1.1 This Agreement is a binding agreement between PAiGE Link, LLC (“Company,” “we,” “us”) and the business or individual that signs an Order, accepts a pilot, or otherwise uses the Platform (“Customer”). If you accept for a company, you represent that you have authority to bind it[cite: 3].
1.2 “Platform” means the PAiGE mobile applications, web admin console, APIs, and associated dispatch services. “Devices” means the mobile devices on which the Platform runs, whether supplied by Company or by Customer. “End Users” means Customer’s workers who use the Platform on Devices. “Customer Data” means data that Customer or its End Users submit to or generate through the Platform, including rosters, messages, acknowledgments, and audit logs. “Order” means an order form, quote, or pilot confirmation[cite: 3].
1.3 Customer is responsible for its End Users’ compliance with this Agreement. Before End Users use the Platform, Customer shall tell them that messages and acknowledgments are logged, and that location and voice features, if enabled, are processed as described in Part II[cite: 3].
1.4 If Customer and Company sign a separate master services agreement, it controls over any conflict with this Agreement[cite: 3].
2.1 Operational dispatch tool. The Platform is an operational dispatch and communication tool for industrial and frontline teams. It delivers three message tiers: Tier 1 (information), Tier 2 & 3 (dispatch and priority alerts/tasks requiring acknowledgment), and Tier 4 (critical alerts)[cite: 3].
Tier 4 critical alerts are intended to supplement, not replace, Customer’s mandated fire, life-safety, and emergency alarm systems, public address systems, OSHA-required alarms, emergency action plans, and 911 services. THE PLATFORM IS NOT CERTIFIED AS A LIFE-SAFETY, FIRE-ALARM, OR CRITICAL MEDICAL SYSTEM, AND CUSTOMER SHALL NOT RELY ON IT AS ITS ONLY MEANS OF WARNING WORKERS OF DANGER.
2.3 Customer’s safety program. Customer is solely responsible for its own safety program, emergency procedures, worker training, and compliance with OSHA and other laws, including deciding which hazards and messages are sent through the Platform and to whom[cite: 3].
2.4 Records, not advice. Audit logs and reports record what was sent, delivered, and acknowledged. They are not legal advice, are not a guarantee of regulatory compliance, and do not guarantee that any person saw, understood, or acted on a message[cite: 3].
2.5 Hardware and network dependency. Delivery of notifications, audio alerts, and messages depends on third-party cellular networks, facility Wi-Fi coverage, radio-frequency conditions, Device state, operating system background restrictions, and battery levels. Company disclaims liability for delayed, dropped, or unreceived notifications resulting from outages, dead zones, power loss, or operating-system suppression of the app. The admin console shows each Device’s online or offline status. Customer should test coverage in its facility and keep backup procedures in place[cite: 3].
2.6 Translation and transcription. If translation or voice-to-text features are enabled, their output is generated automatically and may contain errors. Customer shall not rely on automated translation or transcription for safety-critical instructions and should use typed, human-verified messages for safety content[cite: 3].
3.1 Grant. Subject to this Agreement and active subscription or pilot status, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to install and use the Platform on designated Devices solely for Customer’s internal business operations[cite: 3].
3.2 Restrictions. Customer and its End Users shall not[cite: 3]:
3.3 Customer-owned Devices. Customer-owned Devices must meet the requirements Company specifies. Compatibility is confirmed model by model, and Company may decline to support a Device model[cite: 3].
4.1 A pilot is a time-limited evaluation, typically one to two weeks, at no fee unless the Order says otherwise and with no obligation to purchase. Either party may end a pilot at any time on verbal or written notice[cite: 3].
4.2 The pilot Platform and any loaned Devices are provided as is. Customer shall keep its existing safety and communication procedures in place and shall not use the pilot as its sole means of communicating safety-critical information[cite: 3].
4.3 Loaned Devices remain Company property and shall be returned within 7 days after the pilot ends. Customer is responsible for loss or damage beyond normal wear[cite: 3].
4.4 Within 30 days after a written request following a pilot, Company will delete or return Customer Data, except exports Customer has already received[cite: 3].
5.1 Fees are stated in the Order, invoiced monthly in advance, and due within 30 days. Late amounts bear interest at 1% per month or the maximum permitted by law. Fees exclude taxes[cite: 3].
5.2 Where the Order includes bundled data connectivity, it is provided at the flat fee stated and subject to fair use as the Order describes. Company may change fees on renewal with 60 days’ written notice[cite: 3].
5.3 Hardware purchased through Company. Title passes on payment in full. Company passes through the manufacturer’s warranty and makes no separate warranty on hardware. Deposits are non-refundable once Company has placed the related wholesale order. Returns follow the manufacturer’s policy and hold a restocking fee of 10%[cite: 3].
5.4 Company makes no hardware warranty on Customer-owned Devices[cite: 3].
6.1 The term is stated in the Order and renews for successive 12-month periods unless either party gives 30 days’ written notice of non-renewal[cite: 3].
6.2 Either party may terminate for the other’s material breach that remains uncured 30 days after written notice[cite: 3].
6.3 Company may suspend access for non-payment, a security risk, or a violation of Section 3.2, with notice where practical[cite: 3].
6.4 On termination, the license ends and Customer may export its audit logs for 30 days. Provisions that by nature should survive, including Sections 8 through 14, survive[cite: 3].
7.1 Company provides support by email at support@paigelink.com during standard business hours. Response targets, if any, are stated in the Order[cite: 3].
7.2 Company does not guarantee uninterrupted or error-free operation. The Platform depends on third-party cloud services and carrier networks, and Company may perform maintenance. Customer shall not treat the Platform as a guaranteed-delivery system[cite: 3].
8.1 Customer owns Customer Data. Company uses it only to provide, secure, support, and improve the Platform as described in Part II[cite: 3].
8.2 Each party shall keep the other’s non-public information confidential, use it only to perform this Agreement, and disclose it only to personnel and service providers who need it and are bound by confidentiality, or as required by law. This does not cover information that is public, independently developed, or already known without restriction. These obligations last 3 years after termination[cite: 3].
8.3 Customer is responsible for retaining exported logs for its own legal and regulatory needs[cite: 3].
Company retains all right, title, and interest in the Platform, including source code, software architecture, mobile applications, database schemas, web consoles, interface designs, logos, and the marks “PAiGE” and “PAiGE Link.” Customer retains its Customer Data. Company may use feedback Customer provides without restriction. Nothing in this Agreement transfers ownership of intellectual property[cite: 3].
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT[cite: 3].
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR PRODUCTION DOWNTIME[cite: 3].
11.2 COMPANY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED TO COMPANY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR $1,000 IF NO FEES WERE PAID (FOR EXAMPLE, DURING A PILOT)[cite: 3].
11.3 Nothing in this Agreement limits liability that cannot be limited under applicable law[cite: 3].
11.4 The parties agree these limits reflect a fair allocation of risk and are essential to the pricing of the Platform[cite: 3].
12.1 By Customer. Customer shall defend and indemnify Company against third-party claims arising from (a) Customer’s or its End Users’ use of the Platform in breach of this Agreement, (b) Customer’s reliance on the Platform as its sole means of emergency warning, contrary to Section 2.2, or (c) Customer Data or Customer’s failure to give required notices to workers[cite: 3].
12.2 By Company. Company shall defend Customer against third-party claims that the Platform infringes that party’s intellectual property rights, excluding claims caused by Customer Data, modifications, or combinations not made by Company[cite: 3].
12.3 Procedure. The indemnified party shall give prompt written notice, allow the indemnifying party to control the defense, and cooperate reasonably[cite: 3].
Neither party may assign this Agreement without the other’s written consent, except that either party may assign it to a successor in a merger or sale of substantially all of its business. Neither party is liable for delay caused by events beyond its reasonable control. Notices may be given by email to the addresses in the Order. The parties are independent contractors. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver. This Agreement, with any Order, is the entire agreement on its subject. Acceptance may be given electronically[cite: 3].
This Agreement is governed by Wisconsin law, without regard to conflict-of-laws principles. Any action arising out of it shall be brought exclusively in the state or federal courts located in Brown County, Wisconsin[cite: 3].