TERMS OF USE

This is a contract between you and Luzid. You must read and agree to these Terms before using the Platform. If you do not agree, you may not use the Platform. You may use the Platform only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, staté, national, and international laws, rules, and regulations ("Applicable Law"). Without limiting the generality of the foregoing, any access to, or use of, the Platform by anyone who is a minor (which is under the age of 18 in most jurisdictions) in any applicable jurisdiction is strictly prohibited and in violation of these Terms.

"Customer" or "you" is either you, if you are an individual entering into the Agreement on your own behalf, or the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up for a plan using your corporate email domain or are otherwise entering into a plan on behalf of a business entity or other organization, the business entity or other organization on whose behalf you signed up is the Customer. By signing up on behalf of your business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement.

Individuals authorized by Customer to access the Platform (each an "Authorized User") or Customer may provide content that consists of images, comments, questions, information, documents, spreadsheets, and any other content submitted, posted, or otherwise made available by Customer and/or its Authorized Users through the Platform ("Customer Content"), and Customer will have the sole right and responsibility for managing your use of it. Customer will be solely responsible for all of the acts and omissions of its Authorized Users in relation to the Platform and the Agreement.

Customer will (i) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Platform and of any settings that may impact the processing of Customer Content; and (ii) obtain all rights, permissions or consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Platform.

(a) Your User Account.

Your account on the Platform (your "User Account") gives you access to certain platform and functionalities that we may, in our sole discretion, estáblish and maintain as part of the Platform from time to time. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your User Account, nor do you possess any rights to data stored by or on behalf of Luzid on the servers running the Platform. We may maintain different types of User Accounts for different types of Users.

(b) Connecting Via Third-Party Platform.

By connecting to the Platform via a third-party, you give us permission to access and use your information from that third-party, as permitted by their product and to store your log-in credentials and/or access tokens for that product.

(c) Account Security.

You may never use another User's User Account without such User's permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to daté. You are solely responsible for the activity that occurs on your User Account, you will keep your User Account password(s) and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with anyone else. We encourage you to use "strong" passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your User Account. Any Authorized User with administrator-level access to Customer's User Account can modify your User Account settings, access, and billing information. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your User Account and/or any changes to your User Account, including, without limitation, changes made by any Authorized User with administrator-level access to your User Account. You will notify us immediately of any breach of security or unauthorized use of your User Account.

(d) Account Settings.

You may control certain aspects of your User Account and any associated User profile, and of the way you interact with the Platform, by changing the settings in your settings page. By providing us with your email address, you consent to our using that email address to send you Platform-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use that email address to send you other messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Platform and special offers (collectively, "Marketing Emails"). If you do not want to receive Marketing Emails, you may opt out of receiving them or change your preferences by contacting the Platform support team at notices@luzid.com or by clicking on the "unsubscribe" link within a Marketing Email. Opting out will not prevent you from receiving Platform-related notices.

You may de-activaté your User Account at any time. We may, with or without prior notice, change the Platform, stop providing the Platform or features of the Platform to you or to Users generally, or create usage limits for the Platform. We may, with or without prior notice, permanently terminate or temporarily suspend your access to your User Account and/or the Platform without liability, with or without cause, and for any or no reason, including if, in our sole determination, you violaté any provision of these Terms. Upon their termination for any reason or no reason, you continue to be bound by these Terms.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, INCLUDING SHARING OF INFORMATION, WITH OTHER USERS. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM YOUR INTERACTIONS WITH OTHER USERS, AND FOR ANY USER'S ACTION OR INACTION, INCLUDING RELATING TO USER CONTENT (AS DEFINED BELOW).

Occasionally, we look for beta testers to help us test our new features. These features will be identified as "beta" or "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products are made available on an "as is," and "as available" basis and, to the extent permitted under Applicable Law, without any warranties or contractual commitments we make for other Platform.

Customer and its Authorized Users may choose to, or we may invite them to, submit comments or ideas about the Platform, including without limitation about how to improve the Platform or our products ("Feedback"). By submitting any Feedback, Customer agrees that its disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and Customer hereby assigns all right, title, and interest in and to the Feedback without any additional compensation by us, whether to Customer, the Authorized User, or anyone else, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of the submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our personnel, or obtained from sources other than Customer or its Authorized Users.

3.1. Our License to Customer

(a) Ownership of the Platform, Documentation, and Luzid Data

Commencing on the applicable daté that you begin using the Platform or the start daté set forth in your Order Form and continuing for the remainder of the applicable term of this Agreement, Luzid will make the Platform available in accordance with the Documentation (as defined below), if any. We own and will continue to own our Platform and Documentation including all related intellectual property and other proprietary rights related thereto. Further, Customer acknowledges and agrees that we may collect data relating to Customer's and its Authorized Users' usage of the Platform, including but not limited to user activity, device information, performance data, transactional data, geolocation data, log file data, usage statistics and other information related to Customer's and its Authorized Users' use of the Platform ("Usage Data") and collect, analyze, and use data derived from Customer Content that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person ("Derivative Data" and, collectively with Usage Data, "Luzid Data"). All Luzid Data will be owned solely and exclusively by us and, for purposes of clarity, you agree that we may use the Luzid Data in perpetuity for any purpose permitted by Applicable Law.

We may, from time to time, make available certain third-party products and platform, including but not limited to open source software ("Third-Party Products") for use in connection with the Platform. Such Third-Party Products may be made available under separate or additional terms and conditions, including but not limited to open source licenses, which we will make available to you as necessary.

(b) Licenses to the Platform and Documentation

During the Term (as defined below), we grant the Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use the Platform, in accordance with the Agreement, for the Customer's own internal business purposes.

To the extent that we may make downloadable software components available, via app stores or other channels, as part of the Platform, during the Term, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Platform. Minor updates, bug fixes, and the like to such downloadable software components will be included under this license for the duration of the Term.

From time to time we may make available product documentation for the Platform (the "Documentation") via a method of our choosing (e.g., via the Platform). During the Term, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Documentation to support Customer's and its Authorized Users' use of the Platform.

All rights and licenses granted herein are subject to you and your Authorized Users' full compliance with all of the terms and conditions of the Agreement. All rights in the Platform and Documentation not expressly granted herein are expressly reserved by us.

3.2. Customer's Licenses to Us

(a) Ownership of Customer Content

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Content.

(b) License to Customer Content

Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized Users) represents and warrants that it has all rights necessary to grant (including any necessary consents and authorizations from individual persons identified in the Customer Content and licenses from third-parties whose content is included in the Customer Content), to us a royalty-free, transferable (in accordance with Section 12.9), worldwide, non-exclusive, license during the Term (defined below) to access, use, host, store, reproduce, modify, publish, list information regarding, translate, process, copy, distribute, perform, export, display, and make derivative works of all Customer Content, and the names, voice, and/or likeness contained in the Customer Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, (i) to provide, enhance, develop, maintain and offer the Platform to Customer; (ii) to prevent or address service, security, support or technical issues for Customer; (iii) as required by law; and (iv) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Content from its Authorized Users or any third parties as may be necessary to grant this license.

Customer agrees that we may collect, analyze, use and disclose, during or after the Term, data related to Customer's use of the platform (i.e., usage data), which is anonymized and/or aggregated in a manner, that makes the identification of Customer or any Authorized User or third party impossible, in order to operaté, analyze, and improve the Platform.

To the extent permitted under Applicable Law, we take no responsibility and assume no liability for any Customer Content that Customer or any Authorized User or third-party submits, posts, or otherwise makes available through the Platform. As between Customer and us, Customer shall be fully responsible for the Customer Content and the consequences of submitting, posting, or otherwise making it available via the Platform, and Customer acknowledges and agrees that we are acting only as a passive conduit for Customer's and its Authorized Users' online distribution of such Customer Content.

3.3. Responsibilities for Customer Content

We are not responsible for the content of any Customer Content or the way Customer or its Authorized Users choose to use the Platform to store or process any Customer Content. Customer represents and agrees that Customer is solely responsible for (i) providing notices and obtaining consents as legally required from its Authorized Users for the collection, use, processing and transfer of Customer Content in connection with the Platform; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including but not limited to all applicable international, federal, staté, provincial and local laws, rules, and regulations relating to data privacy and security. Unless otherwise agreed to in writing, Customer may not submit any Customer Content that includes a social security number, passport number, driver's license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA), or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws. We do not make any representations as to the adequacy of the Platform to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

3.4. Use of the Platform

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by Customer's removal of certain Customer Content, we will, in most cases, ask Customer to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action, when we deem it reasonably appropriate if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Platform, Authorized Users, or any third parties.

3.5. Acceptable Use

(a) Technical Restrictions

You agree not to engage in any of the following prohibited activities: (i) disassembling, reverse engineering, decoding, or decompiling any part of the Platform; (ii) copying, distributing, or disclosing any part of the Platform in any medium, including without limitation by any automated or non-automated "scraping"; (iii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Platform in a manner that sends more request messages to the servers hosting the Platform than a human can reasonably produce in the same period of time by using a conventional online web browser; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms, or other software agents through the Platform; (viii) collecting or harvesting any personally identifiable information, including account names, from the Platform; (ix) using the Platform for any commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xi) interfering with the proper working of the Platform; (xii) using or displaying the Platform in competition with us, to develop competing products or platform, for benchmarking or competitive analysis of the Platform, or otherwise to our detriment or disadvantage; (xiii) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; (xiv) identify or refer to us or to the Platform in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent; or (xv) bypassing the measures we may use to prevent or restrict access to the Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein.

(b) Customer Content Restrictions

You are solely responsible for the content of any Customer Content you submit through the Platform. You agree not to submit any Customer Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threaténing, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; or (ix) to the extent applicable, violatés any school or other applicable policy, including those related to cheating or ethics.

You agree that any Customer Content that you submit does not and will not violaté third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. To the extent legally permissible, we reserve the right, but are not obligatéd, to reject and/or remove any Customer Content that we believe, in our sole discretion, violatés any of these provisions. You understand that publishing your Customer Content on the Platform is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.

3.6. Output

Subject to your compliance with these Terms, as between us and you, you own the output you create through your use of the Platform ("Output"). Customer grants us a royalty-free, sublicensable, transferable, perpetual, irrevocable, worldwide, non-exclusive, license to access, use, host, store, reproduce, modify, publish, list information regarding, translate, process, copy, distribute, perform, export, display, and make derivative works of all Output for our business purposes, including improvement of our products and platform. Further, you represent and warrant that (i) you will not represent that Output was human-generated or use the Output to train your own machine learning models and (ii) you will only use the Output in accordance with Applicable Law.

DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU UNDERSTAND AND AGREE THAT THE OUTPUT MAY CONTAIN "HALLUCINATIONS" AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR YOUR USE THEREOF.

4.1. Billing Policies; Taxes.

While aspects of the Platform may be provided for free, certain other aspects of the Platform and/or products available via the Platform may be provided for a fee or other charge ("Fee"). By electing to use non-free aspects of the Platform, including enrolling in a plan via execution of a Order Form, you agree to the pricing and payment terms applicable to you and as described in the applicable page of your User Account (the "Pricing and Payment Terms") or otherwise in the Order Form as applicable. We may add new products and/or platform for additional License Fees, add or amend License Fees for existing products and/or platform, and/or discontinue offering certain aspects of the Platform at any time, in our sole discretion; provided, however, that if we have agreed to a specific Subscription Term (as defined below) and a corresponding Fee, then that will remain in force for that Fee during that Subscription Term unless otherwise provided in the Order Form as applicable. Except as may be expressly stated in these Terms or in the Order Form, all License Fees must be paid in advance, payment obligations are non-cancelable once incurred (subject to any cancellation rights set forth in these Terms), and License Fees paid are non-refundable. License Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, and withholding taxes, assessable by any jurisdiction (collectively, but, for clarity, excluding taxes based on our net income, "Taxes"). You will be responsible for paying all Taxes associated with your purchases in connection with the Platform.

4.2. Your Payment Method

(a) General.

To use non-free aspects of the Platform, you must provide us with at least one (1) current, valid payment card that is accepted by us and the third party payment processor we use, as indicated via our Platform during payment, which we engage to process payments Customers make in connection with the Platform ("Payment Processor") (each such card, a "Payment Method"). By providing a Payment Method, you authorize each of Luzidos and Payment Processor to charge that Payment Method the applicable License Fees and Taxes, including, if applicable, on a recurring basis until you cancel your plan hereunder or under the applicable Order Form. License Fees and Taxes will be charged to your Payment Method on the specific payment daté indicated in your User Account. In some cases, your payment daté may change, for example, if your Payment Method has not successfully settled, if you changed your plan, or if the Term of the Order Form began on a daté not contained in a subsequent term. The length of your billing cycle will depend on the terms specified in the Order Form. License Fees are fully earned upon payment. We may authorize your Payment Method in anticipation of Platform-related charges through various methods, including authorizing it up to one (1) month of Platform use as soon as you register for the Platform.

(b) Third-Party Payment Processor.

We or Payment Processor will attempt to verify your Payment Method(s), and may do so by processing an authorization hold, which is standard practice. To the extent Payment Processor processes payments made by you, you will be subject to terms and conditions governing the use of Payment Processor's service. Please review such terms and conditions as well as Payment Processor's privacy notice (each of which is available on Payment Processor's website). You acknowledge and understand that Payment Processor may collect and retain third-party License Fees whenever you pay License Fees. Payment must be received by Payment Processor before our acceptance of an order. We do not view or store your full credit card or other Payment Method information. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. If any of your account, order, or Payment Method information changes, you will promptly update such information, so that we or Payment Processor may complete your transaction(s) and/or contact you, as needed.

(c) Payment Representations and Warranties.

You represent and warrant that: (i) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the Payment Method(s); (iii) you will pay any and all charges incurred by users of your Payment Method in connection with the Platform, including any applicable License Fees (at the prices in effect when such charges are incurred) and Taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will not allow or enable anyone else to use your User Account (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your plan or User Account to anyone else); and (vi) you will report to us any unauthorized or prohibited access to or use of your User Account and/or password(s) or other authentication credentials.

(d) Disclaimer.

WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (III) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

4.3. Subscription Plans

(a) Automatic Renewals.

Subscriptions are available on an automatically renewing subscription basis and entail payment of license fees on a recurring basis in accordance with your subscription via the Platform (the "Subscription Fee"). YOUR SUBSCRIPTION WILL AUTOMATICALLY BE CHARGED ON A RECURRING BASIS (AS SET FORTH IN YOUR USER ACCOUNT), BASED ON THE PAYMENT AND PRICING TERMS (EACH SUCH RECURRING PERIOD, A "SUBSCRIPTION TERM") UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4.3(C) (CANCELLATION; REFUNDS).

(b) Automatic Billing and Policies.

When you enroll in a subscription, you expressly acknowledge and agree that: (i) each of Luzidos and Payment Processor is authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable subscription, any applicable Taxes, and any other charges you may incur in connection with such subscription, subject to adjustment in accordance with these Terms; and (ii) your subscription is continuous until the earlier of: (A) your cancellation of such subscription (including any notice period specified in Section 4.3(c) (Cancellation; Refunds)) and (B) the suspension, discontinuation, or termination of your access to such subscription or to the Platform in accordance with these Terms. You understand and acknowledge that the amounts billed may vary due to changes to the Subscription Fee in accordance with the Pricing and Payment Terms, and/or changes in applicable Taxes, and you authorize each of Luzidos and Payment Processor to charge your Payment Method the changed amounts.

(c) Cancellation; Refunds.

You may de-activaté your User Account or any subscription at any time, in your sole discretion, by contacting us at cancellation@luzid.io and we may, subject to Section 4.1 (Billing Policies; Taxes), suspend or terminate your subscription, your User Account, or the Platform at any time, in our sole discretion. HOWEVER, YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, (I) YOU WILL CONTINUE TO BE AUTOMATICALLY CHARGED FOR USE OF THE PLATFORM WHICH EXCEEDS THE THRESHOLD SET FORTH VIA THE PLATFORM USE AND YOU AUTHORIZE EACH OF LUZIDOS AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, AND (II) YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY LICENSE OR SUBSCRIPTION FEES IN RESPECT OF THE PLATFORM USE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION. If you believe you have been improperly charged and would like to request a refund, please contact us at cancellation@luzid.io.

4.4. Free Trials.

We may, at our sole option and in our sole discretion, offer free trials to a particular portion of the Platform, subject to the terms of the offer. If you are signed up to such a free trial, we or Payment Processor will automatically bill your Payment Method on the day that follows the last day of your free trial, and on the first day of each subsequent Term, subject to these Terms. You may not receive a notice that your free trial has ended and that payment for your plan is due and will be collected. If you wish to avoid charges to your Payment Method, you must cancel your free trial by 11:59 PM Pacific Time on the last day of your free trial period. If you cancel your free trial while it is ongoing, your access to the applicable portion of the Platform may be terminated immediately upon such cancellation.

4.5 Tax Treatment.

The parties expressly agree that this Agreement is a software license agreement for the use of Luzid's proprietary Platform and related intellectual property. Any hosting, maintenance, or support furnished by Luzid is ancillary to this license. The License Fees or Royalties payable hereunder constitute remuneration for the license of software intellectual property and shall not be deemed consideration for the provision of technical services or transfer of technology for purposes of Brazilian tax legislation.

For clarity, the parties intend that the Platform be treatéd as licensed intellectual property and not as a taxable digital or electronic service under any jurisdiction's indirect tax rules, to the extent permitted by applicable law.

5.1. Agreement Term

As further described below, a paid subscription has a Subscription Term that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates (the "Term"). Termination of the Agreement will terminate all subscriptions. Unless otherwise set forth on Customer's Order Form (a) all subscriptions automatically renew for additional periods equal to one (1) year for annual subscriptions, and one (1) month for month-to-month subscriptions, or the preceding Subscription Term, whichever is indicated in your User Account; and (b) the pricing during any automatic renewal Subscription Term will be the same as the previous Subscription Term.

5.2. Termination for Cause

We or Customer may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of the Agreement caused by its Authorized Users. We may terminate the Agreement immediately on notice to Customer if we reasonably believe that the Platform are being used by Customer or its Authorized Users in violation of Applicable Law.

5.3. Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid license fees covering the remainder of the Term after the effective daté of termination. Upon any termination for cause by us, Customer will pay any unpaid license fees covering the remainder of the Term after the effective daté of termination. In no event will any termination relieve Customer of the obligation to pay any license fees payable to us for the period prior to the effective daté of termination.

6.1. Privacy.

We care about your privacy. By using the Platform, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be transferred to, and/or processed in, the United Statés.

6.2. Security.

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Agreement. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE PLATFORM'S USE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE SECTION 4 ABOVE.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Platform.

The limitations under this Section 8 apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 8 allocaté the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Platform.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER AND AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer agrees to defend, indemnify and hold harmless us and our affiliatés, licensors, and suppliers, and our and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's license fees) arising from: (i) Customer's and any Authorized User's use of and access to the Platform or Output, including any Customer Content or other content transmitted or received by Customer or any Authorized User; (ii) your violation of any term of the Agreement, including without limitation any breach of Customer's representations and warranties above; (iii) Customer's or any Authorized User's violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) Customer's or any Authorized User's violation of any Applicable Law, rule or regulation; (v) Customer Content or any content that is submitted via Customer's or any Authorized User's account, including without limitation misleading, false, or inaccurate information; (vi) Customer's or any Authorized User's gross negligence, fraud, or willful misconduct; or (vii) any other party's access and use of the Platform with Customer's or any Authorized User's unique username, password or other appropriate security code (provided that such access and use was not our fault).

The Platform may include non-public, proprietary, or confidential information of Luzidos and/or of other Users ("Confidential Information"). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. Customer will and will ensure that its Authorized Users will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under the Agreement; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

11.1. Governing Law.

You agree that: (a) the Platform will be deemed solely based in the Staté of Delaware; and (b) the Platform will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the Staté of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstaté commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration provision below and preempts all staté laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relatés to the Arbitration provision, then that issue will be resolved under and governed by the law of the U.S. staté where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.2. Arbitration

Read this Section carefully because it requires the parties to arbitraté their disputes and limits the manner in which you may seek relief from us. For any dispute with us, you agree to first contact us at disputes@luzid.io and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Sussex County, Delaware unless we agree otherwise. If you are using the Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator license fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' license fees and reasonable costs for expert and other witnesses. If you are an individual using the Platform for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's license fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threaténed infringement, misapprópriation, or violation of our data security, intellectual property rights or other proprietary rights.

11.3. Venue; Waiver of Jury Trial;

The staté and federal courts locatéd in Sussex County, Delaware will have exclusive jurisdiction to adjudicaté any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

12.1. Publicity

You may not publicly use our company name, logo, or other trademarks for any purpose without the our prior written consent. However, we may identify you as a Customer in our promotional materials. We will promptly stop doing so upon receipt of your request sent to contact@luzid.io.

12.2. Third Party Products, Links, and Information

THE PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, "THIRD-PARTY SERVICES") THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITIES OF THE PLATFORM MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. IF YOU USE A THIRD-PARTY SERVICE IN CONNECTION WITH THE PLATFORM, YOU ARE SUBJECT TO AND AGREE TO, AND MUST COMPLY WITH, THE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE PLATFORM OR SHARE YOUR USER CONTENT OR OUTPUT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE PLATFORM, INCLUDING AS RELATES TO PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

12.3. Force Majeure

Aside from payment obligations hereunder, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

12.4. Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any Applicable Law.

12.5. Email Commúnications

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Platform. Notices to us must be sent to notices@luzid.io. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform.

12.6. Modifications

We may change these Terms and the other components of the Agreement in accordance with this Section. If we make a material change to the Agreement, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer's account or by messaging Customer through the Platform. Customer can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the daté set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Platform after the effective daté, that use will constitute Customer's acceptance of any revised terms and conditions.

12.7. Waivers

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

12.8. Severability

The Agreement will be enforced to the fullest extent permitted under Applicable Law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

12.9. Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign the Agreement in its entirety, without consent of Customer, to a corporate affiliaté or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10. Entire Agreement

The Agreement, including these Terms and all referenced pages constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (a) the Order Form (if applicable); (b) these Terms; and (c) any other documents or pages referenced in these Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

12.11. Survival

Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement shall so survive, including but not limited to Sections 2.4, 2.5, 3.1(a), 3.2(a), 3.6, 5.3, and 6 through 12.

12.12. Contacting Us

Please also feel free to contact us if you have any questions about the Terms or any other part of the Agreement. You may contact us at contact@luzid.io.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Platform of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.