Mayer Textile Machine Corporation

CONNECTIVITYTERMS AND CONDITIONS
1st October 2022

These Connectivity Terms and Conditions, together with theappendices and annexes attached hereto and as may be amended(collectively, these “Terms and Conditions”), shall govern as to thematters set forth below as between you, the Customer (“Customer”),
and Mayer Textile Machine Corporation sometimes doing businessas Karl Mayer North America (“KMNA”), as to the Services­described 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 are collectively
referred to herein as the “KARL MAYER Group,” which means,includes, and consists of KARL MAYER STOLL Textilmaschinen­
fabrik GmbH and all of its affiliated companies and enterprises, aswell as any other companies, joint ventures or other legal entities
that are directly or indirectly controlled, through one or moreintermediaries, by KARL MAYER Holding GmbH & 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. . . . . . . . . . . . . 8
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 Lite. . . . . . . . . . . . . . 10
1. Dashboard Lite – Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Specification and description of the Dashboard Lite. . . . . . . . . . . 10
Annex B:
Hardware requirements, network requirements, and necessary
system environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1. k.ey device . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2. Special requirements:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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 C:
Service Level Agreement – Dashboard Lite and Remote Services. . 12
1.	Scope of this Service Level Agreement – Dashboard Lite;
Relationship to the Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3. Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4. Remote Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Incident Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6. Maintenance Work. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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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” and also referred to herein as the “Platform”). These
support solutions allow KARL MAYER Group to collect machine use
and parameter data, perform analytics of this data, and provide
customers with information applications using, mapping, andsummarizing collected and processed data (“Solutions”). The k.ey
device also enables remote access to machines by KARL MAYER
Group for diagnostic purposes. Use of these services will be in
conjunction with k.ey device(s) embedded with software thatenables connection of Networkable Machines with the internet andthe transmission/transfer of data to the appropriate destination via
the Platform. 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 and that can be accessed
via the Platform. These Terms and Conditions shall govern andregulate 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, theSolutions, the Platform, the k.ey devices, any KARL MAYER Groupsoftware 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 Terms andConditions shall be conclusively presumed from and estab­lished by any of the following (upon which KMNA may rely):(a) Customer’s entry into any agreement, placement of any
order, or receipt of any confirmation, acknowledgement, or­invoice (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 Terms and Conditions, together withany applicable Transaction Document (if applicable) shallconstitute the complete and final agreement between KMNA
and Customer, and shall supersede any and all prior oral or
written communications, representations or understandings
between the parties concerning the subject matter of theseTerms and Conditions. Any irreconcilable conflict between
these Terms and Conditions and any Transaction Document
shall be resolved in favor of these 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 any­
thing to the contrary, (i) KMNA may, unilaterally and in its sole
discretion, prospectively modify these Terms and Conditions,and such modifications shall be binding upon Customer, and(ii) no purported modifications or waivers of these Terms andConditions by oral agreement, course of performance, usageof trade, or any language in any document from Customer
will be binding on KMNA. Any irreconcilable conflict between
these Terms and Conditions and any Transaction Document

c.

3.	
a.

b.

c.

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shall be resolved in favor of these 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 theseTerms and Conditions to one or more companies of the
KARL MAYER Group, and KMNA shall in any event be the only
KARL MAYER Group entity with any responsibility vis-à-vis­Customer for any of KMNA’s obligations set forth in theseTerms and Conditions.
Access to Services: License; Restrictions and Obligations.
Grant of Limited License. Subject to and without limiting theprovisions in these Terms and Conditions, during the periodthat Customer has a k.ey device connected, is registered andallowed to access the platform or has an active Connectivity
Package under Appendix 1 in effect, and unless terminatedearlier in accordance with these Terms and Conditions (the“Term”), KMNA hereby grants to Customer, on a non-exclusive,
non-transferable, non-assignable, revocable basis, access to
the Services solely for use by Customer in connection with
Customer’s Networkable Machines as used with Customer’sbusiness.
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) imple­
ments 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 not autho­
rized under these Terms and Conditions or that constitutes aviolation of any applicable law or (v) remove, conceal or alter
any identification, copyright or other proprietary rights notices
or labels on or in any k.ey device, or any other part of the­Services. In addition to any other rights granted to KMNA in
these Terms and Conditions or available at law or in equity,
KMNA reserves the right to limit, suspend or terminate theprovision of or access to any or all of the Services, or terminate
these 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 breachedthese 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,
and Customer shall oblige its users accordingly. The hard­ware and network environment requirements are set forth in

d.

e.

Appendix 1, Annex B, unless otherwise specified in theseTerms and Conditions. For the installation and maintenanceof the k.ey devices, Customer shall grant KMNA access to theinstallation site of the k.ey devices during normal businesshours after giving reasonable advance notice. In addition to allother remedies available to KMNA, if Customer does not fullycomply with its obligations in this provision, KMNA will not be
required to meet any performance obligations concerning the
Platform until Customer has duly fulfilled all such obligations,and Customer shall pay/reimburse KMNA for all incurred­expenses 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 delay­Customer’s access to the Services. Customer shall be solely
responsible for ordering, installing, maintaining the proper
functioning of, and paying for any communications connec­
tions at Customer’s terminals or other access devices at­Customer’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 inter­
net 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 reason­
ably available to Customer. Customer acknowledges andagrees 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 Net­
workable 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 the Platform 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 deter­
mined 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,exchange k.ey devices for newer versions or another compa­
rable device during the Term. Customer shall grant KMNA

b.

c.

d.

e.

6.	
a.

b.

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­ ccess to the affected Machines and k.ey devices duringa­Customer’s normal business hours.
Subject to the other provisions of these 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 software­embedded therein (the “k.ey device software”) in connection
with the Services.
KMNA may, at any time and in its discretion, make modifica­
tions, 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 theseTerms 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 the dili­gence 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 confi­
dential 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 reason­
ably 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 the Platform; 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 ac­cess to, any Confidential Information (or any portion thereof)of the Disclosing Party without the Disclosing Party’s prior

c.

d.

e.

f.

7.	
a.

written consent; (iii) not use, copy, or otherwise reproduce any
Confidential Information (or any portion thereof) of the Dis­
closing Party except as authorized in these Terms and Condi­
tions, or as otherwise authorized by the Disclosing Party inwriting; and (iii) ensure that any users who are hereunder­permitted to and do receive access to Confidential Information
are advised of the confidential and proprietary nature thereof
and are prohibited from disclosing or using Confidential­In­formation other than for the benefit of the Receiving Partyin accordance with these Terms and Conditions. Without lim­
iting the foregoing, each Party shall use with the other Party’s
Confidential Information the same degree of care that it uses
to protect the confidentiality of 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 the­Receiving Party can conclusively establish: (i) is or has become
publicly available (other than through a breach by the Receiv­
ing 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 agree­
ment 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, Platform and Solu­
tions, 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, Platform and/or Solu­
tions, or to promote Platform-related projects or develop
third party products similar to the k.ey devices, Platform 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 the Platform, 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 infor­
mation 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 Terms and Conditions,with all other rights in and to the same being expressly re­served by KMNA. Customer further agrees that with respect
to Third-Party Services, the applicable third-party providers,and not Customer, own all right, title, and interest, including
all intellectual property rights, in and to the Third-Party­Services.
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

b.

c.

d.

to use all non-personal data received from Customer throughuse of any of the Services. Such data includes, without limita­
tion, machine data (e.g., usage type and duration, load, condi­
tion, and status and error messages), environmental data
(e.g., temperature, humidity, and air pressure) and machine-­
related network data (e.g., access, bandwidth usage, commu­
nication, 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, irrevo­
cable, 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, Platform,or transmission paths); (ii) evaluate Transmitted Data with al­
gorithms and train machine learning models; (iii) use/discloseanonymized Transmitted Data for advertising and marketing
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 Terms and Condi­
tions and to the extent that KMNA provides Transmitted Data
to it, Customer itself (and no one else) may use the Transmit­
ted Data to achieve the purposes of Customer use describedin 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 limit­
ed to any competitor of KMNA) for any reason; and (ii) Cus­
tomer shall not extract or reuse content from the Platform or
the Solutions without KMNA’s prior express written consent.
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 the ful­
filment of these Terms and Conditions, it shall try to confirm,
as far as is commercially reasonable, that the respective
cloud services use servers which are protected according tocommercially appropriate security standards. KMNA may relyon statements regarding the safety and performance of therespective service providers and is not required to perform its
own technical inspection. Applicable data protection law­remains unaffected by this.

8.	Information on Solutions and k.ey devices; Quality
specifications; Product information and Labelling.
Unless expressly stated otherwise in these Terms and Con­
ditions, product documents, illustrations, details of perfor­
mance, 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 guar­
anty. Any labels or markings (such as CE or WEEE labels) onor relating to the Platform, the Solutions, or the 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 ofpage 5 / 13

regulatory compliance or general information. Customer
shall read the Documentation and product information care­fully before using the Platform, the Solutions, and the k.ey
­devices, and shall exercise due care in connection with theuse of any of the same.
9.	
a.

b.

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 Terms and Condi­
tions.
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 COM­
MENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR
CAUSE HAS ACCRUED, AND IN ACCORDANCE WITH
­SECTION 26.b. BELOW.

EMPLOYEES AND AGENTS AND ITS SUCCESSORS AND AS­
SIGNS (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 PUR­
POSE, NON-INFRINGEMENT, OR TITLE. NEITHER KMNA NORANY OF THE KARL MAYER PARTIES REPRESENTS OR WAR­
RANTS THAT THE PLATFORM, CONNECTIVITY PACKAGES,SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, AND/OR
DOCUMENTATION WILL BE ERROR-FREE, THAT DEFECTS,
IF ANY, IN THE PLATFORM, CONNECTIVITY PACKAGES,SOLUTIONS, SOFTWARE, SERVICES, K.EY DEVICES, DOCU­MENTATION AND/OR THIRD-PARTY SERVICES WILL BE
CORRECTED, OR THAT THE PLATFORM, CONNECTIVITY
PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DE­
VICES, 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 THE PLATFORM, CON­
NECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES,
K.EY DEVICES, DOCUMENTATION AND/OR THIRD-PARTYSERVICES. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN
THE EVENT OF ANY PROBLEM WITH THE PLATFORM, CON­
NECTIVITY PACKAGES, SOLUTIONS, SOFTWARE, SERVICES,
K.EY DEVICES, DOCUMENTATION AND/OR THIRD-PARTYSERVICES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDYUNDER THESE TERMS AND CONDITIONS IS LIMITED TO
CEASING USE OF THE PLATFORM, CONNECTIVITY PACKAG­
ES, 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, THE
PLATFORM, CONNECTIVITY PACKAGES, SOLUTIONS, SOFT­
WARE, SERVICES, K.EY DEVICES, DOCUMENTATION, AND
THIRD-PARTY SERVICES ARE PROVIDED “AS-IS”, “WHEREIS” 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 RESPEC­
TIVE MEMBERS, STOCKHOLDERS, OFFICERS, DIRECTORS,
page 6 / 13

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 PARTIESBE LIABLE TO CUSTOMER OR TO ANYONE ELSE FOR ANY
LOSS OR DAMAGE, DIRECT OR INDIRECT, ARISING OUT OF
OR CAUSED BY THE USE OF THE PLATFORM, CONNECTIVITY
PACKAGES, SOLUTIONS, SOFTWARE, SERVICES, K.EY DE­
VICES, DOCUMENTATION AND/OR THIRD-PARTY SERVICES.
KMNA AND THE OTHER KARL MAYER PARTIES SHALL IN
NO EVENT BE LIABLE TO ANY PERSON OR FIRM (INCLUD­
ING ANY ASSIGNEE OF CUSTOMER) EXCEPT CUSTOMER.
IN NO EVENT SHALL KMNA OR ANY OF THE KARL MAYERPARTIES BE LIABLE FOR DAMAGES DUE TO INCONVE­
NIENCE, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF
SALES, LOSS OF REVENUE OR OTHER FINANCIAL LOSS OF
ANY KIND, OR ANY SPECIAL, INCIDENTAL, CONSEQUEN­
TIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OFANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES TO
OTHER PROPERTY, INCONVENIENCE, LOSS OF GOODWILL,LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE OR
OTHER FINANCIAL LOSS, COST OF SHIPMENT, DOWNTIME,LOSS OF USE OR DELAY IN USE OF MACHINERY OR PROD­
UCTS, OR ANY CLAIMS FOR DAMAGES TO PERSON OR
PROPERTY, RESULTING IN ANY WAY FROM THE USE OF(OR OTHERWISE RELATED IN ANY WAY TO) THE PLATFORM,
CONNECTIVITY PACKAGES, SOLUTIONS, SOFTWARE,­SERVICES, K.EY DEVICES, DOCUMENTATION AND/OR
THIRD-PARTY SERVICES, WHETHER ARISING FROM
BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLI­GENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORTOR CONTRACT. THE ESSENTIAL PURPOSE OF THIS PROVI­SION AND THE LIMITATIONS OF WARRANTY, LIABILITY ANDDAMAGES IN THIS AGREEMENT IS TO LIMIT THE LIABILITY
OF KMNA ARISING OUT OF THESE TERMS AND CONDITIONS.
THE PARTIES ACKNOWLEDGE THAT SUCH LIMITATIONSARE INTEGRAL TO THE AMOUNT OF CONSIDERATION PRO­
VIDED TO KMNA UNDER THESE TERMS AND CONDITIONSAND THAT IN THE ABSENCE OF SUCH LIMITATIONS, SUCHCONSIDERATION WOULD OF NECESSITY BE SET SUBSTAN­
TIALLY HIGHER. No person is authorized to give 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 anyother liability in connection herewith.
12.	

b.

15.	

Customer Defaults.
Each of the following shall constitute a „Default“ of Customer
under these Terms and Conditions: (a) Customer’s failure pay
in full when due any sum due under these Terms and Condi­
tions; or (b) Customer’s failure to pay in full when due any
sum due under any other agreement with KMNA or with anyother company of the KARL MAYER Group; or (c) Customer’s
breach of any provision of these Terms and Conditions; or (d)Customer’s insolvency, the commencement of any insolvency
or bankruptcy proceeding or reorganization (whether volun­tary or involuntary) by or against Customer, or the appoint­
ment 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 Terms and Conditions; and (c) offset
against the amounts due under these Terms and Conditions
any advance payment or deposit or other funds or amounts
provided by Customer to KMNA (whether provided underthese Terms and Conditions 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 andcourt 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 the right to enforce one or more of said
remedies or any other remedy KMNA may have in whole or inpart 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 TERMS AND CONDITIONS IN THE
TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDINGTHE 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 andall damages, losses, expenses, costs (including without lim­
itation 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 outof or related to: (a) Customer’s breach of its obligations underthese Terms and Conditions, (b) Customer’s negligence or
misconduct, (c) Customer’s misuse or misapplication of ordamage to the Platform, Connectivity Packages, Solutions,
Software, k.ey devices, Third-Party Services, and/or other as­
pects of the Services caused by Customer or its employees oragents, (d) infringement or other violation of the intellectual
property rights of KMNA or any of the Karl Mayer Parties,
and/or (e) any injury or damage of any kind (physical or other­wise) suffered by any Technician or other person at Customer’sfacilities if such injury or damage is (i) caused in whole or inpart by the negligence, gross negligence, reckless or inten­
tional act or omission of Customer or any of its employees,
agents, representatives, or contractors; or (ii) caused by any
dangerous or hazardous conditions or practices at Customer’sfacilities.
14.	
a.

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 other rights
granted to KMNA herein or available at law or in equity,
KMNA reserves the right to limit, suspend or terminate Cus­
tomer’s access to and use of any of the Services or terminate
these Terms and Conditions if Customer fails to pay any of
the Fees when due, with at least 10 days’ advance written­notice to Customer.

Fees and Payment.
Fees and Taxes. Customer shall pay to KMNA the fees for the
Platform, Connectivity Packages, Solutions, Software, Ser­
vices, 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 applicable­Connectivity Package provided to Customer (the „Fees“).
­Customer shall also pay to KMNA and be responsible for all
applicable taxes in connection with Customer’s receipt of theServices.
Payment. Customer shall pay all Fees and applicable taxes inaccordance with these Terms and Conditions. Any late pay­ments and/or any failure by Customer to make payments
when due will be subject to KMNA’s costs of collection,­including reasonable legal fees and costs, and will also bear

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 Terms
and Conditions, written notice of the failure is given to theother Party, and the failure is not cured by the other Party
within ten (10) days after the giving of such notice; or (ii) theother 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 other Party
becomes insolvent, or the other Party ceases to function as agoing concern or conduct its operations in the normal courseof business. The right of the non-breaching Party to terminate

page 7 / 13

b.

18.	
a.

b.

the Services under this provision is in addition to all otherrights that are available to such Party herein or at law or inequity.
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 Terms and Conditions and (iii) each Party shallpromptly return to the other Party all of the papers, materials
and other properties of the other Party.
Entire Agreement; Other Contracts; Modification.
These Terms and Conditions (together with any Transaction
Document specifically referring to the provision of any­Services 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 theServices, and shall supersede any and all prior oral or written
communications, representations or understandings between
the parties concerning the same subject matter of theseTerms and Conditions. Notwithstanding anything to the­contrary, 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 notincluded in the Connectivity Packages or other Services.
Except as provided in these Terms and Conditions regarding
amendment or modification by KMNA, no modification ofthese Terms and Conditions or waiver of any of its terms will
be binding on KMNA unless clearly expressed in writing andsigned by an authorized representative of KMNA. KMNA andCustomer expressly agree that KMNA may modify theseTerms and Conditions from time to time, and such modifica­
tions shall be binding upon Customer.

19.	Waiver.
The failure of KMNA to enforce any of the provisions of theseTerms and Conditions shall not be construed as or constitutea waiver of KMNA’s right to enforce any or all provisions ofthese Terms and Conditions.
20.	Assignment.
Customer shall not assign or delegate any of its rights or obli­
gations under these Terms and Conditions without the priorwritten consent of KMNA, and any attempt to do so will be­ineffective and constitute a Default. These Terms and Condi­
tions are for the sole and exclusive benefit of Customer,
KMNA, and the other Karl Mayer Parties and their permitted
successors and assigns. Nothing expressed or referred to inthese Terms and Conditions will be construed to give any oth­er person any legal or equitable right, remedy or claim underor with respect to these Terms and Conditions. KMNA shallbe free to delegate any obligations under these Terms andConditions, including as set forth elsewhere in these Terms
and Conditions.

of the Services, shall be deemed as creating, or extending or
expanding the scope or duration of, any warranties or obliga­
tions of any kind on the part of KMNA or any other companyof the KARL MAYER Group to Customer, including but notlimited to concerning any Machines.
22.	

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

23.	Headings.
The section headings contained in these Terms and Condi­
tions are inserted for convenience only and shall not affect inany way the meaning or interpretation of these Terms andConditions.
24.	Severability.
If any provision or part of a provision of these Terms and Con­
ditions is declared invalid, illegal, or unenforceable under ap­
plicable law, the affected provision will be considered omitted
or modified to conform to applicable law. The validity, legality,and enforceability of all other remaining provisions or parts ofprovisions will remain in full force and effect.
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 Terms and Conditions that by its na­
ture is intended to survive termination or expiration of theServices in order to give effect to the intent of the Parties,
shall survive the expiration or termination of the Services andremain binding upon and for the benefit of the Parties (as thecase may be) until fully observed, kept or performed.
26.	
a.

b.

27.	

21.	No Extension or Expansions of any Warranties or otherObligations.
Nothing in or concerning these Terms and Conditions or the
performance hereof, and nothing in any way concerning any
page 8 / 13

Governing Law; Exclusive Jurisdiction; Arbitration.
These Terms and Conditions shall be governed by, and con­strued and enforced in accordance with, the laws of the Stateof North Carolina, without regard to principles of conflicts oflaws.
Any dispute or claim by Customer against KMNA or by KMNA
against Customer arising out of or in connection with the Ser­
vices or these Terms and Conditions shall be asserted exclu­
sively in the Superior Court of Guilford County, North Caroli­na, or the United States federal court for the federal district inwhich Greensboro, North Carolina is located. The Parties fur­ther agree that jurisdiction and venue for any applicable legal
proceeding shall be exclusively in such courts, and they spe­cifically hereby stipulate that such courts have personal juris­
diction over them in any litigation arising under these Terms
and Conditions and they waive, and agree not to assert, any
motions, defenses. Customer expressly agrees that it shallnot join as a party, or assert any claims in any such suitagainst, any other KARL MAYER Group company.
Limitations Period for Asserting Customer Claims.
Any claim of any kind of Customer arising out of or in connec­
tion with the Services or these Terms and Conditions must be
asserted and commenced by Customer in accordance with
Section 26 no later than one (1) year after the accrual of suchclaim(s), and shall be forever barred if not done so.

28.	

Force Majeure.
KMNA shall not be liable for any damages, delays, or perfor­
mances failures or delays caused in whole or in part by acci­
dents, breakdowns, strikes, labor disputes, lockouts, floods,
fires, explosions, war acts, acts of God, transportation difficul­
ties, shortages or delays in delivery of materials, restrictions
imposed by law or Governmental agencies, internet or powerinterruptions, malware, spyware, virus, Trojan horse, ransom­
ware or other similar harmful, disabling or deleterious­devices or routines, or caused by any like or different cause or­contingency beyond the control of KMNA, whether suchcause or contingency 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 inter­
pretation of any provision of these Terms and Conditions.

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

Summary Framework Connectivity Packages

Cost

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:
USD 20.00 net per Networked Machine per month formechanical machines (N-drive).
USD 30.00 net per Networked Machine per month forelectronic machines (ON, EL, EN drive, etc.) with bidirectional
data transfer

Term

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

Termination

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 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 Lite, in accordance with item 2 of thisAppendix 1.
Remote Service Connection, in accordance with item 3 of thisAppendix 1.
Remote Set-Up and Installation Support for Connectivity, in
accordance with item 4 of this Appendix 1.

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

page 9 / 13

2.	
SaaS Solution Dashboard Lite
Specifications for the content and scope of the Dashboard Lite
Software-as-a-Service Solution are set out in Annex A to thisAppendix 1. Service Level Specifications relating to the Dashboard
Lite are set out in Annex C to this Appendix 1. Services under theService Level Agreement set out in Annex C to this Appendix 1 shallbe 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
the myKM.ON Platform. There is a “Remote Service” buttonon the Platform for this purpose. After its activation, Cus­
tomer is shown all the Machines for which it has enteredinto 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 Liteare set out in Annex C to this Appendix 1.
The access authorization regarding Networked Machines is
not limited to KMNA. Customer grants access to its Net­
worked 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 trouble­
shooting/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 Network­
able 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 the platform. Included in Remote Set-Up
and Installation Support for Connectivity is support by phone,email or chat (Microsoft Teams) by KARK MAYER representa­
tives. KMNA is not responsible for any connections throughremote access to the Networkable Machines.

Annex A:
Product data sheet; k.management; Dashboard Lite
This is an abstract scope of services for the “Dashboard Lite”
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 / 13

Dashboard Lite – Overview
Dashboard Lite 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 throughthe myKM.ON Platform.
In principle, processed machine data from Networkable­Machines can be displayed. Details of the hardware require­ments and network requirements are set out in Annex B 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 Lite is available for Warp Knitting machineswith KAMCOS 1 and KAMCOS 2 control systems. Functional­
ities may vary between individual Networked Machines, de­pending in the control system.
Specification and description of the Dashboard Lite
Dashboard Lite includes the following functions:
Overview of all Networked Machines
In Dashboard Lite, the Overview Page displays the following
machine 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 themachine name or the serial number of a Networked Machines.
Sorting functions
Customer can sort all Networked Machines on the Overview
Page by “Machine name A–Z”.
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 Net­
worked 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 (inlength / time unit);• Current speed of the Networked Machine in production (inrevolutions / time unit – RPM);• Selected information about Customer order currently being
produced on the Networked Machine (e.g. Customer’sj.

­ rticle and order number; number of pieces in the order).
aThis information must have been entered in the KAMCOS
system of a machine beforehand, and there may be limita­
tions depending on the KAMCOS system (e.g. order data not­possible 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 a historical
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

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

k.ey device
The platform 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 compo­
nents 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.

2.	

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 network se­paration) or LAN 3 (without network separation);• Unrestricted internet access of the k.ey device with a band­
width of at least 10 Mbit/s.
• Network cable:• LAN cable from machines to switch;• 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 ­machines, forexample).
b.
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 band­
width 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).
c.
SoftwareAs delivered, the k.ey device is equipped with a Linux operat­
ing system and pre-installed basic software to ensure opera­tion and maintenance of the k.ey device.
d.
Electrical connections• Power supply unit: 110V /230 V• Supply input: 100–240 VAC• Frequency of supply: 50 Hz / 60 Hz• DC output: 24 VDCe.
Interfaces:• 1 x HDMI / 1 DP (Display Port)• 4 x USB 3.0• 2 x RJ 45 (10/100/1000)• 1 x RJ 45 (Support)f.
Initial installation of the k.ey device
For the initial installation of the k.ey device, a one-time regis­
tration with the personal company email address of an­employee of Customer on the myKM.ON Platform of KM.ON
GmbH is necessary (currently accessible at https://go.kmon.
net. Only after this registration is it possible to onboard thek.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 and ports to be released by Customer.
For the onboarding process, Customer needs, in addition to
the network requirements to be created by Customer, a lap­
top and a LAN cable with RJ 45 connector.
General information on the k.ey device can be found athttps://www.karlmayer.com/de/key/.

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3.	

Customer terminal
Customer requires a commercially available mobile or sta­tionary device to access the Platform 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.
a.
Networkable Machine
The following Machines can be networked in principle:• Warp knitting machines of the KARL MAYER Group, provid­
ed 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 op­
erating 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 conditions networking of the­Machine is possible.
• For all other machines of the KARL MAYER group of­companies and from third-party manufacturers, it must be
clarified in advance with KMNA whether and under what
conditions networking of these machines is possible.
b.
Dashboard Lite
The requirements for the k.ey device according to item 1 ofthis Annex B apply.
c.
Remote Set-Up and Installation Support for Connectivity:
The requirements for the k.ey device according to item 1 ofthis Annex B apply.
Annex C:
Service Level Agreement – Dashboard Lite and Remote Services
1.	Scope of this Service Level Agreement – Dashboard Lite;
Relationship to the Agreementd.
This SLA contains specifications on the availability of the­Services provided by KMNA via the myKM.ON Platform 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 Connec­
tivity Terms & Conditions, the provisions of the Connectivity
Terms & Conditions shall prevail.

2.	Definitionsa.
Definitions in this section shall apply for the purposes of thisSLA.
b.
“Downtime” means the total number of hours during which
the essential functions of the Service, as defined in the Agree­
ment, are not available.
c.
“Dashboard Lite” 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, item 2.
g.
“Service” is the umbrella term for the Dashboard Lite andthe Remote Services, unless one of the two Services is­explicitly addressed in this SLA.
h.
“Service Provision Time” as defined in item 3.1 of this Annex.
i.
“SLA” this Service Level Agreementj.
“Fault” means any impairment of the Service, such as Down­
time, errors, or quality degradation.
k.
“Transfer Point” means: (a) regarding the Dashboard Lite,the point at which the data transfer from the Platform to Cus­
tomer’s system takes place; and (b)regarding Remote Ser­
vices, the point at which the Remote Service leaves the net­
work of KMNA or the company providing the Remote Service.
l.
“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.
m.
“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 Lite and, with respect to the Remote Services, as
set forth in item 4.1 of this SLA (subject to Section 3.4 below)(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 Work­pursuant to item 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 item 6;

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e.

4.	
a.

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 rea­
sonably 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;iv. Downtimes due to virus or hacker attacks, insofar as
KMNA has not taken the agreed protective measures or, in
the absence of an agreement, usual protective measures;
v. Downtimes due to a malfunction caused by Customer;
vi. Downtimes due to software errors in Customer’s applica­
tions or due to errors in the system and system-related soft­
ware triggered by Customer’s applications or data;vii. Downtimes caused by Faults in Customer’s hardware,with the exception of Faults in the k.ey device or in the­Networked Machine;viii. Downtimes caused by third parties (persons not attribut­
able to KMNA) or otherwise not attributable to KMNA.
Customer must immediately notify KMNA of any impairmentof the availability of the Service.

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

5.	
a.

b.

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 functiona­ Provision Time of thelities 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 Servicesc.

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

b.

Fault Class

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

6.	
a.

Incident Management
Incident Management includes all activities between Custom­
er and KMNA in connection with the notification and manage­
ment of 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.

c.

b.

Response Time

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 the Platform, email, or ticket system (depending on which
option 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 item 5.2. KMNA will inform Cus­
tomer about the elimination of the Fault. Faults are processed
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
the Platform 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 MaintenanceWork without delay and carry it out in such a way as to try tominimize disruptions to the operating process.

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