Terms of Sale

These Terms of Sale for the Provision of Hardware, Software, and Services (this “Agreement”) govern Customer’s purchase of KCF products and services. By accepting this Agreement as described below, Customer agrees to be bound by these terms. KCF may amend these Terms of Sale (alternatively, this “Agreement”) from time to time by posting amended Terms of Sale on our website at least thirty (30) days before their effective date. The Terms of Sale that are in effect when an Order is placed with KCF shall govern that order. Any additional or conflicting terms in a Customer purchase order, order acknowledgment, or other Customer-issued document are hereby rejected and shall have no force or effect, unless expressly agreed to in writing by an authorized representative of KCF. KCF’s acceptance of a purchase order is not acceptance of any terms contained therein.  

Use of KCF products and services is subject to the KCF Privacy Policy and any applicable product Terms of Use. Please review and confirm that You and Your intended users agree with the KCF Privacy Policy and all applicable KCF product terms of use prior to purchasing and using KCF products and services. These Terms of Sale, the KCF Privacy Policy, all applicable product Terms of Use, and all applicable additional terms and conditions, policies, and statements are collectively referred to as the “Agreement.” 

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 

This Agreement was last updated on July 10, 2026.

1. Definitions

Capitalized terms shall have the meanings set forth below, in addition to the designations appearing elsewhere in this Agreement.

A. Customer

Means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Orders.

B. Customer Materials

All data and materials owned by Customer prior to the Effective Date, including sensor output data generated during the Term.

C. Hardware

All equipment provided to Customer, whether purchased or made available under Subscription under this Agreement or an Order.

D. Intellectual Property

Each party’s patents, copyrights, trademarks, trade secrets, or other proprietary information, any ideas, concepts, techniques, inventions, processes, comprising, embodied in or practiced in connection with such party’s products, software, services, or technologies (including all modifications, enhancements, configurations, upgrades, and improvements thereto including, without limitation, any developed by such party during the course of this Agreement).

E. KCF Documentation

KCF’s information manuals in printed or electronic form containing operating instructions and performance specifications that KCF generally makes available to users of the KCF Technology. KCF Documentation does not include marketing materials.

F. KCF Facility

KCF’s offices located at 300 Penntech Drive, Suite 2, Bellefonte, PA 16823.

G. KCF IP Rights

Any patent, copyright, trade secret, trademark, or other Intellectual Property right embodied in or related to the KCF Technology, as modified or improved from time to time.

H. KCF Marks

The KCF name and logo, DeskAI, DeskAI+, SmartDiagnostics®, Sentry, and derivations thereof, as well as any other product and service names lawfully used by KCF in connection with the services provided in this Agreement.

I. KCF Technology

The technology, Hardware, Software, and Services being provided under the terms of this Agreement, as modified or improved from time to time.

J. Order

An ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and KCF or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

K. Project Deliverables

The Hardware, Software and Services that Customer or Customer’s Affiliate purchases under an Order or online purchasing portal.

L. Services

All installation, support, monitoring, analytical, and engineering services provided by KCF, including any predictive or diagnostic machine-health functions delivered through Hardware, Software, or cloud-based tools.

M. Software

All KCF-provided software and cloud-based functionality, including user interfaces, firmware, algorithms, analytics, AI/ML models, and any related components, together with all updates, enhancements, and modifications whether developed through human effort or automated learning.

N. Subscription

Unless otherwise provided in the applicable Order or Documentation, Hardware, Software and Services are purchased as Subscriptions for the term stated in the applicable Order or in the applicable online purchasing portal.

2. Invoicing and Payment

A. Fees

Customer shall pay all fees expressly specified in each Order, including all shipping charges and freight costs, taxes (including value added taxes), import fees and duties, insurance, and any other charge incidental to Customer’s purchase, delivery, and receipt of the Project Deliverables (“Additional Charges”). Customer’s payment obligations are non-cancelable and non-refundable, except in the event of Customer’s termination under Section 10.

B. Invoicing

KCF will issue invoices to Customer as follows: (i) CapEx Hardware, upon shipment and (ii) all Hardware, Software, and Services Subscriptions, upon installation and data is trending in SmartDiagnostics or ninety (90) days after ship date, whichever occurs first; provided, however, that KCF’s failure to issue invoices on such basis will not waive any rights to payment.

C. Payment

All fees are due and payable thirty (30) days from the date of the invoice. All payments made under this Agreement shall be made in U.S. dollars via wire transfer, bank draft or credit card unless otherwise agreed in writing by KCF. Credit card payments may be subject to a reasonable processing fee to offset the costs incurred by KCF to accept such payment. Any such fee shall be clearly disclosed to Customer prior to completion of payment.

D. Late Payments, Collections, and Suspension of Service

A late payment charge of one and a half (1.5%) percent per month, or the maximum percentage rate permitted by law, if lower, shall be charged on all past due balances. Customer agrees to pay all costs and expenses incurred by KCF in collecting or attempting to collect past due balances, including, but not limited to, third party collection fees, reasonable attorneys’ fees, legal expenses, and court costs. Customer must notify KCF of disputed amounts within fifteen (15) days of invoice receipt. If Customer’s account is more than thirty (30) days overdue for undisputed invoices, KCF shall be entitled to suspend all Project Deliverables to Customer until such amounts are paid in full, provided that such suspension shall not limit any other remedies available to KCF.

3. Installation, Shipping, Acceptance, and Returns

A. Installation

Provided that installation services are included in the Order, KCF will provide installation support at the dates and times mutually agreed upon by the parties. Installation services will include deployment and functional verification of all Hardware.

B. Safety

KCF and its representatives performing installation, on-site service, and maintenance on any Hardware shall abide by Customer’s safety rules, policies, and procedures as modified from time to time or as otherwise communicated by Customer to KCF or its representatives.

C. Shipping

ALL Hardware delivered under an Order as a “one-time” CapEx purchase (not under Subscription) will be FOB Origin (International Commercial Terms (INCOTERMS) specified as Ex Works (EXW)) unless otherwise set forth explicitly herein. Customer shall be the “Importer of Record” of all Hardware supplied by KCF under this Agreement.

D. Acceptance and Returns

Shipments shall be deemed to be accepted by Customer upon receipt of shipment. Customer may report any shipment discrepancy or return Hardware for any reason within fifteen (15) days of the date of shipment by KCF, except Hardware that has been customized, modified, or altered. All warranty returns must comply with KCF’s then-current RMA process. To initiate a warranty return, Customer must: (i) contact KCF to describe the defect in sufficient detail; (ii) obtain a Return Merchandise Authorization (“RMA”) number from KCF; (iii) package the Hardware securely with the RMA number prominently displayed on the outside; and (iv) ship the Hardware at Customer’s expense to KCF’s designated facility within fifteen (15) days of RMA issuance. KCF will return repaired or replacement Hardware via standard carrier with shipping charges prepaid by KCF. Under no circumstances will KCF refund any Additional Charges.

4. Hardware Terms

| CapEx Hardware (Hardware Purchase).

The following terms apply where Hardware is specified in the applicable Order as a one-time purchase:

A. Title

Upon shipment, Title to purchased Hardware transfers to Customer. Customer is the legal owner and is responsible for its use, storage, and maintenance.

B. Warranty

CapEx Hardware is warranted for one (1) year from ship date against material defects in workmanship.

C. Exclusions

Warranty excludes misuse, tampering, improper installation, unauthorized repair or modification, environmental damage, and operation outside technical specifications.

D. Risk of Loss

Except to the extent caused by the acts or omissions of KCF or any of its representatives or arising out of a breach of this Agreement by KCF, Customer shall bear the entire risk of the Hardware being lost, destroyed, or otherwise unfit or unavailable for use from any cause whatsoever (an “Event of Loss”) after it has been delivered by KCF to the common carrier for shipment to Customer. 

E. Warranty Returns and End of Term

Defective CapEx Hardware under Warranty may be returned through KCF’s then-current RMA process or otherwise agreed in writing. Customer has no obligation to return CapEx Hardware at the end of the Agreement.

| Subscription Hardware.

The following terms apply where Hardware is specified in the applicable Order as a Subscription: 

F. Title

KCF retains all right, title, and interest in Subscription Hardware. Customer receives the right to use the Hardware during the Subscription only. Customer may not allow liens or represent ownership. KCF may file UCC statements to perfect its interest. 

G. No Fixtures

It is the intention of the parties that none of the Subscription Hardware provided will be treated as a fixture to real estate. If any of the Subscription Hardware provided by KCF is or becomes attached to Customer’s premises, the Subscription Hardware shall be deemed not to be a fixture and may be removed by KCF at any time in accordance with the provisions of this Agreement.

H. Warranty

Subscription Hardware is warranted for the entire Subscription term against material defects in workmanship.

I. Exclusions

Warranty excludes misuse, tampering, improper installation, unauthorized repair or modification, environmental damage, and operation outside technical specifications.

J. Risk of Loss

 Except to the extent caused by the acts or omissions of KCF or any of its representatives or arising out of a breach of this Agreement by KCF, Customer shall bear the entire risk of the Hardware being lost, destroyed, or otherwise unfit or unavailable for use from any cause whatsoever (an “Event of Loss”) after it has been delivered by KCF to the common carrier for shipment to Customer.

K. Warranty Returns and End of Term

Defective Subscription Hardware under Warranty may be returned through KCF’s then-current RMA process or otherwise agreed in writing. Upon termination, Customer must, at its sole expense, collect, properly package, and return all Subscription Hardware to the KCF Facility within thirty (30) days. Failure to return Hardware may result in charges equal to replacement value.

L. Insurance

Customer must maintain (or opt to self-insure), at its own expense, property damage and liability insurance for Subscription Hardware and name KCF as a loss payee to protect against loss, theft, damage, or destruction of the Hardware. 

6. Software License, Data Retention, and Intellectual Property

A. Grant of License

Upon payment to KCF as set forth in this Agreement, KCF grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software for Customer’s internal use consistent with documentation applicable to the Project Deliverables. For the avoidance of doubt, all Software must be used in accordance with the applicable Terms of Use (https://kcftech.com/terms-of-use/) and Privacy Policy (https://kcftech.com/privacy-policy/). The parties hereby acknowledge and agree that notwithstanding any other provision in this Agreement, KCF is not transferring or granting any right, title, or interest in or to (or granting any license in or to) any or all proprietary materials created by KCF or directly or indirectly provided to Customer by KCF, nor transferring or granting any right, title, or interest in or to (or granting any license in or to) any and all of KCF’s Intellectual Property rights whenever acquired, and grants Customer no rights in or to, no license to, and no permissions regarding any such proprietary materials or Intellectual Property rights. KCF will implement commercially reasonable measures consistent with generally accepted practices to safeguard the Software and Customer’s data contained in it against accidental or unlawful loss, access, or disclosure; provided, however, that Customer shall be responsible for properly configuring and using Software and taking Customer’s own steps to maintain appropriate security, privacy, and backup of Customer’s data.

B. Restrictions

CUSTOMER SHALL NOT: (i) SELL, LICENSE, OR SUBLICENSE THE KCF TECHNOLOGY OR THE KCF DOCUMENTATION TO ANY THIRD PARTY; (ii) DECOMPILE, DISASSEMBLE, TRANSLATE, OR REVERSE ENGINEER, OR ATTEMPT TO CREATE ANY PASSWORDS TO ALLOW UNAUTHORIZED ACTIVATION OF THE KCF TECHNOLOGY; (iii) PROVIDE, DISCLOSE, DIVULGE, MAKE AVAILABLE TO, OR PERMIT USE OF THE KCF TECHNOLOGY BY ANY THIRD PARTY WITHOUT KCF’S PRIOR WRITTEN CONSENT, EXCEPT FOR KCF’S EMPLOYEES, AGENTS, OR SUBCONTRACTORS ON A NEED TO KNOW BASIS FOR PURPOSES OF KCF’S PERMITTED USE HEREUNDER; OR (iv) CREATE OR ATTEMPT TO CREATE ANY DERIVATIVE WORKS OF, OR OTHERWISE CONVERT, MODIFY, UPGRADE, ENHANCE, TRANSLATE, OR UPGRADE, THE KCF TECHNOLOGY.

C. Data Rights

Customer owns all Customer Materials. KCF may use Hardware-generated data to improve its algorithms and analytics and may generate and retain anonymized and aggregated data for any lawful purpose.

D. License Term and Data Retention

Customer’s license to use the Software shall end upon expiration or termination of an Order. For the avoidance of doubt, any license granted to KCF to use Customer’s data or content under the applicable Terms of Use shall survive any expiration or termination of Customer’s license to use the Software. When KCF no longer needs Customer’s data, KCF will delete the data from its systems. Upon request from Customer, KCF will promptly make available all data pertaining to Customer that is stored on KCF’s systems to Customer via network connection and in an industry standard format that allows for processing by Customer. Other services relating to the transfer of data not set forth explicitly herein may be charged by KCF on a time and materials basis, in accordance with KCF’s standard pricing policy as it exists at the time of Customer’s request.

E. Intellectual Property

Unless otherwise agreed in writing by the parties, KCF will be the exclusive owner of all right, title, and interest in and to all KCF Marks, KCF Technology, KCF IP Rights, and all rights of KCF or KCF’s suppliers in the underlying code, tools, or other materials, excluding Customer Materials, but including all enhancements, modifications, and updates thereto that are part of the Project Deliverables. To the extent that the Project Deliverables do not qualify as a work made for hire under applicable law and in favor of KCF, and to the extent that the Project Deliverables include material subject to Intellectual Property right protection, Customer hereby assigns to KCF all Intellectual Property rights in and to such materials, including, but not limited to, all rights in and to any inventions and designs embodied in such materials or developed in the course of this Agreement.

F. Jurisdiction

KCF’s Software is controlled and operated from facilities in the United States. Those who access or use KCF’s Software from other jurisdictions do so at their own volition, expressly consent to the application of U.S. law to all aspects of their access to and use of Software, including with respect to the collection and use of data, and are entirely responsible for compliance with all applicable U.S. and local laws and regulations, including export and import regulations.

7. Confidentiality

A. Confidential Information

Each party may receive or have access to information that is confidential or proprietary to the other party or to third parties (“Confidential Information”). Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care. Neither party may use or disclose the other party’s Confidential Information except as necessary to perform its obligations under this Agreement or as expressly permitted in writing by the disclosing party. Confidential Information may not be disclosed to any third party without the disclosing party’s prior written consent, except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those contained herein. If a party is required by law, regulation, or court order to disclose the other party’s Confidential Information, it shall provide prompt written notice to the disclosing party (unless legally prohibited) to allow the disclosing party to seek a protective order or other appropriate remedy.

8. Indemnification

A. Indemnification

Customer agrees to indemnify and hold harmless KCF and its affiliates, officers, directors, employees, shareholders, representatives, agents, and contractors from and against any and all losses, costs, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) any use, misuse, or nonuse of any product or service by Customer, any person acting under Customer’s direction, control, or authorization, or any third party; or (ii) any third-party claim arising out of or related in any way to any product or service sold to Customer. KCF agrees to indemnify and hold Customer and Customer’s affiliates harmless from any damages arising out of or connected to claims asserted by third parties based upon or related to (a) KCF’s failure to properly license any third-party software provided by KCF to Customer in connection with providing the Project Deliverables, or (b) KCF’s material breach of this Agreement.

9. Limitation of Liability

A. Limitation of Liability

Except for Customer’s payment obligations and Customer’s indemnification obligations, each party’s total liability shall not exceed the fees paid by Customer under the applicable Order during the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, production losses, business interruption, or loss of data. These limitations apply even if a remedy fails of its essential purpose.

10. Term & Termination

A. Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all Subscriptions hereunder have expired or have been terminated.

B. Term of Purchased Subscriptions

The term of each Subscription shall be as specified in the applicable Order and are non-cancelable. Except as otherwise specified in an Order, Subscriptions will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 60 days before the end of the relevant subscription term. Renewal of Subscriptions will be at KCF’s applicable list price in effect at the time of the applicable renewal.

C. Termination

This Agreement may be terminated by either party (i) upon the commission of a material breach, including the non-payment of any amounts due hereunder, by the other party that is not cured within fifteen (15) days of receipt of written notice from the non-breaching party, or (ii) upon the bankruptcy or insolvency of the other party.

D. Survival

The following survive expiration or termination: confidentiality, indemnification, limitation of liability, IP ownership, Customer’s payment obligations, data rights, and any other provisions which by their nature should survive.

11. Miscellaneous

A. Mutual Representations

By accepting this Agreement, Customer represents and warrants that: (i) Customer has the legal authority to enter into this Agreement and to bind the entity on whose behalf Customer is accepting; (ii) Customer’s performance of its obligations hereunder will not violate any applicable law, regulation, or third-party agreement; and (iii) all information Customer provides to KCF in connection with any Order is accurate and complete.

B. Remedies

Upon the occurrence of any breach by Customer, as set forth above, in addition to any rights or remedies available at law or in equity, KCF may, at its option, exercise any one or more of the following remedies: (i) terminate and suspend any and all further Services or Project Deliverables, the use of any Software, or any other obligations of KCF hereunder; (ii) collect all reasonable costs incurred by KCF in terminating and/or suspending this Agreement, including, without limitation, all attorneys’ fees and costs; and (iii) in the event that Customer has elected a Subscription, (iv) cause Customer to (and Customer agrees that it will), upon written demand of KCF and at Customer’s expense, promptly return to KCF all Hardware in accordance with all of the terms of this Agreement to the KCF Facility, or KCF, at its option, may enter upon the premises where the Hardware is located and take immediate possession of and remove the same, all without liability for unreasonable damage to property or otherwise and without being guilty of trespass or conversion as to the Hardware, and (v) exercise any other right that may be available to it under the Uniform Commercial Code or any other applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Agreement as to the Hardware.

C. Notices

Any notice or consent required under this Agreement shall be in writing, addressed to the other party at its respective address first stated above, and delivered by US first-class, certified mail, return receipt requested, effective three (3) days after deposit in the US mail with adequate postage prepaid thereon.

D. No Assignment

Neither this Agreement nor any license related to Software granted herein may be assigned, sublicensed, leased, sold, or otherwise transferred by Customer without prior written consent from KCF, and any transfer made without such prior written consent shall be null and void. This Agreement and any rights granted herein by KCF are personal to Customer and may be used for personal or internal business use only and may not be used on behalf of a client or customer of Customer except as authorized in writing by KCF.

E. Compliance with Laws, Rules, and Regulations

Customer acknowledges and accepts that Project Deliverables may be exported from the United States only in accordance with U.S. Export Administration Regulations, and diversion contrary to U.S. law is prohibited. Customer warrants and represents that Customer is eligible to receive the Project Deliverables under U.S. law and the laws of Customer’s jurisdiction, and that Customer shall be solely responsible for compliance with all laws, rules, and regulations pertaining to the use of any Project Deliverables, including without limitation all export, import, and re‐export restrictions. Use of KCF’s products or services for or on behalf of the United States of America, its agencies, and/or instrumentalities is subject to certain restrictions (DFARS 252.227-7013).

F. Severability and Non-Waiver

If any provision of the Agreement shall be held void, voidable, invalid, or inoperative, no other provision hereof shall be affected as a result, and accordingly, the remaining provisions shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein, provided, however, that if such void, voidable, invalid or inoperative provision is a material term or condition, the parties shall be compelled to supply a substitute provision, negotiated in good faith, which comes closest to their original intention. No provision of the Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, it being understood that waiver may only occur by an instrument in writing signed by an authorized officer of the party against whom such waiver is sought to be enforced. In the event of a waiver, whether in writing or by operation of law, such waiver shall not constitute a waiver of any other provision or of the same provision on another occasion.

G. Entire Agreement

This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter and shall prevail over any conflicting or additional terms of any quote, order, previous agreement, acknowledgment, or similar communications between KCF and Customer. If this Agreement is incorporated by reference into any other agreement between the parties or any terms and conditions applicable to Customer, with respect to any ambiguity or conflict between such incorporating agreement or terms, on the one hand, and this Agreement, on the other hand, such incorporating agreement or terms shall control to the extent of the scope of such incorporating agreement or terms and this Agreement shall control with respect to matters outside the scope of such incorporating agreement or terms.

H. Relationship of Parties

The parties to this Agreement are independent entities, and this Agreement will not be construed to create an agency, partnership, joint venture, or employment relationship between KCF and Customer. Neither party is an agent, employee, or partner of the other party. Neither party will represent itself to be an employee or agent of the other party or enter into any agreement on the other party’s behalf or in the other party’s name. Each party will retain full control over the manner and means by which it conducts its business, and neither party will be entitled to waive any entitlement to workers’ compensation, disability, retirement, insurance, stock options, or any other benefits afforded to its employees.

I. Force Majeure

Except for obligations to make payments, neither KCF nor Customer will be liable for delay or failure to perform obligations under this Agreement where the delay or failure results from a cause beyond either party’s reasonable control, such as utility failures, acts of God, riots, war, terrorist activity, epidemic, pandemic, natural catastrophes, governmental acts or omissions, or generalized lack of availability of raw materials.

J. Choice of Law

The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

K. Dispute Resolution

The parties will use their best efforts to resolve any disputes arising out of or in connection with this Agreement in good faith. If a dispute cannot be resolved informally within thirty (30) days of written notice from the aggrieved party, either party may submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in Centre County, Pennsylvania. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The substantially prevailing party shall be entitled to reimbursement of its reasonable attorneys’ fees and costs.

For questions regarding these Terms of Sale, please contact [email protected].