1. Acceptance of Terms

This Terms of Service Agreement ("Agreement") is entered into between Cuemby, LLC. (“Cuemby,” or the "Company") and you, the individual or entity that accesses or uses Cuemby’s products and services ("Customer," "you," or "your").

By clicking the "I agree to the terms" checkbox, executing a written copy of this Agreement, entering a verification code for acceptance, or by installing, copying, or otherwise using any Cuemby software, services, or platforms, you agree to be bound by this Agreement. If you do not agree to these terms, do not access or use the Services. Please contact Cuemby to terminate your account or discontinue use.

In addition, certain third-party code may be provided with the Software or Services. Any third-party license terms accompanying such code shall govern your use of that code, and not this Agreement.

This Agreement includes and incorporates by reference the following documents, which together form a binding contract between you and Cuemby:

Cuemby may update these Terms of Service from time to time without prior notice. It is your responsibility to review the Terms periodically. By continuing to use the Services after any changes are posted, you agree to be bound by the updated Terms.

1.1 Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

1.2 Scope of Services

This Agreement applies to all products, platforms, and services offered by Cuemby, including:

If you access or use the Services under a promotional, pilot, or evaluation program (including those with service credits), your use is also governed by our Pilot Evaluation Agreement, which is hereby incorporated into these Terms by reference.

2. Services and Support

2.1 Subject to the terms of this Agreement, Cuemby will use commercially reasonable efforts to provide Customer the Services. You must register for an account to access the Services. During registration, you will be required to provide current, accurate information and maintain the security of your account credentials. Cuemby reserves the right to reject or suspend accounts at its sole discretion.

2.2 Subject to the terms hereof, Cuemby will provide Customer with reasonable technical support services in accordance with Cuemby’s Service Level Terms ,which may be updated periodically. Unless otherwise agreed in writing, support is available during standard business hours and may be accessed via Cuemby’s designated support channels.

3. Restrictions and Responsibilities

3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Cuemby or authorized within the Services); use the Services or any Software for automation of provisioning, configuration, and management of cloud-based software infrastructure or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Cuemby hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

3.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and“commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Cuemby’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Cuemby against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Cuemby has no obligation to monitor Customer’s use of the Services, Cuemby may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. Confidentiality and Proprietary Rights

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Cuemby includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Cuemby to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any thirdperson any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 Customer shall own all right, title and interest in and to the Customer Data. Cuemby shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Cuemby shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Cuemby will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Cuemby offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.4 Customer may from time to time provide suggestions, comments, or other feedback to Cuemby with respect to the Services (“Feedback”). Customer acknowledges and agrees that all Feedback is voluntarily provided and shall not be considered confidential or proprietary to Customer. Cuemby shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without obligation or restriction of any kind, including without limitation for the purpose of improving or enhancing the Services, and without any obligation to compensate or credit Customer.

5. Payment Terms

5.1 Customer shall pay Cuemby the applicable fees for the Services and Support Services (the “Fees”) as set forth in the Order Form, Statement of Work, applicable Exhibit, or on the webpage ‘www.cuemby.com/pricing’ (or such URL as Cuemby may provide from time to time) and in accordance with the terms therein. In the event of any inconsistency betweenthis Agreement and the applicable Order Form, Statement of Work, or Product Exhibit, the terms of such document shall prevail. Cuemby reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days' prior notice to Customer (which may be sent by email). If Customer believes that Cuemby has billed Customer incorrectly, Customer must contact Cuembyno later than forty-five (45) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Cuemby’s customer support department.

5.2 Customer shall remit payment for each Service through the applicable platform or system designated by Cuemby. For Cuemby Platform, payment shall be made via credit card using the payment functionality provided within the platform. For Cuemby Cloud and other Services, Cuemby may accept payment by credit card or by other available payment methods offered within the relevant system or stated in the applicable Order Form, Statement of Work, or Exhibit.Cuemby reserves the right to update or change accepted payment methods from time to time. All payments shall be made in the currency specified at the time of purchase or as otherwise agreed in writing.

5.3 Fees may be offset by credits, if any, granted by Cuemby at the time of registration or as part of a promotional offer. Credits are granted solely at Cuemby’s discretion and may be modified or revoked at any time without notice. Cuemby may suspend access to the Services: (a) if Customer exhausts its credits and fails to remit payment within seven (7) days, or(b) if Customer’s account becomes delinquent for more than seven (7) days.Upon suspension or termination of Services, Cuemby may, in its sole discretion, delete or decommission any deployed resources, including but not limited to clusters, nodes, or other associated assets.

5.4 Any undisputed overdue amounts shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Customer shall also be responsible for all reasonable costs of collection, including attorneys’ fees and expenses.5.5 Customer is responsible for all taxes, levies, or duties imposed by taxing authorities in connection with the Services, excluding taxes based on Cuemby’s net income.

6. Term and Termination

6.1 This Agreement shall remain in effect from the date you first access or use the Services and shall continue until terminated as provided herein (the “Term”). For Services that are subject to an Order Form, Statement of Work, or other written agreement specifying a fixed subscription or engagement period (an “Order Document”), the Term shall continue for the duration specified in the applicable Order Document, and shall automatically renew for successive periods of equal length unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

6.2 For Services offered on a pay-as-you-go or on-demand basis, Customer may terminate use of the Services at any time by ceasing use and, if applicable, deleting deployed resources via the Cuemby Platform or Cuemby Cloud. Termination of access to one Service shall not automatically terminate this Agreement unless no other Services are being used.

6.3 Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach by the other party, provided such breach remains uncured at the expiration of the notice period. Cuemby may also terminate this Agreement immediately and without notice in the event of nonpayment.

6.4 Upon any termination: a) Customer shall remain responsible for payment of all Fees incurred through the date of termination, including Fees for any active resources or usage not yet invoiced, and b) Cuemby will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Cuembymay, but is not obligated to, delete stored Customer Data.

6.5 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Warranties and Disclaimers

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Support Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonableefforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Indemnity

Company shall defend, indemnify and hold harmless Customer from liability to third parties resulting from a claim that the Services infringe any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

9. Limitation of Liability

NOT WITH STANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 1 MONTH PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement, other than payment obligations, to the extent such failure or delay is caused by conditions beyond the reasonable control of the affected party. Such conditions may include, but are not limited to, acts of God, natural disasters, earthquakes, fire, flood, governmental action, acts of terrorism, war, labor conditions, internet service provider or hosting facility failures, denial-of-service attacks, or power outages. The affected party shall use reasonable efforts to notify the other party of the occurrence of such an event and to resume performance as soon as reasonably practicable.

11. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by Customer except with Cuemby’s prior written restriction or notice. Cuemby may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Cuemby in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Palm Beach County, Florida.

The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Cuemby to offer a reference, including both a testimonial and a reference account, upon request.