Welcome to MYCS.ai !

These Terms of Use ("Terms") govern your use of our services ("Services")

These Terms constitute an agreement between you ("You","Your","Customer") and MYCS AI, LLC ("We","Our","Us","MYCS.ai"). If you are accessing or using our Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

We may update these Terms when it is necessary. We will make a reasonable effort to inform you of these changes.

BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE ANY OF OUR SERVICES.

1. Definitions

“Services” means MYCS.ai's proprietary software-as-a-service solution(s), including software applications, websites, APIs, SDKs, software code, widgets and other services such as consulting provided by us.

“Contractor” means an independent contractor or consultant.

“Customer Data” means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data, content or other information submitted, uploaded, instructed to be used for or imported to the Services by Customer (including from Third Party Platforms) and (b) data, content or other information provided by or about End User (including chat and message logs) that are collected from the Customer Platforms using the Services.

“Customer Platforms” means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with End User.

“End Users” (in the singular, "End User") means Customer's end user customers, potential end user customers, and other users of and visitors to the Customer Platforms.

“Licensed User” means an employee or Contractor of Customer or its affiliate who is authorized to access the Service.

“Documentation” means the any documentation provided with the Services.

“Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.

“MYCS.ai Apps” means any integrations and applications created or developed by MYCS.ai that are made available in MYCS.ai's websites.

“MYCS.ai Code” means any computer language code, software development kits (SDKs), application programming interfaces (APIs), widgets, other code or libraries provided by MYCS.ai for deployment on Customer Platforms.

“Subscription” means a written or electronic form that is used to order the Services, including, without limitation, an online registration or payment process completed through MYCS.ai's website. The Subscription may contain details about your order, the applicable service plan, contracted usage quantity and Subscription Term.

“Sensitive Personal Information” means any data as protected by relevant government issued data protection regulations or any successor directive or regulations.

“Sales Taxes” means any GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign.

"Third-Party Platform(s)” means any software, software-as-a-service, data sources or other products or services not provided by MYCS.ai that are integrated with or otherwise accessible through the Services.

2. Our Services

What we offer

MYCS.ai offers a suite of software and consulting solutions to help you manage your end users interactions.

Subscribing the Services

We provide Services through subscriptions with defined durations outlined in your subscription (Subscription Term). You'll choose the specific Services you need, and we'll provide them as detailed in your subscription.

Some Services may have additional terms that apply (Additional Product Terms). By using a feature or product covered by these terms, you agree to be bound by them.

Accessing the Services

You can access and use the Services only for yourself (and your End Users) following the terms of this Agreement, documentation, and any usage restrictions in your subscription (including limits on how much you can use the service). Only authorized users (Licensed Users) can access and use the Services.

If we provide API keys or passwords to access the Services on our systems, you must require all Licensed Users to keep this information confidential and not share it with anyone unauthorized. User IDs and passwords are for individual users and cannot be shared. If you access the Services using credentials from a third party (like Google), you agree to their terms for providing and using those credentials.

You are responsible for all actions taken using your accounts and passwords. If a Licensed User with access is no longer your employee (or Contractor), you'll promptly remove their user ID and end their access to the Service from your account.

We reserve the right to suspend access to any Services or features (including in-app messaging and integrations with third-party platforms) if you exceed usage limits (if any) or if we believe, in our sole discretion, that your use is excessive (e.g., significantly exceeding typical use or similar-sized customers), whether by you or by third parties (such as your end users or hackers attacking you). This could include storage and bandwidth use or negatively impacting the Service's operation, integrity, or security. We may limit access until usage returns to a reasonable level (as determined by us) and/or the impact is resolved to our satisfaction. We can change usage limits at any time, at our discretion, without notice.

MYCS.ai Apps

If we provide MYCS.ai Apps for use with the Services, we grant you a limited license (during your Subscription Term) to use the MYCS.ai Apps internally, solely in connection with your use of the Service, following the Documentation and this Agreement (unless otherwise stated in the specific MYCS.ai App).

MYCS.ai Code

The right to use the Services includes the right to install MYCS.ai Code on your systems (Customer Platforms) to enable messaging, chat, and other functionalities, and to collect Customer Data for use with the Services as further described here. Subject to the terms of this Agreement, we grant you a limited license (during your Subscription Term) to copy and use the MYCS.ai Code in the form we provide on your Customer Platforms solely to support your use of the Service and otherwise following the Documentation and this Agreement. You must install MYCS.ai Code on your Customer Platforms to enable the relevant features of the Services. You'll implement all necessary MYCS.ai Code following the Documentation and other instructions we provide. You acknowledge that any changes made to your Customer Platforms after initial implementation of MYCS.ai Code may cause the Services to stop working or function improperly, and we will have no responsibility for the impact of any such changes.

Contractors and Affiliates

You may permit your employees, Contractors, and your affiliates' employees and Contractors to be Licensed Users, provided you remain responsible for their compliance with all the terms of this Agreement, and their use of the Services is solely for your benefit.

Trial Subscriptions

If Customer receives free access or a trial or evaluation subscription to the Service (“Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Section (and any other supplemental trial terms agreed by Customer) for a period as stated in the trial plan or such other period granted by MYCS.ai (the “Trial Period"). Trial Subscriptions are permitted solely for Customer's evaluation to determine whether to purchase a paid subscription to the Services or an upgrade to a service plan. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term and may be subject to usage limits. If Customer does not enter into a paid Subscription Term prior to the expiration of the Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period, except as otherwise set forth herein. If stated in the Order Form or Additional Product Terms for a specific Service or otherwise communicated in advance by MYCS.ai to Customer, a paid Subscription Term will commence automatically once the Trial Period expires, and Customer will be charged for any continued use of the Services. MYCS.ai has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MYCS.ai WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, SERVICE LEVEL AGREEMENT ("SLA"), OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

General Restrictions

You agree not to (and will not allow any third party to):

• Rent, lease, provide access to, or sublicense the Services to a third party.
• Use the Services to provide or incorporate them into any product or service offered to a third party other than your Customer Platforms.
• Reverse engineer, decompile, disassemble, or otherwise attempt to obtain the source code or non-public APIs to the Services, except as expressly permitted by law (and then only upon notice to us).
• Copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing.
• Remove or obscure any proprietary or other notices contained in the Services and/or on any reports or data printed from the Services (unless otherwise expressly permitted by us in advance).
• Publicly share information regarding the performance of the Services.
• Use the Services for competitive analysis purposes.

3. Customer Data and Responsibilities

How We Handle Customer Data

The specific details on how we process your data are covered in our Privacy policy, which is part of this Agreement.

Ownership of Customer Data

You retain all ownership rights to the data you provide us (Customer Data). By using our Services, you grant us permission to access, use, and display your Customer Data only to provide the Services to you.

Storage of Customer Data

We don't offer data archiving services. We do not intentionally delete your Customer Data from the Services before your subscription ends, but we don't take any further responsibility for storage.

Anonymized Data

We can use certain technical data about how you and your End Users interact with the Services, as well as anonymized Customer Data (meaning we remove any personal data). This anonymized data helps us improve, analyze, support, and operate the Services even after your agreement ends. You also agree that we can anonymize your Customer Data for these purposes.

Customer Responsibilities

a) General

You are solely responsible for the accuracy, content, and legality of all your Customer Data. You guarantee that you have all the necessary permissions to collect, share, and use your Customer Data as allowed by this Agreement (including granting us the rights in Section 3). You also guarantee your Customer Data won't violate any:

Third-party intellectual property rights, publicity rights, privacy rights, or other rights. Laws. Terms of service, privacy policies, or other agreements governing your Customer Platforms or accounts with third-party platforms. You're fully responsible for any Customer Data submitted to the Services, regardless of who submitted it.

b) No Sensitive Data

You agree not to use the Services to collect, store, process, or transmit any sensitive personal information. We are not a payment card processor, and the Services are not compliant with PCI DSS. You're responsible for any sensitive personal information you submit to the Service, and we have no additional obligations related to it.

c) Following the Law

You agree to follow all applicable laws while using the Services. This includes not using the Services for unsolicited advertising, marketing, or other activities that violate anti-spam laws and regulations.

d) Disclosures on Your Properties

Our code creates a unique cookie ID for each person who visits your Customer Platforms. This allows us to deliver the Services. You'll need to include a link to a privacy policy on each Customer Platform that explains how you use third-party tracking technology to collect data about End Users and how and why that data is used or shared with third parties. You must also provide End Users with clear and comprehensive information about how cookies or other information are stored and accessed on their devices, as required by law. To be clear, you are solely responsible for getting any necessary permissions and approvals from End Users under applicable laws.

Indemnification by Customer

You agree to defend, compensate, and hold us harmless from any third-party (including End Users) claims, costs, damages, losses, liabilities, and expenses (including attorney fees) arising from or related to your Customer Data, your use of third-party platforms, or a breach or alleged breach of your responsibilities in Section 3. This includes us giving you prompt written notice of the claim, allowing you to control the defense, and cooperating with us at your expense. However, we can participate in the defense with our own counsel and you cannot settle any claim without our written consent unless the settlement completely releases us and doesn't require us to pay anything, take any action, or admit any liability.

4. AI-Generated Content Disclaimer

Some content in our services including but not limited to chat messages, text, images, and other media ("AI-Generated Content") provided by our or third parties AI systems, are generated by artificial intelligence models, algorithms and software. While we strive for accuracy and relevance, AI-Generated Content may contain errors, inaccuracies, or unintended interpretations. We disclaim any and all liability for any direct, indirect, incidental, or consequential damages arising from the use of, or inability to use, AI-Generated Content. This includes, but is not limited to, any errors or omissions in the content and any actions taken based on the information provided.

• No Professional Advice

AI-Generated Content is for informational purposes only and should not be considered professional advice. Always seek the guidance of a qualified professional for specific advice related to medical, legal, financial, or other professional matters.

• Accuracy and Reliability

We do not guarantee the accuracy, completeness, or reliability of AI-Generated Content. Users are advised to verify any information provided by the AI before relying on it.

• Third-Party Links and Content

AI-Generated Content may include links to third-party websites or content. We do not endorse or assume responsibility for any third-party content that may be accessed through our our services.

• Changes and Updates

AI-Generated Content may change or be updated at any time without notice. We are not obligated to inform users of any such changes or updates.

Customer Responsibilities

You are responsible to include suitable disclaimers on each Customer Platform that explains the risk of using AI-Generated Content to your End Users. To be clear, you are solely responsible for getting any necessary agreement to disclaimers from End Users for using AI-Generated Content. You and your End Users are solely responsible for the use and interpretation of AI-Generated Content. By using our services, you agree to accept all risks associated with the use of AI-Generated Content.

Indemnification by Customer

You agree to defend, compensate, and hold us harmless from any third-party (including End Users) claims, costs, damages, losses, liabilities, and expenses (including attorney fees) arising from or related to the use of AI-Generated Content. This includes us giving you prompt written notice of the claim, allowing you to control the defense, and cooperating with us at your expense. However, we can participate in the defense with our own counsel and you cannot settle any claim without our written consent unless the settlement completely releases us and doesn't require us to pay anything, take any action, or admit any liability.

By using our services, you agree to this disclaimer. If you do not agree with any part of this disclaimer, please refrain from using our AI-Generated Content.

5. Security

We take reasonable measures to use industry-standard technical and organizational safeguards to prevent unauthorized access to or use of the Services. However, we are not responsible for errors during data transmission, unauthorized access by third parties, or other issues beyond our control.

6. Integration with Third Party Platforms

The Services may support integrations with certain Third-Party Platforms. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes MYCS.ai to access Customer's accounts (and/or End Users accounts) with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that MYCS.ai has no responsibility or liability for any Third-Party Platform, including, without limitation, any beta releases or pre-release features of a Third-Party Platform, or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. MYCS.ai does not guarantee that the Services will maintain integrations with any Third-Party Platform, and MYCS.ai may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

7. Subscription Term, Fees, Payment & Refunds

Subscription Term and Renewals

a) Monthly Subscription Term. For a month-to-month subscription, the Subscription Term will automatically renew on a monthly basis. Each successive contract month will be considered a “renewal term.” Customer may cancel a month-to-month subscription at any time by going to the “Account/Subscription” page in the Dashboard, and the effective termination date will be the last day of the then-current renewal term.

Fees and Payment

All fees are as set forth in the applicable Subscription and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via a Recurring Payment Method (as defined below) or (b) otherwise specified in the applicable Subscription. MYCS.ai reserves the right to adjust pricing for any service plan and/or any Service(s) to the then-current list price upon the start of any renewal term.

a) Monthly Fee. MYCS.ai will charge Customer the monthly subscription fee in advance of each billing period. The monthly invoiced amount will be based on the contracted amount purchased for the applicable service plan plus any one time services (e.g., Consulting Services Man Days), if applicable.

b) Changes to Contracted Usage. If service plan is changed during a billing period, Customer's monthly subscription fee will be prorated accordingly as of the effective date of the change.

c) For any Services that are subject to additional charges (such as Consulting Services Man Days fee), the applicable charges will be prepaid before the services are provided.

d) Sales Taxes. Except as expressly set forth in this Agreement, all fees are non-refundable. Customer is responsible for paying all Sales Taxes, and all Sales Taxes are excluded from any fees set forth in the applicable Subscription. MYCS.ai will invoice Customer for Sales Taxes as well as any legally required fees arising from Customer's use of Services if MYCS.ai believes it has a legal obligation to do so, and Customer will pay such Sales Taxes and fees if invoiced. If Customer is required by Law to withhold any Sales Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, MYCS.ai receives and retains (free from any liability for payment of Sales Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

Payment Via Recurring Payment Method.

If you are purchasing the Services via credit card, debit card or any other recurring payment method accepted by MYCS.ai (“Recurring Payment Method"), the following terms apply:

a. Recurring Billing Authorization. By providing Recurring Payment Method information and agreeing to purchase any Services, Customer hereby authorizes MYCS.ai (or its designee) to automatically charge Customer's Recurring Payment Method on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Subscription. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's usage of the Services and may include adjustments to monthly subscription fee, upgrade fees, one-time service fees, additional usage charges, taxes and other fees as described above.

b. Foreign Transaction Fees. Customer acknowledges that for certain Recurring Payment Methods, the provider/issuer may charge a foreign transaction fee or other charges.

c. Invalid Payment. If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to MYCS.ai and MYCS.ai may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Recurring Payment Method once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

d. Changing Recurring Payment Method Information. At any time, Customer may change its Recurring Payment Method information by entering updated information via the Account/Settings” page on the Dashboard.

e. Payment of Outstanding Fees. Upon any termination or expiration of the subscription, MYCS.ai will charge Customer's Recurring Payment Method (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which payment, MYCS.ai will not charge Customer's Recurring Payment Method for any additional fees.

Suspension of Service

If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), MYCS.ai reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. MYCS.ai also reserves the right to suspend Customer's access to the Services, without liability, if Customer's use of the Services is in violation of the AUP or this Agreement.

Refund policy

At MYCS.ai, we strive to deliver exceptional service and ensure your satisfaction. However, we understand that sometimes things might not go according to plan. This policy outlines the conditions for refunds on our services.

Our Commitment to You

Before issuing a refund, we'd like the opportunity to address any concerns and rectify the situation. Our support team is dedicated to working with you to find a solution that meets your needs.

Here's what we can offer

Technical Support: Our team is here to help with any technical difficulties you encounter while using our services. We'll do our best to troubleshoot and resolve the issue. Training and Onboarding: If you're having trouble getting started or maximizing the benefits of our service, we offer additional training and onboarding resources. Customization Options: Depending on your specific needs, we may be able to customize our services to better serve you.

When a Refund May Be Granted

We will consider issuing a full or partial refund in the following situations:

• Technical Issues

If our service experiences persistent technical issues that significantly hinder its functionality and our support team cannot resolve them within 7 days of notices of such issues.

• Unforeseen Circumstances

In rare cases of unforeseen circumstances beyond our control, which render the service unusable for its intended purpose.

What is Not Refundable

• Cancellation After Use

Refunds will not be granted if you cancel the service after using it for a full billing period.

• Change of Mind

If you decide you no longer need the service but it functions as described, a refund will not be issued.

• Service Not Used

If a subscription plan included quota (such as number of messages), any remaining quota not used in a billing period is not refundable.

If consulting man days is included in a subscription plan or purchased as additions but have not been used during a billing period, a refund will not be issued.

How to Request a Refund

If you are not satisfied with our services, please contact our support team at cs @ mycs.ai at least 7 days before a new renewal term. We will work with you to address your concerns and explore potential solutions within 7 days of receiving your notice. If a refund is ultimately determined to be appropriate (at our sole discretion), we will process it promptly using your original payment method. We will at our sole discretion stop renewing our services to you once a refund is made.

We reserve the right to modify this refund policy at any time. We will make reasonable efforts to notify you of any changes.

If you have any questions about this Refund Policy, please feel free to contact us at cs @ mycs.ai

8. Term and Termination

Term

This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Subscription, unless earlier terminated as set forth herein.

Termination for Cause

Either party may terminate this Agreement (including all related Subscriptions) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

Effect of Termination

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related MYCS.ai Technology) and delete (or, at MYCS.ai's request, return) any and all copies of the Documentation, any MYCS.ai passwords or access codes and any other MYCS.ai Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that MYCS.ai may delete any such data as may have been stored by MYCS.ai at any time. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

Survival

The following Sections will survive any expiration or termination of this Agreement: (General Restrictions), (Trial Subscriptions), (Beta Offerings), (Storage of Customer Data), (Anonymized Data), (Indemnification by Customer), (Ownership of Customer Data), (Fees and Payment), (Payment Via Recurring Payment Method), (Effect of Termination), (Survival), (Warranty Disclaimer), (Limitation of Liability), (Indemnification), (Confidential Information) and (General Terms).

9. Limited Warranty

Limited Warranty

MYCS.ai warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. MYCS.ai's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for MYCS.ai to use commercially reasonable efforts to correct the reported non-conformity, or if MYCS.ai determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) if Services are provided to Customer to use on a no-charge, trial, beta or evaluation basis.

Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9, ALL SERVICES ARE PROVIDED “AS IS". NEITHER MYCS.ai NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MYCS.ai DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MYCS.ai WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY. MYCS.ai SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. MYCS.ai SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, THIRD PARTY APPS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MYCS.ai. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

10. Service Level Agreement (SLA)

Target Availability

MYCS.ai will use commercially reasonable efforts to make each Service available with an uptime of 99% of each calendar month ("Target Availability").

Exclusions

The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of MYCS.ai's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance; or (f) other adhoc services such as consulting and onboarding services

Scheduled Maintenance

"Scheduled Maintenance" means MYCS.ai's scheduled routine maintenance of the Services for which MYCS.ai notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. MYCS.ai typically performs Scheduled Maintenance once per month.

Remedy for Failure to Meet Target Availability

If there is a verified failure of a Service to meet Target Availability in two (2) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case MYCS.ai will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer's sole and exclusive remedy, and MYCS.ai's sole and exclusive liability, for MYCS.ai's failure to meet the Target Availability.

11. Support

MYCS.ai offers customer support ("Support") in accordance with the following terms:

• Support is provided 24 x 7

• Customer may report errors or abnormal behavior of the Service ("Incidents") by contacting MYCS.ai via the MYCS.ai application Dasboard / Support Ticket or via email at support @ mycs.ai . Customer shall provide useful information (such as screen shot and steps to reproduce the incident) to MYCS.ai as reasonably required for MYCS.ai to investigate the incident.

• Depending on your subscription plan, MYCS.ai's Support personnel will assign a priority level ("Priority Level") to each Incident and seek to provide responses within the support response timeframe in your plan.

• MYCS.ai will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer in a manner not authorized in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of MYCS.ai's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions

12. Limitation of Liability

Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO MYCS.ai UNDER THE AGREEMENT GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Excluded Claims

” Excluded Claims” means any claim arising from Customer's breach of

(a) Section 2 (General Restrictions); or

(b) Section 3/4 (Customer Responsibilities) or (Indemnification by Customer); or

(c) from a party's breach of its obligations in Section 14 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).

Nature of Claims and Failure of Essential Purpose

The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Applicable Law

The limitations on liability under this Section 12 will not apply to the extent such liability cannot be limited under applicable law.

13. Indemnification

MYCS.ai will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes any Intellectual Property Rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by MYCS.ai (including reasonable attorneys' fees) resulting from such claim, provided that MYCS.ai will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for MYCS.ai to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer's use of a Service is (or in MYCS.ai's opinion is likely to be) enjoined, if required by settlement or if MYCS.ai determines such actions are reasonably necessary to avoid material liability, MYCS.ai may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by MYCS.ai. The foregoing indemnification obligation of MYCS.ai will not apply: (1) if such Service is modified by any party other than MYCS.ai, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by MYCS.ai, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action arising from Customer's use of Third Party Messaging Apps; or (7) if Customer settles or makes any admissions with respect to a claim without MYCS.ai's prior written consent. THIS SECTION 13 SETS FORTH MYCS.ai'S AND ITS SUPPLIERS' SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

14. Confidential Information

Each party (as “Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any MYCS.ai Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of MYCS.ai without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for MYCS.ai, the subcontractors referenced in Section 16 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 14. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

15. Publicity

MYCS.ai may, upon Customer's prior written consent, use Customer's name to identify Customer as an MYCS.ai customer of the Services, including on MYCS.ai's public website. MYCS.ai agrees that any such use shall be subject to MYCS.ai complying with any written guidelines that Customer may deliver to MYCS.ai regarding the use of its name and shall not be deemed Customer's endorsement of the Services.

16. General Terms

Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16 will be null and void.

Severability

If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to MYCS.ai it must be emailed to legal @ mycs.ai and sent via mail to:

Attn: Legal Department MYCS.ai

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.

b) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SHERIDAN COUNTY, WYOMING. IN ANY DISPUTE, WYOMING LAW SHALL APPLY.

c) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND MYCS.ai AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

d) Injunctive Relief. Notwithstanding the above provisions, MYCS.ai may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Notice

Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Subscription or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email on the first business day after we send it. You agree that any electronic communication satisfies any applicable legal communication requirements, including that such communications be in writing.

Amendments

Waivers. Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer that may be referenced in the Subscription or otherwise issued by Customer will supersede or modify the terms and conditions of this Agreement (regardless of any statement to the contrary in such document), and any such document relating to this Agreement will be for Customer's convenience and administrative purposes only and will have no legal effect.

Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience MYCS.ai may make changes to the Services, and MYCS.ai will update the applicable Documentation accordingly. The support and service level availability terms described in the Security Policy, the Support Policy, and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease MYCS.ai's obligations as compared to those reflected in such terms as of the Effective Date).

Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

Subcontractors

MYCS.ai may use the services of subcontractors and permit them to exercise the rights granted to MYCS.ai in order to provide the Services under this Agreement, provided that MYCS.ai remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement,(ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.

Subpoenas

Nothing in this Agreement prevents MYCS.ai from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but MYCS.ai will use commercially reasonable efforts to notify Customer where permitted to do so.

Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent

Export Control and Economic Sanctions

Each party: (i) agrees to comply with all export control and economic sanctions and any relevant import laws and regulations of the United States and other applicable jurisdictions, and (ii) represents and warrants that it is not listed on any U.S. or other government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government export control embargo or economic sanctions. Without limiting the foregoing, (a) Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export control or economic sanction, prohibition or restriction, and (b) Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations or that is controlled under any Export Control Classification Number (other than EAR99) on the Commerce Control List of the Export Administration Regulations.

Government End-Users

Elements of the Services are commercial computer software. If Customer or end user of the Services is an agency, department, or other entity of the United States Government, then the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 (Computer Software) for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 (Rights in Commercial Computer Software or Commercial Computer Software Documentation) for military purposes. All Services were developed fully at private expense.

Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreem