Please read these Terms of Service (these "Terms") carefully. These Terms govern Linero's provision of software and services, and Customer's use thereof, as set forth in an Order Form executed between Linero, Inc. ("Linero" or "we") and Customer. Together, these Terms and any Order Form(s) constitute the "Agreement." The Agreement is effective as of the Order Form Effective Date. Capitalized terms used but not defined herein shall have the meanings given to them in the Order Form.

By executing an Order Form that incorporates these Terms by reference and/or otherwise using the Services, the individual or entity obtaining the right to access such Services ("Customer" or "you") is agreeing to be bound by and is a party to this Agreement. If the individual signing the Order Form for Customer is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity. If you do not agree to be bound by these Terms, you may not access or use the Services.

Certain aspects of the Services are provided with or otherwise compatible with certain services owned or controlled by third parties. Your use of those third-party services will be governed by those licenses, and not this Agreement.

We may at our sole discretion change, add, or delete portions of this Agreement at any time on a going-forward basis. It is your responsibility to check this Agreement for changes prior to use of the Services, and in any event your continued use of the Services following the posting of changes to this Agreement constitutes your acceptance of any changes. We will notify you of any such material changes by posting notice of the changes on the Services, and/or, in our sole discretion, by email.

You may not access the Services if you are a direct competitor of Linero, except with Linero's prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Definitions

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Linero Solution.

"Applicable Data Protection Laws" means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.

"Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access the Linero Solution pursuant to Customer's rights under this Agreement.

"Customer Content" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

"Documentation" means the technical materials provided by Linero to Customer, if any, in hard copy or electronic form describing the use and operation of the Linero Solution.

"Intellectual Property Rights" means any and all now known or hereafter existing (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) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

"Licensed Material" means results, reports, materials and documentation made available to Customer as part of the Services.

"Linero Solution" means the software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface or mobile application.

"Order Form" means an order form that is signed by both parties and references this Agreement.

"Personal Data" means any Customer Content, whether in electronic or paper-based form that constitutes "personal data," "personal information," or "personally identifiable information" or similar information governed by Applicable Data Protection Laws. For clarity, Personal Data does not include information pertaining to Customer's business contacts and/or representatives who are Customer personnel where Linero has determined what information to collect and for what purposes.

"Processing" means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

"Professional Services" means professional services provided by Linero to Customer as described in any Order Form, including services relating to the Linero Solution and support, implementation, training, and on-boarding thereof.

"Services" means any services provided by Linero to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Linero Solution and Professional Services.

2. Provision of Services

2.1 Access

Subject to Customer's payment of the fees set forth in the Order Form ("Fees"), Linero will provide Customer with access to the Linero Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date, Linero will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Linero Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require Linero to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Linero Solution from the Internet.

2.2 Support Services

Subject to the terms and conditions of this Agreement, Linero will exercise commercially reasonable efforts to (a) provide support for the use of the Linero Solution to Customer, and (b) keep the Linero Solution operational and available to Customer, in each case in accordance with its then-standard policies and procedures.

3. Intellectual Property

3.1 License Grant

Subject to the terms and conditions of this Agreement, Linero grants to Customer a non-exclusive, non-transferable license during the Term, solely for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Linero Solution in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Linero Solution.

3.2 Restrictions

Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Linero Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Linero Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Linero Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine the source code of the Linero Solution, except as permitted by law; (e) interfere in any manner with the operation of the Linero Solution; (f) modify, copy or make derivative works based on any part of the Linero Solution or Documentation; (g) access or use the Linero Solution to build a similar or competitive product or service; (h) attempt to access the Linero Solution through any unapproved interface; or (i) otherwise use the Linero Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement.

3.3 Ownership

The Linero Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Linero and its suppliers. All rights in and to the Linero Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Linero and its suppliers.

3.4 License to Licensed Material

Subject to the terms and conditions of this Agreement, Linero grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable, non-sublicensable license to use the Licensed Material solely for Customer's internal business purposes.

3.5 Open Source Software

Certain items of software may be provided to Customer with the Linero Solution and are subject to "open source" or "free software" licenses ("Open Source Software"). The Open Source Software is not subject to the terms and conditions of Sections 3.3 or 11. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.

3.6 Feedback

Customer hereby grants to Linero a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Linero will not identify Customer as the source of any such feedback.

4. Fees and Expenses; Payments

4.1 Fees

In consideration for the access rights granted to Customer and the Services performed by Linero under this Agreement, Customer will pay to Linero the Fees. Except as otherwise provided in the Order Form, all Fees are billed monthly and due and payable within thirty (30) days of the date of the invoice. Linero reserves the right to modify the Fees payable hereunder upon written notice to Customer at least forty-five (45) days prior to the end of the then-current term. Except as provided in an Order Form, fees are not refundable.

4.2 Payment Processing

From time to time Linero may use certain third parties to provide payment services ("Payment Processors"). By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Linero, and hereby consents and authorizes Linero to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer's transactions hereunder.

4.3 Taxes

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Linero's income), fees, duties, and charges and any related penalties and interest.

4.4 Interest

Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

5. Customer Content and Responsibilities

5.1 License; Ownership

Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Linero to collect, access, use, and otherwise Process the Customer Content to provide the Services. Customer grants Linero a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) with Customer's consent, to use the Customer trademarks, service marks, and logos as required to provide the Services, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content ("Derived Data"). Linero will be the sole owner of all such Derived Data.

5.2 Customer Warranty

Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Linero's system or data; and (e) otherwise violate the rights of a third party. Linero is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense.

5.3 Customer Responsibility for Data and Security

Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order to access the Linero Solution. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

5.4 Customer Responsibility for Operating its Own Business

Customer acknowledges that it, and not Linero, is responsible for operating Customer's own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The Linero Solution is not intended to be used as advice as to whether to engage in any particular transaction.

6. Professional Services

Where the parties have agreed to Linero's provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work ("SOW"). The Order Form or SOW will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW will incorporate the terms and conditions of this Agreement.

7. Data Security; Privacy

7.1 Data Security

During the Term, Linero will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data ("Data Safeguards"). During the Term, Linero will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

7.2 Privacy

Each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, Linero's Privacy Policy, as in effect from time to time.

7.3 Additional Agreements

To the extent that Linero or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

8. Disclaimer

To the maximum extent permitted by applicable law, the Services, Licensed Material and Documentation are provided "as is," without any condition or warranty whatsoever. The entire risk associated with the use of the Services resides with Customer. Linero expressly disclaims all other representations or warranties, whether express, implied, or statutory, including without limitation, any warranties of title, non-infringement, non-interference and/or quiet enjoyment, system integration, merchantability, fitness for a particular purpose and data accuracy. Linero does not warrant that operation of the Linero Solution will be uninterrupted or error-free.

9. Limitation of Liability

9.1 Types of Damages

In no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source, even if a party has been advised of the possibility of such damages.

9.2 Amount of Damages

The maximum liability of either party arising out of or in any way connected to this Agreement will not exceed the Fees paid by Customer to Linero during the twelve (12) months preceding the act, omission or occurrence giving rise to such liability. In no event will Linero's suppliers have any liability arising out of or in any way connected to this Agreement.

9.3 Basis of the Bargain

The parties agree that the limitations of liability set forth in this Section 9 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Linero.

10.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

10.3 Exceptions

The confidentiality obligations set forth in Section 10.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.

11. Indemnification

11.1 By Linero

Linero will defend at its expense any suit brought against Customer, and will pay any settlement Linero makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Linero Solution infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America.

11.2 By Customer

Customer will defend at its expense any suit brought against Linero, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) a use of the Linero Solution not in accordance with this Agreement, (b) Customer's breach or alleged breach of Sections 5.2 or 13.6; or (c) claims for bodily injury or damage to physical property caused by the acts or omissions of Customer, its employees, officers or agents.

11.3 Procedure

The indemnifying party's obligations are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

12. Term and Termination

12.1 Term

This Agreement will begin on the Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Commencement Date set forth in the Order Form and continue for one (1) year, unless earlier terminated. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.

12.2 Termination for Breach

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

12.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) each party will comply with the obligations to return all Confidential Information of the other party; and (c) any amounts owed to Linero under this Agreement will become immediately due and payable.

12.4 Data Extraction

For twenty (20) days after the end of the Term, Linero will make Customer Content available to Customer through the Linero Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless Linero is instructed by Customer to delete such data before that period expires. After such period, Linero will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

13. Miscellaneous

13.1 Governing Law and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Linero arising from or related to this Agreement.

13.2 Export

Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Linero, or any products utilizing such data, in violation of the United States export laws or regulations.

13.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.5 No Assignment

Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.

13.6 Compliance with Law

Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.

13.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts to notify the other party of the cause of such delay and to resume performance as soon as possible.

13.8 Independent Contractors

Customer's relationship to Linero is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Linero.

13.9 Notices

All notices required or permitted under this Agreement must be delivered in writing. If to Linero, by emailing support@linero.ai. If to Customer, by emailing the Customer Point of Contact email address listed on the Cover Page.

13.10 Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Linero.