Subscription Agreement

If you're looking for our Data Processing Addendum.

Terms and Conditions

These Subscription Agreement Terms and Conditions (these “Terms and Conditions”) are entered into by and between HYCU, Inc., a Delaware corporation (“HYCU”), and the counterparty identified as the customer in the applicable Subscription Form (“Customer”). These Terms and Conditions, together with all Subscription Forms (as defined below), constitute this “Agreement”. If you are accepting these Terms and Conditions or a Subscription Form on behalf of your employer or another entity (which will be deemed to be the case if you sign up for a HYCU Service (as defined below) using an email address from your employer or such entity), then the “Customer” under this Agreement will be such employer or other entity, and you represent and warrant that (a) you have read and understand this Agreement; (b) you have full legal authority to bind your employer or such entity to this Agreement; and (c) you agree to this Agreement on behalf of your employer or such entity.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means any data, content, or materials that Customer (including its Users) submits to its HYCU Service accounts.

“Documentation” means HYCU’s then-current standard usage documentation for the HYCU Service.

“Effective Date” means the date of the initial Subscription Form entered into between Customer and HYCU.

“Trial Subscription” means, if the Subscription Form specifies that a Trial Subscription is applicable, the provision by HYCU of access and use of the HYCU Service for free on a trial basis for a Trial Term set forth on the Subscription Form. Any applicable Trial Subscription will automatically convert into a paid subscription for the remainder of the applicable term of this Agreement unless either party notifies the other of its intent to allow this Agreement to expire at the end of the Trial Term as set forth in Section 9.2.

“Trial Term” means, if the Subscription Form specifies that a Trial Subscription is applicable, the first fourteen (14) days of the term of this Agreement, or another period set forth in the Subscription Form.

“Subscription Form” means an ordering document or online order entered into between Customer and HYCU, or online ordering flow completed by Customer, including via any Third Party Marketplace, in each case specifying the HYCU Service to be provided under this Agreement.

“HYCU” means HYCU, Inc., with its principal place of business at 27-43 Wormwood Street, Suite 650, Boston MA 02210, USA, or its affiliates as applicable. For clarity, unless otherwise stated in writing, the HYCU entity contracting with Customer hereunder will be (i) HYCU, Inc., if Customer is located in the United States or Canada; or (ii) HYCU Ltd., with its business address at 10 Earlsfort Terrace, Dublin 2, D02T380, Republic of Ireland, if Customer is located outside of the United States or Canada;

“HYCU Service” means the SaaS-based data protection service developed and made available by HYCU, as further described in the applicable Subscription Form.

“Third Party Marketplace” means any third party online marketplace service authorized by HYCU to provide Customer with access and use of the HYCU Service, including, without limitation, Amazon Web Services, Google Cloud, and Microsoft Azure.

“Third Party Platform” means any product, add-on or platform not provided by HYCU that Customer uses with the HYCU Service.

“User” means anyone that Customer allows to use its accounts for the HYCU Service, consisting of Customer’s employees and contractors (solely for purposes of providing services to Customer).

2. HYCU Service

2.1 Provision of HYCU Service. Subject to the terms and conditions of this Agreement, HYCU will make the HYCU Service available to Customer pursuant to this Agreement and the applicable Subscription Form, and hereby grants Customer a non-exclusive right to access and use the HYCU Service for its internal business purposes. Certain software components may be downloaded locally from the HYCU Service (the “HYCU Software”) so that Customer may use the HYCU Service. Subject to the terms and conditions of this Agreement, HYCU hereby grants Customer the limited, nonexclusive, nontransferable, non-sublicenseable right and license to install and use the HYCU Software solely for the purpose of using the HYCU Service. Customer may permit Users to use the HYCU Service on its behalf. Customer is responsible for provisioning and managing its User accounts, its Users’ actions through the HYCU Service, and their Users’ compliance with this Agreement.

2.2 Trial Subscriptions. Notwithstanding anything herein to the contrary, HYCU may elect to provide a Trial Subscription to Customer during the Trial Term. HYCU makes no promises that, at the end of the Trial Term, the HYCU Service will be made available under the same commercial or other terms as set forth in this Agreement. Notwithstanding anything herein to the contrary, HYCU may terminate Customer’s right to use any Trial Subscriptions on written notice at any time in HYCU’s sole discretion without liability.

2.3 Data Security.

(a) To the extent that HYCU processes Customer Data in connection with the provision of the HYCU Service, HYCU will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer

Data. In furtherance of the foregoing, HYCU will maintain the administrative, physical, and technical safeguards to protect the security of Customer Data in accordance with industry standards.

(b) To the extent that HYCU processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Law (as defined in the DPA), on Customer’s behalf, in the provision of the HYCU Service, the Data Processing Addendum (“DPA”) currently available at this URL is hereby deemed incorporated herein by reference.

2.4 Customer Responsibilities.

(a) Customer acknowledges that HYCU’s provision of the HYCU Service is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation, and materials as reasonably required and any other access as may be specified in the applicable Subscription Form), and Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the HYCU Service and notify HYCU promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the HYCU Service; and (ii) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access or otherwise use the HYCU Service, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software, and services, and HYCU will have no liability for such failure (including under any service level agreement).

(c) Customer is responsible for providing all notices and obtaining all consents required under applicable privacy or data protection law in connection with any Personal Data processed via the HYCU Service or otherwise provided to HYCU. HYCU treats all Personal Data provided by Customer with the same level of protection, as set out in the Security Page, regardless of the sensitivity of the Personal Data. Customer is solely responsible for ensuring that the level of security provided by HYCU is appropriate to the content of the Personal Information that Customer provides to HYCU. If Customer requires implementation of additional safeguards to protect any sensitive Personal Data (e.g., social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers), Customer is solely responsible for entering into an additional written agreement with HYCU specifying such additional safeguards. HYCU is not responsible or liable for any failure to take specific measures to secure sensitive Personal Data absent implementation of an additional written agreement requiring HYCU to comply with any such measures.

2.5 Affiliates. Any Affiliate of Customer will have the right to enter into a Subscription Form and this Agreement will apply to each such Subscription Form. With respect to any such Subscription Form, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Subscription Form is a separate obligation of the Customer entity that enters into such Subscription Form, and no other Customer entity has any liability or obligation under such Subscription Form.

3. Fees

3.1 Fees. HYCU offers both free and paid HYCU Services. If Customer chooses to subscribe to a paid HYCU Service, Customer will pay HYCU the fees set forth in the applicable Subscription Form. Unless otherwise set forth in such Subscription Form, Customer shall pay those amounts due and not disputed

in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”); provided that unless a specific date for payment is set forth in such Subscription Form, payment will be due on the date specified. Except as otherwise specified herein or in such Subscription Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer elects to pay via credit card, then Customer is responsible for either (a) enabling auto-recharge on Customer’s payment instrument; or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on its payment account, then HYCU reserves the right to suspend access to the paid version until all fees are paid in full. If Customer disputes an invoice in good faith, it will notify HYCU within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable. HYCU may provide Customer with written notice of a change or increase in pricing for such Subscription Form at least thirty (30) days prior to the end of the then-current subscription term, and such modified pricing will become effective thereafter at the time of the renewal. To the extent Customer subscribes to the HYCU Service via a Third Party Marketplace, Customer will comply with the terms and conditions of such Third Party Marketplace in addition to this Agreement. In the event of a conflict between this Agreement and the terms and conditions of a Third Party Marketplace with respect to Customer’s payment of fees, the terms and conditions of such Third Party Marketplace with respect to Customer’s payment of fees will control.

3.2 Late Payment. HYCU may suspend access to the HYCU Service immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If HYCU has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by HYCU.

3.3 Taxes. All amounts payable hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of HYCU. Customer will not withhold any taxes from any amounts due to HYCU.

4. Proprietary Rights

4.1 Proprietary Rights. As between the parties, HYCU exclusively owns all right, title, and interest in and to the HYCU Service, improvements thereto, System Data and HYCU’s Confidential Information, and Customer exclusively owns all right, title, and interest in and to the Customer Data, and Customer’s Confidential Information. “System Data” means data collected by HYCU regarding the HYCU Service and use thereof that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity, or security of the HYCU Service.

4.2 Feedback. Customer may from time to time provide HYCU suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the HYCU Service. HYCU will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality. HYCU will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and HYCU will not publicly identify Customer as the source of Feedback without Customer’s permission.

4.3 Product Improvement and Aggregated Statistics. Customer further agrees that, notwithstanding anything herein, HYCU has the right to collect, create, retain, and analyze aggregate and/or anonymized data that does not identify any Customer or other identifiable individual from the Customer Data and other information relating to the performance of the HYCU Service (“Aggregated Data”) and shall be free (during and after the term hereof) to use and disclose Aggregated Data to improve HYCU’s products and services or for any lawful business purpose.

5. Confidentiality Restrictions

5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

5.2 Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the HYCU Service; (b) attempt to probe, scan, or test the vulnerability of the HYCU Service, breach the security or authentication measures of the HYCU Service without proper authorization, or wilfully render any part of the HYCU Service unusable; (c) use or access the HYCU Service to develop a product or service that is competitive with HYCU’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the HYCU Service or otherwise offer the HYCU Service on a standalone basis; or (e) otherwise use the HYCU Service in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Subscription Form.

6. Representations and Warranties; Disclaimers

6.1 Mutual. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement; and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the HYCU Service.

6.2 HYCU. HYCU represents and warrants that the HYCU Service will perform materially as described in the Documentation and HYCU will not materially decrease the overall functionality of the HYCU Service during the applicable subscription term (the “Performance Warranty”). HYCU will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If HYCU fails to do so within 30 days after Customer's report, then either party may terminate the applicable Subscription Form as it relates to the non-conforming HYCU Service, in which case HYCU will refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term (for the Performance Warranty). To receive these remedies, Customer must report a breach of the Performance Warranty in

reasonable detail within 30 days after discovering the issue in the HYCU Service. These procedures are Customer’s exclusive remedies and HYCU’s sole liability for breach of the Performance Warranty. The representations and warranties set forth in this Section 6.2 will not apply to the Free Services (as defined below).

6.3 Customer. Customer represents and warrants that it has all rights necessary to provide any information, data, or other materials that it provides hereunder, and to permit HYCU to use the same as contemplated hereunder.

6.4 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HYCU DOES NOT REPRESENT OR WARRANT THAT THE HYCU SERVICE WILL BE ERROR-FREE. HYCU IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH.

6.5 Free Services. HYCU may offer certain HYCU Services at no charge, including Trial Subscriptions, other free services, and pre-release, alpha or beta versions or features (collectively, “Free Services”). Customer’s use of Free Services is subject to any additional terms that HYCU may specify. Except as otherwise set forth in this Section, this Agreement applies to Free Services. HYCU may modify or terminate Customer’s right to use Free Services at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYCU DISCLAIMS ALL OBLIGATIONS, REPRESENTATIONS, WARRANTIES, COVENANTS, AND LIABILITIES WITH RESPECT TO FREE SERVICES, INCLUDING ANY INDEMNITY OBLIGATIONS, AND HYCU’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF FREE SERVICES WILL BE U.S. $100.

7. Indemnification

7.1 Indemnity by HYCU. HYCU will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the HYCU Service as permitted hereunder infringes or misappropriates a United States patent, copyright, or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by HYCU) in connection with any such Claim; provided that (a) Customer will promptly notify HYCU of such Claim, (b) HYCU will have the sole and exclusive authority to defend and/or settle any such Claim (provided that HYCU may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability), and (c) Customer reasonably cooperates with HYCU in connection therewith. If the use of the HYCU Service by Customer has become, or in HYCU’s opinion is likely to become, the subject of any claim of infringement, HYCU may at its option and expense (i) procure for Customer the right to continue using and receiving the HYCU Service as set forth hereunder; (ii) replace or modify the HYCU Service to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Subscription Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. HYCU will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans, or specifications provided by Customer; (B) use of the HYCU Service by Customer not in accordance with this Agreement; (C) modification of the HYCU Service by or on behalf of Customer; (D) Customer Data; or (E) the combination, operation or use of the HYCU Service with other products or services where the HYCU Service would not by itself be infringing (clauses (A) through (E), “Excluded

Claims”). This Section states HYCU’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer. Customer will defend HYCU against any Claim made or brought against HYCU by a third party arising out of the Excluded Claims, and Customer will indemnify HYCU for any damages finally awarded against HYCU (or any settlement approved by Customer) in connection with any such Claim; provided that (a) HYCU will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without HYCU’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases HYCU of all liability), and (c) HYCU reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR HYCU’S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 5 (CONFIDENTIALITY; RESTRICTIONS), OR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, HYCU WILL NOT BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SUBSCRIPTION FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term; Termination

9.1 Term. The term of this Agreement will commence on the date of the initial Subscription Form and continue until terminated as set forth below. The initial term of each Subscription Form will begin on the start date indicated in such Subscription Form and will continue for the subscription term set forth therein.

9.2 Trial Term. If an Subscription Form specifies that a Trial Subscription is applicable, the Trial Subscription for the applicable HYCU Service will automatically convert at the end of the Trial Term into a paid subscription for such HYCU Service through the remainder of the term of the applicable Subscription Form unless either party notifies the other party not less than three (3) days prior to the end of the Trial Term of its intent to allow this Agreement to expire at the end of the Trial Term.

9.3 Autorenewal. Except as set forth in a Subscription Form, the term of such Subscription Form will automatically renew for successive renewal terms equal to the length of the initial term of such Subscription Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. If Customer does not agree to automatic renewals, Customer may opt-out of automatic renewals by providing written notice to HYCU within fourteen (14) days of the date of the initial Subscription Form.

9.4 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Subscription Forms then in effect. Each party may also terminate this Agreement or the applicable Subscription Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Subscription Form and fails to remedy such breach within thirty (30) days after written notice of such breach; or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is

not dismissed within sixty (60) days. If Customer is accessing the HYCU Service solely via Free Services, each party may terminate this Agreement immediately upon written notice to the other party.

9.5 Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including Sections 1 (DEFINITIONS), 3 (FEES), 4 (PROPRIETARY RIGHTS), 5 (CONFIDENTIALITY; RESTRICTIONS), 6.4 (DISCLAIMERS), 6.5 (FREE SERVICES), 7 INDEMNIFICATION), 8 (LIMITATION OF LIABILITY), 9 (TERM; TERMINATION), and 10 (GENERAL).

10. General

10.1 Publicity. Customer agrees that HYCU may refer to Customer’s name and trademarks in HYCU’s marketing materials and website; however, HYCU will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references, and case studies) without Customer’s prior written consent (which may be by email). If Customer does not agree to HYCU’s use of Customer’s name or trademark in HYCU’s marketing materials, Customer may opt-out of such use by providing written notice to HYCU within fourteen (14) days of the date of the initial Subscription Form.

10.2 Assignment; Delegation. Customer may not assign or otherwise transfer this Agreement, in whole or in part, without HYCU’s prior written consent, except that Customer may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.3 Amendment. HYCU reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Subscription Form, any modifications to these Terms and Conditions shall become effective upon the date of Customer’s next renewal of such Subscription Form. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) HYCU may specify that such modifications become effective during Customer’s then-current subscription term. If the effective date of such modifications is during Customer’s then-current subscription term and Customer objects to the modifications, then (as Customer’s exclusive remedy) Customer may terminate the affected Subscription Form upon written notice to HYCU, and HYCU will refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term. To exercise this right, Customer must provide HYCU with notice of its objection and termination within thirty (30) days of HYCU providing notice of the modifications. Except as set forth in this Section, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.

10.4 Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.7 Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may be sent to the address listed on the Customer’s applicable Subscription Form or email address provided by Customer when Customer creates its HYCU Service account. Notices to HYCU must be sent to the following:

HYCU, Inc.

27-43 Wormwood Street, Suite #650 Boston, MA 02210 Attn: Legal

10.9 Entire Agreement. This Agreement (consisting of these Terms and Conditions and each Subscription Form) comprises the entire agreement between Customer and HYCU with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials, or presentations and agreements (oral and written). No oral or written information or advice given by HYCU, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. In the event of a conflict between these Terms and Conditions and a Subscription Form, the terms of the Subscription Form shall control.

10.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment, or decree.

10.11 Government Terms. HYCU provides the HYCU Service, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the HYCU Service, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The HYCU Service was developed fully at private expense.

10.12 Interpretation. For purposes hereof, “including” means “including without limitation”

Last updated: October 2023