Terms of Service

Last updated: May 16, 2026

By accessing or using the Haltless Services, you agree to be bound by these Terms of Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. The Services are intended for business use only and are not directed to consumers.

1. Parties and definitions

These Terms are entered into between Haltless, Inc. ("Haltless", "we", "us", or "our"), a corporation organised under the laws of the State of Delaware, United States, with its registered office in Delaware, and the company that has accepted these Terms or otherwise procures the Services ("Customer", "you", or "your").

In these Terms the following capitalised words have the meanings set out below.

• "Services" means the Haltless platform, including the dashboard, Edge Agent software, API, and related documentation.
• "Edge Agent" means the on-premises software component that connects to Customer's industrial control systems.
• "Customer Data" means the data Customer or its Authorized Users submit to or generate through the Services.
• "Authorized User" means an individual to whom Customer has granted access to the Services.
• "Subscription Term" means the period during which Customer is entitled to use the Services.
• "DPA" means the Data Processing Addendum available at /dpa/.

2. Account and access

Customer is responsible for the security of its account credentials and for all activity that occurs under its account. We strongly recommend that all Authorized Users enable multi-factor authentication. Account sharing among individuals is prohibited; each Authorized User must have a separate login.

Customer must provide accurate and complete information when creating an account and must keep that information current.

3. Scope of license

Subject to Customer's compliance with these Terms and timely payment of fees, Haltless grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, solely for Customer's internal business purposes.

Customer shall not (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Services or the Edge Agent, except to the extent permitted by applicable law; (b) circumvent or attempt to circumvent any access controls or technical measures protecting the Services; (c) use the Services to develop a competing product; (d) resell, sublicense, or otherwise commercially exploit the Services; or (e) use the Services in violation of applicable law.

4. Customer obligations

Customer shall:

• comply with applicable laws and these Terms;
• secure its network and the physical environment where the Edge Agent runs;
• maintain accurate configuration of the industrial endpoints that the Edge Agent reads;
• not introduce malware or other harmful code to the Services;
• ensure that its Authorized Users comply with these Terms.

5. Fees, billing, and taxes

Fees are based on a per-machine subscription model. Specific pricing, machine limits, and feature inclusion are quoted per Customer and recorded in the Order Form.

• Machine count and per-machine pricing are quoted per Customer and recorded in the Order Form.
• Default operational data retention windows are configured per Customer subscription at signup.
• Feature inclusion, support response targets, and uptime commitments are detailed in the Order Form and the Service Level Agreement.

Fees are billed in advance for each Subscription Term. Mid-term upgrades to a higher tier are billed pro-rata. Downgrades take effect at the next renewal. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

Merchant of Record. Paddle.com Market Limited acts as the merchant of record for purchases of the Services. Your purchase is subject to Paddle's buyer terms in addition to these Terms, available at https://www.paddle.com/legal/checkout-buyer-terms. Paddle handles VAT, sales tax, and other transaction taxes globally on our behalf.

6. Term, renewal, and termination

Each Subscription Term renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term. Renewal pricing reflects Haltless's then-current rates; we will provide notice of any price change at least 30 days before the renewal date.

Either party may terminate these Terms for cause if the other party materially breaches and fails to cure the breach within 30 days of written notice, or if the other party becomes insolvent or files for bankruptcy. Haltless may suspend or terminate Customer's access immediately upon non-payment of fees that remain overdue for more than 14 days.

Upon termination Customer's right to access the Services ends. Customer may export its Customer Data through the dashboard or API for up to 60 days after termination, after which Haltless will delete Customer Data in accordance with the retention obligations described in the Privacy Policy and the DPA.

7. Intellectual property

Haltless and its licensors own all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer other than the limited license expressly set forth in these Terms.

Customer retains all right, title, and interest in and to Customer Data. Customer grants Haltless a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as needed to provide the Services and to comply with applicable law.

Customer may provide feedback, suggestions, or ideas about the Services. Haltless may use such feedback without obligation to Customer, and feedback is not Confidential Information.

8. Customer Data and data protection

Customer is the controller, and Haltless is the processor, of any personal data within Customer Data. The Data Processing Addendum at /dpa/ governs that processing and is incorporated into these Terms by reference.

Customer is responsible for the legality of the Customer Data it provides to the Services, including obtaining any consents required from data subjects.

9. Aggregated and de-identified data

Haltless may aggregate and de-identify Customer Data so that it can no longer reasonably be associated with Customer or any individual ("Aggregated Data"). Haltless may use Aggregated Data for product improvement, benchmarking, security research, and to evaluate and tune its deterministic detection methods. Aggregated Data is not Confidential Information of Customer. Customer may opt out of this use at any time by writing to privacy@haltless.io. The opt-out applies prospectively only.

10. Service Level Agreement

Haltless's uptime commitment and support response targets are set out in the Service Level Agreement at /sla/. The remedies in the SLA are Customer's exclusive remedies for any failure of the Services to meet the stated availability or response targets.

11. Confidentiality

Each party may receive Confidential Information of the other party. Confidential Information must be treated with at least the same care the receiving party uses for its own confidential information, and at minimum with reasonable care. Confidential Information may be used only to perform under these Terms.

Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party not bound by a duty of confidentiality.

Disclosures required by law are permitted provided the receiving party gives prompt notice to the disclosing party where lawful.

12. Warranties and disclaimers

Mutual warranties. Each party warrants that it has the authority to enter into these Terms.

Service warranty. Haltless warrants that during the Subscription Term the Services will perform materially in accordance with the documentation. Customer's exclusive remedy and Haltless's sole liability for a breach of this warranty is the correction of the non-conforming Service or, if Haltless cannot reasonably correct it, a pro-rata refund of the fees paid for the affected period.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND HALTLESS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. HALTLESS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Industrial control safety disclaimer

The Services are a monitoring and analytics platform. They are not a safety-instrumented system (SIS) within the meaning of IEC 61511 and are not certified to any functional safety standard. Customer must not rely solely on the Services for safety-critical control decisions. Alerts may be delayed, missed, or incorrect. Customer remains responsible for all actual maintenance actions, operational safety protocols, and emergency-stop arrangements at its facilities.

14. Edge Agent terms

Customer authorizes the Edge Agent to read data from the industrial endpoints Customer configures. Haltless will not read endpoints that Customer has not configured.

Customer is responsible for the host on which the Edge Agent runs, including its operating system, network connectivity, electrical supply, physical security, and credentials used to read from PLCs and HMIs. Haltless is not responsible for damage to Customer's equipment caused by Customer's configuration choices, faulty wiring, or unsuitable network conditions. Haltless recommends but does not mandate network segmentation, access control lists, and standard industrial-cybersecurity practices.

Haltless may release updates to the Edge Agent from time to time. For non-critical environments updates may be applied automatically. For critical environments Customer may delay updates by configuration, subject to a reasonable maximum delay communicated by Haltless.

Customer shall not reverse engineer, decompile, or disassemble the Edge Agent except to the limited extent that applicable law expressly permits notwithstanding this restriction.

15. Limitation of liability

EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, WHETHER ARISING IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO HALTLESS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

"Excluded Claims" means claims arising from (a) a party's indemnification obligations; (b) breach of confidentiality; (c) infringement of intellectual property rights; (d) gross negligence, wilful misconduct, or fraud; (e) personal injury; or (f) Customer's payment obligations.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited by applicable law.

16. Indemnification

By Haltless. Haltless will defend Customer against any third-party claim that the Services as provided by Haltless infringe a valid intellectual property right, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Haltless. Haltless has no obligation under this section for claims arising from (a) Customer Data; (b) modifications of the Services not made by Haltless; or (c) use of the Services in combination with products not provided by Haltless where the claim would have been avoided absent the combination.

By Customer. Customer will defend Haltless against any third-party claim arising from Customer Data, Customer's misuse of the Services, or Customer's breach of these Terms, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Customer.

The party seeking indemnification must promptly notify the other party of the claim, give the indemnifying party sole control of the defence and settlement, and reasonably cooperate.

17. Force majeure

Neither party is liable for any delay or failure to perform an obligation under these Terms (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, failure of public utilities, failure of the public Internet, or supply-chain disruption. Performance is suspended for the duration of the event. If the event continues for more than 60 days, either party may terminate the affected portion of the Services without liability.

18. Sanctions, export controls, and anti-bribery

Each party shall comply with all applicable trade sanctions and export-control laws, including those administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, and the United Nations. Customer represents that it is not on any sanctions or restricted-party list and is not located in a country or region subject to comprehensive sanctions, and that it will not allow access to the Services from any such country or region without first obtaining any required licence.

Each party shall comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and the People's Republic of China Anti-Unfair Competition Law. Neither party will pay, offer, or authorize any improper payment to any government official or other person for the purpose of obtaining or retaining business.

19. Children's service exclusion

The Services are intended for business use only and are not directed to children. We do not knowingly accept registrations from anyone under 16 years of age in the European Economic Area, under 13 years of age in the United States, or under 14 years of age in the People's Republic of China. If we become aware that a registration has been made by a person below these ages, we will cancel the registration and delete the associated personal data.

20. Modifications

Haltless may modify these Terms from time to time. For material changes Haltless will provide at least 30 days' advance notice to customer administrators by in-product banner and email. If Customer does not agree to a material change, Customer's exclusive remedy is to terminate these Terms during the notice period by written notice, with a pro-rata refund of any prepaid unused fees. Continued use of the Services after the notice period constitutes acceptance.

The version of these Terms in force at sign-up is recorded against Customer's account.

21. Governing law, jurisdiction, and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms by negotiation before commencing legal proceedings. If negotiation does not resolve the dispute within 30 days, the parties agree to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

22. General provisions

Notices. Notices under these Terms must be in writing and may be given by email to the address each party designates for legal notices, or by registered post to the registered office. Notices are deemed received on the first business day after sending.

Assignment. Customer may not assign these Terms without Haltless's prior written consent, except to a successor by way of merger, consolidation, or sale of all or substantially all of its assets. Haltless may assign these Terms on the same conditions. Any other assignment is void.

Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Data Processing Addendum, Service Level Agreement, and any order form or statement of work signed by both parties, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the same subject matter.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

No waiver. A failure to enforce any right under these Terms is not a waiver of that right.

Survival. Sections 7 (Intellectual property), 8 (Customer Data), 9 (Aggregated and de-identified data), 11 (Confidentiality), 12 (Warranties and disclaimers), 13 (Industrial control safety disclaimer), 15 (Limitation of liability), 16 (Indemnification), 18 (Sanctions and anti-bribery), 21 (Governing law and disputes), and 22 (General provisions) survive termination.

Electronic signature. These Terms may be accepted electronically and that acceptance has the same effect as a handwritten signature.

Contact. For legal inquiries about these Terms, contact legal@haltless.io.