End-User License Agreement – Version Date: 2024-05-23

This End-User License EULA (“EULA”) governs your access to and use of the Ciright Inc. (“Ciright”) platform, related services and documentation (“Platform”).

By accepting, and/or agreeing to, the terms of this EULA (including by “clicking” acceptance) or accessing and/or using the Platform you: (a) acknowledge that you have read and understand this EULA, and that you, and, if applicable, the entity for which you are acting, agree to be bound its terms and conditions; and, (b) if applicable, you represent and warrant that you have the authority to act on behalf of, and to bind, such entity. If you do not agree with the terms and conditions in this EULA or you do not have the authority to bind the entity, do not accept or agree to such terms and do not access or use the Platform.

If you are acting as an individual, “you” and “your” mean you as the individual, and if you are acting on behalf of an entity, “you” and “your” mean such entity. “Party” means you or Ciright, individually, and “Parties” means you and Ciright collectively.

You are being given access to the Platform either because (a) you are a customer of Ciright (“Ciright Customer”), (b) you are an authorized reseller (“Authorized Reseller”) of products of a Ciright Customer that communicate with, and are managed by the Platform (“Designated Products”), or (c) you are an end customer of such Designated Products which you will purchase or have purchased from a Ciright Customer or an Authorized Reseller.

1. PLATFORM

1.1. Access to Platform. Ciright hereby grants you a limited, nonexclusive, non-transferable, non-sublicensable right and license to access and use the Platform for internal business purposes only and solely with respect to the management, purchase and sale of Designated Products.

1.2. Restrictions on Use. You shall not, and shall not permit any third-party to: (a) license, sublicense, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make available to a third-party the Platform; (b) alter, modify or create derivative works of the Platform; (c) frame or mirror any content of the Platform; (d) reverse engineer, decompile, disassemble, or seek to obtain the source code of the Platform for any purpose; (e) access the Platform to build a product or service, or copy any ideas, features, functions or graphics of the Product; (f) send to or store in the Platform any infringing, inappropriate, unlawful or tortious material or malicious code; (g) interfere with or disrupt the integrity or performance of the Platform or data contained therein; (h) attempt to gain unauthorized access to the Platform or its systems or networks; (i) remove or obscure any proprietary or other notices in or on the Platform; or (j) publicly disseminate information regarding the performance of the Platform.

1.3. Your Responsibilities. You shall: (a) prevent unauthorized or unlawful access to, or use of, the Platform; and (b) use the Platform in compliance with the EULA and all applicable laws.

2. PROPRIETARY RIGHTS

2.1. Ownership. Ciright and its licensors retain all right, title and interest, including all related intellectual property rights, in and to the Platform, its Confidential Information, and all derivative works, improvements or modifications thereto by whomever made. No rights are granted to you other than as expressly set forth herein.

2.2. Your Data. You retain all right, title and interest in and to all data and information submitted or uploaded by you to the Platform (“Your Data”). You hereby grant to Ciright a non-exclusive, worldwide, unrestricted and irrevocable right and license to use Your Data solely to provide the Platform (and its applications).

2.3. Feedback. If you provide Ciright any suggestions, ideas, improvements or feedback with respect to the Platform (“Feedback”), you hereby grant Ciright a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid-up worldwide right and license to use and commercially exploit such Feedback as Ciright deems fit.

3. CONFIDENTIALITY

3.1. Confidential Information.
Each Party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing Party (“Disclosing Party”) constitute the confidential property of Disclosing Party (“Confidential Information”). Confidential Information does not include information which Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become generally available to the public through no fault of Receiving Party; (c) is rightfully obtained by Receiving Party from a third-party without breach of any confidentiality obligation; or (d) is independently developed by employees of Receiving Party who had no access to Disclosing Party Confidential Information. The EULA, the Platform, fees and pricing information and any performance information (e.g., benchmarking results) relating to the Platform are Ciright Confidential Information. Your Data is your Confidential Information.

3.2. Restrictions.
Except as expressly authorized herein, Receiving Party will (a) hold in confidence (using reasonable methods of protection) Confidential Information and (b) not use any Confidential Information except in furtherance of the EULA. Receiving Party may disclose Disclosing Party Confidential Information to its employees, consultants or contractors who have a bona fide need to know such Confidential Information for the purposes of the EULA; provided, that each such employee, consultant or contractor is subject to terms of confidentiality no less restrictive than those set forth herein.

3.3. Required Disclosures.
Receiving Party may disclose Disclosing Party’s Confidential Information if it is required to be disclosed pursuant to a regulation, law or court order; provided that, Receiving Party provides Disclosing Party prior written notice of such required disclosure, reasonably assists Disclosing Party in contesting such required disclosure (at Disclosing Party’s cost and expenses), and, if disclosure is still required thereafter or Disclosing Party authorizes such disclosure, only discloses the minimum extent required to comply with such regulation or order.

3.4. Irreparable Harm.
Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information of Disclosing Party would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by Receiving Party, Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law in any court of competent jurisdiction.

4. WARRANTIES; DISCLAIMER

4.1. Warranties.
Each Party represents and warrants to the other Party that it has the power and authority to execute, deliver, and perform its obligations under the EULA.

4.2. DISCLAIMERS OF WARRANTY.
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 4.2, CIRIGHT PROVIDES THE PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER CIRIGHT NOR ITS SUPPLIERS MAKES OTHER WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR NONINFRINGEMENT. CIRIGHT DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT YOU WILL BE ABLE TO ACCESS OR USE PLATFORM WITHOUT PROBLEMS OR INTERRUPTIONS.

5. LIMITATION OF LIABILITY

IN NO EVENT SHALL CIRIGHT HAVE ANY LIABILITY TO YOU FOR ANY: (A) LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY THEORY OF LIABILITY OR WHETHER OR NOT SUCH PARTY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AMOUNTS IN THE AGGREGATE IN EXCESS OF ONE THOUSAND UNITED STATES DOLLARS (US$1,000.00). THESE LIMITATIONS OF LIABILITY WILL NOT APPLY TO CIRIGHT’S BREACH OF SECTION 5 OR CIRIGHT’S INDEMNITY OBLIGATIONS.

6. INDEMNIFICATION

6.1. Ciright Indemnity.
Ciright (“Indemnifying Party”) shall defend, indemnify and hold harmless you (“Indemnified Party”) from and against any third-party claims asserted against an Indemnified Party (and all resulting, to the extent payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, including reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the Platform. If any claim which Ciright is obligated to defend has occurred, or in Ciright’s determination is likely to occur, Ciright may, in its sole discretion and at its option and expense: (a) obtain for you the right to use the allegedly infringing item; (b) substitute a non-infringing replacement for such item; or (c) if in Ciright’s opinion neither item (a) nor (b) are reasonably available, terminate the EULA. The foregoing indemnification obligation of Ciright shall not apply if such claim arises out of: (1) use of the Platform in combination with any software, hardware, network or system not supplied by Ciright where the alleged infringement is caused by such combination; (2) any modification or alteration of the Platform (other than by Ciright); (3) your continued use of the allegedly infringing activity after being
informed of a modification that would avoid the alleged infringement; or (4) use of the Platform other than in accordance with the terms and conditions of the EULA. THIS SECTION 6.1 SETS FORTH CIRIGHT’S SOLE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY
INFRINGEMENT.

6.2. Your Indemnity.
You (“Indemnifying Party”) shall indemnify, defend and hold harmless Ciright (“Indemnified Party”) from and against any third-party claims asserted against Indemnified Party and all Losses arising from Your Data or Your use of the Platform.

6.3. Procedure.
The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving (a) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (c) all reasonably necessary cooperation of the Indemnified Party at Indemnifying Party’s expense. Nothing in this Section 6 precludes the Indemnified Party from participating in its own defense and retaining its own counsel at its own expense.

7. TERM, TERMINATION AND SUSPENSION

7.1. Term and Termination.
The term of this EULA commences on your acceptance of, or agreement to, its terms or you’re accessing and/or using the Platform, and terminates when the applicable Ciright Customer no longer uses the Platform or Ciright provides you with written notice of such termination. Notwithstanding the previous sentence, either Party may terminate the EULA upon thirty (30) days written notice if the other Party breaches any material provision of the EULA and does not cure such breach before the end of such cure period. Upon termination of the EULA, (a) your access to, and use of, the Platform shall immediately cease, (b) Ciright will immediately terminate your access to the Platform and (c) upon Disclosing Party’s request, the Receiving Party shall destroy or return all Confidential Information in its possession. Within thirty (30) days of termination, Ciright shall export all customer data in the format of csv files for customer future use.

7.2. Survival.
This Section 7.2 and the following Sections shall survive any termination of the EULA: Sections 1.2 (Restrictions on Use), 1.3 (Your Responsibilities), Section 2 (Proprietary Rights), Section 3 (Confidentiality), Section 4.2 (Disclaimers of Warranty), Section 5 (Limitation of Liability), Section 6 (Indemnification) and Section 8 (Miscellaneous).

7.3. Suspension.
If Ciright in good faith believes that the Ciright Customer, Authorized Reseller or you are engaging in unauthorized conduct in its use of the Platform, in addition to any of its other rights or remedies, Ciright reserves the right to suspend your access to the Platform without liability to you until you such unauthorized conduct ceases.

8. MISCELLANEOUS

8.1. Assignment.
Neither Party may assign the EULA or any of its rights, by operation of law or otherwise, or delegate any of its duties hereunder (except that Ciright may delegate to subcontractors, provided that it remains liable for proper performance of the EULA), in whole or in part, without the other Party’s prior written consent; provided, however, either Party may assign the EULA, without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under the EULA in breach of the previous sentence shall be void and of no effect.

8.2. Independent Contractors.
The Parties to the EULA are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

8.3. Export Controls.
You agree you shall not, and shall cause your representatives to not, export, directly or indirectly, re-export, divert, or transfer in violation of any applicable export laws and regulations, including but not limited to the U.S. Export Administration Regulations, the Platform or Ciright Confidential Information.

8.4. Severability; Modifications or Waivers.
If a court deems a provision of the EULA to be unenforceable, that provision shall be limited to the minimum extent necessary to permit the EULA to otherwise remains in effect. Any modification of the EULA is effective and binding only if in writing and signed by both Parties. No waiver is implied from conduct or failure to exercise rights under the EULA, and no waiver is effective unless in a writing signed by the waiving Party.

8.5. Governing Law; Jurisdiction.
The EULA is governed by the laws of the United States and the State of Pennsylvania, excluding its conflict of laws rules. The United Nations Convention on the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to the EULA. The Parties submit to the exclusive jurisdiction of, and waive any venue jurisdiction or venue objections against, the state and Federal courts in the City of Philadelphia, Pennsylvania.

8.6. Notice.
Any notice or communication required or permitted under the EULA shall be in writing and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

8.7. Entire Agreement.
The EULA is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the EULA.