Terms of Service & Software License Agreement

Revised draft — not yet effective or lawyer-approved. Subject to legal review and completion of the publication requirements.

Effective date: Not yet effective; to be set when this version is published. Last updated: 6 September 2026 (draft revision)

These Terms of Service and Software License Agreement (the "Terms") govern access to and use of the Machinery Twin website, web application, Windows PLC Connector, and related services (collectively, the "Service"), operated by:

Marco Nucci, libero professionista
operating under the commercial name MN Automate
Via delle Officine 1
40069 Zola Predosa (BO), Italy
VAT / Partita IVA: IT04013141207
Telephone: +39 320 7090870
PEC: marco.nucci3@pec.it
Email: legal@machinerytwin.com

(the "Operator", "we", "us")

By expressly accepting these Terms through the acceptance control presented before account, guest, or Connector use, you ("you", the "User") agree to be bound by these Terms. If you use the Service on behalf of a company, you represent that you are authorized to bind that company, and "you" refers to that company.

1. Definitions

2. Eligibility and Acceptance

2.1 You must be at least 18 years old to use the Service.

2.2 The Service is intended primarily for professional and business use. A Business User acts for purposes relating to a trade, business, craft, or profession. A Consumer is a natural person acting outside those purposes. Actual circumstances and applicable law determine status; a declaration or VAT number does not remove mandatory consumer rights. Consumer protections apply wherever legally required, including qualifying free services supplied in exchange for personal data.

2.3 These Terms must be available to read and save before acceptance. Acceptance of these Terms is separate from marketing consent and any withdrawal-related consent. Business Users are also asked to give the specific approval in Section 18. Mere browsing, silence, or continued use does not replace an express approval required by law.

3. Accounts and Guest Mode

3.1 Certain features require an account. Authentication is provided through a third-party identity provider (Clerk). You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

3.2 The Free tier may be used without an account ("guest mode"). In guest mode, Projects are stored only locally in your browser (see Section 7.2). We have no copy of, and no ability to recover, guest-mode Projects.

3.3 You must provide accurate account information and keep it up to date.

4. Subscription Tiers, Billing, and Trials

4.1 Tiers. The features, limits, and prices of each Subscription Tier (Free, Simulation, Pro) are described on the pricing page at machinerytwin.com/pricing, which forms part of these Terms. Factory is a planned offering and is not currently available for purchase. We may change features and prices prospectively; changes do not affect a subscription period already paid.

4.2 Merchant of Record. Paddle acts as reseller and merchant of record for paid subscriptions. The Paddle legal entity identified at checkout and on your receipt is your seller. Its Buyer Terms govern the purchase, billing, taxes, and payment relationship; these Terms govern the Operator's Software and Service. Paddle processes payments, issues invoices, and executes refunds. These Terms do not change Paddle's obligations. Factory is unavailable; any future direct sale requires separate disclosed ordering and billing terms.

4.3 Billing cycle. Subscriptions renew automatically at the end of each billing period (monthly or annual) until cancelled. You may cancel at any time via the customer portal; cancellation takes effect at the end of the current billing period.

4.4 Trials. Simulation and Pro start with a 14-day free trial. No charge is made during the trial. Unless cancelled before it ends, the subscription converts to paid service at the price and billing interval disclosed at checkout. Trial restrictions, the first charge date, and renewal terms must be disclosed before the order is placed.

4.5 Commercial refunds. Our Refund Policy at machinerytwin.com/refund provides a 14-day money-back guarantee from the first annual charge, once per account, and refunds for duplicate or erroneous charges. Monthly charges and later annual charges have no additional Operator money-back guarantee. These limits do not restrict statutory remedies or more favorable rights under Paddle's applicable Refund Policy.

4.6 Tier enforcement. Feature availability is enforced by license checks. The Connector Application requires a valid signed-in entitlement. Circumventing tier limits or license validation is a material breach of these Terms.

4.7 Consumer withdrawal. A free trial does not replace or waive a statutory withdrawal right. EU Consumers generally have 14 days from conclusion of a distance contract to withdraw, subject to applicable exceptions and extensions for missing information. Paddle's policy also provides covered consumers a fresh 14-calendar-day withdrawal period when a free trial ends, subject to its lawful exceptions.

These Terms do not themselves obtain a waiver. For digital content not supplied on a tangible medium, loss of withdrawal rights requires all applicable legal conditions, including prior express consent to early supply, acknowledgment of the loss, and the required contract confirmation. For a service, starting performance alone does not extinguish withdrawal rights; any proportionate charge or loss on full performance requires the applicable express request, consent, information, and acknowledgment.

To withdraw or request a refund, use the receipt's support link or Paddle buyer support, or send an unequivocal statement to legal@machinerytwin.com and we will assist with the request. State your name, account email, order reference if available, and that you withdraw from the subscription. No particular wording or reason is required. Statutory reimbursement deadlines and remedies prevail over any longer administrative processing period.

5. License Grant (Software License / EULA)

5.1 Grant. Subject to these Terms and payment of applicable fees, the Operator grants you a limited, non-exclusive, non-transferable, non-sublicensable license, terminable under Section 14, to install and use the Software for your internal business or personal purposes, while these Terms apply, and within the limits of your Subscription Tier (including any per-seat limits).

5.2 License, not sale. The Software is licensed, not sold. The Operator and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted except as expressly stated.

5.3 Per-seat use. Unless your plan states otherwise, one subscription seat permits use by one named individual. Seat sharing between individuals is not permitted.

5.4 Updates. Connector Application releases are made available through the website and may require you to download and install a newer version. Some updates may be required for continued use (e.g., security or protocol fixes).

5.5 Templates and included assets. Template Projects and 3D assets distributed with the Software may be used within the Software and within your own Projects, including commercial Projects. They may not be extracted and redistributed as standalone assets or asset libraries. Third-party assets included in the Software are listed, with their licenses, at machinerytwin.com/attributions.

5.6 Open-source components. The Software includes open-source components under their own licenses, listed at machinerytwin.com/oss. Nothing in these Terms limits your rights under those licenses with respect to those components.

6. Restrictions

Except to the extent a restriction is prohibited by applicable law, you shall not:

(a) copy (other than for reasonable backup), modify, adapt, translate, or create derivative works of the Software;

(b) rent, lease, lend, sell, sublicense, distribute, publish, or otherwise make the Software available to third parties, including as a service bureau or managed service;

(c) reverse engineer, decompile, or disassemble the Software, except as permitted by mandatory law, including lawful observation, study, and testing and decompilation indispensable for interoperability under Articles 5 and 6 of Directive 2009/24/EC and their Italian implementation. Necessary backup copies and other non-waivable rights remain permitted. No prior permission from us is required to exercise a statutory exception; its legal conditions and limits continue to apply;

(d) circumvent, disable, or interfere with license validation, tier limits, or security features;

(e) remove or alter proprietary notices;

(f) misappropriate protected code or confidential information to develop a competing product, or publish misleading benchmarks. This does not prohibit lawful independent development, statutory software exceptions, or truthful comparative statements;

(g) use the Software in violation of applicable law, including export control laws.

7. Your Projects and Content

7.1 Ownership. You retain all rights in your Projects, including your 3D models, configurations, and data. These Terms transfer no ownership of your content to us.

7.2 Local storage. Projects are stored in your browser's local storage or on your device. Browser data can be deleted by you, your browser, or your IT policies at any time. We cannot recover locally stored Projects. Export important work regularly.

7.3 Your responsibilities. You are responsible for your content, including having the rights to any 3D models you import. You will not upload content that infringes third-party rights or contains malicious code.

7.4 Feedback. If you send us suggestions or feedback, we may use it without restriction or compensation.

7.5 No cloud project backup. The current Service does not provide cloud Project backup or synchronization. These Terms grant no general license to host your Projects. Any future optional hosting feature will require appropriate terms and privacy information before you enable it.

8. Third-Party Services

The Service relies on third-party providers, including: Clerk (authentication), Paddle (payments, merchant of record), Vercel (hosting and opt-in Web Analytics), Sentry (error reporting), and Resend (transactional and opted-in launch-notification email). Their processing of personal data is described in our Privacy Policy at machinerytwin.com/privacy. We are responsible for our contractual and statutory obligations even where we use suppliers. Separate third-party products remain subject to their own terms; this does not remove your rights against us for the Service we promise to supply.

9. Industrial Use, Simulation, and Connected Equipment — IMPORTANT

Read this Section carefully. It describes the intended use and limitations.

9.1 Simulation only. The Software provides simulation and visualization of machinery. Simulation results are approximations. The Software is not a measuring instrument, not a safety device, and not a substitute for commissioning, testing, and validation of real equipment. Real machine behavior may differ from simulated behavior for many reasons, including modeling simplifications, timing and communication latency, parameter differences, and configuration errors.

9.2 Not for safety-critical use. The Software is not designed, validated, or certified for use in safety-critical applications, safety functions (including within the meaning of functional-safety standards such as IEC 61508 or ISO 13849), or any context where failure could lead to death, personal injury, or severe physical or environmental damage. You shall not rely on the Software for such purposes.

9.3 Connected Equipment — your control, your responsibility. In HIL Mode, configured PLC or motion-control signals drive the Software's real-time kinematic digital twin for motion validation and visualization. You are solely responsible for: (a) the correctness of variable mappings; (b) compliance with your site's OT security and safety policies; and (c) supervising any session in which the Software is connected to physical equipment. Never rely on the Software as a safety function or as the sole basis for operating equipment.

9.4 Professional judgment. The Software is a tool for qualified professionals. Outputs must be reviewed and validated by competent engineers before being relied upon.

10. Availability and Support

10.1 There is no contractual uptime percentage or service-credit SLA unless separately agreed in writing. This does not remove our obligation to supply the purchased Service or mandatory conformity remedies. Changes are subject to Section 15.

10.2 Support is provided on a reasonable-efforts basis via support@machinerytwin.com. We aim to send a first response within two business days, Monday to Friday excluding Italian public holidays. This is a target, not a guaranteed resolution time or SLA.

11. Warranty Disclaimer

11.1 FOR BUSINESS USERS ONLY, AND SUBJECT TO SECTION 12.3, THE SERVICE AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF RESULTS, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT SIMULATION RESULTS WILL CORRESPOND TO REAL EQUIPMENT BEHAVIOR.

11.2 Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable law, including, for consumers, mandatory conformity rights for digital content and services under Directive (EU) 2019/770 as implemented in national law. Consumers retain rights to supply and conformity, necessary updates, and applicable remedies such as restoration of conformity, price reduction, or termination and reimbursement. The Business User disclaimer does not apply to Consumers or override express commitments in the purchased plan.

12. Limitation of Liability

12.1 FOR BUSINESS USERS ONLY, SUBJECT TO SECTION 12.3, THE OPERATOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, PRODUCTION, OR MACHINE DOWNTIME, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS.

12.2 FOR BUSINESS USERS ONLY, SUBJECT TO SECTION 12.3, THE OPERATOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, WITH A MINIMUM CAP OF €100. FEES INCLUDE AMOUNTS PAID THROUGH PADDLE FOR THE SERVICE, NOT MERELY THE NET AMOUNT REMITTED TO THE OPERATOR.

12.3 Mandatory carve-outs. Nothing in these Terms excludes or limits liability (a) for willful misconduct (dolo) or gross negligence (colpa grave), which cannot be excluded under Article 1229 of the Italian Civil Code; (b) for death or personal injury caused by our negligence; or (c) in any other case where exclusion or limitation is not permitted by applicable law.

12.4 Sections 12.1–12.2 do not apply to Consumers. Their claims are governed by applicable law. Section 9 describes safe intended use and does not exclude liability for our own breach or override Section 12.3.

13. Indemnification

13.1 This Section applies only to Business Users. You will reimburse reasonable, documented losses, damages finally awarded, settlements you approve, and reasonable legal costs from third-party claims to the extent caused by your culpable breach of these Terms, including infringing content or prohibited industrial use. No indemnity is owed to the extent a claim results from the Operator's breach, negligence, willful misconduct, or other conduct for which the Operator is legally responsible.

13.2 We must promptly notify you of a claim, reasonably cooperate, mitigate losses, and give you a reasonable opportunity to participate in its defense. Neither party may settle a claim imposing an admission, payment, or non-monetary obligation on the other without that party's written consent, not to be unreasonably withheld.

14. Term, Suspension, and Termination

14.1 These Terms apply from your acceptance for as long as you use the Service.

14.2 You may terminate at any time by cancelling your subscription and ceasing use.

14.3 We may suspend or terminate your access for material breach (including Sections 6 and 9), non-payment, or where required by law. Where practicable, we will give notice and an opportunity to cure.

14.4 Effect of termination. Cancellation of a paid subscription normally leaves access until the paid period ends, after which only Free-tier rights remain if your account has not been terminated. On termination of these Terms, the license ends and you must stop using the Software and uninstall the Connector Application. You retain your own Projects and exported files. We hold no cloud copy and promise no hosted export window; export before losing access. Mandatory content-retrieval and refund rights remain unaffected. Sections 5.2, 7.1, 7.4, and 11–13 and 16 survive to the extent needed to resolve accrued rights and claims.

15. Changes to the Service and to these Terms

15.1 We may propose changes for valid reasons: changes in law, security needs, compatibility with supported systems, or development of the Service. Material Terms changes require at least 30 days' advance notice on a durable medium, such as email or a downloadable notice you can retain unchanged. We will explain their effect and any right to reject them. New prices apply only to a future renewal after notice and an opportunity to cancel. Changes do not retrospectively remove accrued rights.

15.2 Material contractual changes require express acceptance where legally required, including renewed specific approval for relevant Business User clauses. If you reject a material adverse change, you may end the affected service before it takes effect and receive reimbursement for prepaid unused service that we will no longer supply on the agreed terms. Continued use alone is not specific written approval.

15.3 For Consumers, changes beyond those necessary to maintain conformity must have a valid reason stated above, impose no additional cost, and be clearly explained. If a change negatively affects access or use more than minimally, we will give reasonable advance notice on a durable medium describing the change, timing, and right to terminate free of charge within 30 days of receipt of the information or the change, whichever is later. This termination right does not apply where we enable continued use without the change, without extra cost, and in conformity. Any more protective mandatory rule prevails. Urgent lawful security action remains subject to applicable notice and remedy obligations.

16. Governing Law and Jurisdiction

16.1 These Terms are governed by Italian law. The UN Convention on Contracts for the International Sale of Goods does not apply. Mandatory conflict-of-law protections, including those protecting Consumers, remain applicable.

16.2 For Business Users, the courts of Bologna, Italy, have exclusive territorial jurisdiction, subject to mandatory subject-matter jurisdiction and valid specific approval under Section 18. If that agreement is ineffective, statutory jurisdiction rules apply.

16.3 For users qualifying as consumers under applicable law, mandatory consumer protections and jurisdiction rules of their country of habitual residence remain unaffected. Consumers may bring claims in any court available under mandatory rules; no exclusive Bologna forum is imposed on them.

16.4 Complaints may be sent to legal@machinerytwin.com; billing complaints may also be sent to Paddle through paddle.net. If a consumer complaint cannot be resolved, we will provide information about the relevant alternative dispute resolution body and whether we are required or willing to participate, as applicable law requires. This does not restrict access to courts. The former EU ODR platform is discontinued.

17. Miscellaneous

17.1 Entire agreement. These Terms, the pricing page, the Refund Policy, and the Privacy Policy constitute the entire agreement regarding the Service.

17.2 Severability. If a provision is invalid, the remainder continues where the agreement can lawfully stand without it. Mandatory law governs any resulting gap; an unfair consumer term is not rewritten merely to preserve its economic effect.

17.3 Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets, with notice to you.

17.4 No waiver. Failure to enforce a provision is not a waiver.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.6 Contact. legal@machinerytwin.com — Marco Nucci, Via delle Officine 1, 40069 Zola Predosa (BO), Italy. PEC: marco.nucci3@pec.it.

17.7 Language. The language offered and accepted at contracting governs the agreement, subject to mandatory local-language and transparency requirements. An English version does not waive rights to information in another language required by applicable law.

18. Specific Approval for Business Users

Separately from general acceptance, Business Users are asked to approve the following statement through a distinct acceptance control or signature:

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, I specifically approve
Sections 4.3 (automatic renewal); 6(b) (restrictions on making the Software available
to third parties); 10.1 (absence of an uptime SLA); 11.1 (Business User warranty
disclaimer); 12.1–12.2 (Business User exclusions and liability cap); 13 (Business
User indemnity); 14.3 (suspension and termination by the Operator); 15 (changes to
the Service and Terms); 16.2 (exclusive Bologna jurisdiction); and 17.3
(restrictions on assignment).

This specific approval does not validate a clause prohibited by mandatory law and does not apply Business User limitations to Consumers.

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Adapted from Basecamp policies (https://github.com/basecamp/policies), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/), with modifications for Machinery Twin. No endorsement is implied.