Made OS · Terms & Conditions

01Contracting Entity and Applicable Jurisdiction

The Made legal entity and governing law depend on the Customer's primary business address at the time of signature:

Customer Country	Made Entity	Governing Law & Forum
Chile	Made SpA	Laws of Chile. Courts of Santiago.
Mexico	Red Tripartita de Servicios Digitales S.A.P.I. de C.V.	Federal laws of Mexico. Courts of Mexico City, with waiver of any other venue.
USA & Rest of World	R3D Tech LLC	Laws of the State of Delaware, USA.

02Description of Services

SaaS - Made OS: Access to the Industrial OS platform, Industrial Agent, and automated workflows. Non-exclusive, non-transferable, revocable license for the term of the agreement.

HaaS - Edge AI Compute Units: Edge computing units physically installed at the Customer's facilities for low-latency local processing. Delivered as an equipment lease, not a sale.

Implementation (Setup): One-time technical integration: connection to industrial protocols (OPC UA), camera configuration, and initial Digital Twin mapping of the production line.

03Hardware: Lease, Ownership and Return

3.1 Exclusive Ownership: Installed devices are and shall remain the exclusive property of Made. This Agreement does not constitute a transfer of title or promise of sale.

3.2 Risk and Duty of Care: From installation, the Customer assumes risk of loss, theft, or damage to the Hardware, including force majeure. Incidents must be reported within 24 hours.

3.3 Return: Upon termination, the Customer shall facilitate Hardware removal within ten (10) business days. Failure to comply results in billing for the replacement value.

3.4 Lifespan: Hardware lifespan estimates are reference projections, not guarantees of durability.

3.5 Maintenance and Replacement: Made may, at its discretion, repair or replace Hardware that becomes defective due to normal wear and tear. Customer shall provide reasonable access to facilities, power, network connectivity, and safety conditions for diagnosis and removal.

3.6 Site Conditions: Customer is responsible for maintaining reasonable environmental and electrical conditions (stable power, connectivity, physical access controls). Failure to do so may affect performance and availability without liability to Made.

04Artificial Intelligence: Nature and Responsibility

4.1 Human-in-the-Loop: Made OS is a probabilistic decision-support system. Its alerts, SOPs, and predictions must be validated by qualified Customer personnel before execution on the production line. It does not replace human technical judgment.

4.2 Operator Responsibility: The Customer is solely responsible for operational decisions made based on system outputs.

4.3 No Labor Surveillance: It is strictly prohibited to use Made OS for monitoring individual labor performance or personal employee surveillance.

05Fees and Payment Terms

5.1 Integration Fee: One-time charge invoiced upon signature of the Order Form.

5.2 Monthly Subscription: Invoiced monthly in advance as set forth in the Order Form.

5.3 Payment Terms: Payment due within thirty (30) calendar days of invoice. All amounts are net plus applicable tax (VAT, GST, or equivalent).

5.4 Late Payment: Entitles Made to suspend service (with 5 days' notice) and/or charge late interest at the maximum legal rate.

5.5 Fee Adjustments: Minimum thirty (30) calendar days' advance notice. Customer may terminate without penalty if they reject the adjustment.

06Term, Pilot Period and Renewal

6.1 Pilot Phase: Service begins with a pilot period of the duration in the Order Form, from successful Hardware installation.

6.2 Automatic Conversion: If the Customer does not give written notice of discontinuation at least fifteen (15) calendar days before the pilot ends, the Agreement automatically converts to a twelve (12) month fixed term, renewable annually.

6.3 Early Termination: Results in billing for remaining subscription fees in the current period, plus Hardware replacement value if not returned on time.

07Intellectual Property

Made OS, its algorithms, AI models (including those derived from training on Customer data in anonymized format), interfaces, and documentation are the exclusive property of Made. The Customer retains ownership of its proprietary operational data and trade secrets.

08Warranties and Service Levels (SLA)

8.1 Availability: Made commits to 99.5% monthly SaaS platform availability, excluding scheduled maintenance (notified 48 h in advance) and force majeure.

8.2 Support: Remote technical support during business hours as established in the Order Form.

8.3 No Implied Warranties: The service is provided "as is." Made does not warrant specific production results, savings, or OEE improvement.

8.4 Exclusive Remedy: Unless the Order Form specifies service credits or another specific remedy, the Customer's sole and exclusive remedy for an SLA breach shall be (i) reasonable re-performance of the affected Service or (ii) if re-performance is not feasible, a pro-rated refund of the unused portion of the subscription for the affected month, at Made's option.

09Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MADE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.1 Liability Cap: Made's total liability shall not exceed the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

9.2 Exceptions: The liability limits do not apply in cases of fraud or proven gross negligence under applicable law. In addition, (a) each Party's confidentiality obligations and (b) Made's IP infringement indemnity (Clause 14.2) shall be subject to a separate cap equal to two (2) times the fees paid by the Customer in the twelve (12) months preceding the event. The limits do not apply to the Customer's payment obligations or damages caused by prohibited use of the Services.

10Confidentiality

Both parties shall maintain the confidentiality of the other party's technical, commercial, and operational information during the Agreement and for three (3) years after its termination. For trade secrets and know-how that qualify as trade secrets under applicable law, confidentiality obligations will survive for as long as such information remains confidential.

11Modifications to Terms

Made will notify changes with at least thirty (30) days' advance notice via email or notice on madeos.ai/legal. Continued use of the service implies acceptance. Rejection allows termination without penalty within the notice period.

12General Provisions

12.1 Entire Agreement: These Terms, the Privacy Notice, and the signed Order Form constitute the entire agreement. The Order Form prevails in case of conflict.

12.2 Severability: An invalid clause does not affect the rest of the Agreement.

12.3 Waiver: Failure to enforce a right does not imply future waiver of that right.

12.4 Assignment: The Customer may not assign its rights without Made's prior written consent.

13Acceptable Use, Prohibited Conduct and Suspension

13.1 Acceptable Use: Customer shall use Made OS only for lawful industrial purposes and in accordance with the Order Form.

13.2 Prohibited Uses: Customer shall not: (a) use the Services for individual labor surveillance, discipline, or personal employee monitoring; (b) attempt biometric identification of persons or use facial recognition for identification; (c) use the Services in illegal or unsafe activities that endanger people; (d) interfere with, breach, decompile, reverse engineer, extract models, or circumvent security measures; (e) upload malware or attempt unauthorized access; (f) use the Services to develop or train third-party AI models beyond what is permitted in the Privacy Notice; (g) infringe third-party rights.

13.3 Suspension: Made may immediately suspend access if (i) it detects prohibited use or (ii) there is a material risk to safety, privacy, or physical harm. For payment delinquency, Clause 5.4 applies. Made will use reasonable efforts to notify and allow cure when feasible without increasing risk.

14Indemnification

14.1 Customer Indemnity: Customer shall indemnify, defend, and hold harmless Made, its affiliates, directors, employees, and vendors from third-party claims arising out of: (a) Customer's use in breach of these Terms, the Privacy Notice, or applicable law; (b) Customer's labor-law and consent obligations; (c) Customer-provided data, content, or configurations; (d) Customer access or instructions that cause operational harm.

14.2 Made Indemnity (Third-Party IP): Made will defend Customer against third-party claims alleging the Made OS software infringes intellectual property rights and will pay finally awarded damages, provided Customer (i) promptly notifies Made, (ii) allows Made to control the defense, and (iii) reasonably cooperates. Excludes: (a) unauthorized use, (b) combination with non-Made systems, (c) Customer configurations, (d) open-source or third-party components governed by their licenses. If a claim prevents use, Made may, at its option, (i) obtain the right to use, (ii) modify to be non-infringing, or (iii) terminate and refund the unused portion of the then-current subscription term.

15Data, DPA and Subprocessors

15.1 Customer Data: Customer retains title to its operational data and trade secrets. Made does not obtain ownership of Customer raw data.

15.2 DPA: Where Made processes personal data on Customer's behalf, a Data Processing Addendum (DPA) is incorporated by reference. If there is a conflict between these Terms and the DPA regarding personal data, the DPA controls. The DPA is available upon request at privacy@madeos.ai or via a link on madeos.ai/legal.

15.3 Subprocessors: Made may use subprocessors (for example, cloud providers) subject to equivalent confidentiality and security obligations. Upon reasonable request, Made will make the current subprocessor list available.

16Security, Breaches and No Full Detection Warranty

16.1 Security: Made implements reasonable technical and organizational measures consistent with industry practices (encryption in transit and at rest, access controls, monitoring).

16.2 Incidents: In the event of a breach affecting personal data processed by Made as a processor, Made will notify Customer without undue delay and, where applicable, within 72 hours of detection.

16.3 No Full Detection Warranty: Customer acknowledges Made OS is probabilistic. Made does not warrant detection of all defects, anomalies, micro-stoppages, or failures, nor uninterrupted continuity of Customer's industrial operations.

17Regulatory Compliance, Export Controls and Sanctions

17.1 General Compliance: Each Party will comply with applicable laws (labor, privacy, anti-corruption).

17.2 Export Controls and Sanctions: Customer represents it is not located in an embargoed country nor subject to sanctions, and will not permit use of the Services or Hardware in violation of U.S. export control and economic sanctions laws (including OFAC, EAR) or other applicable laws. Customer will not use the Services for prohibited end uses.

17.3 Anti-Corruption: Customer will not offer improper payments to obtain advantages related to the Services. Made may suspend or terminate for breach.

18Force Majeure and Third-Party Dependencies

18.1 Force Majeure: Neither Party is liable for failures caused by events beyond reasonable control (including natural disasters, power outages, internet disruptions, governmental actions, strikes).

18.2 Third-Party Dependencies: The Services may depend on networks, Customer infrastructure, and third-party services. Made is not liable for degradations caused by failures outside its reasonable control.

19Third-Party Services, Open Source, Feedback and Assignment

19.1 Third-Party Services and Open Source: The Services may include third-party or open-source components governed by their licenses. Such components are provided under their terms and do not expand Made's warranties.

19.2 Feedback: Customer grants Made a worldwide, perpetual, irrevocable, royalty-free license to use Customer feedback to improve the Services, with no obligation to compensate.

19.3 Assignment: Made may assign this Agreement to an affiliate or in connection with a merger, acquisition, or asset sale. Customer may not assign without Made's prior written consent.

19.4 Venue for USA: For Customers contracting with R3D Tech LLC, the Parties consent to the exclusive jurisdiction of state or federal courts located in Wilmington, Delaware, and waive objections to jurisdiction or venue.

Terms & Conditions