eula | DYMIUM

Dymium End User License Agreement

Version: 1
Dated: 1 January 2025

Dymium, Inc.End User License AgreementThis End User License Agreement (“Agreement” and “EULA”) is an agreement between Dymium, Inc. (“we”, “us” or “our”) and you or the entity you represent (collectively, “you”) governing your use of Dymium, Inc. product(s) (“licensed software”). If you are accessing or using this Agreement or the licensed software on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity will be responsible for your access and use of the licensed software.

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT(S) TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, ENTERING INTO CONTRACT AND/OR PURCHASING THE LICENSED SOFTWARE, FURNISHING ALL NECESSARY PAYMENTS, AND/OR INSTALLING OR USING THE PRODUCT(S), YOU AGREE ON BEHALF OF YOURSELF AND ALL PARTIES YOU REPRESENT, TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND ALL PARTIES YOU REPRESENT, THEN DO NOT INSTALL OR USE THE PRODUCT(S) OR LICENSED SOFTWARE. GENERAL & PRODUCT SPECIFIC TERMS

This EULA contains two parts: (a) Part I sets out the general terms which apply to all Products ("General Terms") and (b) Part II sets out terms which are specific to certain Products referenced in the section ("Product Specific Terms"). To the extent there is a conflict between the Product Specific Terms and the General Terms, the Product Specific Terms shall prevail. This EULA does not apply to any of our hosted offerings.

PART I – GENERAL TERMS 1: GENERAL LICENSE TERMS, RESTRICTIONS & ORDER OF PRECEDENCE

1.1 – General License Terms. Our proprietary software and programs (“Product(s)”) are licensed, not sold, to you by us under the scope and terms of this EULA and our Quote. Depending on the type of Product(s), you may obtain a license from us to use such Product(s) on a limited fixed term basis (“Subscription License”) or on a temporary evaluation basis (“Evaluation License”) to the extent available for such Product(s). As used herein “Authorized Reseller” means a third party who is not our Affiliate and who is authorized by us or our Affiliate to resell the Product(s); “Quote” means an electronic order document agreed to by you and us (or our Affiliate or an Authorized Reseller) for the Product(s) and unless a Quote says something different, each Quote will be governed by the terms of this EULA and include the name of the Product(s) being licensed and any usage limitations, applicable Fees, and other details related to the transaction; and “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with you or us. For the purposes of this definition, “control” means ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares or other equity interest in an entity.

1.2 – Your Cloud Environment. You may upload the Product(s) licensed to you pursuant to this EULA onto a cloud instance supplied by a third party, provided that the operation of the Product(s) in the cloud instance complies with all license restrictions and usage limitations applicable to the Product(s). You may also allow the third party to upload, install, operate and/or use the Products on the cloud instance, provided that the third party's access to and use of the Products is solely for your benefit in accordance with the terms of this EULA. The third party will be considered a Permitted Third Party, and you will be responsible for the Permitted Third Party's compliance with this EULA in accordance with the section titled Third Party Use.

1.3 – Authorized Users. Anything you, your employees or a third-party consultant or agent that you authorize to use the Product(s) (“Authorized Users”) do or fail to do will be considered your act or omission, and you accept full responsibility for any such act or omission to the extent you would be liable if it were your act or omission.

1.4 – Third Party Use. You may allow your agents, contractors and service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this EULA, and you are responsible for any such Permitted Third Party's compliance with this EULA in such use. Any breach by any Permitted Third Party of the terms of this EULA will be considered your breach.

1.5 – Restrictions. Except as otherwise expressly permitted in this EULA, you shall not: (i) transfer or otherwise make the Services available to any third party (access of the Services by Customers to whom you provide services based on the Services will not be considered “third parties”) (ii) use any links to third party sites or applications without agreeing to those third party terms and conditions; (iii) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) use the Services for the purpose of disrupting any other website, application or service; (vi) allow user licenses to be shared or used by more than one individual, other than by way of reassigning the user license to a new user; (vii) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Services; (viii) attempt to gain unauthorized access to the Services or its related systems or network; (ix) use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services, its components and the data contained therein; (xi) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (xii) use the Services for transmitting information that is false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; (xiii) violate any applicable local, state, national or international law (“Applicable Laws”); (xiv) use the Services for any form of competitive or benchmarking purposes; (xv) remove or obscure any proprietary or other notices contained in the Services; (xvi) use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another; and (xvii) use the Services for the transmission of “junk mail”, “spam”, “chain letters” or for the purpose of unsolicited mass distribution of email or phishing.

1.6 – Limitations on Evaluation or Trial Licenses. If the Product(s) is licensed to you on an evaluation or trial basis, then you may use the Product(s) only for such purposes until the earlier of: (a) the end of the evaluation period, if any, specified in the Quote, this EULA or otherwise communicated by us to you; or (b) the start date of a paid license to the Product(s); or (c) termination in accordance with the terms of this EULA. You may not extend the evaluation period by uninstalling and reinstalling the Product(s) or by any other means other than our written consent. Any data that you enter into the Services, and any customizations made to the Services during the evaluation period will be permanently lost unless you (i) purchase the corresponding SaaS agreement or paid subscription plan for the account, (ii) or export such data before the end of the trial period. A Product licensed to you on an evaluation or trial basis may be subject to one or more usage limits specified in the Product Specific Terms, the Quote or otherwise communicated at the time of delivery (including posting of such limits at the location where you download the Product for evaluation). We may, at our sole discretion, decide whether to offer any maintenance and support for the Product during the evaluation period, and to include any conditions or limits on such maintenance and support. You may not circumvent any technical limitations included in the Product licensed to you on an evaluation or trial basis.1.7 – Delivery. Unless otherwise specified by us, the Product will be provided to you via electronic delivery, and delivery is deemed complete when the Product(s) is/are made available at the electronic software download site specified by us and you are e-mailed or otherwise provided with any necessary instructions, password and/or license keys required for you to be able to access, download and install the Product(s).

1.8 – Updates. Each update, enhancement, error correction, modification or new release to the Product(s) that we make available to you (“Update”) replaces part or all of the Product(s) (or earlier Update) previously licensed to you (“Replaced Product(s)”) and will terminate such previously licensed Replaced Product(s) to the extent replaced by the Update; provided, however, that you may continue to operate the Replaced Product(s) for up to thirty (30) days from delivery of the Update to allow you to complete your implementation of the Update. You must cease all use of the Replaced Product(s) at the end of the thirty (30) day period. Each Update will be subject to the terms and conditions of the license agreement accompanying the Update which must be accepted by you at the time you download or install the Update. If you do not agree to the license agreement accompanying the Update, then do not download or install the Update.

1.9 – Order of Precedence between EULA and Quote. If there is any conflict between the terms and conditions in the Quote and the terms and conditions of this EULA, or if the Quote changes any of the terms of this EULA, then the terms and conditions of the Quote will apply. In the event of an order between you and an Authorized Reseller the following will apply: (A) any terms and conditions in the order imposing obligations on the Authorized Reseller that are in addition to or different from the obligations we have to you pursuant to this EULA will be born solely by the Authorized Reseller and our obligations to you and limits on our liability will be governed solely by the terms and conditions of this EULA and (B) any terms and conditions that conflict with or would otherwise alter any of the following under this EULA will have no effect unless expressly agreed to in a written instrument executed by us.

1.10 – License Compliance. You will maintain records in connection with this EULA and the use of the Product(s) and any Updates and/or services provided hereunder. Such records will include at a minimum the number of licenses purchased and being used by you. With reasonable written notice to you, we may request that you perform a self-audit of the records, and if necessary and as applicable, the systems on which the Product(s) or any Update is installed for the sole purpose of ensuring compliance with the terms of this EULA. You agree to share with us copies of all records referenced herein, as well as Product(s) log files and other information reasonably requested by us promptly following such request, but in no event more than ten (10) business days following receipt of our written request (or such longer period, if applicable, that we specify in the written request). We will treat all such information obtained or accessed by us during the audit as confidential information pursuant to this EULA for use by us only as necessary to ensure compliance with and enforcement of the terms of this EULA. If any audit reveals that you have underpaid license, maintenance and support or subscription Fees, you will be invoiced for all such underpaid Fees based on our Quote price in effect at the time the audit is completed, and for our costs of the audit.

2: PRICING

2.1 – Pricing. Our fees for licensing the Product directly from us in accordance with this EULA are available via a Quote and are subject to change at any time (“Fees”). Unless you have purchased a license through an Authorized Reseller of our Product, we or our payments collection agent will charge the Fees to the payment method you have chosen for purchasing the license and send you a receipt to Your email address. We or the reseller will also share with you the following information, the term of your license (if you have purchased a Subscription License), what versions of the Product(s) are being licensed, the type of support service and term of such service (if any), the Fees charged, taxes applicable and the license key to activate the Product and any other terms specific to the Product in question. All amounts payable under this EULA are non-refundable and without set-off or counterclaim. We or our payments collection agent may send you one or more reminders to renew your Subscription License before the expiry of its term (“Expiry”).

2.2 – Payment Terms. All Fees payable to us are payable in the currency specified in the Order Form, or if no currency is specified then in United States Dollars, are due within thirty (30) days from the invoice date and, except as expressly specified herein, are non-cancellable and non-refundable. We may charge you interest at the highest rate permitted by law on all overdue payments. If you and we agree that you will pay by credit card, you will provide us with valid and updated credit card information and you authorize us to bill such credit card for all Fees applicable at the time that you order the Product(s) or any renewal. Otherwise, you agree all payments are to be completed via ACH bank transfer or other online payment platform.

2.3 – Taxes. All Fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of the EULA or your purchase or use of the Product(s). Notwithstanding the foregoing, sales tax, goods and services tax (GST) or value-added tax (VAT) may be charged in accordance with applicable laws and regulations. You confirm that we can rely on the “bill to” name and address you have provided at the time of ordering or paying for the Product(s) license (“Bill to Name and Address”) as being the place of supply for sales and income tax purposes or VAT purposes. You shall reimburse us for the amount of any such taxes or duties which we have paid or incurred directly as a result of our transactions with you, and you agree that we may charge any such reimbursable taxes to any payment method you have used to pay the associated Fees.

2.4 – Orders between You and Our Authorized Reseller. Notwithstanding the terms of this section, if you purchased your license to the Product and/or maintenance and support from an Authorized Reseller, then the Fees will be set out in the order between you and the Authorized Reseller. The Authorized Reseller may be responsible for billing and/or collecting payment from you and if so, the billing and collection terms agreed to between you and the Authorized Reseller may differ from the terms set out in this section.2.5 – No Reliance on Future Availability of any Product or Update. You agree that you have not relied on the future availability of any Product(s) or Updates in your purchasing decision or in entering into the payment obligations in your order.

3: SUPPORTSupport for the Product(s) will be provided in accordance with our then current maintenance and support policies for the applicable Product in effect at the time of purchase. If you obtain a subscription license to the Product, then maintenance and support (if offered by us) is included in the subscription Fees for each subscription period. We may offer support as outlined on our website and we reserve the right to change the scope of support we provide and the applicable terms and conditions of such support at any time in our sole discretion and without notice to you.

4: INTELLECTUAL PROPERTY (“IP”) OWNERSHIP & FEEDBACK

4.1 – IP Ownership. The Product(s), Documentation, and any software, code, tools, libraries, scripts, application programming interfaces, templates, algorithms, workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets, techniques, designs, inventions, and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Product, including, without limitation, all Intellectual Property Rights therein and thereto all other current or future intellectual property developed by us or our Affiliates, and all worldwide Intellectual Property Rights in each of the foregoing and all Updates, upgrades, enhancements, new versions, releases, corrections, and other modifications thereto and derivative works thereof, are the exclusive property of us or our Affiliates or our or their licensors or suppliers. Except for the rights and licenses expressly granted herein, all such rights are reserved by us and our Affiliates and our or their licensors and suppliers. All title and Intellectual Property Rights in and to the content that may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. As used herein, “Intellectual Property Rights” means any and all current and future (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of any of (a) to (e), in each case, in any jurisdiction throughout the world.

4.2 – Content. You own and are responsible for data, information, material or other content, including, contacts, and files, that you create resulting from the use of our Software or that you transmit through the Software (“Content”). You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to your Content. You agree that any loss or damage of any kind that occurs as a result of the use of any Content that you create or have created, upload, post, share, transmit, display or otherwise make available through your use of the Software is solely your responsibility and you will indemnify us from any third-party claims in relation to the Content.

4.3 – Feedback. You have no obligation to provide us with ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentations, proposals and/or any other material (“Feedback”). However, if you submit Feedback to us, then you hereby grant us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license to use and otherwise exploit your Feedback for any purpose worldwide. In addition, you agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain confidential or proprietary information that belongs to any third parties; (ii) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) we may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us for the Feedback or anything developed by us thereafter, under any circumstances.

5: CONFIDENTIALITY

5.1 – Confidentiality Obligations. Except as otherwise provided herein, each party agrees to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure and agrees to make no use of such information and know-how except under the terms of this EULA. However, neither party will have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) is or becomes a matter of public knowledge through no fault of the receiving party; (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party; (v) the information that is obtained from a third party, and that third party is not, in good faith belief to the receiving party, under any legal obligation of confidentiality; or (vi) the receiving party receives written permission from the disclosing party for the right to disclose any confidential information. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure. You will treat any source code for the Product(s) as our confidential information and will not disclose, disseminate, or distribute such materials to any third party without our prior written permission. Each party's obligations under this section will apply during the term of this EULA and for five (5) years following termination of this EULA, provided, however, that (i) obligations with respect to source code will survive forever and (ii) trade secrets will be maintained as such until they fall into the public domain.

5.2 – Remedies for Breach of Confidentiality Obligations. Each party acknowledges that in the event of a breach or threat of breach of this section, money damages will not be adequate. Therefore, in addition to any other legal or equitable remedies, the non-breaching party will be entitled to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The breaching party shall be liable to the non-breaching party for any use or disclosure in violation of this Section by the breaching party or its affiliates, employees, third party service provider or any other related party. 6: DATA PRIVACY The protection of your personal information is important to us. We do not sell, rent, lease, or license your personal information to any party. Personal information you provide to Dymium, Inc. through the Product(s) and Services will be collected, used, managed and/or disclosed from your representatives or employees, such as their name, telephone number, e-mail address, job title which may be collected directly from your representatives or employees and it is necessary to allow the parties to enter into and perform this EULA in accordance with the Privacy Policy. By accepting these Terms and each and every time you access our Services, you consent to the collection, use and disclosure of your personal information by Dymium, Inc. in accordance with the Privacy Policy[https://www.dymium.io/privacy-policy]. You are solely responsible for complying with Applicable Data Protection Law in your use of the Product(s).You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@dymium.io. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

7: WARRANTIES

7.1 – Authority. Each party represents and warrants that it has the legal power and authority to enter into this EULA.

7.2 – Product Compliance with Documentation. We warrant to you that the Product will comply with the applicable Documentation in all material respects for the greater of ninety (90) days from the date of delivery or the duration of the Subscription Term. Your exclusive remedy, and our sole liability, with respect to any breach of this warranty will be for us to use commercially reasonable efforts to promptly correct the non-compliance (provided that you notify us in writing within the warranty period and allow us a reasonable cure period). If we, at our discretion, reasonably determine that correction is not economically or technically feasible, we may terminate your license to the Product and provide you a prorated refund of the prepaid Fees for the unused portion of the license period. Delivery of additional copies of, or Updates to, the Product(s) will not restart or otherwise affect the warranty period.

7.3 – Warranty Exclusions. The warranty specified herein does not cover any Product(s) provided on an unpaid evaluation or trial basis, or defects to the Product(s) due to accident, abuse, service, alteration, modification or improper installation or configuration by you, your Affiliates, your or their personnel or any third party not engaged by us. The warranty specified herein shall be void if the nonconformity of any Product(s) is caused by (i) the use or operation of the Product(s) with an application or in an environment other than that recommended in writing by Dymium, Inc., (ii) modifications to or customizations of the Product(s) without the express written authorization of Dymium, Inc., (iii) accident, disaster or event of force majeure, (iv) misuse, fault or negligence of or by you, (v) use of the Product(s) in a manner for which it was not designed, (vi) causes external to the Product(s) such as, but not limited to, power failure or electrical power surges.

7.4 – Warranty Disclaimers. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY US TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DYMIUM, INC. DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR PERSONAL EXPECTATIONS OR BE OF A CERTAIN QUALITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPANY MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.8: LIMITATION OF LIABILITY THE LEGISLATION OF CERTAIN JURISDICTIONS DOES NOT ALLOW FOR CERTAIN EXCLUSIONS OF LIABILITY, SO THAT SOME OF THE PROVISIONS BELOW OR ANYWHERE ELSE IN THESE TERMS MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THESE TERMS SHALL AFFECT YOUR APPLICABLE STATUTORY RIGHTS.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DYMIUM, INC., INCLUDING WITHOUT LIMITATION ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES AND ASSIGNS, SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REVENUE, ECONOMIC ADVANTAGE, GOODWILL, LOSS OF OR DAMAGE TO DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES (WHETHER OR NOT THE DYMIUM, INC. GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN CONTRACT OR TORT LAW, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF ANY CONTENT YOU MAY ACCESS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE SERVICES; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE, RELEASE AND DISCHARGE DYMIUM, INC. GROUP FROM ALL LEGAL CLAIMS, DEMANDS, DAMAGES, ACTIONS OR CAUSES OF ACTION IN RESPECT OF THE FOREGOING. DYMIUM, INC., INCLUDING WITHOUT LIMITATION ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES AND ASSIGNS, WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL.WITHOUT PREJUDICE TO THE FOREGOING, THE AGGREGATE LIABILITY OF DYMIUM, INC., INCLUDING WITHOUT LIMITATION ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES AND ASSIGNS, TO YOU IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO US UNDER THE APPLICABLE ORDER FORM OR LICENSE FOR PRODUCT(S) WITHIN THE YEAR PRECEDING THE CLAIM.

9: SUSPENSION & TERMINATION OF LICENSE We may suspend your user account or temporarily disable access to the whole or part of any Service at any time, for any reason or for no reason, including without limitation in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@dymium.io within thirty days of the suspension. We may terminate a suspended or disabled user account after thirty (30) days. We also may terminate your user account upon your request, though we are not obligated to do so.In addition, we reserve the right to terminate your user account and deny the Services at any time, for any reason or no reason, including without limitation upon our subjective belief that you have violated the EULA. Termination of your user account may include denial of access to all Services, and deletion of any or all data in your user account.

10: ENTIRE AGREEMENT; MODIFICATIONThis EULA, and any terms expressly incorporated herein by reference including without limitation the Quote, will constitute the entire agreement between you and us with respect to the subject matter of this EULA and supersedes all prior and contemporaneous communications, oral or written, signed or unsigned, regarding such subject matter. Use of any purchase order or other document you supply in connection with this EULA will be for administrative convenience only and all terms and conditions stated therein will be void and of no effect. Except as otherwise expressly contemplated in this EULA, this EULA may not be modified or amended other than in writing signed by you and us. If we have provided you with a translation of the English language version of this EULA, then you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this EULA will be legally binding on you.

11: NOTICESNotices of termination, material breach, your insolvency, and all other legal communications (“Legal Notices”) must be sent in writing, clearly identified as Legal Notices, and delivered either by U.S. mail, certified, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party, to the following addresses: For us: Dymium, Inc., 481 N. Santa Cruz Avenue, Suite 300, Los Gatos, California 95030 USA. For you: your address set out in the Quote. Legal Notices shall be effective upon their receipt by the party to whom they are addressed. Either party may change its address for receipt of notices upon written notice to the other party.

12: THIRD PARTY INTERACTIONS Dymium, Inc.’s Services integrate with many third-party applications (hereinafter "Third-Party Application(s)"). Access and use of the Third-Party Applications may require acceptance of terms of service and privacy policies applicable to such Third-Party Applications (hereinafter "Third Party Terms"). You are responsible for reading and understanding the Third-Party Terms before accessing or using any Third-Party Application. You acknowledge and agree that Dymium, Inc. is not liable for any Third-Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Dymium, Inc. may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Dymium, Inc. Services, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.

13: IDENTIFICATION Subject to your prior written consent, you agree that you will (a) participate in a press release following the execution of the Order Form naming you as a customer of Dymium, Inc., (b) allow your name to be used in sales materials and user literature, which references Dymium, Inc.’s customers generally, (c) allow the use of your name, without endorsement, in a listing of Dymium, Inc.’s customers and (d) make reasonable efforts to serve as a reference account and to participate in case studies and other promotional activity. We will comply with any reasonable trademark usage guidelines you provide to us in connection herewith. You retain all title in and to your marks, and all goodwill developed from such use shall be solely for your benefit.

14: ASSIGNMENTYou may not, without our prior written consent, assign or novate this EULA, any of your rights or obligations under this EULA, or the Product(s) or any of our Confidential Information, in whole or in part, by operation of law, sale of assets, merger or otherwise, to any other party, including any parent, subsidiary or affiliated entity. Your Change of Control will constitute an assignment for purposes of the preceding sentence. A “Change of Control” will include, but not be limited to, any merger, consolidation, amalgamation, reorganization or sale, transfer or exchange of the capital stock or equity interests of you in a transaction or series of transactions which results in the holders of your capital stock or equity interests holding less than 50% of the outstanding capital stock or equity interests immediately following such transaction(s).We may assign this EULA in the event of any Change of Control of Dymium, Inc., provided that the assignee assumes all rights and obligations of the EULA.

15: U.S. GOVERNMENT END USER If the Product(s) is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government's rights in the Product(s) will be only as set out herein except that this Agreement shall be governed by federal law. The Product(s) and Documentation are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product(s) and such Documentation with only those rights set out herein. Any additional rights or changes desired by the U.S. Government shall be negotiated with us consistent with this EULA.

16: COMPLIANCE WITH LAWS Each party acknowledges its obligation to comply with all applicable laws, rules, statutes and regulations, including specifically but not limited to anti-corruption legislation, OFAC compliance, technology transfer and/or export control laws. Each party warrants that, to the best of its knowledge no money or other consideration of any kind paid or payable under this Agreement or by separate agreement is, has been or will be used for unlawful purposes, including purposes violating anti-corruption laws, including making or causing to be made payments to any employee of either party or anyone acting on their behalf to assist in obtaining or retaining business with, or directing business to, any person, or securing any improper advantage.

17: APPLICABLE LAW AND DISPUTE RESOLUTIONThis Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles.You and Dymium, Inc. agree to arbitrate any dispute arising from this Agreement or your use of the Product(s), except that we are not required to arbitrate any dispute to the extent that either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Any dispute beyond such extent shall be subject to arbitration. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.You and Dymium, Inc. agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Dymium, Inc. shall be sent to contact@dymium.io. You and Dymium, Inc. further agree: (a) to attempt informal resolution via executive communication, prior to any demand for arbitration; (b) that any arbitration will occur in Santa Clara County, California; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the American Arbitration Association (or its International Center for Dispute Resolution, as appropriate); and (d) that the state or federal courts in Santa Clara, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND DYMIUM, INC. WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

18: SEVERABILITYIf any provision of this EULA is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in full force and effect.

19: WAIVEROur failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be invalid, the parties nevertheless agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

20: FORCE MAJEUREN either party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance of a License will be extended for a period equal to the duration of the Force Majeure Event; provided that a party may terminate the License Agreement in the event the other party is prevented from performing by the Force Majeure Event for a period longer than thirty (30) days, and, if Customer is the terminating party, Dymium, Inc. shall provide a refund of subscription fees on a pro rata basis applicable to the remainder of the Subscription Term.

21: INDEPENDENT CONTRACTORWe are an independent contractor, and our personnel are not and shall not be considered employees or agents of your company for any purpose whatsoever. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party, or be considered the agent, partner, joint venturer, employer or employee of the other party.PART II – PRODUCT SPECIFIC TERMS 1: GHOST DB (A) Per-Client License: We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for one (1) client per license purchased to install and internally use the Software as a Service (“SaaS”) Product and the connected On-Premise Components on any number of desktops or workstations or non-production servers owned or controlled by the named user in the Quote to secure access to your data. You may reinstall the Software on a different desktop, workstations or non-production server provided that the Product is uninstalled from the original desktop, workstations or non-production server. (B) Restrictions: For the avoidance of doubt, you may not use or install the Product on a production server or distribute applications outside your organization without purchasing a separate license from us. (C) Termination: If you do not pay renewal Subscription License Fees or if either party breaches this Agreement the following occurs: (1) the Per-Client License grant set forth above continues perpetually; (2) Any sublicenses granted by you to your end users prior to such expiration or termination to use the Product as a run-time component as part of your application survive; and (3) you will not receive any further Updates of the Product.2: GHOST AI (A) Per-Client License: We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for one (1) client per license purchased to access and use the GHOST AI enterprise portal on any number of desktops or workstations or non-production servers owned or controlled by the named user in the Quote to secure access to your data in the process and manner of using connected private and public LLMs. (B) Restrictions: For the avoidance of doubt, you may not use or access the Product on a production server or distribute applications outside your organization without purchasing a separate license from us. You may not grant any sublicenses to any third party that is not pre-approved in writing by Dymium. Your use of GHOST AI enterprise portal may necessitate the use of third-party service provided APIs, all use and access to any third party services must comply with the terms, conditions, policies, and restrictions of use of the third party provider(s). (C) Termination: If you do not pay renewal Subscription License Fees or if either party breaches this Agreement the following occurs: (1) the Per-Client License grant set forth above continues perpetually; (2) Any sublicenses granted by you to your end users prior to such expiration or termination to use the Product as a run-time component as part of your application survive; and (3) you will not receive any further Updates of the Product.