Terms and Conditions for HAM Partners LLC

Effective Date: October 26, 2024

This Agreement forms a legally binding contract between you (the “Customer”) and HAM Partners LLC (“HAM Partners LLC,” “HAM,” “Provider,” “we,” “our,” or “us”), with its principal place of business at 8 The Green STE A, Dover, 19901.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BUTTON INDICATING ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE THE AUTHORITY TO BIND SUCH ENTITY OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Service

1.1 Access and Use: During the Subscription Period and subject to any applicable Use Limitations, HAM Partners LLC grants the Customer a limited, non-exclusive, non-transferable right to (a) access and use the Cloud Service; and (b) use the Software and Documentation solely as needed to access and use the Cloud Service for its internal business purposes and subject to the terms of this Agreement.

1.2 Support: During the Subscription Period, HAM Partners LLC will provide Technical Support as specified in this Agreement.

1.3 User Accounts: The Customer is responsible for all actions taken under Users’ accounts and for ensuring compliance with this Agreement. The Customer and Users must protect the confidentiality of their passwords and login credentials. The Customer must promptly notify HAM Partners LLC if it suspects or becomes aware of any unauthorized access, compromise, or misuse of accounts, passwords, or credentials.

1.4 Affiliates: Individuals from the Customer’s Affiliates may access the Customer’s account as Users under this Agreement, provided they are authorized by the Customer. The Customer is responsible for its Affiliates' compliance with this Agreement. If a Customer’s Affiliate enters into a separate agreement with HAM Partners LLC, it creates a separate agreement, with HAM Partners LLC having distinct responsibilities to that Affiliate.

1.5 Feedback and Usage Data: The Customer may provide Feedback to HAM Partners LLC, which is given “AS IS.” The Customer grants HAM Partners LLC a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit all Feedback without any restriction or obligation. Additionally, HAM Partners LLC may collect and analyze Usage Data to maintain, improve, and enhance its products and services, provided that such Usage Data is aggregated and does not identify the Customer or Users.

1.6 Customer Content: The Customer grants HAM Partners LLC a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable license to copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content.

1.7 Service Updates: From time to time, HAM Partners LLC may provide upgrades, patches, enhancements, or fixes for the Product without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement. HAM Partners LLC may cease supporting old versions or releases of the Product at its sole discretion, provided it uses commercially reasonable efforts to give the Customer reasonable prior notice of major changes.

2. Restrictions & Obligations

2.1 Restrictions on Customer:
Except as expressly permitted by this Agreement, the Customer will not (and will not allow anyone else to):

• (i) Reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);

• (ii) Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others (other than Users) to access or use the Product;

• (iii) Remove or alter any proprietary notices or labels from the Product (or any portion thereof);

• (iv) Copy, modify, translate, or create derivative works of the Product;

• (v) Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;

• (vi) Access accounts, information, data, or portions of the Product to which the Customer does not have explicit authorization, or bypass any measures HAM Partners LLC may use to prevent or restrict access to the Product;

• (vii) Use the Product to develop a competing service or product;

• (viii) Use the Product with any High Risk Activities or with activity prohibited by Applicable Laws;

• (ix) Use the Product to obtain unauthorized access to anyone else’s networks or equipment;

• (x) Upload, submit, or otherwise make available to the Product any Customer Content to which the Customer and Users do not have the proper rights or which infringes, misappropriates, dilutes, or violates any third-party intellectual property rights or other proprietary rights; or

• (xi) “Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Product, whether through manual or automated means.

3. Suspension

3.1 If the Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others (including creating a material security risk), then HAM Partners LLC may temporarily suspend the Customer’s access to the Product with or without notice. HAM Partners LLC will attempt to inform the Customer before suspending access and will reinstate access only if the Customer resolves the underlying issue.

4. Privacy & Security

4.1 Personal Data: If HAM Partners LLC has provided the Customer with a Data Processing Addendum (the “DPA”), the terms of the DPA are incorporated herein by reference and will control each party’s rights and obligations as to Personal Data, including in the event of any conflict with this Agreement.

4.2 Prohibited Data: The Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized.

4.3 Security: HAM Partners LLC will comply with its Security Policy, which is provided to the Customer in advance and incorporated herein by reference. This includes using commercially reasonable efforts to maintain the security and integrity of the Product and Customer Content. HAM Partners LLC is not responsible for unauthorized access to Customer Content or the unauthorized use of the Product unless such access is due to HAM Partners LLC's gross negligence or willful misconduct.

5. Payment & Taxes

5.1 Fees and Invoices: All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. HAM Partners LLC will send invoices for fees applicable to the Product once per Invoice Period in advance, starting on the Subscription Start Date.

5.2 Payment: The Customer will pay HAM Partners LLC the fees and applicable taxes in each invoice in U.S. Dollars within the Payment Period. Past due invoices are subject to interest on any outstanding balance at the lesser of 1.5% per month or the maximum amount permitted by law.

5.3 Taxes: The Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, as specified in an invoice. The Customer is not responsible for HAM Partners LLC's income taxes.

5.4 Payment Dispute: If the Customer has a good-faith disagreement about the amounts charged on an invoice, the Customer must notify HAM Partners LLC about the dispute during the Payment Period and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period.

6. Term & Termination

6.1 Subscription Period: Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal.

6.2 Agreement Term: This Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended.

6.3 Termination: Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) dissolves or stops conducting business without a successor; (c) makes an assignment for the benefit of creditors; or (d) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.4 Effect of Termination: Termination of this Agreement will automatically terminate all Order Forms. Upon expiration or termination of this Agreement:

• The Customer will no longer have any right to access or use the Product, Technical Support, or Professional Services;

• Upon the Customer’s request, HAM Partners LLC will delete Customer Content within 60 days;

• Each Recipient will return or destroy the Discloser’s Confidential Information in its possession or control;

• HAM Partners LLC will submit a final invoice for all outstanding fees accrued before termination, and the Customer will pay the invoice according to Section 5.

6.5 Survival: The following sections will survive expiration or termination of the Agreement: Section 1.6 (Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Insurance) for the time specified, Section 12 (Confidentiality), Section 13 (Reservation of Rights), Section 14 (General Terms), Section 15 (Definitions), and the portions of an Order Form referenced by these sections.

7. Representations & Warranties

7.1 Mutual: Each party represents and warrants to the other that:

• (a) It has the legal power and authority to enter into this Agreement;

• (b) It is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin;

• (c) It will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and

• (d) It will comply with the additional warranties as set forth in Section 7.2 or Section 7.3, as applicable.

7.2 From Customer: The Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

7.3 From HAM Partners LLC: HAM Partners LLC represents and warrants to the Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.

7.4 Provider Warranty Remedy: If HAM Partners LLC breaches a warranty in Section 7.3, the Customer must give HAM Partners LLC notice (with enough detail for HAM Partners LLC to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, HAM Partners LLC will attempt to restore the general functionality of the Cloud Service or reperform the Professional Services, as applicable. If HAM Partners LLC cannot resolve the issue, the Customer may terminate the affected Order Form, and HAM Partners LLC will pay the Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

8. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE WARRANTIES IN SECTION 7, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRODUCT (INCLUDING ANY BETA VERSIONS) AND CUSTOMER CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PROVIDER AND CUSTOMER DO NOT MAKE ANY, AND EACH HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND CUSTOMER CONTENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

9. LIMITATION OF LIABILITY

9.1 LIABILITY CAPS: EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT BE MORE THAN THE GENERAL CAP AMOUNT AS SET FORTH IN THE ORDER FORM.

9.2 DAMAGES WAIVER: EACH PARTY’S LIABILITY FOR ANY CLAIM OR LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, COSTS OF DELAY, LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE.

9.3 Exceptions: The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any claims relating to a party’s fraud, gross negligence, or willful misconduct in connection with this Agreement, or a party’s indemnification obligations as set forth in Section 10.

10. Indemnification

10.1 Customer agrees to indemnify Developer, each Developer affiliate, and their respective officers, directors, employees and agents, from and against any and all claims, liabilities (including third party claims and liabilities), damages, losses, costs and expenses (including attorneys' fees) arising out of or relating to (i) any breach by Customer of this Agreement or (ii) any information or content passing through the Service or the Developer system to or from Customer or those sending Email from within the domains covered by the Service, including, without limitation, the disclosure of such content or information to Developer.

11. Confidentiality

11.1 Non-Use and Non-Disclosure: Unless otherwise authorized in the Agreement, the Recipient will (a) only use the Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose the Discloser’s Confidential Information to anyone else except as otherwise set forth in Sections 12.3 and 12.4.

11.2 Exclusions: Confidential Information does not include information that (a) was already known without any obligation of confidentiality before disclosure by the Discloser; (b) becomes publicly known and generally available through no fault of the Recipient; (c) is received from someone else who is authorized to make the disclosure; or (d) is independently developed without use of or reference to the Discloser’s Confidential Information.

11.3 Required Disclosures: Recipient may disclose the Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, the Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

11.4 Permitted Disclosures: The Recipient may disclose the Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know the Confidential Information, provided that each is bound by confidentiality obligations as protective as those in this Section 12, and the Recipient remains responsible for compliance.

12. Reservation of Rights

12.1 Ownership of Rights: Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), HAM Partners LLC retains all rights to the Product and any other intellectual property created, used, or provided by HAM Partners LLC in connection with this Agreement. Customer retains all rights to Customer Content.

13. General Terms

13.1 Entire Agreement: This Agreement is the sole agreement between the parties about its subject matter and supersedes all prior or contemporaneous statements, whether in writing or not, about its subject.

13.2 Modifications, Severability, and Waiver: Any modification to this Agreement must be in writing and signed by both parties. If any term is deemed invalid, the remaining terms remain in full force. Failure to enforce any term will not constitute a waiver.

13.3 Governing Law: The governing law of this Agreement is Delaware law, without regard to its conflict of law principles.

13.4 Assignment: Neither party may assign rights or obligations under this Agreement without prior written consent, except in cases of a merger, reorganization, or sale of all or substantially all assets related to this Agreement.

14. Definitions

• Affiliate: An entity that, directly or indirectly, controls, is under control of, or is under common control with a party.

• Agreement: These standard terms, together with any order forms between HAM Partners LLC and Customer.

• Applicable Data Protection Laws: The laws governing how the Cloud Service processes or uses an individual’s personal information.

• Applicable Laws: Laws, rules, regulations, and binding requirements applicable to the Provider or Customer under this Agreement.

• Cloud Service: The product described in this Agreement.

• Confidential Information: Information identified as confidential, proprietary, or reasonably understood as confidential.

• Covered Claim: Claims arising from indemnifiable events under this Agreement.

• Customer Content: Data, information, or materials submitted by or on behalf of the Customer or Users to the Product, excluding Feedback and Usage Data.

• Data Processing Addendum: An addendum governing the processing of personal data under this Agreement.

• Documentation: Usage manuals and instructional materials for the Cloud Service or Software.

• Feedback: Suggestions, comments, or feedback related to the Product.

• Force Majeure Event: Unforeseen events outside a party's reasonable control, such as natural disasters, cyberattacks, or government actions.

• High Risk Activity: Activities where the use or failure of the Product could lead to death, injury, or environmental damage.

• Indemnifying Party: A party responsible for providing protection for a Covered Claim.

• Personal Data: Data defined under Applicable Data Protection Laws.

• Prohibited Data: Sensitive data categories that the Customer is restricted from submitting to the Product.

• Recipient: A party receiving Confidential Information.

• Software: Client-side software or applications provided by HAM Partners LLC for use with the Product.

• Subscription Period: The period starting from the Subscription Start Date and continuing until either party provides notice of non-renewal in accordance with the terms of this Agreement.

• Usage Data: Information collected about the provision, use, and performance of the Product.

• User: An individual using the Product on behalf of the Customer.