Baseline commercial terms for paid XRVE Reliability services. Effective September 27, 2026.
This Standard Customer Agreement is between XRVE Group LLC, doing business as XRVE Reliability, and the customer identified in the applicable Order Form. Order Forms may define scope, facilities, users, deliverables, subscription terms, fees, service dates, and special conditions. In case of conflict, a signed amendment controls, then the applicable Order Form, then this Agreement, then the website Terms.
Services may include CMMS analysis, work-order analysis, bad-actor analysis, PM optimization, maintenance-health assessments, backlog analysis, asset prioritization, planning and scheduling support, reliability recommendations, reports, dashboards, software access, and related professional services.
Customer retains sole authority to implement, modify, partially implement, defer, reject, or replace any XRVE Reliability recommendation. Customer must independently validate recommendations against field conditions, OEM requirements, approved engineering information, safety requirements, site procedures, regulatory obligations, and qualified personnel before implementation.
XRVE Reliability may conduct human review, including review by Joshua Rivera or other XRVE Reliability personnel. Such review is quality control and maintenance/reliability review. It is not engineering approval, safety certification, OEM approval, work authorization, approval of a machine or controls modification, certification of safe operation, or authorization to return equipment to service. Review or release does not transfer implementation responsibility to XRVE Reliability.
All disclaimers, limitations, and risk allocations apply equally to automated, AI-assisted, manually prepared, partially reviewed, and fully human-reviewed Outputs. Human review does not create an additional warranty, engineering relationship, fiduciary duty, or assumption of Customer's operational responsibility.
Applicable law, safety rules, lockout/tagout requirements, permits, approved engineering documents, site procedures, OEM requirements, manufacturer limits, verified technical documents, and authorized qualified Customer personnel control over inconsistent XRVE Reliability Output.
Customer will provide reasonably accurate data, disclose known material limitations where practical, maintain source-data backups, maintain appropriate security practices, ensure authorized users comply with the agreement, independently evaluate Outputs, and remain responsible for maintenance execution and compliance.
Customer retains ownership of Customer Data. Customer authorizes XRVE Reliability to process it as reasonably necessary to provide the Services, generate deliverables, support the Customer, maintain security, troubleshoot, prevent misuse, and comply with law. Applicable personal-data processing may also be governed by the Data Processing Addendum.
Each party will protect the other's non-public Confidential Information using reasonable care and use it only for purposes of the commercial relationship. XRVE Reliability Confidential Information includes source code, proprietary algorithms, prompts, orchestration methods, scoring systems, models, architecture, non-public documentation, pricing, trade secrets, and proprietary methods. Trade secrets remain protected while they qualify as trade secrets.
XRVE Reliability retains exclusive ownership of the platform and underlying software, algorithms, analytical methods, scoring systems, prompts, orchestration systems, workflows, normalization methods, maintenance libraries, taxonomies, templates, report-generation methods, documentation, know-how, and improvements. Customer retains ownership of Customer Data and Customer-specific factual information.
After payment, Customer may use Customer-specific reports, assessments, recommendations, dashboards, exports, analyses, and work products for internal business purposes. Such use does not transfer ownership of XRVE Reliability's underlying methods or technology.
XRVE Reliability will perform contracted maintenance and reliability professional services in a professional and workmanlike manner consistent with generally accepted practices for comparable services. Unless expressly contracted and legally permitted, such services do not constitute professional engineering. Re-performance is the exclusive remedy for a proven breach of this service standard where commercially reasonable.
Customer will pay fees stated in the applicable Order Form. Unless otherwise stated, invoices are payable within 30 days, fees are in U.S. dollars, applicable taxes are Customer's responsibility, and earned fees are non-refundable.
XRVE Reliability does not guarantee elimination of failures, increased uptime, reduced downtime, reduced maintenance cost, increased production, improved OEE, improved MTBF, reduced MTTR, regulatory compliance, elimination of safety incidents, or realization of projected savings.
EXCEPT FOR EXPRESS WARRANTIES IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, XRVE RELIABILITY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, AND RESULTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, XRVE RELIABILITY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, LOST REVENUE, BUSINESS INTERRUPTION, DOWNTIME, LOST OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA.
XRVE RELIABILITY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO XRVE RELIABILITY DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
To the maximum extent permitted by law, XRVE Reliability is not responsible for losses or consequences arising from Customer's implementation, modification, misuse, deferral, rejection, or application of an Output, including where XRVE Reliability personnel reviewed, discussed, recommended, prioritized, or released that Output. Nothing excludes liability that applicable law does not permit the parties to exclude.
To the extent permitted by law, Customer will defend, indemnify, and hold harmless XRVE Reliability and its owners, officers, employees, contractors, and affiliates from third-party claims arising from unlawful use, infringing Customer Data, unsafe or unauthorized implementation, implementation without required review, Customer equipment operation or maintenance, or Customer violation of law or contract.
Each Order Form remains effective for its stated term. Either party may terminate for material breach that remains uncured 30 days after written notice, unless the breach cannot reasonably be cured. Payment, ownership, confidentiality, implementation responsibility, liability limitations, indemnification, and provisions intended by their nature to survive will survive termination.
The Agreement is governed by Colorado law without regard to conflict-of-law principles. Unless otherwise agreed in writing, judicial proceedings will be brought in a court of competent jurisdiction in Colorado.
This posted agreement is XRVE Reliability's standard baseline. A commercial relationship may be formed through a signed Customer Agreement, Order Form, electronic signature, or other affirmative acceptance identifying the customer and scope. The executed version controls over this public reference copy.
XRVE Group LLC
XRVE Reliability
Castle Rock, CO 80109
[email protected]