Tractian 90-Day Trial Program

Eligibility is limited to industrial facilities meeting Tractian’s site and geographic availability requirements and is subject to Tractian’s approval in its sole discretion. The 90-Day Trial Program is also subject to the following additional requirements and limitations that are intended to prevent abuse and ensure fair access:

• Geographic and site restrictions: Available only in geographies supported by Tractian and only for bona fide industrial facilities meeting Tractian’s safety, access, and environmental criteria. Participation is void where prohibited by law and is subject to export control, sanctions, and trade compliance restrictions.
• Credit, compliance, and diligence: Participation may be conditioned on Tractian’s credit review, KYC/AML, sanctions screening, and verification of corporate authority. Tractian may require proof of insurance and site safety documentation.
• Capacity and scheduling: Installation and on-site services are subject to resource availability. Tractian may reschedule or delay installations for safety, readiness, or capacity reasons.
• Authority and documentation: An authorized representative must apply and execute the Definitive Documentation before Day 0 of the pilot (where “Day 0” means the date Tractian completes the initial on-site installation, as recorded by Tractian).
• Verification and determinations: Tractian may request additional information, inspect the site, and verify eligibility. Tractian’s determinations regarding eligibility, readiness, scope, and timing are final and made in its sole and absolute discretion.

Participation in the 90-Day Trial Program requires execution of the Definitive Documentation before Day 0 of the pilot. In the event of a conflict between the Definitive Documentation and these Terms with respect to the pilot, these Terms control for the pilot only (these Terms, as supplemented by the Definitive Documentation, with respect to a given pilot and during its pilot period only, the applicable “Pilot Agreement”). Upon continuation after Day 90, the Definitive Documentation (including any incorporated documents) governs in full for the remaining term thereof.

• The 90-Day Trial Program consists of a no-charge proof-of-value pilot of up to ninety (90) consecutive days within a fifteen (15)-month agreement term. The period beginning on Day 0 and concluding on Day 90 is the “pilot period”. No invoices or subscription fees will be issued for the pilot period; however, if you do not provide written notice of cancellation at any time on or before 11:59 p.m. Eastern time on Day 90 of the pilot, your agreement under the Definitive Documentation will automatically continue for the remainder of the fifteen (15)-month term, and billing will commence after the pilot for the remaining twelve (12) months at the pricing, billing frequency (e.g., monthly or annual), and payment terms described in the Definitive Documentation. If you provide timely written notice of cancellation within the pilot period, the agreement will terminate at the end of the pilot with no subscription or early termination fees owed for the pilot.
• You may cancel the 90-Day Trial Program in your sole discretion by written notice to Tractian at any point during the ninety (90)-day pilot, including on Day 90. To be effective, your written notice must clearly state your intent to cancel the 90-Day Trial Program and include your legal entity name and the pilot site. “Written notice” means delivery to the notice address or email specified in the Definitive Documentation (or through any cancellation method expressly identified in the Definitive Documentation or order documents). Your cancellation is effective when sent, provided it is addressed to an approved cancellation channel; Tractian may send informational reminders about cancellation deadlines and trial end dates as a courtesy; however, any failure to send or receive any reminder does not extend your cancellation deadline.

Customer shall pay initial on-site installation fees in such amounts (and otherwise pursuant to the terms) set forth in the Definitive Documentation. No subscription fees are charged during the pilot. Replacement costs for lost or damaged hardware, if any, are due per Section 5. If the agreement continues beyond the pilot, fees and taxes will be invoiced and payable in accordance with the Definitive Documentation.

• You acknowledge that Tractian may assess site readiness, safety, and feasibility; request additional information; and schedule installation in coordination with your team. Tractian’s determinations regarding readiness, scope, and timing are final and made in its sole discretion. Tractian will not be liable for delays resulting from site access, safety, permitting, or conditions outside its reasonable control.
• Pilot scoping is determined on a case-by-case basis and shall be reflected in the Definitive Documentation. Tractian will perform an on-site installation of a therein-agreed number of receivers and/or sensors, provide initial training, and otherwise use commercially reasonable efforts to support the pilot. Unless explicitly stated otherwise in the Definitive Documentation, no IT integration or customer network changes are required for the pilot. Standard business-hours remote support is included; on-site visits will occur as scheduled with you. Any services, hardware, or features not expressly stated in the Definitive Documentation are excluded.
• Pilot hardware is provided on a loan basis. Title remains with Tractian. Lost, stolen, or damaged hardware may be invoiced at Tractian’s then-current replacement cost. Normal wear and tear excepted. You shall not open, modify, reverse engineer, or service the hardware. Unless the Definitive Documentation states otherwise, you must return all loaned hardware within fifteen (15) days after the earlier of pilot end or cancellation, in good working order (reasonable wear and tear excepted), using traceable shipping at your expense.

By applying for or participating in the 90-Day Trial Program, you represent, warrant, covenant, and agree that: (i) you have full right, power, and authority to enter into and perform the 90-Day Trial Program and the Definitive Documentation, to provide facility access, and to grant the rights described in these Terms; (ii) your participation in the pilot and your provision of data, access, and materials will not violate any applicable law or third-party rights (including confidentiality, privacy, and intellectual property rights); (iii) you will comply with all applicable laws, site rules, and industry-standard safety protocols in connection with the pilot; (iv) you will provide safe and timely access to your pilot site facility, suitable power, mounting locations, and environmental conditions, and all required permits, passes, and escorts in connection therewith; (v) you will safeguard all loaned hardware against loss, theft, damage, and misuse, and return it promptly at the conclusion of the pilot period if and as directed by Tractian; and (vi) you will, at your sole cost and expense, indemnify, defend, and hold harmless Tractian, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your participation in, or attempted participation in, the pilot, (b) any breach or alleged breach of these Terms, or (c) Tractian’s possession or use of any materials you provide to Tractian in connection with the pilot.

During the pilot, you grant Tractian the right to collect, process, and analyze operational and telemetry data generated by the pilot hardware and software for purposes of installation, configuration, monitoring, performance analysis, support, improvement, and reporting to you. Tractian may retain and use anonymized, de-identified, and aggregated data after the pilot for lawful business purposes. You remain responsible for ensuring that any data you provide can be lawfully processed by Tractian for the pilot.

• The 90-Day Trial Program is for evaluation purposes only and is not intended to, and does not, guarantee absence of service errors, interruption, and/or downtime, complete coverage of all assets or failure modes, or any particular business outcome. Tractian will provide standard business-hours remote support and scheduled on-site services as set forth in the Definitive Documentation. The pilot and all services thereunder are provided “as is” and “as available,” and Tractian disclaims all warranties to the maximum extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. For the avoidance of doubt, no refund, rebate, or credit is owed for the pilot because no subscription fees are charged during the pilot period.
• Tractian may modify, suspend, or terminate the 90-Day Trial Program or these Terms at any time, with or without notice, provided that any modifications will not retroactively revoke your right to complete an already-installed pilot under the then-current ninety (90)-day window or your ability to cancel during that window as described in Section 3. Any new or extended pilots will be subject to the then-current version of these Terms.

To the maximum extent permitted by law, Tractian’s aggregate liability arising out of or relating to the 90-Day Trial Program will not exceed one hundred U.S. dollars (US $100). Tractian will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, business interruption, or loss of data, even if advised of the possibility of such damages, and even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; these limitations apply to the fullest extent permitted. Nothing in these Terms limits your obligation to pay replacement costs for unreturned, lost, or damaged hardware under Section 5.

The Pilot Agreement constitutes the entire agreement between you and Tractian regarding the 90-Day Trial Program and supersede all prior and contemporaneous understandings relating to the pilot. No amendment or waiver is effective unless in writing and signed by Tractian. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be valid, and the remainder will remain in effect. The Pilot Agreement governed by Georgia law, without regard to conflicts principles, and any dispute arising out of or relating to the 90-Day Trial Program will be resolved exclusively in the state or federal courts located in Atlanta, Fulton County, Georgia, and you consent to their jurisdiction and venue. You may not assign the Pilot Agreement without Tractian’s prior written consent; Tractian may assign freely. The provisions of Sections 5 through 10 of these Terms shall survive any expiration or termination of the 90-Day Trial Program or these Terms for any reason.