# JEDI On-Premises End-User License Agreement Version 1.2 · Effective October 14, 2026 This End-User License Agreement (the "Agreement") is between **Manufacturing Entropy LLC**, an Indiana limited liability company (INBiz Business ID 202609272041960), 7520 Americus Rd #2, Lafayette, IN 47905 ("ME," "we," "us"), and the company or organization that installs, activates or uses the JEDI software ("Customer," "you"). The person who accepts this Agreement represents that they have authority to bind Customer. ## 1. Acceptance You accept this Agreement, and it becomes binding, on the earliest of: (a) signing an order or quote that references it; (b) installing a JEDI license key; or (c) installing or using the Software. If you do not agree, do not install, activate or use the Software. Customer's own purchase-order terms do not apply, even if ME accepts or fills the purchase order. ## 2. Definitions - **"Software"** means the JEDI on-premises server software, its browser interface, updates ME chooses to provide, and the accompanying documentation (including README-IT.md). - **"Order"** means the ME order, quote or invoice that Customer accepts, which states the plant, site, access-point count, term and fees. "Order" includes ME's online checkout or subscription (including any payment processor ME uses). Each paid weekly charge is an Order for that week's License Key. - **"License Key"** means the signed text key ME issues for an Order. It states the licensed plant name, access-point limit, and the start and end date and time of the paid term. - **"Access Point"** means one browser on one device (for example a station, line terminal, shared screen or office PC) registered to the Software. - **"Customer Data"** means the notes, handoffs, emails, logs and other records Customer enters into the Software, and the reports the Software generates from them. - **"Site"** means the single plant location named in the Order. ## 3. What JEDI does JEDI is a plant floor-communications tool. Customer provides its written shift notes, handoffs, emails and logs, and JEDI produces red / yellow / green reports and opportunity lists for plant teams. Reports address process, not individual people. JEDI runs on Customer's own server, on Customer's network. ## 4. License grant Subject to this Agreement and payment of the fees in the Order, ME grants Customer a **non-exclusive, non-transferable, non-sublicensable**, revocable license, for the term in the Order and License Key, to install and use the Software at the Site, for Customer's internal business operations only, up to the access-point limit in the License Key. Customer may make backup copies of the Software and its data folder. All rights not expressly granted are reserved by ME. ## 5. License keys, term and renewal 5.1 **Weekly term.** Each License Key covers the paid week or weeks stated in it, seven days per paid week, from its start time to its end time. Continued use requires a new License Key for each new paid period. Fees, payment terms and any renewal pricing are as stated in the Order; ME does not set prices in this Agreement. 5.2 **Access points.** The Software enforces the access-point limit in the License Key. When the limit is reached, additional browsers cannot use the Software until an administrator releases an access point or Customer obtains a key with a higher limit. Customer may release and reassign access points (for example, after replacing a PC). A key issued as a site license has no access-point limit. 5.3 **No grace period.** When a License Key's end time passes, the Software stops generating new reports until a current License Key is installed. ME may, at its option, enable a buffer of up to 24 hours after the end time; unless ME does so in writing, there is no buffer. 5.4 **Read-only mode.** After a License Key's end time, the Software enters read-only mode until a valid renewal key is installed: saved reports remain viewable, but new reports cannot be generated. The Software also enters read-only mode if the installed key is invalid or damaged, or if the server clock is set back. Read-only mode does not delete Customer Data. 5.5 **Data access after expiry.** Customer Data remains in Customer's data folder on Customer's server at all times, including in read-only mode and after termination. Customer may copy, back up or move that folder (reports are stored as standard JSON files) at any time. ME has no technical ability to lock, remove or retrieve Customer Data. 5.6 **No trial.** The Software does not run without a valid paid License Key. 5.7 **Tuning.** When Customer moves to the $500 weekly rate, ME includes up to two hours of one-time tuning with Nathan Scalf to fit JEDI to Customer's plant. After that, if something does not fit, Customer may tell ME what is wrong and ME will work with Customer to tune it. ## 6. Restrictions Customer will not, and will not permit anyone to: - (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, scoring or report method of the Software, except to the extent applicable law expressly permits despite this restriction; - (b) modify, bypass, disable, forge or circumvent the License Key, its signature check, the access-point limit, the expiry, buffer or read-only controls, the clock check or the runtime check, or generate or share keys; - (c) copy, modify or create derivative works of the Software, except backups under Section 4; - (d) sell, resell, rent, lease, lend, sublicense, distribute, transfer, or host the Software for third parties, or use it as a service bureau or time-sharing service; - (e) use the Software at any site other than the Site, or above the licensed access-point count; - (f) use the Software or its output to build a competing product; or - (g) remove or alter any proprietary notices. ## 7. Customer Data 7.1 **Ownership.** As between the parties, Customer owns all Customer Data. 7.2 **No collection.** The Software runs entirely on Customer's server and, as shipped, makes no outbound network calls and sends no telemetry, usage data or Customer Data to ME. ME does not collect, access or receive Customer Data unless Customer chooses to send it to ME (for example, in a support request). ME will use any Customer Data Customer sends only to provide the requested support, will treat it as Customer's Confidential Information, and will delete it on request. 7.3 **Customer responsibilities.** Customer is responsible for the content of Customer Data, for having the right to enter it (including any employee-privacy notices or consents required by law or labor agreements), and for securing, backing up and controlling access to its server, network, admin password and data folder. ## 8. Ownership ME and its licensors own all right, title and interest in the Software, the License Keys, the JEDI name and the underlying methods, algorithms and documentation, including all modifications and improvements. This Agreement is a license, not a sale. If Customer gives ME feedback or suggestions, ME may use them without restriction or obligation. ## 9. Confidentiality "Confidential Information" means non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. ME's Confidential Information includes the Software, its non-public features and methods, License Keys and pricing. Customer's Confidential Information includes Customer Data. The receiving party will use the other's Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to employees and contractors who need to know it and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information if required by law, after giving prompt notice where lawful. These duties survive for 5 years after termination, and for as long as the information remains a trade secret. ## 10. Limited warranty and disclaimer 10.1 **Limited warranty and fix.** If the Software does not perform materially as described in its documentation, Customer will tell ME in writing what is wrong. ME will work on a fix and give Customer one free week to test it. If the fix still does not work for Customer, either party may end the license, and ME will not charge any further fees. This is Customer's sole remedy and ME's sole obligation for nonperformance. Fees already paid are non-refundable. 10.2 **Disclaimer.** EXCEPT AS STATED IN SECTION 10.1, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS." ME DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Reports are based only on the records Customer provides. ME does not guarantee any outcome, savings or improvement, and does not warrant that the Software will be error-free or uninterrupted. 10.3 **Safety and compliance.** JEDI is a communications and analysis aid. It is not a safety system, control system, or substitute for professional judgment, and must not be relied on for any safety-critical decision. **Customer remains solely responsible for workplace safety, equipment, operations, personnel decisions, and compliance with all laws and regulations (including OSHA and environmental rules).** ## 11. Limitation of liability 11.1 **No indirect damages.** NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCTION, OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY. 11.2 **Cap.** EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID ME UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 11.3 **Exclusions.** Sections 11.1 and 11.2 do not limit: (a) Customer's payment obligations; (b) a party's indemnity obligations under Section 12; (c) Customer's breach of Section 6 or either party's breach of Section 9; (d) infringement or misappropriation of the other party's intellectual property; or (e) liability for gross negligence, willful misconduct or fraud, or any liability that cannot be limited by law. ## 12. Indemnity 12.1 **By Customer.** Customer will defend and indemnify ME against third-party claims arising from (a) Customer Data or Customer's right to use it, (b) Customer's use of the Software in breach of this Agreement or the law, or (c) decisions or actions Customer takes based on the Software or reports, including any workplace injury or regulatory matter. 12.2 **By ME.** ME will defend and indemnify Customer against third-party claims that the Software, as delivered and used according to this Agreement, infringes a United States or Canadian patent, copyright or trademark or misappropriates a trade secret. This does not apply to claims arising from Customer Data, modifications not made by ME, combinations with items not supplied by ME, or use after ME offers a non-infringing version. If such a claim occurs or is likely, ME may modify the Software, obtain the right for Customer to continue using it, or end the license and refund the prepaid, unused fees for the current term. This Section states ME's entire liability for infringement. 12.3 **Procedure.** The indemnified party must give prompt written notice, let the indemnifying party control the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and reasonably cooperate at the indemnifying party's expense. ## 13. Term and termination 13.1 This Agreement lasts while Customer holds a valid License Key, unless terminated earlier. 13.2 Either party may terminate this Agreement if the other materially breaches it and does not cure within 30 days after written notice. ME may terminate immediately on written notice if Customer breaches Section 6 or 9, or does not pay fees within 30 days after notice of non-payment. 13.3 On termination or expiry, Customer's license to generate new reports ends. Customer may keep and export Customer Data, and may keep the Software installed in read-only mode solely to view saved reports. Customer must otherwise stop using the Software and delete or return ME's Confidential Information on request. Fees already paid are non-refundable, except as stated in Section 12.2. 13.4 Sections 6 through 9, 10.2, 10.3, 11, 12, 13.3, 13.4 and 14 through 17 survive. ## 14. Export control and government use Customer will comply with all applicable export control and sanctions laws, including the U.S. Export Administration Regulations and OFAC sanctions. Customer will not export, re-export or transfer the Software to any embargoed country or region or to any restricted or sanctioned person, and represents that it is not such a person. The Software is commercial computer software; any U.S. government use is subject to this Agreement under FAR 12.212 and DFARS 227.7202. Customer represents it is a business located in the United States or Canada, outside the Province of Quebec, unless ME agrees otherwise in writing. ## 15. Governing law and venue This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction and venue of the state courts located in Tippecanoe County, Indiana, and the federal court for the Northern District of Indiana, for any dispute arising out of this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. ## 16. Notices Notices must be in writing and are effective when delivered by hand, by nationally recognized courier, or by certified mail, return receipt requested, to the addresses below (or a new address a party gives by notice). Routine and operational notices may also be sent by email. - **To ME:** Manufacturing Entropy LLC, Attn: Nathan Scalf, Member, 7520 Americus Rd #2, Lafayette, IN 47905. Email: hello@manufacturingentropy.com - **To Customer:** the address and contact in the Order. ## 17. General - **Entire agreement.** This Agreement and the Order are the entire agreement between the parties about the Software and replace all prior or contemporaneous proposals, statements and agreements. If they conflict, the Order controls only for plant, site, access points, term and fees; this Agreement controls otherwise. - **Amendment and waiver.** Changes must be in a writing signed by both parties. A failure to enforce a provision is not a waiver. - **Assignment.** Customer may not assign this Agreement without ME's prior written consent. ME may assign it to a successor to its business. - **Severability.** If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. - **Independent parties.** The parties are independent contractors. - **Force majeure.** Neither party is liable for delays caused by events beyond its reasonable control, except payment obligations. © 2026 Manufacturing Entropy LLC. JEDI is a product of Manufacturing Entropy LLC.