CodeREADr Product Addendum

Version 2.0 • June 18, 2025           View Previous Versions

This CodeREADr Product Addendum (“Product Addendum”) describes the Subscription for the Licensed Product and is fully incorporated into and made a part of the Master Services Agreement (“MSA”) as published on May 22nd, 2025 at https://www.codereadr.com/terms/, between Client and CodeREADr Inc (“Service Provider”), together with any other incorporated Addendums, each as they may be amended from time to time, the (“Agreement”). Nothing contained herein shall act as a waiver of either party’s rights or obligations arising from the Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

The Licensed Product includes the Barcode Scanner Mobile App(“Mobile App”) which is distributed through Google Play or the App Store and the Web-based Management Portal (together the “Barcode System”) provided by the Service Provider through its Cloud Service. The “Web-based Management Portal” enables the Client to manage users, devices, services, databases, scans, questions, tasks, and integrations configured in the Barcode System for the purpose of Automatic Identification and Data Capture(“AIDC”) using the Mobile App. The range of available features available within the Barcode System depends on the Client’s Subscription level, and may include, but is not limited to:

(A) Creating and managing Services,

(B) Creating and managing validation Databases,

(C) Creating and managing User access and roles

(D) Creating and managing data collection Questions

(E) Managing and exporting scans and collected data

(F) Creating and scheduling Tasks

(G) Creating and managing Integrations with 3rd party services

The Client’s access to the Barcode System shall be provided through a Cloud Service account (“Account”). Account access will commence on the Subscription Start Date and continue until the end of the last Subscription or Account cancellation, both of which will terminate this Agreement. Each Account is designated for use by only one customer each.

The Client may register for multiple Accounts, and each Account with a Subscription will remain active for the duration of its own Subscription Term. The Client is responsible for all agreed-upon costs and fees associated with the usage of each active Subscription. The Client must manage and monitor usage of their Accounts to ensure compliance with the terms of the Agreement and applicable laws, regulations, and guidelines.

The Subscription period of the Barcode System shall commence on the Effective Date of the initial order and shall continue for an initial term set forth below (the “Initial Term”). After the Initial Term, the Subscription will renew for successive periods of equal duration (each a “Renewal Term”), as set forth below, unless the Subscription is terminated by either party described below. For Subscriptions purchased through the Web-based Management Portal, the Effective Date shall be the date of the Subscription upgrade.

If the Initial Term is a period of (1) one year, the Subscription will automatically renew for successive one (1) year Renewal Terms, each a Subscription Period, unless terminated by either party. To terminate the Subscription, either party must provide written notice of its intent not to renew prior to the end of the then-current Subscription Period, unless otherwise agreed in writing. The Service Provider shall provide Client 90 days’ advance written notice of its intent not to renew the Subscription under the current Subscription terms.

If the Initial Term is one (1) month, the Subscription will automatically renew for successive one (1) month Renewal Terms, each a Subscription Period, unless terminated by either party prior to the next Renewal Term. The Client shall authorize its Account administrator to terminate its Subscription by signing into the Account and electing to terminate immediately or at the end of the current Term. For data security reasons, the Client may not cancel a monthly Renewal Term solely by providing an email notice of termination to the Service Provider.

The pricing for the Subscription comprises a subscription fee and usage fees (“Fees”). The subscription fee covers the Client’s access to the account and features included within their selected Subscription plan. The usage fees are charged on a per device basis, depending on the maximum number of unique devices signed into by Client’s App Users during each Subscription Term. The Subscription fee may include a pre-determined number of devices intended to be used during each Subscription Term. If the Client exceeds this device limit, additional usage fees will be applied for each additional unique Device(“Overage”) unless Overage disabled by Client in the Account. Additional Fees may also include certain add-on’s or integrations added to the Subscription by the Client. Finally, professional services fees, custom development fees, training fees, support fees, and custom Paid SLA fees may also be included, if agreed by the Parties in writing.

The Client will be invoiced for the Subscription fee and any other fees agreed in writing at the beginning of the Subscription Term and billed the applicable usage fees for Overage at the end of the Subscription Term or end of the monthly cycle, whichever is sooner.

The Client agrees to adhere to the following payment terms for the Subscription fee and usage fees associated with the Barcode System:

(A) Invoicing: The Subscription fee will be invoiced based on the Subscription tier selected. Usage fees not pre-paid will be invoiced at the end of the Subscription Period.

(B) Payment Due Date: All amounts due shall be received by the Service Provider no later than 30 days from the date the invoice is made available to the Client or, if applicable, the payment terms defined in the Order Form. Amounts not received by the due date will be considered past due.

(C) Late Payment Penalty: The Service Provider reserves the right to impose a late payment penalty of 2% per month on all past due amounts. This penalty will be applied to the outstanding balance and will accrue monthly until the past due amount is paid in full.

(D) Payment Methods: The Client must make payments using the agreed currency and payment methods outlined in the Subscription. The Client is responsible for any fees or charges associated with their chosen payment method.

The Client is responsible for monitoring and managing the use of the Barcode System by the users it authorizes to sign in to the Account (“Users”). The Client must take appropriate measures to ensure that Users do not use the Barcode System for fraudulent or illegal purposes, or in any manner that violates applicable laws, regulations, or guidelines. This may include, but is not limited to, providing clear usage instructions, establishing and enforcing access policies, and implementing measures to detect and prevent unauthorized data disclosure.

In the event that the Client becomes aware of any improper, illegal, unauthorized, or fraudulent activity(“Misuse”) by an User, they must promptly take appropriate action to address the situation.

To the maximum extent provided by law, the Service Provider disclaims any liability for the Misuse by Users, as well as any consequences or damages resulting from such Misuse. The Client acknowledges and agrees that they are solely responsible for any consent required for the processing of the data collected by their Users and for ensuring compliance with all applicable laws, regulations, and guidelines related to the collection and processing of personally identifiable information or sensitive information, if applicable.

The Client is responsible for inviting and granting permissions to its Users. The Client must ensure that its Users have appropriate access rights to its data that align with the Client’s privacy policies, contractual obligations, physical location, employer, role and responsibilities.

The Service Provider sends system emails to individuals added by the Client as a User. System emails sent to Users may include account creation, password reset, notifications, and other Account related information necessary for the effective management of the Barcode System.

The Client is responsible for providing accurate email addresses for the administrators and ensuring that the invited Users are authorized to access the and manage the applicable data and settings. If Client manages User’s usernames or passwords, Client is responsible for ensuring the transfer and storage of login information received by its email recipients adheres to security best practices.

While the Service Provider makes reasonable efforts to ensure the deliverability of system emails, it cannot guarantee successful delivery due to factors beyond its control, such as Client email server settings, spam filters, or use of incorrect email addresses. The Service Provider disclaims any liability for the failure to deliver an email or Users mishandling of such emails.

The Client may create custom links to share its collected data(“Share Links”) through email to a pre-defined email recipient. The Client has the ability to customize the data exported in each Share Link.

The Client is solely responsible for the Share Link configurations and the accuracy and authenticity of the email recipients receiving Share Links. Client understands that Share Link emails forwarded to other emails are not trackable by the Service Provider. Client understands that if data contains PII, Share Links must limit access to data with authentication.

The Client is responsible for ensuring the email addresses it configured to receive Share Links as well as the data which is shared adheres to all applicable laws, regulations, and guidelines if applicable. The Service Provider disclaims any liability for the data Client shares, except in the case of the Service Provider’s error or unauthorized disclosure.

The Service Provider shall make reasonable efforts to ensure the deliverability of emails it sends containing Share Links, but cannot guarantee successful delivery due to factors beyond its control, such as recipients email server settings, email server location, spam filters, or incorrect email addresses. The Service Provider disclaims any liability for the failure to deliver, or the Client or Users mishandling of such emails.

To use the Mobile App, each User must have a valid email address (or a username) and a mobile device operating system that is compatible with the latest version of the Mobile App. The Service Provider does not warrant that the Mobile App is or will remain compatible or available with every mobile device or operating system version. The Service Provider is not responsible for any data charges a User may incur from their wireless provider for download, use, or upgrading the Mobile App. Client acknowledges that Service Provider may from time to time publish upgraded versions of the Mobile App, and if configured by the User, may automatically upgrade the version of the Mobile App on their mobile device. The Service Provider also may require Users to upgrade their version of Mobile App for good cause in order to continue to use the Barcode System securely, or upgrade their Operating System to remain compatible with the latest version of the Mobile App or App Store.

The Client acknowledges that the Service Provider is not obliged to monitor or audit any Client services, configurations, disclosures or data. However, the Service Provider reserves the right, when there is a good cause and at its sole discretion, to audit, investigate, refuse, or suspend any Account or Service that may violate the terms of this Agreement or any applicable law.

Service Provider will not monitor or access Client Data classified as Confidential or Sensitive, including, but not limited to Personal Data and will not conduct audits on such data without express permission from the Client, the Client’s authorized representative, or in certain cases the User to whom the data pertains exercises their data rights. This condition can be unilaterally overridden in good faith by the Service Provider when required by law or when necessary for a) an investigation of suspected or reported fraud, b) an investigation a suspected or reported data breach, c) an investigation of a breach of this Agreement, d) ensuring compatibility with a software update to prevent downtime, e) the security, health, reputation, safety or welfare of an individual or institution.

By entering into this Product Addendum, the Client gives its irrevocable consent to such good faith auditing and investigatory procedures during the Term. It remains the Client’s responsibility to ensure that all content and data it provides, transmits, or uses in connection with the Barcode System complies with the terms of this Product Addendum, applicable laws, regulations, and guidelines.

The Service Provider is committed to offering comprehensive support to the Client for the effective use of the Barcode System and related services. The support options available includes, but is not limited to, the provision of documentation, training materials, troubleshooting, and direct assistance from the Service Provider’s support team, as required.

Based on the Subscription tier, the Service Provider’s support team can be contacted through the designated support channels, such as email or phone, during specified business hours. The support team will make reasonable efforts to respond to and resolve any Client inquiries or issues in a timely and efficient manner, prioritizing requests based on their urgency and impact.

The Client is encouraged to make use of the support resources provided by the Service Provider, such as knowledge bases, FAQs, and user guides, to resolve common issues and better understand the features and functionalities of the Barcode System.

The Service Provider reserves the right to charge additional fees for support, audits, and product training services that go beyond the basic offering or require significant time and resources. Any such additional fees will be communicated to and agreed upon by the Client before the provision of the extra support, audit or training services.

Client is responsible for being the primary support contact for their Users. Client must provide its Users a support email address and phone number for support. The Client may escalate any support requests from its Users to the Service Provider which its administrators cannot resolve or require assistance with.

In addition to the Client-provided support, Users may occasionally contact the Service Provider directly for assistance. If the Service Provider receives support requests from Users, they will assess the nature of the request and either redirect the User to their respective Client support contact address or optionally handle the support request directly, if applicable.

By handling certain technical support requests directly, the Service Provider aims to ensure the efficient resolution of technical issues related to the Barcode System functionality while allowing the Client to focus on support requests specifically related to the Account configuration, data and its use.

Service Provider shall strive at all times during the Term of the Agreement to ensure that the Barcode System and Account is functioning and available as set forth in this Product Addendum at least 99.95% of the time, or as otherwise defined in a separate Paid Service Level Agreement (“Paid SLA”) between the parties.

In addition to the Service Provider’s commitment to service uptime, the Mobile App is designed to function offline in certain configurations. This offline configuration option allows Users to access the App and use the Services even in situations where internet connectivity is unavailable or limited. However, certain features and functionalities of the Mobile App that require internet connectivity, such as logging in, updates or synchronization of data in the cloud, may not be accessible during offline usage.

The Barcode System may be integrated by Client with external systems, to synchronize users or data and enable seamless functionality between systems. The Client is responsible for the proper implementation, configuration, and maintenance of these integrations in accordance with the Service Provider’s guidelines and any applicable laws, regulations, and industry standards.

The Service Provider disclaims any liability for issues, malfunctions, or damages resulting from the Client’s implementation, configuration, and maintenance of their integrations with external systems, except in the case of errors by the Service Provider. This includes, but is not limited to, data loss, security breaches, unauthorized access, or disruptions in system operations. The Client acknowledges that any assistance provided by the Service Provider outside the scope of the Barcode System documentation related to integrations, including guidance, troubleshooting, or support, is provided on an “as-is” basis without any warranty, express or implied. The Service Provider shall not be held responsible for any adverse outcomes or damages resulting from the Client’s reliance on such assistance.

The Service Provider reserves the right to limit or suspend the Client’s integration if the Third Party integration is found to be violating applicable laws or any of the terms of this Agreement.

The following applies to the Mobile App which Users download from the Google Play Store (“Google-Play Apps”): (i) Client acknowledges that the Agreement is between Client and Service Provider only, and not with Google, Inc. (“Google”); (ii) all use of Google-Play Apps must comply with Google’s current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where Users obtain the Google-Play Apps; (iv) Service Provider, and not Google, is solely responsible for its published Google-Play Apps; (v) Google has no obligation or liability to Client with respect to Google-Play Apps or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as relates to Service Provider’s Google-Play Apps.

The following applies to the Service Provider’s Mobile Apps which Client’s App Users download from the App Store (“App Store-App”): You acknowledge and agree that this Agreement is solely between Client and Service Provider, not Apple, and that Apple has no responsibility for the App Store-App or content thereof. Any use of the App Store-App must comply with the App Store Terms of Service. Client acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-App. Apple will have no other warranty obligation whatsoever with respect to the App Store-App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Service Provider as the provider of the software. Client acknowledges that Apple is not responsible for addressing any end user claims or those of any third party relating to the App Store-App or an end user’s possession and/or use of the App Store-App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Service Provider as provider of the software. Client acknowledge that, in the event of any third-party claim that the App Store-App or the possession and use of that App Store-App infringes that third party’s intellectual property rights, Service Provider, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. The Parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to the App Store-App, and that Apple will have the right (and will be deemed to have accepted the right) to enforce these terms as relates to the App Store-App as a third-party beneficiary thereof.

Service Provider offers managed services for an extra charge per managed task or managed hour. To request a managed service, Client must obtain a Managed Service SOW from the Service Provider Managed Services team. Managed services are optional and can be bought separately from a Subscription.Service Provider Managed Services cannot manage third-party integrations or systems.

If Service Provider offers, and Client registers for, a free plan or free trial (hereafter “Free Trial Plan”) of the Barcode System, Service Provider will make the applicable Account available to Client on a trial basis free of charge until the earlier of (a) the end of the free trial plan period for which Client subscribed, or (b) the start date that Client purchases a paid Subscription, or (c) termination of the free trial trial by Service Provider. Additional plan limitations, restrictions, terms and conditions may appear on the free trial trial registration web page, including the duration of the free plan trial subscriptions. Any such additional terms and conditions are hereby incorporated into this Addendum by reference and are legally binding only while subscribed to a Free Trial Plan. The Service Provider reserves the right to limit, or modify the limits of the Free Trial Plan at any time for any reason.

WITH RESPECT TO THE FREE TRIAL PLAN, CLIENT DATA TRANSFERRED TO THE BARCODE SYSTEM, FEATURES AND CONFIGURATIONS MADE DURING THAT SUBSCRIPTION MAY BE PERMANENTLY LOST UNLESS A PAID SUBSCRIPTION IS PURCHASED TO GAIN ACCESS TO THE FEATURES AS THOSE COVERED BY THE FREE TRIAL PLAN PRIOR TO THE END OF THE APPLICABLE DATA RETENTION PERIOD OR SUBSCRIPTION RENEWAL DATE. NOTWITHSTANDING ANY SERVICE PROVIDER REPRESENTATION OR CLIENT REMEDY IN THE MASTER SERVICE AGREEMENT, INCLUDING BUT NOT LIMITED TO THE “WARRANTIES” SECTION 5, AND “INDEMNIFICATION” SECTION 9.1,9.4,9.5 , DURING THE FREE TRIAL PLAN THE LICENSED PRODUCT IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND AND SERVICE PROVIDER SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE LICENSED PRODUCT USE DURING THE FREE PLAN PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SERVICE PROVIDERS LIABILITY WITH RESPECT TO THE LICENSED PRODUCT PROVIDED DURING THE FREE TRIAL PLAN PERIOD SHALL NOT EXCEED $100.00 USD. WITHOUT LIMITING THE FOREGOING, SERVICE PROVIDER AND AFFILIATED PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE LICENSED PRODUCT DURING THE FREE TRIAL PLAN PERIOD WILL MEET YOUR REQUIREMENTS OR THE SERVICE OBLIGATIONS, OR THAT (B) YOUR USE OF THE LICENSED PRODUCT DURING THE FREE TRIAL PLAN PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, OR THAT (C) SERVICE PROVIDERS PROVISION OF THE LICENSED PRODUCT WILL CONFORM WITH ALL APPLICABLE DATA PROTECTION LEGISLATION. EXCEPT FOR CLIENTS REMEDY FOR THE DISCLOSURE OF CONFIDENTIAL INFORMATION UNDER SECTION 6, THE CLIENTS SOLE REMEDY FOR ANY BREACH OF THESE TERMS BY SERVICE PROVIDER SHALL BE THE TERMINATION OF THE APPLICABLE ACCOUNT. CLIENT SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SERVICE PROVIDER AND USERS FOR ANY DAMAGES ARISING OUT OF ANY BREACH OF THIS ADDENDUM OR THE USE OF THE LICENSED PRODUCT BY CLIENT DURING THE FREE TRIAL PLAN SUBSCRIPTION PERIOD.