Memora Terms of Use

These terms of use are entered into by and between you, the customer (the "Customer," "You," or "Your") and Cygnet Technology Inc. ("Cygnet," "We," "Our," or "Us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use" or "TOU"), govern Your access to and use of the Memora services, whether "Memora" (a full version of the platform), "Memora Lite", both of which are offered at memora.systems, or other variation thereof ("Memora Services"). Collectively, We and Customer are the "Parties".

Please read these terms carefully. By using Memora Services, You accept and agree to be bound and abide by these TOU and Memora's Privacy Policy, found at https://www.memora.systems/privacy-policy, incorporated herein by reference. If You do not agree to these TOU and the Privacy Policy, You must not access or use Memora Services.

1. CHANGES TO THE TERMS OF USE

We may revise and update these terms and any Subscription Agreement or order form You sign from time to time and in Our sole discretion. All changes are effective immediately when We post them and apply to all access and use of Memora Services thereafter. Your continued use of Memora Services following the posting of revised TOU means that You accept and agree to be bound by the changes.

2. MEMORA LICENSE AND RIGHT TO USE

2.1 License Grant

Subject to these TOU and the applicable Subscription Agreement or online click-through registration order or other form or (the TOU, Subscription Agreement and/or any forms together, the "Agreement"), to the extent We provide You any code, we hereby grant You, and You hereby accept, a worldwide, non-exclusive, non-transferable, non-sublicensable, license to download Memora's DAR files and Memora or Memora Lite documentation and to use Memora Services solely in accordance with the restrictions set forth in this Section 2 of these TOU. We reserve the right in our sole discretion to require that a specific use case be designated by You and confirmed or approved by Us on a Form, or as otherwise agreed in writing by the Parties (the "Use Case"). This license is revocable upon any breach of these TOU, Subscription Agreement, Form, or applicable law, and all rights not expressly granted herein are reserved by Us.

2.2 Access Rights

(a) Customer may extend use of and access to our services to its affiliates, as long as (a) each affiliate agrees to be bound by these TOU, and (b) Customer is authorized to bind those affiliates to the TOU.

(b) Customer (and its affiliates) may also allow subcontractors, consultants, and third-party developers ("Authorized Contractors") to access Memora Services, but only (a) as needed to develop, maintain, or operate the Customer's or affiliate's products or services, and (b) to the extent such Authorized Contractors are bound by written agreements to comply with these TOU.

(c) Customer shall be fully responsible to Us and our vendors and licensors for full compliance with these TOU by persons for whom access rights have been granted hereunder.

2.3 License and Use Restrictions for Memora

Without limitation, Customer shall not, directly or indirectly (a) use or copy Memora code or use Memora outside the scope of the rights granted in Sections 2.1 and 2.2 or permit access to the Memora Service other than as expressly provided herein or on the Form; (b) modify, translate, copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Memora code, or remove, obscure, or alter any copyright, trademark, or other proprietary notices of Ours; (c) except as expressly permitted by this Agreement, sell, rent, lease, distribute, sublicense, or otherwise transfer Memora code or any portion thereof; (d) use Memora code to create or offer a competing product or service; (e) use Memora code in violation of any applicable law, regulation, or third-party rights (including data protection, privacy, and export laws); or (f) interfere with or disrupt the integrity, security, or performance of Memora code or related systems.

2.4 Non-Exclusive License; Retained Rights for Product

All rights not expressly granted to Customer herein are retained by Us and/or, as applicable, our vendors or licensors. Customer has no ownership rights in Memora code or the services offered thereunder. Memora code is licensed not sold. We own all rights, title, and interest (including all intellectual property rights) in Memora code and the Memora Services, all components thereof, and any documentation. To the extent Customer obtains any right, title, or interest in or to any of the foregoing, Customer agrees to and hereby does assign to Us all of such right, title, and interest (including all intellectual property rights therein. We expressly retain all rights to market, license, host and publicly release Memora code without the participation or any rights of the Customer therein.

2.5 Customer Data and Customer Applications

Notwithstanding the provisions of Section 2.4 above, We acknowledge and agree that, as between Customer and Us, all data created or transmitted by Customer or its end users using Memora Services ("Customer Data") means any application developed by Customer ("Customer Application"). Customer Applications are solely owned by Customer, and We shall have no right to access or use any of such Customer Data or Customer Applications for any purpose. Customer is solely responsible for the development, operation, maintenance, and support of the Customer Application, including, without limitation, all obligations and liabilities relating to Customer's end users, Customer Data, and Customer Applications.

2.6 Marketing Rights

You grant Us the right to use the Customer's name, logo, and publicly available descriptions of the Customer's business for marketing, promotional, and publicity purposes, including on Our website, in press releases, and in other communications.

3. SUPPORT AND FUTURE FUNCTIONALITY

3.1 Software Support

Except for Memora Lite, for which we will only provide documentation, We shall provide Customer with general support for Memora between the hours of 9:00 a.m. and 5:00 p.m. Central Standard Time, Monday through Friday, excluding U.S. federal holidays. For the avoidance of doubt, such support shall not include support for any Customer Applications.

In the event of a critical outage (defined as a complete loss of access to Memora Services or a material degradation of functionality that significantly impacts Customer's use), We shall make commercially reasonable efforts to (a) provide extended support hours beyond the standard support window until the issue is resolved or a workaround is implemented; (b) prioritize the issue as a high-level of support escalation; (c) provide regular status updates to the Customer until resolution or workaround; and (d) assign dedicated technical resources to work continuously on the issue until service is restored to normal operation.

3.2 Future Functionality, Updates, and Beta Services

Customer agrees that its license and use of Memora products and Memora Services is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by Us regarding future functionality or content. We may make changes to Memora products and Memora Services over time for any reason, without limitation. Customer acknowledges that any changes to the content or format of Memora products and Memora Services may require Customer to obtain and use the most recent version of Memora products and that Customer is required to make any changes that are required for integration because of such changes at Customer's sole cost and expense.

4. FEES AND REWARDS

4.1 Fees/Canton Rewards

Memora Services will be provided to Customer at a subscription fee and/or other fee(s) reflected in the applicable Subscription Agreement agreed to or as otherwise agreed by the Parties. However, certain features or services offered through Memora Services may be subject to separate terms, which will be presented to Customer for acceptance prior to Customer's use of those features, subject to any applicable terms and conditions governing such rewards.

Customer may be eligible to receive from Us a share of Canton Coin Rewards ("Rewards") awarded to Us for using Memora Services ("Customer Reward Share"). Customer may share its Customer Rewards with its end users as Customer shall determine. We do not control the availability, amount, or timing of Rewards awarded to Us. Rewards are not guaranteed and may vary or be discontinued at any time with or without notice. Customer expressly acknowledges and agrees that We will receive Rewards in connection with Customer's use of Memora Services. The amount or number of Rewards may change from time to time.

4.2 No Guarantee or Endorsement

The availability or receipt of Rewards does not constitute an endorsement by Us, nor does it imply any representation or warranty regarding the value, usability, or redemption of such Rewards. Customer acknowledges that Rewards are offered subject to third-party terms and conditions that We do not control.

4.3 Taxes

We have no responsibility to withhold or remit any income or other taxes associated with the Rewards. Customer shall be solely responsible for determining, reporting, and remitting all applicable taxes related to any Rewards received under these TOU or Forms.

5. REPRESENTATIONS, WARRANTIES COVENANTS AND DISCLAIMERS

5.1 Customer Representations

You represent that (i) You are of a legal age sufficient to agree to these TOU in accordance with applicable law, (ii) You have read, understand, and agree to be bound by these TOU, (iii) if You are an entity, the individual agreeing to these TOU on Your behalf has the authority to legally bind You and that these TOU are enforceable against You, subject to applicable law, and (iv) You have all rights, permissions, and authorizations necessary to operate your business. If You are an entity, any reference to You or Customer also includes Your employees and Your authorized users of Memora Services, all of whom are subject to the terms and conditions of these TOU.

5.2 Mutual Representations and Warranties

Each Party hereby represents and warrants to the other Party that: (a) such Party is duly organized and validly existing under the laws of its jurisdiction of incorporation or organization and in good standing and duly qualified and licensed in each jurisdiction as necessary or applicable for the performance of its obligations as set forth in these TOU; (b) such Party is duly qualified to do business in its jurisdiction of organization and has obtained all necessary licenses and approvals from governmental authorities in each jurisdiction that requires such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under these TOU; (c) the use of Memora and performance of obligations under these TOU do not conflict with, violate, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material agreement, or other instrument to which such Party is bound; and (d) such Party is in compliance with, and has policies and procedures in place designed to ensure its continued compliance during provision of/use of Memora, and will comply with all applicable laws and regulations, including (i) all applicable anti-money laundering-related laws; (ii) all sanctions programs established under any applicable law imposing economic sanctions against a foreign country or person; (iii) the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) and/or any other applicable anti-bribery-related or anti-corruption-related law; and (iv) all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority. Customer further covenants that it shall not export or re-export, or allow the export or re-export of any product, technology, or information it obtains or learns pursuant to these TOU in violation of any such laws, restrictions, or regulations and acknowledges that it has the responsibility to obtain and maintain all governmental approvals, consents, licenses, authorizations, declarations, filings, and registrations as may be necessary or advisable for compliance with these TOU.

5.3 Disclaimers

6. LIMITATION OF LIABILITY

6.1 Disclaimer

NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY RELATING TO THESE TOU, INCLUDING FROM DEFECTS IN OR USE OF A PRODUCT, AND UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT), EVEN IF SUCH PARTY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall We, our affiliates, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) Your use of or inability to use Memora Services; (b) third-party conduct or content relating to or using in connection with Memora Services; or (c) unauthorized access, use, or alteration of Your Customer Data. If specific jurisdictional limitations exist, Our liability will be fully limited as permitted by applicable law.

6.3 Limitation of Actual Damages

NOTWITHSTANDING ANYTHING IN THESE TOU TO THE CONTRARY, NEITHER PARTY'S CUMULATIVE LIABILITY TO THE OTHER PARTY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TOU, INCLUDING ANY LICENSE OF OR PROVISION OF ACCESS TO A PRODUCT, AND THE USE, PERFORMANCE OR DISPOSITION OF ANY PRODUCT, SHALL EXCEED IN THE AGGREGATE ALL AMOUNTS PAID (OR PAYABLE) BY CUSTOMER TO US DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. THIS SECTION 6.3 DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4.

6.4 Exclusions

THE LIMITATIONS IN SECTIONS 6.2 AND 6.3 SHALL NOT APPLY (A) TO CLAIMS ARISING FROM ANY BREACH OF SECTION 7; (C) TO CLAIMS ARISING FROM ANY BREACH BY CUSTOMER OF SECTION 2.3; (D) WITH RESPECT TO A PARTY, CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; OR (E) TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. CONFIDENTIAL INFORMATION

Each Party may receive certain non-public information from the other ("Confidential Information"). Confidential Information does not include information that is publicly available, already known, independently developed, or lawfully obtained without restriction. Each Party agrees to use the other's Confidential Information only as needed to perform under these TOU and not to disclose it except to personnel or advisors under reasonable confidentiality obligations. Upon termination, Confidential Information will be returned or destroyed at the disclosing party's request.

8. TERMINATION

8.1 Either Party may terminate this Agreement for convenience upon five (5) days' prior written notice to the other Party of its intent to terminate. Such termination shall be effective five (5) days from the date of written notice and all licenses granted hereunder shall cease at such time.

8.2. Either Party may terminate this Agreement if it becomes impossible to perform hereunder or if a law, decree or regulation enacted or adopted by any governmental authority makes it illegal to perform hereunder; provided, however, that such termination (and the waiver of any payment obligations hereunder) shall not take effect until the day prior to the effective date of such law, decree or regulation.

8.3. Either Party may terminate this Agreement for material breach, provided that the Party alleging a material breach must first issue written notice to the breaching party containing a description of the breach and allow the allegedly breaching Party to cure that breach within five (5) days of such notice. Termination for material breach by Customer shall not relieve Customer of its payment obligations.

8.4. Upon termination, for any reason, any licenses and rights granted by Us under this Agreement shall be immediately revoked. Termination for any reason will not alter or affect the terminating Party's right to exercise any other remedies at law or under this Agreement that are intended to survive such termination.

8.5 Continuing Obligations. The following provisions shall survive the expiration or termination hereof: this Section 8 and the applicable provisions of Sections 2, 3, 6, 7, and 9.

9. GENERAL PROVISIONS

9.1 Customer Feedback

If Customer provides Us feedback or suggestions ("Feedback") about any Product, Customer hereby grants Us a non-exclusive, royalty-free, worldwide, irrevocable, and perpetual license to use such Feedback in connection with the design, development, implementation, and operation of Memora Services, provided that such use does not disclose Customer's confidential information or trade secrets. We shall not disclose that Customer is the source of such Feedback. All Feedback is provided by Customer on an "as is" basis without warranty of any kind, and Customer shall have no liability whatsoever in connection with the provision of Feedback to or its use by Us.

9.2 Independent Contractors

The relationship of the Parties shall be that of independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither Party has the authority to bind the other Party or to incur any obligation on behalf of the other Party or to represent itself as the other Party's agent or in any way that might result in confusion as to the fact that the Parties are separate and distinct entities. Without limiting the generality of the foregoing, neither Party shall make any representations, warranties, or covenants of any kind on behalf of the other Party.

9.3 No Implied Waivers; Interpretation

Failure to enforce any provision of these TOU is not a waiver. "Including" means "including without limitation."

9.4 Severability

If any provision of these TOU is unenforceable, the rest remain in effect, and the provision will be modified to reflect the Parties' intent as closely as possible.

9.5 Injunctive Relief

A breach of Sections 2.3 or 7 may cause irreparable harm. The non-breaching Party may seek injunctive or equitable relief without posting a bond, in addition to other remedies.

9.6 Non-Exclusive Remedies

All remedies under these TOU are cumulative and not exclusive.

9.7 Entire Agreement

These TOU, including any applicable Forms, constitute the entire agreement between the Parties and supersede all prior discussions or agreements.

9.8 Notices

Notices must be in writing (including email). Notices to Us should be sent to inquiries@memora.systems.

9.9 Governing Law; Jurisdiction

THIS AGREEMENT IS DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS WITHIN THE COUNTY OF LOS ANGELES, CITY OF LOS ANGELES, FOR THE ADJUDICATION OF ALL MATTERS RELATING TO, OR ARISING UNDER, THIS AGREEMENT AND THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN ANY FORUM NON CONVENIENS. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS HEREBY EXPRESSLY EXCLUDED. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING RELATING TO THIS AGREEMENT.

9.10 Force Majeure

Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, sanctions, strikes, or similar events. The affected party must use reasonable efforts to resume performance and promptly notify the other party where practicable.