGES CANNOT LAWFULLY BE EXCLUDED.

For claims arising from paid Cloud Services, Prowinch’s aggregate liability will not exceed the fees paid for the affected Cloud Service during the twelve months preceding the event giving rise to the claim. For claims arising from Hardware, the applicable Hardware Seller’s aggregate liability will not exceed the purchase price paid for the affected Hardware. For claims arising from professional Services, the applicable Service Provider’s aggregate liability will not exceed the fees paid for the affected Services. If one event involves multiple components, amounts will not be duplicated and the aggregate cap will be the greatest applicable cap, not their sum.

The limitations do not apply to Customer’s payment obligations; either party’s fraud or willful misconduct; liability for death or personal injury to the extent it cannot be limited; Customer’s infringement or misappropriation of Prowinch intellectual property; obligations under Section 29; or any liability that mandatory law prohibits limiting. The parties agree that these allocations are reflected in the pricing and apply regardless of the legal theory and even if a limited remedy fails of its essential purpose.

These Terms begin upon acceptance and continue while any Order or durable license remains in effect. Either party may terminate an affected Order for material breach not cured within thirty days after written notice, or immediately if the breach is not curable, involves unlawful or imminently dangerous use, material cybersecurity risk, insolvency where permitted, or unauthorized exploitation of intellectual property.

Prowinch may suspend affected access where reasonably necessary to address a credible safety or security threat, unlawful use, material breach, or overdue undisputed payment, using notice and scope proportionate to the circumstances where practicable. Suspension will not intentionally disable independent safety systems and does not relieve Customer of securing equipment.

On termination, paid subscription rights end; Customer must stop using terminated hosted features; each party must return or protect Confidential Information; accrued payments remain due; and Sections concerning durable Embedded Firmware rights, safety, data export and retention, intellectual property, confidentiality, disclaimers, indemnity, liability, disputes, and provisions that by nature continue will survive.

Each party will comply with laws applicable to its performance. Customer is responsible for laws governing the machine, workplace, operators, monitoring, employment, radio use, cybersecurity, data, import, export, sanctions, and intended application. Customer must not use Mila-Y to increase rated capacity, speed, duty, travel, lifting height, or other machine limits.

Mila-Y must not be installed or used in explosive, flammable, corrosive, marine, food-contact, extreme-temperature, outdoor, high-pressure washdown, nuclear, medical life-support, abnormal-power-quality, or other special environments unless the complete installed configuration is expressly rated, approved, and documented for that environment. A rating applicable to one component does not establish suitability of the complete installed system.

Customer must not export, re-export, transfer, or provide access in violation of U.S., EU, UK, UN, or applicable trade controls or sanctions. Customer represents that it is not a prohibited party and will not use the Offering for prohibited end uses.

Following unexpected movement, loss of control, dropped or shifted load, collision, abnormal brake or limit behavior, suspected overload, electrical fault, sensor discrepancy, cybersecurity event, serious alarm, injury, or property damage, Customer must immediately stop and secure the affected equipment, isolate it from operation, and prevent unauthorized access. Customer must not resume operation until qualified personnel investigate, required corrective actions are completed, and the machine is formally released for service under Customer’s procedures and applicable law.

Customer must promptly report suspected Hardware defects and warranty matters to the Hardware Seller identified in the Order and must report Software, account, Cloud Services, and cybersecurity matters through the current Mila-Y support channel. To the extent lawful and safe, Customer must preserve the scene and relevant evidence, including the machine and load condition, serial number, machine identity, date and time, account and site information, logs, audit records, photographs, configuration, parameters, communications, affected components, witness information, and a factual description. Customer must not delete, overwrite, reset, repair, alter, or dispose of relevant evidence before reasonable investigation, except as necessary to protect persons or property, comply with law or an authority’s instruction, or prevent further damage; any such action must be documented.

Failure to comply with the stop, quarantine, notification, or evidence-preservation obligations in this Section is a material breach. To the extent permitted by law, Customer is responsible for additional loss, damage, investigation cost, or material prejudice caused by that failure, including continued operation after a stop-use condition. Nothing in this Section prevents emergency action necessary to protect life, health, property, or the environment.

Prowinch may update these Terms for future Orders. For an active paid subscription, a material update will take effect at renewal unless earlier effect is reasonably necessary for law, safety, cybersecurity, or a non-material administrative change. Prowinch will provide reasonable notice of a materially adverse change. A negotiated signed agreement may be changed only by signed writing.

Operational, billing, security, and service notices may be sent through the Platform, account email, or contact stated in the Order. Formal notices of breach, indemnity claim, non-renewal, or dispute must be in writing and delivered by recognized courier or email with confirmation to the notice details in the Order. Notices to Prowinch LLC may be sent to 2901 NW 21st Terrace, Miami, Florida 33142, USA, Attention: Legal, with an email copy to contact@prowinch.com. A Regional Seller’s notice address is the address stated in its Order or invoice.

The Regional Terms in Schedule C determine governing law and forum based on the contracting entity and Customer location. Mandatory laws that cannot validly be waived remain applicable. Before commencing a formal proceeding, business representatives with settlement authority will attempt in good faith for thirty days to resolve the dispute, except where urgent relief, a limitation period, safety, security, nonpayment, or protection of intellectual property requires earlier action.

The Agreement is the complete agreement for its subject and supersedes prior proposals and communications. If a provision is unenforceable, it will be enforced to the maximum lawful extent or replaced by an enforceable provision closest to its purpose, and the remainder continues. Failure to enforce is not a waiver. Headings assist navigation only.

Customer may not assign the Agreement without Prowinch’s prior written consent, except with a sale of substantially all assets relating to the Offering if the assignee is not a competitor, assumes the Agreement in writing, and passes applicable credit, security, export, and compliance review. Prowinch may assign to an affiliate or in connection with merger, restructuring, financing, or sale of the relevant business. Neither party creates a partnership, agency, employment, or fiduciary relationship.

Neither party is liable for delay caused by events beyond reasonable control, including disaster, fire, war, terrorism, epidemic, labor disruption, transport interruption, utility or network failure, cyberattack despite reasonable safeguards, supplier shortage, embargo, tariff action, or government order. The affected party will notify and mitigate. Payment for delivered items and completed work remains due.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. Electronic signatures, checkout acceptance, and electronic records are valid to the extent permitted by law. English is the controlling language unless an Order expressly designates another controlling version; mandatory local-language rights remain unaffected.

• General/legal: Mila-Y_Manager@prowinch.com
• Technical support: Mila-Y_Tech-Support@prowinch.com
• Safety or security incident reporting: Mila-Y_Safety@prowinch.com