Mayer Textile Machine Corporation

CONNECTIVITYTERMS AND CONDITIONS 2.0
1st November 2023

These Connectivity Terms and Conditions, together with theappendices and annexes attached hereto and as may be amended(collectively, these “Connectivity Terms and Conditions”), shallgovern as to the matters set forth below as between you, theCustomer (“Customer”), and Mayer Textile Machine Corporation
sometimes doing business as KARL MAYER North America(“KMNA”), as to the Services described below. Each of Customer
and KMNA are sometimes referred to as a “Party” and, collectively,

as the “Parties.” KMNA is one of a number of companies which arecollectively referred to herein as the “KARL MAYER Group,” whichmeans, includes, and consists of KARL MAYER STOLL Textilmaschinenfabrik GmbH and all of its affiliated companies and enterprises, as well as any other companies, joint ventures or other legal
entities that are directly or indirectly controlled, through one ormore intermediaries, by KARL MAYER Holding SE & Co. KG.

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Table of Contents
1. Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Entire Agreement; Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Access to Services: License; Restrictions and Obligations. . . . . . 3
4. Connectivity Packages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. k.ey devices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Confidentiality; Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Rights to Data; Processing of Data.. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8.	Information on Solutions and k.ey devices; Quality
specifications; Product information and Labelling. . . . . . . . . . . . . 5
9. Limited Warranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. DISCLAIMER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. LIMITATION OF DAMAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. Fees and Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. Customer Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
16. KMNA’s Rights and Remedies upon Default. . . . . . . . . . . . . . . . . . . 7
17. Termination.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
18. Entire Agreement; Other Contracts; Modification. . . . . . . . . . . . . . 8
19. Waiver.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
20. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
21.	No Extension or Expansions of any Warranties or otherObligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
22. Independent Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
23. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
24. Severability.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
25. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
26. Governing Law; Exclusive Jurisdiction; Arbitration. . . . . . . . . . . . . 8
27. Limitations Period for Asserting Customer Claims. . . . . . . . . . . . . 9
28. Force Majeure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
29. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Content and scope of the Connectivity Packages .  .  .  .  .  .  .  .  .  .  .  .  .  . 91. Summary Framework Connectivity Packages. . . . . . . . . . . . . . . . . 9
2. SaaS Solution Dashboard Lite. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3. Remote Service Connection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4. Remote Set-Up and Installation Support for Connectivity . . . . . 10
Annex A: Product data sheet; k.management; Dashboard. . . . . . . . . 10
1. Dashboard – Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Specification and description of the Dashboard. . . . . . . . . . . . . . . 10
Annex B: Product data sheet: CORE Lite. . . . . . . . . . . . . . . . . . . . . . . . . 11
1. CORE Lite – Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2. Specification and description of CORE Lite. . . . . . . . . . . . . . . . . . . 11
Annex C: Hardware requirements, network requirements, andnecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1. k.ey device . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2. Special requirements:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3. Customer terminal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.	Hardware requirements and network requirements related
to the Machine and Connectivity Packages, as well as thenecessary system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Annex D: Service Level Agreement – Dashboard Lite and Remote
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.	Scope of this Service Level Agreement – Dashboard ;Relationship to the further Agreements and Conditions. . . . . . . 13
2. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3. Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4. Remote Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5. Incident Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6. Maintenance Work. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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1.	Introduction.
KMNA is making available to Customer for use in connection with
Customer’s Networkable Machines (meaning any textile machine
manufactured or provided by a KARL MAYER Group company(“Machine”) which has the practical capability of operating inconnection with the Services), various communication and support
solutions via a proprietary gateway (the “k.ey device,” as more
specifically described in Section 5 below) and a proprietary platform(“myKM.ON” ). These support solutions allow KARL MAYER Groupto collect machine use and parameter data, perform analytics ofthis data, and provide customers with information applications
using, mapping, and summarizing collected and processed data(“Solutions”). The k.ey device also enables remote access tomachines by KARL MAYER Group for diagnostic purposes. Use of
these services will be in conjunction with k.ey device(s) embeddedwith software that enables connection of Networkable Machineswith the internet and the transmission/transfer of data to theappropriate destination via myKM.ON . Customers can view the
information provided in the “Connectivity Packages” (as described in
Section 4 below and in Appendix 1 hereto) by using applications that
one or more of KARL MAYER Group developed or will develop andthat can be accessed via myKM.ON . These Connectivity Terms andConditions shall govern and regulate the rights and obligations of
Customer and KMNA in connection with the provision and use of
any of the “Services” (which means and includes the Connectivity
Packages, the Solutions, myKM.ON , the k.ey devices, any KARL
MAYER Group software solutions which are a part of or embodied
in any of (or any portion of) the other Services (the “Software”), in
connection with Networkable Machines.
2.	
a.

b.

Entire Agreement; Modification.
Customer’s acceptance of and agreement to the Connectivity
Terms and Conditions shall be conclusively presumed fromand established by any of the following (upon which KMNA
may rely): (a) Customer’s entry into any agreement, placementof any order, or receipt of any confirmation, acknowledgement,or ­invoice (each, a “Transaction Document”) which references
provision or access to or use by Customer of Connectivity
Package(s), k.ey device(s), or other Services; (b) Customer’s
acceptance or use of, or payment for all or any part of, theServices, or (c) Customer’s taking any other action or inaction
evidencing Customer’s acceptance of any of the Services.
As to the Services, these Connectivity Terms and Conditions,
together with any applicable Transaction Document (if applicable) shall constitute the complete and final agreement­between KMNA and Customer, and shall supersede any andall prior oral or written communications, representations orunderstandings between the parties concerning the subject
matter of these Connectivity Terms and Conditions. Any­irreconcilable conflict between these Connectivity Terms andConditions and any Transaction Document shall be resolvedin favor of these Connectivity Terms and Conditions. KMNA’s
acceptance of a Customer purchase order or KMNA’s provision of any Services shall not constitute acceptance of any of
Customer’s terms or conditions. Notwithstanding anything to
the contrary, (i) KMNA may, unilaterally and in its sole discretion, prospectively modify these Connectivity Terms and _Conditions, and such modifications shall be binding upon Customer, and (ii) no purported modifications or waivers of these
Connectivity Terms and Conditions by oral agreement, courseof performance, usage of trade, or any language in any document from Customer will be binding on KMNA. Any irreconcilable conflict between these Connectivity Terms and Condi-

c.

3.	
a.

b.

c.

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tions and any Transaction Document shall be resolved infavor of these Connectivity Terms and Conditions. KMNA’s
acceptance of a Customer purchase order or KMNA’s provision of any Services shall not constitute acceptance of any of
Customer’s terms or conditions.
Notwithstanding anything to the contrary, and in addition touse of “Third-Party Services” as or with the Services (discussed below), KMNA shall be free, as KMNA deems fit in its
sole discretion, to delegate any of its obligations under these
Connectivity Terms and Conditions to one or more companiesof the KARL MAYER Group, and KMNA shall in any event be
the only KARL MAYER Group entity with any responsibility
vis-à-vis Customer for any of KMNA’s obligations set forth inthese Connectivity Terms and Conditions.
Access to Services: License; Restrictions and Obligations.
Grant of Limited License. Subject to and without limiting theprovisions in these Connectivity Terms and Conditions, during
the period that Customer has a k.ey device connected, is­registered and allowed to access myKM.ON or has an active
Connectivity Package under Appendix 1 in effect, and unlessterminated earlier in accordance with these Terms and Conditions (the “Term”), KMNA hereby grants to Customer, on a
non-exclusive, non-transferable, non-assignable, revocablebasis, access to the Services solely for use by Customer inconnection with Customer’s Networkable Machines as usedwith Customer’s business.
Customer Restrictions. Except as may otherwise be provided
herein, Customer shall not itself, or through any third party(ies),(i) directly or indirectly license, distribute, resell, rent, lease,subcontract, or otherwise make available to any third party
any of the Services (including, without limitation, the Software); or (ii) decompile, disassemble, reverse engineer, or­access the source code in or for or related to any or all of theServices; or (iii) develop a product or service that (A) implements features, functions or graphics that are directly derived
from any such decompiling, disassembling, reverse engineering, or accessing of such source code and (B) is reasonably
construed to be in competition with the Services; provided,
however, that there shall be no restriction on Customer­developing a product or service that is competitive with theServices if such development is not otherwise in violation ofthis Section 3(b)(iii); (iv) use any or all of the Services (including but not limited to the Software) in a manner that is not­authorized under these Connectivity Terms and Conditionsor that constitutes a violation of any applicable law or (v)­remove, conceal or alter any identification, copyright or otherproprietary rights notices or labels on or in any k.ey device, or
any other part of the Services. In addition to any other rights
granted to KMNA in these Connectivity Terms and Conditions
or available at law or in equity, KMNA reserves the right tolimit, suspend or terminate the provision of or access to any
or all of the Services, or terminate these Connectivity Terms
and Conditions immediately upon written notice to Customer,
if Customer has engaged in or permitted any of the foregoing
restricted activities or has otherwise breached these Connectivity Terms and Conditions.
Customer Obligations. Customer shall provide all information,and shall provide and maintain the proper hardware, network,and system environment (including but not limited to remote
access, electrical and telecommunications connections andany other resources and assistance) as deemed necessary or
appropriate by KMNA to allow for proper use of the Services,

d.

e.

and Customer shall oblige its users accordingly. The hardware and network environment requirements are set forth inAppendix 1, Annex B, unless otherwise specified in these­Connectivity Terms and Conditions. For the installation andmaintenance of the k.ey devices, Customer shall grant KMNA
access to the installation site of the k.ey devices during normal business hours after giving reasonable advance notice. In
addition to all other remedies available to KMNA, if Customer
does not fully comply with its obligations in this provision,
KMNA will not be required to meet any performance obligations concerning myKM.ON until Customer has duly fulfilled
all such obligations, and Customer shall pay/reimburse
KMNA for all incurred expenses due to a breach of Customer’s
duties hereunder.
Internet Connectivity. As between the Parties, Customer issolely responsible for acquiring and maintaining internet­connectivity in order to access and use the Services, and­Customer acknowledges that problems with the internet,­including equipment, software, or network failures, impairments, or congestion may prevent, interrupt, or delay Customer’s access to the Services. Customer shall be solely responsible for ordering, installing, maintaining the proper functioningof, and paying for any communications connections at Customer’s terminals or other access devices at Customer’s sites.
In no event shall KMNA have any liability of any kind as a result of any loss or impairment of or as to internet connectivity.
Third-Party Services. “Third-Party Services” means any content, product, tool, service, or software supplied or licensed
by third parties and made available as part of or in connection
with the Services. Additional terms and conditions may apply
to Customer’s use of Third-Party Services, and Customer
shall comply with all such additional terms and conditions.
In the event of changes in the terms applicable to any such
Third-Party Services, KMNA reserves the right to terminate
access to such Third-Party Services, remove such Third-­
Party Services from the Services, modify the Third-Party­Services accessible hereunder, or add additional terms andconditions applicable to such Third-Party Services, in eachcase effective immediately upon notice being made reasonably
available to Customer. Customer acknowledges and agrees
that KMNA is not responsible for the provision, availability, or
unavailability of any Third-Party Services.

4.	

Connectivity Packages.
One of the objects of the Services, and Connectivity Packagesin particular, is to make available various Solutions that
­Customer may access and utilize in connection with its Networkable Machines. The content and scope of the available
Connectivity Packages (including the Solutions available inspecific Connectivity Packages) are set forth in Appendix 1(which appendix may be amended by KMNA in its sole discretion at any time).

5.	
a.

k.ey devices.
In order to use myKM.ON and have access to the Solutions
available within any Connectivity Package, Customer’s­Machines must be connected to the internet via a k.ey device.
KMNA will provide to Customer, on a loan basis and at no­additional charge to Customer, an appropriate number of k.ey
devices, with the number of devices provided to be determined by KMNA in its discretion, taking into account the­number, type, and use of Customer’s Networkable Machines.
KMNA may, in its sole discretion and upon reasonable notice,

b.

c.

d.

e.

6.	
a.

b.

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exchange k.ey devices for newer versions or another comparable device during the Term. Customer shall grant KMNA
­access to the affected Machines and k.ey devices during­Customer’s normal business hours.
Subject to the other provisions of these Connectivity Terms
and Conditions, KMNA grants to Customer the non-exclusive,
non-transferable, non-sublicensable and revocable right,
during the Term, to use the provided k.ey devices (including
the software embedded therein (the “k.ey device software”)
in connection with the Services.
KMNA may, at any time and in its discretion, make modifications, changes and/or adjustments to k.ey devices (including
software) and/or replace individual components thereof bymeans of remote maintenance access and/or by replacingk.ey devices, including but limited to the following: as KMNA
and/or a company of the KARL MAYER Group may be obliged
to do so on the basis of its own license and/or contractual
software agreements; if such modification or adaptation isdeemed by KMNA to be necessary or appropriate for the
maintenance of the software; or if a further development, improvement, upgrade or new release status of the k.ey device
software or individual components becomes available and
KMNA wishes to utilize the same with the k.ey device.
Customer shall accept the k.ey devices provided by KMNA
and shall promptly implement and continue their use at all
times with the operation of its Networkable Machines during
the Term. Customer shall not accept, use, or possess any k.ey
devices not provided by KMNA or another member of the
KARL MAYER Group; instead, Customer shall immediately
provide any such device to KMNA. Customer shall handle andoperate the k.ey devices provided by KMNA carefully and inaccordance with KMNA’s instructions (whether in these Connectivity Terms and Conditions, in any KARL MAYER Group
instructions or other materials regarding the use of the Services (“Documentation”), or otherwise) and with Customer’s
normal diligence (which in any event shall at least be with thediligence of a prudent merchant). If Customer does not comply
with such terms and standard of care, it shall bear, and pay/
reimburse KMNA for, all fees and expenses concerning any
inspection, repair, and/or replacement of a k.ey device, in­addition to all other remedies available to KMNA.
Confidentiality; Intellectual Property.
As used herein, “Confidential Information” means all confidential information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally
or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the natureof the information. Confidential Information of KMNA (whether
or not otherwise designated as confidential) shall include, but
is not limited to, the following: the Software; the Solutions;the functioning, layout and design of myKM.ON ; the Documentation; all information of an economic, commercial, technical or other confidential nature, including all specifications,descriptions, sketches, drawings, designs, sections, samples,data, inventions, formulae, procedures, plans, programmes,
models, findings, experience and know-how (e.g., relating to
the k.ey device); the Transmitted Data (defined below); and all
information that KMNA expressly designates as confidential.
During the Term and at all times thereafter, each Party, as a
Receiving Party, shall (i) observe complete confidentiality
with respect to Confidential Information of the Disclosing­Party; (ii) not disclose, or permit any third party or entity

c.

d.

e.

f.

­ ccess to, any Confidential Information (or any portion thereaof) of the Disclosing Party without the Disclosing Party’s priorwritten consent; (iii) not use, copy, or otherwise reproduce
any Confidential Information (or any portion thereof) of theDisclosing Party except as authorized in these Connectivity
Terms and Conditions, or as otherwise authorized by the­Disclosing Party in writing; and (iii) ensure that any users whoare hereunder permitted to and do receive access to Confidential Information are advised of the confidential and proprietary nature thereof and are prohibited from disclosing or using Confidential Information other than for the benefit of theReceiving Party in accordance with these Connectivity Terms
and Conditions. Without limiting the foregoing, each Party
shall use with the other Party’s Confidential Information thesame degree of care that it uses to protect the confidentialityof its own confidential information of like kind, but in no event
less than reasonable care.
A Receiving Party will not have any liability with respect toConfidential Information of the Disclosing Party that the Receiving Party can conclusively establish: (i) is or has become
publicly available (other than through a breach by the Receiving Party of these Terms and Conditions or other obligation ofconfidentiality); (ii) is or has become available to the Receiving
Party on a non-confidential basis, provided that the source ofsuch information was not bound by a confidentiality agreement or obligation of confidentiality with respect to such­information; (iii) is or was developed by the Receiving Party­independently and without reference to information provided
by the Disclosing Party; or (iv) is required to be disclosed bylaw or court order, provided that the Receiving Party promptly
gives the Disclosing Party advance written notice of suchcompelled disclosure (to the extent legally permitted) andreasonable assistance, at the Disclosing Party’s cost.
Customer may use the Confidential Information of KMNA only
for the authorized use of the k.ey devices, myKM.ON and
Solutions, but not for any other business purposes (such as,
but not limited to, its own platform-related projects, to develop
products similar to the k.ey devices, myKM.ON and/or­Solutions, or to promote Platform-related projects or develop
third party products similar to the k.ey devices, myKM.ON
and/or Solutions.
Both during and after the Term, Customer shall not reverse
engineer, analyze and/or reconstruct Confidential Informationof KMNA or other KARL MAYER Group company.
Intellectual Property. As between the Parties, all right, title
and interest in and to myKM.ON, Connectivity Packages,­Solutions, k.ey devices, Software, Transmitted Data (defined
below), Documentation, any other aspect of the Services, anyother materials provided in connection with any of the above,
and any Confidential Information or other proprietary information of KMNA, including the intellectual property embodied
in any of the above, shall be and remain exclusively with
KMNA, and Customer is not granted any right, title, interestin or to any of the foregoing. Customer has no right, license,
or authorization with respect to any of the same except as­expressly may be set forth in these Connectivity Terms andConditions, with all other rights in and to the same being­expressly reserved by KMNA. Customer further agrees thatwith respect to Third-Party Services, the applicable third-­
party providers, and not Customer, own all right, title, and­interest, including all intellectual property rights, in and to theThird-Party Services.

7.	
a.

b.

c.

d.

Rights to Data; Processing of Data.
Notwithstanding anything to the contrary, KMNA and all of
the KARL MAYER Group companies are and shall be entitled
to use all non-personal data received from Customer throughuse of any of the Services. Such data includes, without limitation, machine data (e.g., usage type and duration, load, condition, and status and error messages), environmental data
(e.g., temperature, humidity, and air pressure) and machinerelated network data (e.g., access, bandwidth usage, communication, and interaction); k.ey device-related data (network
information, access information, and utilization) (collectively,
the “Transmitted Data”).
Customer hereby grants to KMNA and all KARL MAYER
Group companies the worldwide, exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable rights to use,
access, process, and store all Transmitted Data, anytime andanywhere and as they each deem fit, with no restrictions as
to content, and regardless of their storage location. By way ofillustration and not limitation, Customer acknowledges andagrees that KMNA and the KARL MAYER Group companies
may: (i) access the Transmitted Data regardless of the data’s
location (Machine, k.ey device, Customer’s network, myKM.
ON, or transmission paths); (ii) evaluate Transmitted Datawith algorithms and train machine learning models; (iii) use/
disclose anonymized Transmitted Data for advertising andmarketing purposes; (iv) provide other KARL MAYER Group
companies with Transmitted Data; and (v) provide suppliers of
the KARL MAYER Group companies with Transmitted Data to
the extent that KMNA believes that their products (e.g., components, software, etc.) are or may be affected by the Transmitted Data.
Subject to its other obligations under these Connectivity
Terms and Conditions and to the extent that KMNA provides
Transmitted Data to it, Customer itself (and no one else) may
use the Transmitted Data to achieve the purposes of Customer
use described in these Terms and Conditions; provided that(i) Customer shall not transfer, provide, disclose, or otherwise
make available any Transmitted Data to anyone (including but
not limited to any competitor of KMNA) for any reason; and (ii)
Customer shall not extract or reuse content from myKM.ON
or the Solutions without KMNA’s prior express written­consent.
The servers used by the KARL MAYER Group are the subjectof commercially reasonable efforts to be secured, particularly
by firewalls. Each time KMNA uses cloud services for the­fulfilment of these Connectivity Terms and Conditions, it shalltry to confirm, as far as is commercially reasonable, that therespective cloud services use servers which are protected­according to commercially appropriate security standards.
KMNA may rely on statements regarding the safety and­performance of the respective service providers and is not­required to perform its own technical inspection. Applicabledata protection law remains unaffected by this.

8.	Information on Solutions and k.ey devices; Quality
specifications; Product information and Labelling.
Unless expressly stated otherwise in these Connectivity
Terms and Conditions, product documents, illustrations,­details of performance, weights, and dimensions only represent approximate values, and do not and shall not in any
event constitute any representation or statement of condition,­warranty, or guaranty. Any labels or markings (such as CE or
WEEE labels) on or relating to myKM.ON, the Solutions, or thepage 5 / 14

k.ey devices, as well as batch numbers or other identification
features, do not and shall not constitute representations,specifications, warranties, or guaranties of any kind, but instead are affixed on the basis of statutory provisions and/or
for purposes of regulatory compliance or general information.
Customer shall read the Documentation and product information carefully before using myKM.ON, the Solutions, and thek.ey devices, and shall exercise due care in connection withthe use of any of the same.
9.	
a.

Limited Warranty.
KMNA warrants that k.ey devices provided by KMNA in connection with the Services will be free from material defectduring the Term under normal use and service, not arisingfrom any misuse, negligence, acts, or omissions of Customer,
its agents or employees or other third parties, and subject tothe further limitations contained in these Connectivity Terms
and Conditions.

b.

Customer’s sole and exclusive remedy against KMNA arisingout of or in connection with any claimed defect in any provided
k.ey device, whether for apparent or hidden defects or otherwise, whether based upon contract, strict liability, negligenceor otherwise, and whether for personal injury, commercial
loss or other monetary loss, or otherwise, shall be, at KMNA’s
option and in KMNA’s sole discretion, (a) the reconditioning,
repair or replacement of such provided k.ey device as KMNA
determines in its sole judgment and upon inspection to be­defective, provided that Customer has given written notice to
KMNA promptly upon detection of the defect(s) claimed(along with details of such defects), or (b) the issuance toCustomer of a credit or refund of a pro rata amount of thefees paid by Customer for use of the Connectivity Packages
for the applicable billing cycle during which the defect(s)arose, as determined by KMNA in its discretion. THE LIMITEDWARRANTY IN SECTION 9.a. ABOVE IS EXPRESSLY IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. This
limited warranty applies only to Customer and shall in no
event apply to any third party. This limited warranty shallbe void if (a) Customer adds, subtracts, or replaces any components to the Services unless the same are received fromand installed by KMNA-approved personnel or otherwise­authorized by KMNA, or (b) Customer alters or modifies the­Services or any components thereof in any manner without
KMNA’s prior express written approval, or (c) Customer fails
to follow any recommended procedures or instructions in theDocumentation. Additionally, faulty assembly or faulty commissioning of the Services by Customer or third parties will
result in loss of all warranties. In cases where faulty provided
k.ey devices are sent for repair to KMNA, the cost of transport
both ways shall be borne by Customer unless otherwise­expressly agreed by KMNA in writing. A PROCEEDING FOR
BREACH OF THIS LIMITED WARRANTY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR
CAUSE HAS ACCRUED, AND IN ACCORDANCE WITH
­SECTION 26.b. BELOW.

IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUTWARRANTY OF ANY KIND, AND KMNA HEREBY EXPRESSLYDISCLAIMS, ON BEHALF OF ITSELF AND THE OTHER KARL
MAYER GROUP COMPANIES, AND ALL OF THEIR RESPECTIVE MEMBERS, STOCKHOLDERS, OFFICERS, DIRECTORS,EMPLOYEES AND AGENTS AND ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “KARL MAYER PARTIES”), ANY
AND ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIEDOR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR TITLE. NEITHER KMNA NOR ANY
OF THE KARL MAYER PARTIES REPRESENTS OR WARRANTSTHAT MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS,SOFTWARE, SERVICES, K.EY DEVICES, AND/OR DOCUMENTATION WILL BE ERROR-FREE, THAT DEFECTS, IF ANY, IN
MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES WILL BE CORRECTED, OR THAT
MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS; NOR DOES KMNA OR ANY OF
THE KARL MAYER PARTIES MAKE ANY REPRESENTATIONS
OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY,
CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF
MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES. EXCEPT AS OTHERWISE PROVIDEDHEREIN, IN THE EVENT OF ANY PROBLEM WITH MYKM.ON,
CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE,­SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THESE CONNECTIVITY TERMS AND
CONDITIONS IS LIMITED TO CEASING USE OF THE PLATFORM, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE,SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES.
11.	

10.	DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCUMENTATION, AND
THIRD-PARTY SERVICES ARE PROVIDED “AS-IS”, “WHEREpage 6 / 14

LIMITATION OF LIABILITY.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL KMNA OR ANY OF THE KARL MAYER PARTIES BE LIABLE TO CUSTOMER OR TO ANYONE ELSE FOR
ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, ARISING OUT
OF OR CAUSED BY THE USE OF MYKM.ON , CONNECTIVITY
PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR THIRD-PARTY SERVICES.
KMNA AND THE OTHER KARL MAYER PARTIES SHALL IN
NO EVENT BE LIABLE TO ANY PERSON OR FIRM (INCLUDINGANY ASSIGNEE OF CUSTOMER) EXCEPT CUSTOMER. IN NO
EVENT SHALL KMNA OR ANY OF THE KARL MAYER PARTIESBE LIABLE FOR DAMAGES DUE TO INCONVENIENCE, LOSS
OF GOODWILL, LOSS OF PROFITS, LOSS OF SALES, LOSS OF
REVENUE OR OTHER FINANCIAL LOSS OF ANY KIND, OR
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT,EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES TO OTHER PROPERTY, INCONVENIENCE, LOSS OF GOODWILL, LOSS OF
PROFITS, LOSS OF SALES, LOSS OF REVENUE OR OTHER­FINANCIAL LOSS, COST OF SHIPMENT, DOWNTIME, LOSSOF USE OR DELAY IN USE OF MACHINERY OR PRODUCTS,
OR ANY CLAIMS FOR DAMAGES TO PERSON OR PROPERTY,RESULTING IN ANY WAY FROM THE USE OF (OR OTHERWISE

RELATED IN ANY WAY TO) MYKM.ON, CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES,DOCUMENTATION AND/OR THIRD-PARTY SERVICES,WHETHER ARISING FROM BREACH OF WARRANTY,
BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER­LEGAL THEORY, WHETHER IN TORT OR CONTRACT. THE
ESSENTIAL PURPOSE OF THIS PROVISION AND THE LIMITATIONS OF WARRANTY, LIABILITY AND DAMAGES IN THISAGREEMENT IS TO LIMIT THE LIABILITY OF KMNA ARISINGOUT OF THESE CONNECTIVITY TERMS AND CONDITIONS.
THE PARTIES ACKNOWLEDGE THAT SUCH LIMITATIONSARE INTEGRAL TO THE AMOUNT OF CONSIDERATION­PROVIDED TO KMNA UNDER THESE CONNECTIVITY TERMS
AND CONDITIONS AND THAT IN THE ABSENCE OF SUCH
LIMITATIONS, SUCH CONSIDERATION WOULD OF NECESSITY
BE SET SUBSTANTIALLY HIGHER. No person is authorized togive any additional warranties on behalf of KMNA or any of
the KARL MAYER Parties or to assume for KMNA or any of
the KARL MAYER Parties any other liability in connection
herewith.
12.	

Payment. Customer shall pay all Fees and applicable taxes inaccordance with these Connectivity Terms and Conditions.
Any late payments and/or any failure by Customer to makepayments when due will be subject to KMNA’s costs of­collection, including reasonable legal fees and costs, and will
also bear interest at the rate of one and one-half percent(1.5%) per month (or part thereof) or, if lower, the highest rate
permitted by applicable law until paid. In addition to any otherrights granted to KMNA herein or available at law or in equity,
KMNA reserves the right to limit, suspend or terminate Customer’s access to and use of any of the Services or terminate
these Connectivity Terms and Conditions if Customer fails to
pay any of the Fees when due, with at least 10 days’ advance
written notice to Customer.

15.	

Customer Defaults.
Each of the following shall constitute a “Default” of Customer
under these Connectivity Terms and Conditions: (a) Customer’s
failure pay in full when due any sum due under these Connectivity Terms and Conditions; or (b) Customer’s failure to pay infull when due any sum due under any other agreement with
KMNA or with any other company of the KARL MAYER Group;or (c) Customer’s breach of any provision of these Connectivity
Terms and Conditions; or (d) Customer’s insolvency, the­commencement of any insolvency or bankruptcy proceedingor reorganization (whether voluntary or involuntary) by oragainst Customer, or the appointment of a receiver or trustee
for Customer, or any assignment for the benefit of creditors
made by Customer.

16.	

KMNA’s Rights and Remedies upon Default.
Customer shall be liable to KMNA for all expenses incurredand damages suffered by KMNA in connection with any­Default by Customer. In the event of a Default by Customer,
KMNA shall have the right, in its sole discretion and without
prejudice to any other rights or remedies available to it, to do
any one or more of the following: (a) immediately cease all
performance/provision of any and all Services and demandthat Customer return all k.ey devices and all other materials
to KMNA; (b) declare immediately due and payable all unpaid
amounts under these Connectivity Terms and Conditions; and(c) offset against the amounts due under these Connectivity
Terms and Conditions any advance payment or deposit orother funds or amounts provided by Customer to KMNA
(whether provided under these Connectivity Terms and­Conditions or otherwise) which amounts Customer shall conclusively be deemed to have forfeited to KMNA. Customer
agrees to pay all costs, fees, and expenses incurred by KMNA,
including reasonable attorneys’ fees and court costs, associated with the collection or recovery of any amounts owed by
Customer to KMNA. The remedies of KMNA provided herein
are cumulative and not alternative, and KMNA shall have theright to enforce one or more of said remedies or any otherremedy KMNA may have in whole or in part successively or
concurrently.

LIMITATION OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL KMNA OR ANY OF THE KARL­MAYER PARTIES BE LIABLE FOR ANY DAMAGES IN EXCESSOF THE FEES PAID BY CUSTOMER FOR CONNECTIVITY
PACKAGES UNDER THESE CONNECTIVITY TERMS AND
CONDITIONS IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.	Indemnification.
CUSTOMER agrees to indemnify, defend, and hold harmless
KMNA and the KARL MAYER Parties from and against any
and all damages, losses, expenses, costs (including without
limitation reasonable attorney’s and accountant’s fees),claims, suits, actions, judgments or other liability asserted
against or incurred by KMNA or any of the KARL MAYER Parties arising out of or related to: (a) Customer’s breach of its
obligations under these Connectivity Terms and Conditions,(b) Customer’s negligence or misconduct, (c) Customer’s misuse or misapplication of or damage to myKM.ON, Connectivity
Packages, Solutions, Software, k.ey devices, Third-Party­Services, and/or other aspects of the Services caused by­Customer or its employees or agents, (d) infringement or otherviolation of the intellectual property rights of KMNA or any of
the KARL MAYER Parties, and/or (e) any injury or damage ofany kind (physical or otherwise) suffered by any Technician orother person at Customer’s facilities if such injury or damage
is (i) caused in whole or in part by the negligence, gross negligence, reckless or intentional act or omission of Customer or
any of its employees, agents, representatives, or contractors;or (ii) caused by any dangerous or hazardous conditions orpractices at Customer’s facilities.
14.	
a.

b.

Fees and Payment.
Fees and Taxes. Customer shall pay to KMNA the fees for
myKM.ON, Connectivity Packages, Solutions, Software, Services, k.ey devices and/or Documentation as set forth on any
applicable Transaction Document or, if none, all of the fees set
forth in Appendix 1 associated with the applicable Connectivity
Package provided to Customer (the “Fees”). Customer shallalso pay to KMNA and be responsible for all applicable taxes
in connection with Customer’s receipt of the Services.

17.	Termination.
a.
Termination. Either Party may terminate the Term by written
notice given to the other Party if: (i) the other Party breaches
or otherwise fails to perform any provision of these Connectivity Terms and Conditions, written notice of the failure is given to the other Party, and the failure is not cured by the otherParty within ten (10) days after the giving of such notice; or (ii)page 7 / 14

b.

18.	
a.

b.

the other Party files or has filed against it a petition in bankruptcy, insolvency or other debtor relief law (which is not dismissed within thirty (30) days after it is filed), the other Party
makes an assignment for the benefit of creditors, or the otherParty becomes insolvent, or the other Party ceases to function
as a going concern or conduct its operations in the normal
course of business. The right of the non-breaching Party toterminate the Services under this provision is in addition to allother rights that are available to such Party herein or at law
or in equity.
Effect of Conclusion/Termination of Term. Upon termination
or expiration of the Term, (i) KMNA (and, as applicable, allother companies of the KARL MAYER Group) shall cease­performance/provision of any and all Services and Customer
shall cease all use of any Services (including all k.ey devices,which Customer shall immediately return to KMNA), and (ii)
except as otherwise provided herein, all of the Fees owed will
immediately become due and payable to the extent required
under these Connectivity Terms and Conditions and (iii) eachParty shall promptly return to the other Party all of the­papers, materials and other properties of the other Party.
Entire Agreement; Other Contracts; Modification.
These Connectivity Terms and Conditions (together with any
Transaction Document specifically referring to the provisionof any Services to Customer) shall constitute the entire
agreement between Customer and KMNA and the other
KARL MAYER Group companies concerning the provision and/or use of the Services, and shall supersede any and all priororal or written communications, representations or understandings between the parties concerning the same subject
matter of these Connectivity Terms and Conditions. Notwithstanding anything to the contrary, purchase, support, maintenance, and other service contracts as to any Machines and/or
any parts/components are to be addressed and entered into
separately, and are not included in the Connectivity Packages
or other Services.
Except as provided in these Connectivity Terms and Conditions regarding amendment or modification by KMNA, no
modification of these Connectivity Terms and Conditions or
waiver of any of its terms will be binding on KMNA unlessclearly expressed in writing and signed by an authorized­representative of KMNA. KMNA and Customer expressly
agree that KMNA may modify these Connectivity Terms andConditions from time to time, and such modifications shall bebinding upon Customer.

19.	Waiver.
The failure of KMNA to enforce any of the provisions of these
Connectivity Terms and Conditions shall not be construed asor constitute a waiver of KMNA’s right to enforce any or all
provisions of these Connectivity Terms and Conditions.
20.	Assignment.
Customer shall not assign or delegate any of its rights or obligations under these Connectivity Terms and Conditions without the prior written consent of KMNA, and any attempt to do
so will be ineffective and constitute a Default. These Connectivity Terms and Conditions are for the sole and exclusive
benefit of Customer, KMNA, and the other KARL MAYER­Parties and their permitted successors and assigns. Nothing
expressed or referred to in these Connectivity Terms andConditions will be construed to give any other person anyl­ egal or equitable right, remedy or claim under or with respect to these Connectivity Terms and Conditions. KMNA
shall be free to delegate any obligations under these Connectivity Terms and Conditions, including as set forth elsewherein these Connectivity Terms and Conditions.
21.	No Extension or Expansions of any Warranties or otherObligations.
Nothing in or concerning these Connectivity Terms and­Conditions or the performance hereof, and nothing in any way
concerning any of the Services, shall be deemed as creating,or extending or expanding the scope or duration of, any warranties or obligations of any kind on the part of KMNA or any­other company of the KARL MAYER Group to Customer,­including but not limited to concerning any Machines.
22.	

Independent Parties.
KMNA and Customer are independent parties and nothing inthese Connectivity Terms and Conditions shall make either
Party an agent, partner, joint venturer, or legal representativeof the other.

23.	Headings.
The section headings contained in these Connectivity Terms
and Conditions are inserted for convenience only and shallnot affect in any way the meaning or interpretation of these
Connectivity Terms and Conditions.
24.	Severability.
If any provision or part of a provision of these Connectivity
Terms and Conditions is declared invalid, illegal, or unenforceable under applicable law, the affected provision will beconsidered omitted or modified to conform to applicable law.
The validity, legality, and enforceability of all other remaining
provisions or parts of provisions will remain in full force andeffect.
25.	Survival.
All of the provisions of Sections 2, 3.b., 3.c., 3.d., 3.e., 6, 7, 8,
9.b., 10 through 16, 17.b., and 18 through 29, as well as anyother provision of these Connectivity Terms and Conditions
that by its nature is intended to survive termination or expiration of the Services in order to give effect to the intent of theParties, shall survive the expiration or termination of the­Services and remain binding upon and for the benefit of theParties (as the case may be) until fully observed, kept or­performed.
26.	
a.

b.

page 8 / 14

Governing Law; Exclusive Jurisdiction; Arbitration.
These Connectivity Terms and Conditions shall be governedby, and construed and enforced in accordance with, the lawsof the State of North Carolina, without regard to principles ofconflicts of laws.
Any dispute or claim by Customer against KMNA or by KMNA
against Customer arising out of or in connection with the­Services or these Connectivity Terms and Conditions shall beasserted exclusively in the Superior Court of Guilford County,
North Carolina, or the United States federal court for the federal district in which Greensboro, North Carolina is located.
The Parties further agree that jurisdiction and venue for any
applicable legal proceeding shall be exclusively in suchcourts, and they specifically hereby stipulate that such courts
have personal jurisdiction over them in any litigation arisingunder these Connectivity Terms and Conditions and they
waive, and agree not to assert, any motions, defenses.
­Customer expressly agrees that it shall not join as a party,or assert any claims in any such suit against, any other KARL
MAYER Group company.
27.	

28.	

Appendix 1:
Content and scope of the Connectivity Packages
1.	

Summary Framework Connectivity Packages

Cost

Limitations Period for Asserting Customer Claims.
Any claim of any kind of Customer arising out of or in connection with the Services or these Connectivity Terms and Conditions must be asserted and commenced by Customer in­accordance with Section 26 no later than one (1) year after
the accrual of such claim(s), and shall be forever barred if notdone so.
Force Majeure.
KMNA shall not be liable for any damages, delays, or performances failures or delays caused in whole or in part by accidents, breakdowns, strikes, labor disputes, lockouts, floods,
fires, explosions, war acts, acts of God, transportation difficulties, shortages or delays in delivery of materials, restrictions
imposed by law or Governmental agencies, internet or powerinterruptions, malware, spyware, virus, Trojan horse, ransomware or other similar harmful, disabling or deleterious devices
or routines, or caused by any like or different cause or contingency beyond the control of KMNA, whether such cause orcontingency happens to KMNA, or its suppliers or subcontractors.

29.	Headings.
All headings herein are inserted for convenience of reference
only and shall not modify or affect the construction or interpretation of any provision of these Connectivity Terms andConditions.

Cost per month as in provided offer and resulting confirmation.
Euro-USD exchange rate fluctuations can affect this.
Indicative cost at issue of this document:
SERVICE PACKAGE Connectivity 2.0 N for mechanicalmachines (N-drive)
USD 20.00 per machine per month
USD 240.00 per machine per year
SERVICE PACKAGE Connectivity 2.0 EL, EN, JQ for electronic
machines (EL, EN drive) or machine with jacquard
USD 50.00 per machine per month
USD 600.00 per machine per year
SERVICE PACKAGE Connectivity 2.0 ON for electronic
machines (ON drive)
USD 70.00 per machine per month
USD 840.00 per machine per month

Term

Beginning with registration of the machines on myKM.ON for
the Connectivity Packages, but no later than three (3) months
after agreement is in place.
The contract will renew tacitly for twelve (12) months eachtime if no notice of termination is given.

Termination of the Connectivity Package according to Appendix 1

The contract may be terminated through ordinary termination
at the end of any month with three (3) month notice.
Extraordinary termination without prejudice.

Invoicing

Per twelve (12) months (“Accounting Year”) (12 months).

Payment

By check, ACH or credit card, to the benefit ofMayer Textile Machine Corporation
Payment in the first year by in advance. In subsequent
Accounting Years annually after invoicing by KMNA at the
beginning of the Accounting Year; payable by due date on
invoice.

Price adjustments

KMNA may notify Customer of price adjustments four (4)weeks before the expiry of the ordinary notice period. If
Customer makes no response, the price adjustment is deemed
approved by Customer. KMNA will confirm this approval by
default
The right of KMNA to terminate the contract due to changes
remains unaffected.

Components of theConnectivity Packages

k.ey device(s), if required
SaaS solution Dashboard , in accordance with paragraph 2 ofthis Appendix 1.
Remote Service Connection, in accordance with paragraph 3 ofthis Appendix 1.
Remote Set-Up and Installation Support for Connectivity, in
accordance with paragraph 4 of this Appendix 1.

Hardware requirements, Annex B
network requirements,
and necessary system
environment

page 9 / 14

2.	
SaaS Solution Dashboard Lite
Specifications for the content and scope of the Dashboard Software-as-a-Service Solution are set out in Annex A to this Appendix
1. Service Level Specifications relating to the Dashboard are set out
in Annex D to this Appendix 1. Services under the Service Level
Agreement set out in Annex D to this Appendix 1 shall be provided
by KM.ON GmbH.
3.	

a.

b.

4.	
a.

Remote Service Connection
Customer shall follow the process below when making­warranty claims and or requesting other maintenance:• Step 1: Customer triggers a service request with KMNA via
myKM.ON. There is a “Remote Service” button on myKM.ON
for this purpose. After its activation, Customer is shown all
the Machines for which it has entered into a Connectivity
Packages agreement• Step 2: Customer generates a ticket at KMNA and confirms
the permission of the companies of the KARL MAYER Groupfor remote access to the Networked Machines concerned.
• Step 3: Customer accepts the feedback from the service-providing unit of a company of the KARL MAYER
Group. Service Level Specifications relating to the Dashboard are set out in Annex D to this Appendix 1.
The access authorization regarding Networked Machines is
not limited to KMNA. Customer grants access to its Networked Machines to each company of the KARL MAYER
Group and, to the extent necessary, to its suppliers, if any.
This access authorization is necessary to enable the right­expertise in the KARL MAYER Group to fulfil warranty claims
or maintenance orders requested by Customer.
The Remote Service Connection does not include any troubleshooting/maintenance or repair service by KMNA, but createsthe conditions for a company of the KARL MAYER Group to beable to provide Customer with the services contractually
owed by other contracts that may have been concluded (e.g.
remote instructions for troubleshooting within the scope of
the warranty or outside warranty (separate service subject toa charge).
Remote Set-Up and Installation Support for Connectivity
KMNA provides remote support for networking the Networkable Machines for which the Connectivity Packages exists.
KMNA will instruct Customer remotely on how Customer canestablish a connection of the k.ey device with the machines tobe networked and myKM.ON. Included in Remote Set-Up andInstallation Support for Connectivity is support by phone,email or chat (Microsoft Teams) by KARK MAYER representatives. KMNA is not responsible for any connections throughremote access to the Networkable Machines.

Annex A:
Product data sheet; k.management; Dashboard
This is an abstract scope of services for the “Dashboard ” Solutions,which belongs to the k.management. Whether the Solutions
described herein are available to Customer shall be determined by
the specific agreements on the content and scope of the Connectivity
Packages in Appendix 1 to this Agreement.
1.	
b.

c.
d.

e.

2.	
f.

g.

h.

i.

page 10 / 14

Dashboard – Overview
Dashboard is a cloud-based k.management Solution within
the Machine Data Visualisation Platform (“Dashboard Lite”
or “Dashboard”).
Access to the dashboard is browser-based via login throughmyKM.ON.
In principle, processed machine data from Networkable­Machines can be displayed. Details of the hardware requirements and network requirements are set out in Annex C tothis Agreement. On the opening screen of the dashboard, all
Networkable Machines that Customer has networked via thek.ey device (the “Networked Machines”) are displayed as an
overview (the “Overview Page”).
The Dashboard is available for Warp Knitting machines with
KAMCOS 1 and KAMCOS 2 control systems. Functionalities
may vary between individual Networked Machines, depending
in the control system.
Specification and description of the Dashboard
Dashboard includes the following functions:
Overview of all Networked Machines
In Dashboard, the Overview Page displays the following­machine information of all Networked Machines as live data:• Machine name as stored in the machine’s KAMCOS system• Machine status (running, stopped, or offline)• Remaining time until yarn supply on a machine is completelyused• Remaining time until completion of the piece currently in
production• Number of stops during the production of the current piece• Percentage of time that a machine was in operation during
the last 24 elapsed hours.
Filter function
Using the filter function “Machine status (running, stopped, or
offline)”, the Networked Machines can be filtered accordingly
on the Overview Page. It is also possible to filter individual
Networked Machines on the Overview Page by entering
the machine name or the serial number of a Networked­Machines.
Sorting functions
Customer can sort all Networked Machines on the Overview
Page by “Machine name A–Z”, “Next Beam Swap”, “Production
Remaining Time”, “Next Upcoming Action”, “Stops Current
Piece”, “Running / 24 hours” and “Status”.
Individual evaluation of the live data of a Networked Machine
By clicking on a specific Networked Machine on the Overview
Page, the following additional information on a specific Networked Machine can be called up as live data:• Information of the Networked Machine itself (machine type,serial number, total operating hours and version of the­KAMCOS system)• Production output for the piece currently in production(in length / time unit);j.

• Current speed of the Networked Machine in production(in revolutions / time unit – RPM);• Selected information about Customer order currently being
produced on the Networked Machine (e.g. Customer’s article
and order number; number of pieces in the order). This information must have been entered in the KAMCOS systemof a machine beforehand, and there may be limitations depending on the KAMCOS system (e.g. order data not possible
with KAMCOS 1);• Information regarding the warp beams on the Machine;• Information on fabric take-up and batching.
Statistics function
In addition, it is possible to retroactively evaluate historical
production data of an individual Networked Machine (the“Statistics Function”). The Statistics Function contains a­historical overview of the “Machine status (running, stopped,
or offline)” of a Networked Machine, whereby the following
time periods can be selected:• Last hour• Last 8 hours• Last 24 hours• Last Week• Customized

2.4

2.5

2.6

Annex B:
Product data sheet: CORE Lite
Preliminary remarks: What follows is an abstract scope of services
for the “CORE Lite” Solution. Whether the Solution described herein
are available to the customer shall be determined by the specificagreements on the content and scope of the KMNA Connectivity
Packages.
1.	
1.1
1.2
1.3

CORE Lite – Overview
Core Lite is a cloud-based Solution for creating, importing andediting patterns for use on KAMCOS machines.
Access to the CORE Lite is browser-based via login throughthe customer portal myKM.ON
By default CORE Lite can be used to created patterns for­KAMCOS2 CONNECT machines. Additionally download of
kmo files for supported KAMCOS1 machines is possible uponrequest.

2.	
Specification and description of CORE Lite
CORE Lite includes the following functions:
2.1 Overview of all available patterns inside the KM-Cloud
The Overview Page displays all patterns with the following­information.
• Machine type name as stored in the respective KAMCOS
system• Gauge of the pattern• Length of the pattern• Last change in CORE Lite• “Last release” to the KM-Cloud• “MC Download” last time a pattern is downloaded to a­machine
2.2 Filter function
By using the filter function “Name, “Machine type”, “Gauge” or“Length”, the available patterns can be filtered accordingly on
the Overview Page.
2.3 Sorting functions
Available patterns can be sorted on the Overview Page by“Name”, “Machine type”, “Gauge”, “Length”, “Last Change”,“Last Release”, “MC Download”

2.7.

page 11 / 14

Creating new patterns• Using the “New Article” button, a new pattern for an available machine type can be created. Name, Length, Machinetype and Machine Gauge must be specified.
• Using the “Upload” button, an existing “kmo” or “mc” filecan be uploaded to CORE Lite and will create a new pattern.
If the machine type included in the “kmo” / “mc” file is notavailable to the customer, a matching machine type must
be selected.
• Existing patterns can be duplicated using the “Duplicate”
symbol.
Deleting Patterns
Patterns can be deleted by clicking on the “Trash can”. This
will delete the pattern in the KM-Cloud too, if previously­released.
Editing patterns
Patterns can be edited by clicking on the name of the pattern.
Editing functionalities include:• Lapping values• Length of the pattern• Machine type• Machine gauge• Up to 5 repeat layers for chain links• Duplicating repeats or chain links• Copy/Paste of repeats or chain links• Deleting of repeats or chain links• “Mirror” function – create the reversed lapping of a bar• Third chain link for supported machines• Correction factors for supported machines• Offset• Align all bars (using “Jump” or double click)• “Expand” view area of chain links and lapping drawing byhiding UI elements• Validation of entered lapping data against the mechanicalconfiguration of the machine• The “status” icon will show if the pattern is invalid (“red”),
contains warning (“yellow”) or neither. More information isavailable by clicking on the status icon.
• Information window about the recommended maximal“Chain link”, “Shog” and “Overlap” values for each bar, as
well as the possible mechanical maximum values.
• “Settings”: By clicking on the gear icon inside a pattern,
the following editing features are accessible:– Creating TakeUp values– Creating RunIn values– Editing TakeUp values– Editing RunIn values– Sequential creation and editing of these values is available
for supported machine types– Importing TakeUp and RunIn values from a specific­machine– Overriding the stored TakeUp and RunIn values inside the
KM-Cloud for a specific machine or default values– Adding a written comment to the pattern
Lapping diagram
Inside a pattern, a simple lapping diagram can be displayedby clicking on the small yarn icon on the right side. This willshow one thread for each bar.
Display of threads can be turned off and on for each bar individually. Double clicking on a needle will align all bars to thisposition. Inside the lapping drawing navigation is possible­using drag-features, the “JUMP” feature and the “+”, “-“, andthe “Home” button.

2.8

Help and documentation
A help feature is available inside a pattern by clicking on thegreen “?” in the top right corner. This will show help texts forindividual elements of the UI.
2.9 Releasing patterns to the KM-Cloud
By clicking the small arrow symbol, located on the Overview
page and inside each pattern, the pattern can be transferredto the KM-Cloud. The pattern can be sent to all machines or
only specific machines, selected by KM serial numbers.

b.

Annex C:
Hardware requirements, network requirements, and necessary
system environment
1.	

k.ey device
myKM.ON requires a properly connected and functioning k.ey
device in order to interact with Networkable Machines.
To the k.ey device:i. Technical data k.ey device:
1.	Dimensions and weight:
Dimension: 180 x 134 x 50 mm
Weight: approx. 1.0 kg
2.	Operating conditions:
The installation location of the k.ey device must be
chosen so that it is operated under typical IT hardware
conditions. This particularly concerns the following­requirements:
Operating temperature: 0–40 degrees Celsius;
Relative humidity: 10–90% at 39 degrees Celsius(non-condensing).
ii. Network requirements
The trouble-free operation of the k.ey device requires that
Customer maintain the following minimum requirements onsite continuously (24/7) and provides the hardware components required for this purpose, which are not included in thescope of delivery of the k.ey device, at its own expense
1. General requirements (LAN and WLAN):• CAT-5e cable (or higher category);• Machine network (LAN), Ethernet recommended, Wi-Fi
optional;• Internet router / internet connection;• Configure the firewall to reach the required hosts/ports.
The software required for this is currently available in
the Quick Start Guide;• DNS server;• IP address range (LAN and WLAN);• Recommended: Static IP address assignment for k.ey
device and Machines to be networked.

Special requirements:
Depending on the type of networking chosen, Customer mustalso meet the following requirements.
a.	Networking via LAN connection (recommended by KARL
MAYER):• Access to the internet via LAN 1 (WITH network separation)or LAN 3 (WITHOUT network separation) in the k.ey device
permanent access to the internet via LAN 3;• Access to the Machine network via LAN 1 (with network­separation) or LAN 3 (without network separation);• Unrestricted internet access of the k.ey device with a bandwidth of at least 10 Mbit/s.
• Network cable:• LAN cable from machines to switch;

c.

d.

e.

f.

2.	

3.	

• LAN cable between switch and k.ey device;• LAN cable from the k.ey device to the internet router.
• Other hardware:• If necessary, LAN adapter (for KAMCOS 1 m­ achines, forexample).
Networking via WLAN connection• Access to the internet via LAN 1 (WITH network separation)or LAN 3 (WITHOUT network separation) in the k.ey device.
• Unrestricted internet access of the k.ey device with a bandwidth of at least 10 Mbit/s.
• Network cable:• LAN cable between WLAN antenna and switch;• LAN cable between switch and k.ey device;• LAN cable from the k.ey device to the internet router.
• Wifi equipment:• WLAN antenna/s (WLAN access point).
• Other hardware:• If necessary, WLAN antenna for KAMCOS 1 & KAMCOS
2 Machines (local on the Machine).
SoftwareAs delivered, the k.ey device is equipped with a Linux operating
system and pre-installed basic software to ensure operationand maintenance of the k.ey device.
Electrical connections• Power supply unit: 110V /230 V• Supply input: 100–240 VAC• Frequency of supply: 50 Hz / 60 Hz• DC output: 24 VDCInterfaces:• 1 x HDMI / 1 DP (Display Port)• 4 x USB 3.0• 2 x RJ 45 (10/100/1000)• 1 x RJ 45 (Support)
Initial installation of the k.ey device
For the initial installation of the k.ey device, a one-time­registration with the personal company email address of an
employee of Customer on myKM.ON of KM.ON GmbH is­necessary (currently accessible at https://go.kmon.net). Only
after this registration is it possible to onboard the k.ey device
itself and to access the Quick Start Guide (currently available
at https://go.kmon.net/key/quicstartguide). The Quick Start
Guide also contains suggestions to set up the network environment to be created by Customer, as well as the URLs andports to be released by Customer.
For the onboarding process, Customer needs, in addition to
the network requirements to be created by Customer, a­laptop and a LAN cable with RJ 45 connector.
General information on the k.ey device can be found athttps://www.karlmayer.com/de/key/.
Customer terminal
Customer requires a commercially available mobile or­stationary device to access myKM.ON and/or Networked­Machines (such as a smartphone, laptop with active W-LAN
and internet connection) (“End Device”).

4.	Hardware requirements and network requirements related
to the Machine and Connectivity Packages, as well as thenecessary system environment
The basic prerequisite for using Solutions is a Networkable
Machine. Furthermore, depending on the Solutions includedin specific Connectivity Packages, there are different requirements.

page 12 / 14

a.

b.

c.

Networkable Machine
The following Machines can be networked in principle:• Warp knitting machines of the KARL MAYER Group, provided they are equipped with the operating system KAMCOS 1(all versions) or KAMCOS 2 (from version V3.9.0.263).
• Possible for warp knitting machines with the KAMCOS 1 operating system (from version V1.4.0.87), whereby additional
hardware components may have to be purchased in­advance by Customer [adapter or Wi-Fi antennas (per­Machine potentially to be networked)]. In addition, Customer
may need a KM service technician to carry out any necessary
software updates (when operating with a Wi-Fi antenna).
This technician visit will be charged to the customer at­regular service rates.
• In the case of warp knitting machines with an older­KAMCOS 1 control system, clarify in advance with KMNA
whether and under what Connectivity Terms and Conditions networking of the Machine is possible.
• For all other machines of the KARL MAYER Group and fromthird-party manufacturers, it must be clarified in advancewith KMNA whether and under what Connectivity Terms
and Conditions networking of these machines is possible.
Dashboard
The requirements for the k.ey device according to paragraph
1 of this Annex C apply.
Remote Set-Up and Installation Support for Connectivity:
The requirements for the k.ey device according to paragraph
1 of this Annex C apply.

Annex D:
Service Level Agreement – Dashboard Lite and Remote Services
1.	Scope of this Service Level Agreement – Dashboard ;Relationship to the further Agreements and Conditionsd.
This SLA contains specifications on the availability of the­Services provided by KMNA via myKM.ON of KM.ON GmbH,on the performance of Maintenance Work, Remote Services
and Incident Management.
e.
This SLA applies exclusively to the Service made available to
Customer for operational use and not to free and/or test versions of the Service and not to the integration or test systems
with unreleased functions.
f.
All obligations of KMNA in this SLA apply only to the Service
provided to Customer at the transfer point. KMNA is not­responsible for the data transmission from the transfer point
to Customer and/or within Customer’s IT system.
g.
In the event of any conflict between this SLA and the Connectivity Terms & Conditions, the provisions of the Connectivity
Terms & Conditions shall prevail.
2.	Definitionsa.
Definitions in this section shall apply for the purposes of this SLA.
b.
“Downtime” means the total number of hours during which
the essential functions of the Service, as defined in the Agreement, are not available.
c.
“Dashboard” as defined in Appendix 1 Annex A.
d.
“Incident Management” refers to the processing of Faults.
e“Response Time” is the time period in which KMNA starts toprocess a Fault reported by Customer.
f.
“Remote Services” as defined in Appendix 1, Annex 2.
g.
“Service” is the umbrella term for the Dashboard and the­Remote Services, unless one of the two Services is e
­ xplicitly
addressed in this SLA.

h.
i.
j.
k.

l.

m.

“Service Provision Time” as defined in paragraph 3.1 of thisAnnex.
“SLA” this Service Level Agreement“Fault” means any impairment of the Service, such as Downtime, errors, or quality degradation.
“Transfer Point” means: (a) regarding the Dashboard , thepoint at which the data transfer from myKM.ON to Customer’ssystem takes place; and (b)regarding Remote Services, thepoint at which the Remote Service leaves the network of
KMNA or the company providing the Remote Service.
“Availability” means that Customer can perform and use theessential functions of the Service at the Transfer Point. The
Service is also available if Customer can use the essentialfunctions of the Service by means of a work-around provided
by KMNA at the Transfer Point.
“Maintenance Work” refers to all maintenance activities required to keep the Service running, troubleshoot the Service,back up data and/or activities required to improve, enhance,or renew functionality to ensure that the Service can be usedin accordance with the Agreement.

3.	Availabilitya.
KMNA provides the agreed availability of the Service at theTransfer Point. The agreed availability is 96% per monthbased on a provision time of 24 hours per day and 365 days
per year (subject to Section 3.4 below) with respect to the
Dashboard and, with respect to the Remote Services, as set
forth in paragraph 4.1 of this SLA (subject to Section 3.4­below) (each the “Service Provision Time”).
b.
KMNA is not obliged to make the Service available for use by
Customer during planned Maintenance Work in the Service
Provision Time in accordance with item 6 of this SLA. If theService is available during scheduled Maintenance Work pursuant to paragraph 6, use of the Service shall be at Customer’s
own risk. Customer acknowledges that the use of the Service
may be limited in terms of functionality or performance
during scheduled Maintenance Work and/or that the Service
may be shut down or restarted without further notice. If theService is provided during scheduled Maintenance Work andthere is a reduction in the functionality of the Service or a­reduction in availability, Customer shall not be entitled to any
warranty or compensation.
c.
The availability of the Service is calculated as a percentage oftime over the course of a calendar month during the Service
Provision Time.
d.
When calculating actual availability, Downtimes that cannot
be attributed to KMNA are considered available times. These
Downtimes include:
i. Downtime due to planned or unplanned MaintenanceWork in accordance with paragraph 6;
ii. Downtime due to Maintenance Work agreed in advancewith Customer;iii. Downtimes due to operational disruptions caused by anevent of force majeure or other unavoidable events outside
the sphere of influence of KMNA and which could not beaverted with reasonable effort and which could not be reasonably foreseen, which make the obligations of KMNA under
this SLA considerably more difficult or impossible in whole orin part, such as epidemics, pandemics, strikes, lockouts,­extraordinary weather conditions, power failures, operationalor traffic disruptions and transport hindrances, and which­release KMNA from its obligations under this SLA for the­duration of such event;page 13 / 14

e.

4.	
a.

iv. Downtimes due to virus or hacker attacks, insofar as
KMNA has not taken the agreed protective measures or, in theabsence of an agreement, usual protective measures;
v. Downtimes due to a malfunction caused by Customer;
vi. Downtimes due to software errors in Customer’s applications or due to errors in the system and system-related software triggered by Customer’s applications or data;vii. Downtimes caused by Faults in Customer’s hardware, withthe exception of Faults in the k.ey device or in the N­ etworked
Machine;viii. Downtimes caused by third parties (persons not attributable to KMNA) or otherwise not attributable to KMNA.
Customer must immediately notify KMNA of any impairmentof the availability of the Service.
Remote Services
The Service Provision Time of the Remote Services, depends
on the location of the Networked Machine, and is shown in thefollowing table:
Asia (other than People’s
PRC and Japan) Republic of
China

Japan

Rest of the world

Days

Monday –SaturdayMonday –SaturdayMonday –SaturdayMonday – Friday

Operatinghours

07:00–20:00(GMT+8)07:00–22:00(GMT+8)07:00–18:00(GMT+9)07:00–17:00(MEZ)

Language

EnglishEnglish / Chinese English

6.	
a.

Englishb.

b.

Support includes a service desk for Customer incident r­ eports
through tickets and emails via
connectivity-support@karlmayer.com

5.	
a.

Incident Management
Incident Management includes all activities between Customer
and KMNA in connection with the notification and managementof Faults until their resolution.
The following Fault Classes apply:
i. Faults within the Service are assigned to one of the­following Fault Classes, which determine the target Response
Time.

b.

c.

Fault Class

Description

1
CriticalA Fault is allocated to Fault Class 1 if
<12h during the Service
use of the Service or essential parts
Provision Time of the­thereof is completely unavailable or­Remote Services­severely restricted (due to malfunctions,
incorrect work results or response
times).

2
Essential

A Fault is allocated to Fault Class 2 if
<12h during the Service
use of the Service or essential function- Provision Time of thealities is restricted (due to malfunctions, ­Remote Services
incorrect work results or long response
times).

3
Insignificant

A Fault is allocated to Fault Class 3 if
­insignificant functionalities of the Service are impaired, such as “nice to have”
functionalities or flaws that do not­impair the use of the Service.

<18h during the Service
Provision Time of the­Remote Services

4
Low

A Fault is allocated to Fault Class 4 if
use of the Service is not restricted at all(if Customer asks questions or requests
improvements, for example).

<24h during the Service
Provision Time of the­Remote Services

c.

ii. KMNA shall prioritize and classify Faults at its own discretion, taking the definitions above into account.
Incident Management Process
i. Customer must inform KMNA immediately of any Faults
via myKM.ON, email, or ticket system (depending on which­option KMNA offers Customer).
ii. Customer shall ensure that the notification of any Fault
contains the following required information:
1. Name of the user account and Networked Machine(s)2. Detailed description of the Fault
3. Date and time when the Fault occurred
4.	Which troubleshooting measures have already been
carried out by Customer and what behavior has beenshown as a result of Customer’s troubleshooting­efforts.
iii. As soon as Customer has provided KMNA with all the­necessary information, the solution process begins. KMNA
will then provide Customer with an initial response within the
Response Times specified in paragraph 5.2. KMNA will inform
Customer about the elimination of the Fault. Faults are­processed during the Service Provision Time of the Remote
Services.
Maintenance Work
KMNA may interrupt the provision of the Service for Main­
tenance Work.
KMNA shall notify Customer of planned Maintenance Work in
myKM.ON at least five calendar days in advance.
KMNA may perform unscheduled maintenance of the Service
for an important reason (e.g., if the Service operation is­endangered). This includes, without limitation, emergency
changes, such as the installation of security patches. KMNA
shall notify Customer of such unscheduled Maintenance Work
without delay and carry it out in such a way as to try to minimize disruptions to the operating process.

Response Time

Mayer Textile Machine Corporation . 310 North Chimney Rock Road . Greensboro . NC 27409 . USA . www.karlmayer.com
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