Eyeclone Subscription Terms of Service

Last Updated: May 1, 2026

This Subscription Terms of Service (“Agreement”) is entered into by and between Eyeclone LLC, a Florida limited liability company, (“Eyeclone”) and the entity or individual that has accepted this Agreement through an online checkout or account registration process (“Customer”) as of the date of electronic acceptance (the “Effective Date”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY CLICKING “I AGREE”, “ACCEPT”, “SUBSCRIBE”, “REGISTER”, “CREATE ACCOUNT” OR ANY SIMILAR BUTTON, OR BY COMPLETING THE CHECKOUT PROCESS, OR BY ACCESSING OR USING THE PLATFORM IN ANY MANNER, CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE PLATFORM.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN THE RESOLUTION OF DISPUTES AND LIMITS EYECLONE’S LIABILITY TO CUSTOMERS. THESE PROVISIONS SIGNIFICANTLY AFFECT CUSTOMER LEGAL RIGHTS. IT CONTAINS A MANDATORY BINDING ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, AND SIGNIFICANT LIMITATIONS ON EYECLONE’S LIABILITY. THESE PROVISIONS MATERIALLY AFFECT CUSTOMER’S LEGAL RIGHTS. PLEASE REVIEW SECTION 16 (DISPUTE RESOLUTION AND MANDATORY ARBITRATION) AND SECTION 12 (LIMITATION OF LIABILITY) CAREFULLY BEFORE ACCEPTING.

IMPORTANT – ARBITRATION AND CLASS ACTION WAIVER NOTICE: By completing checkout, Customer separately acknowledges and agrees to the mandatory binding arbitration clause in Section 16.2 and the class action waiver in Section 16.4. Customer acknowledges having had the opportunity to seek independent legal counsel.

In some instances, both this Agreement and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between this Agreement and any Additional Terms, the Additional Terms will control unless they expressly state otherwise.

NOW, THEREFORE, for the mutual promises contained herein and for other good and valuable consideration set forth herein, the parties agree as follows:

1. ACCEPTANCE OF TERMS AND AGREEMENT FORMATION

1.1 Electronic Acceptance.

This Agreement is presented to Customer through an online click-through acceptance process. Customer’s electronic acceptance, by completing the checkout process, or accessing or using the Platform following presentation of this Agreement constitutes Customer’s legally binding acceptance of this Agreement and is the equivalent of a handwritten signature for all purposes. The timestamp and acceptance event will be logged by Eyeclone as evidence of Customer’s agreement. Eyeclone may rely on such records as conclusive evidence of acceptance in any dispute.

1.2 Corporate Authority.

If Customer is entering into this Agreement on behalf of a company, organization, or other legal entity, the individual accepting represents and warrants that they have the legal authority to bind such entity as the Customer to this Agreement. “Customer” refers to such entity, and Customer acknowledges that this Agreement is binding on that entity. If the accepting individual lacks such authority, they must not accept this Agreement or access the Platform on behalf of that entity, and any such unauthorized acceptance shall be void. Customer assumes sole responsibility for any unauthorized acceptance.

1.3 Minimum Age; Eligibility.

By accepting this Agreement, the individual completing acceptance represents that: (a) they are entering into this Agreement on behalf of a legal entity, not in their personal capacity; (b) such entity is duly organized, validly existing, and in good standing; (c) they have the legal authority to bind such entity to this Agreement; and (d) they are at least eighteen (18) years of age. The Platform is intended for business use only and is not available to consumers or individuals acting in a personal capacity.

1.4 Modifications to Agreement.

Eyeclone reserves the right to modify this Agreement at any time in its sole discretion. Eyeclone will provide notice of material modifications by (a) posting the revised Agreement on the Platform or Eyeclone’s website with an updated effective date; and/or (b) by sending notice to the email address associated with Customer’s account with at least thirty (30) days’ advance notice before the modification takes effect. Customer’s continued access to or use of the Platform following the effective date of any modification constitutes Customer’s binding acceptance of the revised Agreement. If Customer does not agree to the modified Agreement, Customer’s sole remedy is to discontinue use of the Platform and cancel its subscription in accordance with this Agreement. Eyeclone may implement non-material modifications (including corrections, clarifications, or additions required by applicable law) at any time without notice. For modifications to the Data Processing Addendum that affect the processing of personal data, Eyeclone will provide at least thirty (30) days’ advance written notice and, for any modification that expands the categories of personal data processed, introduces a new processing purpose, or adds a new sub-processor with access to Customer Data, obtain Customer’s prior written consent before the modification takes effect. Continued use of the Services shall not constitute consent to such modifications.

1.5 Electronic Records.

Customer consents to receive this Agreement and all related notices, disclosures, and communications in electronic form. Customer agrees that electronic records and electronic signatures satisfy all requirements for written agreements under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic transactions laws. . Customer is responsible for maintaining a current and active email address with Eyeclone and for printing or saving a copy of this Agreement for Customer’s records.

2. DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear in this Agreement. Capitalized terms used before their formal definition in this Section have the meanings ascribed to them in this Section.

“Agreement” means this Subscription Terms of Service, together with any Order Form, addendum, exhibit, the Data Processing Addendum located at https://eyeclone.io/data-processing-agreement, or other document expressly incorporated herein by reference.

“AI Technology” means the machine learning models, large language models, artificial intelligence algorithms, predictive analytics engines, automation workflows, natural language processing tools, and related systems embedded in or used by the Services, together with all modifications, improvements, and derivative works thereof.

“Authorized User” means any individual Customer has authorized to access and use the Platform through a user identification and password.

“Beta Features” means pre-release, experimental, or beta features of the Platform that have not been made generally commercially available, which Eyeclone may offer for testing and evaluation purposes.

“Customer Data” means all data, files, documents, records, and other information that Customer or Authorized Users upload, submit, or transmit to the Services. Customer Data expressly excludes: (a) Usage Data; (b) AI Technology (c) Customer Outputs to the extent they incorporate Eyeclone’s proprietary models or algorithms; (d) Feedback; and (e) any data independently developed by Eyeclone without reference to Customer Data.

“Customer Outputs” means reports, summaries, analyses, recommendations, generated text, visualizations, and other content produced by the Platform in response to Customer inputs.

“Documentation” means the user guides, technical specifications, help articles, and other supporting materials made available by Eyeclone in connection with the Platform, as updated from time to time.

“Feedback” means any suggestions, ideas, recommendations, corrections, or other feedback provided by Customer or Authorized Users regarding the Services.

“Fees” means the subscription fees, usage-based charges, add-on fees, overage charges, and any other amounts payable by Customer as set forth in the applicable Order Form, pricing page, or checkout process.

“Free Trial Services” means Services that Eyeclone makes available to Customer free of charge for a limited time evaluation period.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all other intellectual property and proprietary rights recognized under applicable law worldwide.

“Non-Eyeclone Services” means any product, service, software, or data source not created or owned by Eyeclone, including third-party software applications, APIs, accounting platforms, financial data sources, and other external services.

“Order Form” means any written or electronic subscription order, pricing schedule, or other ordering document that is agreed to by the parties and references this Agreement.

“Platform” means the Eyeclone cloud-based financial intelligence platform, including all software, applications, features, tools, dashboards, AI-powered analytics, reporting modules, integrations, and APIs made available by Eyeclone, as updated, enhanced, or modified by Eyeclone from time to time.

“Renewal Term” means each successive renewal period, commencing automatically upon expiration of the prior Subscription Term or Renewal Term, unless earlier terminated.

“Services” means Customer’s subscription-based access to the Platform, Beta Features, together with updates, enhancements, Documentation, support resources, and all other services provided by Eyeclone under this Agreement.

“Subscription Term” means the initial subscription period selected by Customer at the time of subscription or set forth in the applicable Order Form, beginning on the Effective Date and continuing for the selected period, unless earlier terminated.

“Term” means the period beginning on the Effective Date and continuing through the Subscription Term and any Renewal Terms, unless earlier terminated in accordance with this Agreement.

“Usage Data” means data and information derived from Customer’s use of the Platform that has been aggregated, anonymized, or de-identified such that it does not identify Customer or any individual and cannot reasonably be used to re-identify any person or entity.

“Usage Limits Page” means the webpage located at https://eyeclone.io/usage-limits/, as updated by Eyeclone from time to time, which sets forth the usage limits applicable to each subscription tier, including limits on Authorized Users, transaction volume, token consumption, data storage, API calls, and other applicable metrics, and the overage fees applicable to each.

3. SERVICES

3.1 License Grant.

Subject to Customer’s compliance with this Agreement and timely payment of all applicable Fees, Eyeclone grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Platform solely for Customer’s internal business operations. This license does not include any right to: (a) sublicense or resell access to the Platform; (b) create derivative works based on the Platform or its underlying technology; (c) use the Platform for the benefit of any third party; or (d) access the Platform after expiration or termination of this Agreement. All rights not expressly granted herein are reserved by Eyeclone.

3.2 Service Modification; Discontinuation.

Eyeclone reserves the right, in its sole and absolute discretion, to: (a) modify, update, enhance, or change any aspect of the Platform or Services at any time, with or without notice; (b) add or remove features, integrations, or subscription tier inclusions; (c) discontinue any feature, component, or module of the Platform; or (d) cease providing all or any portion of the Services. Eyeclone will use commercially reasonable efforts to provide advance notice of material discontinuations affecting currently available features but is not obligated to do so. Customer’s sole remedy for a material discontinuation that substantially impairs Customer’s use is termination pursuant to Section 7.1. Nothing in this Agreement restricts Eyeclone from providing the same or similar services to any third party. For the avoidance of doubt, changes to the Usage Limits Page do not constitute a material modification of the Platform unless such changes materially and adversely reduce the usage limits applicable to Customer’s then-current subscription tier during a paid Subscription Term for which Customer has prepaid in full.

3.3 Provision of Free Trial Services.

If Customer registers for Free Trial Services, Eyeclone may make Services available free of charge until the earlier of: (a) the end of the free trial period; (b) commencement of a paid subscription to the same or similar Services; or (c) termination of Customer access to the Free Trial Services by the Eyeclone in its sole discretion. Customer agrees that any termination of access to the Free Trial Services may be without prior notice, and Eyeclone will not be liable to Customer or any third party for such termination. Customer is solely responsible for maintaining backups of all Customer Data during any free trial period.

3.4 Beta Features.

Eyeclone may make Beta Features available at no extra charge. BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR EVALUATION PURPOSES ONLY AND ARE NOT SUPPORTED, GUARANTEED, OR WARRANTED IN ANY MANNER. Customer’s use of Beta Features is entirely at Customer’s own risk. Eyeclone may modify, suspend, or discontinue any Beta Feature at any time without notice and without liability. Eyeclone’s liability for any harm arising from Beta Features is expressly excluded to the maximum extent permitted by applicable law.

3.5 Authorized Users.

Customer may permit Authorized Users to access and use the Platform, subject to the following conditions:

• Each Authorized User must agree to terms of use at least as protective of Eyeclone as this Agreement;
• Customer is responsible for all acts and omissions of Authorized Users as if they were Customer’s own;
• Login credentials are personal to each Authorized User and may not be shared; Customer shall ensure credential confidentiality;
• Customer shall promptly notify Eyeclone of any unauthorized access to or use of any account or Authorized User credentials;
• Customer may authorize third-party advisors or consultants as Authorized Users solely for Customer’s internal business purposes; Customer assumes sole responsibility for all such access;
• Authorized Users must access the Platform only through encrypted connections;
• Authorized Users must maintain current OS patching and active anti-malware on devices used to access the Services; and
• Customer will notify Eyeclone within forty-eight (48) hours of any security incident that could affect the Platform or Services, including compromised credentials or network infiltration.

3.6 Restrictions.

Customer will not (and will not permit any Authorized User or third party to):

• make the Services available to, or use the Services for the benefit of, anyone other than Customer;
• sell, resell, license, sublicense, distribute, rent or lease the Services or otherwise commercialize access to the Platform;
• use the Services to violate any applicable law or regulation, including securities laws, privacy laws, anti-money laundering regulations, and export control laws;
• store, transmit, upload, or process any data or content that infringes the Intellectual Property Rights, privacy rights, or other legal rights of any third party;
• introduce, transmit, or store malicious code, viruses, worms, ransomware, or other harmful software;
• interfere with or disrupt the Platform, Eyeclone’s systems or networks, or the accounts of other customers;
• circumvent any usage limit, access control, or security feature of the Platform;
• copy, frame, or mirror, the Platform or any portion, feature, function or user interface thereof;
• use automated scripts, bots, scrapers, crawlers, or data harvesting tools to access, extract, or copy data from the Platform without Eyeclone’s prior written authorization;
• access the Services for the purpose of monitoring availability, benchmarking, or assisting with the creation or evaluation of any competitive product or service;
• train, fine-tune, or improve any competing third-party or artificial intelligence system or model without Eyeclone’s express prior written consent; or
• reverse engineer, decompile, disassemble, translate or attempt to derive source code from the Services.

3.7 Advisor Use; Third-Party Accounts.

3.7.1 Scope.

This Section applies whenever Customer connects to the Platform any account, data source, or financial information (including any QuickBooks Online or other accounting platform account) that belongs to, is controlled by, or contains data of any person or entity other than Customer itself (each, a “Third-Party Account” and the owner thereof, a “Third-Party Principal”). This includes, without limitation, use of the Platform by accounting firms, bookkeeping firms, fractional CFOs, financial advisors, consultants, and other service providers in connection with services rendered to their own clients.

3.7.2 Authorization Representation.

Customer represents and warrants on a continuing basis that, prior to connecting any Third-Party Account to the Platform, Customer has obtained from the applicable Third-Party Principal all authorizations, consents, and rights necessary to: (i) connect the Third-Party Account to the Platform; (ii) permit Eyeclone and its sub-processors to access, process, store, and analyze the data contained therein in accordance with the Agreement, the Privacy Policy, and the DPA; and (iii) permit Customer’s use of all Customer Outputs derived from such data. Customer shall maintain written records of such authorizations and shall provide them to Eyeclone promptly upon request.

3.7.3 Flow-Down Obligations.

Customer shall ensure, by written agreement with each Third-Party Principal or by other legally effective means, that each Third-Party Principal is informed of and bound by terms no less protective of Eyeclone than the following provisions of the Agreement: (i) Section 11.5, 11.6, 11.7, and 11.8 (AI output disclaimers, no professional advice, hallucinations, and predictive analytics); (ii) Section 8 (intellectual property and ownership of Platform, AI Technology, and Usage Data); and (iii) Section 12 (limitations of liability). Customer remains fully responsible for any failure of any Third-Party Principal to comply with such terms.

3.7.4 Indemnity for Third-Party Claims.

Without limiting Section 13.3, Customer shall defend, indemnify, and hold harmless the Eyeclone Indemnitees from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by or arising from any Third-Party Principal, or by any person or entity claiming through or under any Third-Party Principal, and arising out of or relating to: (i) Customer’s connection of a Third-Party Account to the Platform; (ii) any lack of authorization for such connection or for the processing of any data therein; (iii) any use of, or reliance on, any Customer Output by any Third-Party Principal or by any person or entity to whom Customer or a Third-Party Principal provides such Customer Output; or (iv) any breach by Customer of this Section 3.7.

3.7.5 No Third-Party Beneficiary; No Direct Recourse.

No Third-Party Principal, and no client, customer, or other person or entity of Customer or of any Third-Party Principal, is a third-party beneficiary of the Agreement or shall acquire any right, claim, or cause of action against Eyeclone or any Eyeclone Indemnitee under or in connection with the Agreement or Customer’s use of the Platform. The limitations of liability, disclaimers, and exclusions set forth in the Agreement (including Sections 11 and 12) apply to the maximum extent permitted by law to any claim asserted against Eyeclone by any such person or entity, regardless of the legal theory asserted.

3.8 Acceptable Use Policy.

Customer’s use of the Platform is also subject to Eyeclone’s Acceptable Use Policy, available at https://eyeclone.io/acceptable-use, which is incorporated herein by reference and may be updated by Eyeclone upon reasonable notice.

3.9 Usage Limits.

Customer’s subscription is subject to usage limits applicable to the selected subscription tier, which may include limits on Authorized Users, transaction volume, token consumption, data storage, API calls, or other metrics. The usage limits applicable to each subscription tier are set forth on the Usage Limits Page, as updated by Eyeclone from time to time, or as otherwise specified in an Order Form or within the Services. Eyeclone reserves the right to suspend or limit access to the Platform if Customer exceeds applicable usage limits and/or to charge overage fees for excess usage in accordance with Section 5 and the then-current Usage Limits Page, without further notice. In the event of a conflict between the Usage Limits Page and an Order Form executed between Eyeclone and Customer, the Order Form shall control with respect to the usage limits expressly addressed therein. Eyeclone’s failure to enforce usage limits at any time shall not constitute a waiver of Eyeclone’s right to enforce such limits in the future.

3.10 Subscription Tiers; Features; AI Services.

Eyeclone offers the Platform through subscription-based pricing tiers, with different levels of functionality, usage limits, integrations, and support. Eyeclone reserves the right to modify, add, or remove features from any subscription tier upon reasonable notice. Certain Platform features rely on artificial intelligence providers (“Third-Party AI Providers”) as described herein. The availability, functionality, and performance of such features are therefore dependent in part on the continued availability of services provided by Third-Party AI Providers and their applicable terms, policies, and technical requirements. Eyeclone reserves the right to modify, suspend, or discontinue any AI-enabled feature without liability to Customer, if required by a change in or termination of a Third-Party AI Provider’s services, or if Eyeclone determines in its reasonable judgment that continued provision is not practicable.

3.11 Open Source Components.

The Platform may incorporate open source software components governed by their respective licenses. Nothing in this Agreement limits Customer’s rights or obligations under applicable open source licenses with respect to those components. Eyeclone makes no representation regarding the absence of copyleft license obligations and Customer is responsible for evaluating any open source components it incorporates into its own systems.

4. CUSTOMER RESPONSIBILITIES

4.1 General Responsibilities

Customer shall:

• be solely responsible for all financial, operational, and business decisions made based on Platform outputs, including Customer Outputs, whether generated by AI or otherwise;
• prevent unauthorized access to or use of the Platform, and promptly notify Eyeclone of any such unauthorized access or use;
• use the Services only in accordance with this Agreement and applicable laws and regulations; and
• ensure timely payment of all Fees in accordance with this Agreement.

4.2 Responsibility for Data

Customer shall: (a) obtain all necessary rights, consents, and authorizations required to submit Customer Data to the Platform and permit Eyeclone to process such data as contemplated by this Agreement; (b) ensure compliance by Customer and all Authorized Users with this Agreement; and (c) be solely responsible for the completeness, accuracy, quality and legality of Customer Data, the means by which Customer Data was acquired, and use of Customer Data with the Services.

4.3 Compliance with Applicable Law.

Customer is solely responsible for ensuring that its use of the Platform complies with all applicable federal, state, and local laws and regulations, including without limitation: securities laws and regulations; financial services regulations; privacy and data protection laws; anti-money laundering and know-your-customer requirements; and export control and trade sanctions laws. Eyeclone makes no representation that the Platform is appropriate or legally compliant for use in any particular jurisdiction or industry.

5. FEES, BILLING, AND PAYMENT TERMS

5.1 Fees; Non-Cancelable Payment Obligations.

Customer agrees to pay all Fees applicable to the selected subscription tier and any add-on features or services as described on Eyeclone’s website, in an Order Form, or during checkout. All Fees are stated in United States dollars unless otherwise specified. Except as expressly provided in Sections 5.6 and 7.3, all Fees are non-cancelable and non-refundable. Payment obligations are absolute and unconditional and are not subject to offset, deduction, or withholding of any kind.

5.2 Billing; Automatic Payment Authorization.

Fees are billed in advance at the start of each Subscription Term or Renewal Term. By providing a payment method, Customer authorizes Eyeclone or its designated payment processor to automatically charge that payment method on a recurring basis for all applicable Fees, without further notice or authorization. Customer must provide accurate and complete billing and payment information and promptly update such information upon any change. Eyeclone uses third-party payment processors, including Stripe; by providing payment information, Customer agrees to such processors’ applicable terms and privacy policies. Eyeclone does not store Customer’s full payment card details on its own systems.

5.3 Failed Payments; Suspension; Late Fees.

If any scheduled payment fails for any reason, Eyeclone may suspend Customer’s access to the Platform until all delinquent amounts are paid in full, without prejudice to any other remedy. Eyeclone will use reasonable efforts to notify Customer of a failed payment prior to suspension. Unpaid amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid. Customer shall reimburse Eyeclone for all costs of collection, including reasonable attorneys’ fees. Reinstatement of access following suspension for non-payment is subject to Eyeclone’s discretion and may require payment of all outstanding Fees plus a reinstatement fee.

5.4 Non-Refundable Fees.

Except as provided in Section 5.6, all Fees paid are non-refundable and non-cancelable. Customer acknowledges that it is paying for access to the Platform for the entire applicable Subscription Term and that no refunds will be issued for unused periods, early termination, downtime, or dissatisfaction with the Services. Subscriptions are not subject to pro-rata refunds for early cancellation or termination except as set forth in Section 7.3 (Termination for Convenience by Eyeclone).

5.5 Overage Fees.

If Customer’s use of the Platform exceeds the usage limits applicable to Customer’s subscription tier, Eyeclone may, in its sole discretion, charge overage fees calculated based on the usage limits and overage rates set forth on the Usage Limits Page in effect at the time the overage occurs. Overage fees are due and payable in accordance with Section 5.1 and are non-refundable. Eyeclone’s right to charge overage fees is in addition to, and does not limit, Eyeclone’s right to suspend or limit access to the Platform under Section 3.9 or to terminate the Agreement under Section 7.

5.6 Discretionary Refund Policy.

If Customer believes a payment was made in error or seeks a refund, Customer must submit a written refund request to support@eyeclone.io within thirty (30) days of the applicable charge, describing the basis for the request in reasonable detail. Eyeclone will review all timely submitted requests in good faith and respond within ten (10) business days. Eyeclone will issue a refund or account credit where: (a) a payment was processed in error or as a duplicate charge; (b) applicable law in Customer’s jurisdiction requires a refund in the circumstances presented; or (c) Customer is entitled to a pro-rata refund of prepaid Fees as the sole and exclusive remedy for an uncured breach of the Eyeclone Limited Warranty under Section 11.3, and only to the extent expressly provided therein. Outside of the foregoing circumstances, Fees are non-refundable as set forth in Section 5.4. The grounds enumerated in this Section 5.6 are exhaustive, and no other circumstance, including, without limitation, dissatisfaction with the Services, downtime, early termination by Customer, non-use, or alleged service failure, entitles Customer to any refund. Any refund issued does not constitute a waiver of Eyeclone’s right to charge and collect Fees in the future.

5.7 Taxes.

All Fees are exclusive of taxes, levies, duties, and other governmental assessments of any kind, including sales, use, value-added, and withholding taxes (“Taxes”). Customer is solely responsible for paying all Taxes associated with its use of the Services. If Eyeclone is required by law to collect Taxes, Eyeclone will include such amounts in Customer’s invoice. If Customer claims tax-exempt status, Customer must provide a valid tax exemption certificate satisfactory to Eyeclone prior to payment; if no certificate is provided in a timely manner, Eyeclone may charge applicable Taxes.

5.8 Fee Changes.

Eyeclone reserves the right to change the Fees applicable to any subscription tier upon at least thirty (30) days’ written notice prior to the start of any Renewal Term. Fee changes will not apply to the then-current Subscription Term. For month-to-month subscribers, Eyeclone will provide at least thirty (30) days’ advance written notice before any fee change takes effect, ensuring Customer has at least one full billing cycle to evaluate the change and, if desired, cancel prior to the increased charge. Customer’s continued use of the Platform after the effective date of a price change constitutes acceptance of the revised Fees. If Customer does not agree to the revised Fees, Customer’s sole remedy is to cancel its subscription prior to the next Renewal Term in accordance with Section 6.3.

6. SUBSCRIPTION TERM AND RENEWAL

6.1 Subscription Term.

This Agreement commences on the Effective Date and continues for the Term selected by Customer during checkout (e.g., month-to-month or annual), as indicated in the applicable Order Form or checkout process.

6.2 Automatic Renewal.

UNLESS CUSTOMER PROVIDES TIMELY NOTICE OF NON-RENEWAL IN ACCORDANCE WITH SECTION 6.3, THE SUBSCRIPTION TERM WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS AT THE THEN-CURRENT FEES (SUBJECT TO ANY MODIFICATIONS PURSUANT TO SECTION 5.8). BY COMPLETING THE INITIAL CHECKOUT PROCESS, CUSTOMER EXPRESSLY AUTHORIZES EYECLONE TO CHARGE THE PAYMENT METHOD ON FILE FOR EACH RENEWAL TERM WITHOUT FURTHER NOTICE OR AUTHORIZATION.

Pre-Renewal Reminder Notice. For Customers on annual subscription plans (or any subscription plan with a term longer than one month), Eyeclone will send a written reminder notice to the email address associated with Customer’s account no fewer than thirty (30) days and no more than sixty (60) days before the scheduled automatic renewal date. The reminder notice will state: (a) the date on which the Subscription Term will automatically renew; (b) the Fees that will be charged upon renewal, including any fee changes pursuant to Section 5.3; (c) the deadline by which Customer must provide notice of non-renewal under Section 6.3 to avoid being charged; and (d) the method by which Customer may cancel. For month-to-month subscribers, Eyeclone will provide at least three (3) days’ advance notice before each monthly renewal charge. Customer is responsible for maintaining a current and active email address with Eyeclone to receive renewal notices; failure to receive a notice due to an outdated email address does not excuse Customer’s obligation to pay renewal Fees, but Eyeclone will not enforce the renewal charge where it is demonstrated that the notice was not deliverable through no fault of Customer.

6.3 Non-Renewal; Cancellation.

To prevent automatic renewal, Customer must provide Eyeclone with written notice of intent not to renew at least thirty (30) days prior to the end of the then-current Subscription Term or Renewal Term. Cancellation notices must be submitted through the account management portal or in writing to support@eyeclone.io. If Customer fails to provide timely notice, the Subscription Term will renew automatically, and the corresponding Fees will be charged. Cancellation of a Subscription Term prior to its scheduled expiration does not relieve Customer of its obligation to pay Fees for the remainder of the then-current Term.

7. TERMINATION AND SUSPENSION

7.1 Termination for Material Breach.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail. Eyeclone may terminate this Agreement immediately upon written notice, without a cure period, if Customer: (a) breaches Section 3.6 (Restrictions); (b) fails to pay any Fees when due and such failure continues for ten (10) days after written notice; (c) violates Sections 9 (Confidentiality); or (d) engages in conduct that constitutes a material violation of applicable law or creates an objectively demonstrable and material risk to the Platform or other customers.

7.2 Termination for Insolvency.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) makes a general assignment for the benefit of creditors; (b) files or has filed against it a petition for bankruptcy, insolvency, reorganization, or receivership that is not dismissed within sixty (60) days; (c) ceases to operate in the ordinary course of business; or (d) takes or has taken against it any action for the dissolution or winding up of its business.

7.3 Termination for Convenience by Eyeclone.

Eyeclone may terminate this Agreement and any Order Form at any time for any reason or no reason upon thirty (30) days’ written notice to Customer. In the event of such termination by Eyeclone, Customer’s sole and exclusive remedy shall be a pro-rata refund of any prepaid Fees covering the unused portion of the then-current Subscription Term following the effective date of termination. Except for such refund, Customer shall not be entitled to any other compensation, damages, or remedies arising out of such termination.

7.4 Suspension Rights.

Eyeclone may, without limiting any other remedy and without liability, suspend Customer’s access to the Platform if:

• Customer fails to pay any Fees when due;
• Eyeclone reasonably determines that Customer or any Authorized User has violated the use restrictions in the Agreement;
• Eyeclone reasonably determines that Customer’s use of the Platform poses a security risk to the Platform, Eyeclone’s systems, or other customers;
• Eyeclone is required to do so by applicable law or by order of a court or governmental authority; or
• Customer’s account shows unusual activity suggesting unauthorized access, fraud, or abuse.

Eyeclone will provide written notice of suspension to Customer within twenty-four (24) hours of suspension, except where providing notice would, in Eyeclone’s reasonable judgment, exacerbate a security risk, or where prohibited by law. Fees will continue to accrue during any suspension period caused by Customer’s own act or omission. In the event a suspension is subsequently determined not to have been warranted, Eyeclone will issue Customer a pro-rated credit for the period of access denial.

7.5 Effect of Termination.

Upon the expiration or termination of this Agreement for any reason:

• Customer’s right to access and use the Platform immediately terminates and all licenses granted hereunder expire;
• Customer must immediately cease all use of the Platform and delete or destroy all copies of any Documentation, proprietary materials, or Confidential Information in Customer’s possession;
• All amounts owed by Customer to Eyeclone through the date of termination become immediately due and payable. For annual subscriptions terminated by Eyeclone for Customer’s material, uncured breach, Eyeclone may elect to accelerate and declare immediately due and payable an amount not to exceed six (6) months of the remaining Fees for the then-current Subscription Term, or the actual remaining Fees if fewer than six (6) months remain, whichever is less. Eyeclone shall use commercially reasonable efforts to mitigate its damages, including by reallocation or resale of the applicable subscription capacity, and shall credit against any accelerated amount any fees recovered through such mitigation. This acceleration right constitutes Eyeclone’s liquidated damages for such termination and not a penalty, the parties agreeing that actual damages would be difficult to determine with precision; and
• The following Sections survive termination: 2 (Definitions), 3.6 (Restrictions), 3.7 (Advisor Use; Third-Party Accounts), 5 (Fees, Billing, and Payment Terms, to the extent of accrued obligations), 7.5 (Effect of Termination), 8 (Ownership and Intellectual Property), 9 (Confidentiality), 10 (Customer Data and Privacy), 11 (Warranties and Disclaimers, including Sections 11.5 through 11.9), 12 (Limitation of Liability), 13 (Indemnification), 14.2 (Service Credits), 16 (Dispute Resolution and Mandatory Arbitration), and 17 (General Provisions).

7.6 Customer Data Following Termination.

Upon Customer’s written request made during the Term or within thirty (30) days following expiration or termination of this Agreement, Eyeclone will make Customer Data available for export in a standard machine-readable format. Eyeclone has no obligation to make Customer Data available for export after the thirty (30)-day post-termination window. Eyeclone will retain Customer Data in encrypted backup systems for up to one-hundred and eighty (180) days following termination, after which Customer Data will be deleted in the ordinary course of Eyeclone’s data retention processes. For Personal Data processed under the Data Processing Addendum, deletion shall occur in accordance with the timelines set forth therein. Eyeclone shall have no liability for deletion of Customer Data following the applicable retention period.

8. OWNERSHIP AND INTELLECTUAL PROPERTY

8.1 Eyeclone Ownership of Services.

As between the parties, Eyeclone retains all right, title, and interest, including all Intellectual Property Rights, in and to: (a) the Services and all components thereof; (b) the source code, object code, software, and algorithms underlying the Platform; (c) the AI Technology, including all machine learning models, training methodologies, and model weights; (d) financial analytics methodologies, scoring systems, and proprietary data models; (e) all Documentation; (f) Usage Data; (g) Feedback; and (h) all improvements, enhancements, modifications, and derivative works of the foregoing, regardless of who contributed to their development. The Services are licensed, not sold. No ownership interest in the Services or any component thereof is transferred to Customer. All rights not expressly granted in this Agreement are reserved by Eyeclone. No implied licenses are granted.

8.2 Feedback.

Customer hereby irrevocably assigns to Eyeclone all right, title, and interest in and to any Feedback Customer or its Authorized Users provide regarding the Services. Eyeclone may use, disclose, reproduce, license, distribute, and otherwise exploit Feedback for any purpose, commercial or otherwise, without obligation, restriction, or compensation to Customer. Customer waives any moral rights in Feedback to the fullest extent permitted by law. To the extent moral rights in Feedback cannot be assigned or waived under applicable law (including the Copyright Act (Canada)), Customer and its Authorized Users grant Eyeclone an irrevocable, perpetual, royalty-free license to use such Feedback for any purpose without restriction.

8.3 License to Customer Data.

Customer hereby grants to Eyeclone a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data: (a) to the extent necessary to provide the Services, enforce this Agreement, and comply with applicable law; and (b) as part of Usage Data that has been aggregated or de-identified such that it cannot reasonably be re-identified. This license survives termination of this Agreement solely to the extent necessary for Eyeclone to fulfil its post-termination data retention and deletion obligations.

8.4 Customer Data Ownership.

As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the license granted in Section 8.3 and Eyeclone’s rights with respect to Usage Data, and Feedback.

8.5 Customer Outputs.

Subject to Customer’s compliance with this Agreement, Customer owns Customer Outputs generated by the Platform in response to Customer’s inputs, except to the extent a Customer Output directly incorporates or reproduces Eyeclone’s underlying model weights, proprietary scoring algorithms, or other proprietary model components as identifiable elements (which elements remain Eyeclone’s property). Eyeclone retains the right to use Customer Outputs in anonymized and aggregated form as Usage Data. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING ALL CUSTOMER OUTPUTS BEFORE RELYING UPON THEM FOR ANY PURPOSE.

8.6 Usage Data Rights.

Eyeclone may collect, generate, and use Usage Data to operate, maintain, and improve the Platform and Services. Eyeclone does not use raw Customer Data, re-identifiable Customer Data, or individual Customer financial records to train, fine-tune, or validate AI models. Eyeclone may use aggregated, anonymized Usage Data (which cannot reasonably be re-identified) to improve the Platform, including to develop, train, validate, or fine-tune the AI Technology. Usage Data shall not include personally identifiable Customer Data except as expressly permitted in a separate Data Processing Addendum.

9. CONFIDENTIALITY

9.1 Confidential Information; Obligations.

“Confidential Information” means any proprietary information provided or made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or would reasonably be considered confidential under the circumstances. Eyeclone’s Confidential Information includes the Services, their functionality and underlying technology, pricing, business strategies, and technical specifications. Customer’s Confidential Information includes Customer Data. Each party agrees: (a) to use the other’s Confidential Information only for purposes authorized under this Agreement; (b) to maintain at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but no less than reasonable security measures appropriate to the nature of the information; and (c) to disclose Confidential Information only to its employees, agents, affiliates, and subcontractors with a legitimate need to know who are bound by obligations of confidentiality at least as protective as this Agreement. Confidentiality obligations continue for five (5) years from the date of disclosure, except for trade secrets, which remain protected indefinitely.

9.2 Exceptions.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is received from a third party who had the right to disclose it without restriction.

9.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that the Receiving Party: (a) provides prompt prior written notice to the Disclosing Party to the extent legally permitted; (b) cooperates in seeking a protective order or limitation on such disclosure; and (c) discloses only the minimum amount required.

9.4 Backup Retention.

Notwithstanding any obligation to return or destroy Confidential Information, Eyeclone may retain Confidential Information in encrypted backup or archival systems for up to one hundred and eighty (180) days following termination, or longer to the extent required by applicable law, audit requirements, or internal compliance policies. Retained Confidential Information remains subject to the confidentiality obligations of this Agreement.

10. CUSTOMER DATA AND PRIVACY

10.1 Privacy Policy; Data Processing Addendum.

Eyeclone will process Customer Data in accordance with this Agreement and Eyeclone’s Privacy Policy, available at https://eyeclone.io/privacy-policy/. To the extent Customer Data includes personal data subject to applicable data protection laws (including U.S. state privacy laws, PIPEDA, Quebec Law 25, POPIA, the Australian Privacy Act 1988, or similar laws), the parties shall execute a Data Processing Addendum (“DPA“), available at https://eyeclone.io/data-processing-agreement, that governs such processing. In the event of a conflict between this Agreement and the DPA, the DPA controls with respect to personal data processing.

10.2 POPIA (South Africa).

For Customer Data including personal information of South African data subjects, Eyeclone acts as an Operator on behalf of Customer as the Responsible Party, as defined under the Protection of Personal Information Act, 2013 (South Africa) (“POPIA”). The DPA governs Eyeclone’s obligations as Operator and includes provisions satisfying POPIA Condition 8. The POPIA-specific obligations are set forth in Schedule 5 of the DPA.

10.3 Privacy Laws.

For Customer Data including personal information of Canadian residents, Eyeclone’s processing is governed by the Personal Information Protection and Electronic Documents Act (PIPEDA) and, for personal information of Quebec residents, the Act Respecting the Protection of Personal Information in the Private Sector (Quebec Law 25). The DPA includes provisions addressing cross-border transfer requirements under Quebec Law 25, Section 17, and Eyeclone will notify Customer of any Privacy Impact Assessment requirements triggered by its processing activities.

10.4 Australian Privacy.

For Customer Data including personal information of Australian individuals, Eyeclone’s processing is governed by the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APPs”). The DPA includes provisions addressing the cross-border disclosure requirements of APP 8. Eyeclone will handle personal information of Australian individuals in accordance with the APPs.

10.5 International Data Transfers.

Customer Data may be transferred to and processed in the United States and other countries where Eyeclone and its sub-processors operate. For transfers of personal data from jurisdictions with data transfer restrictions, Eyeclone will ensure that appropriate safeguards are in place, including lawful transfer mechanisms recognized under applicable law. The applicable transfer mechanism is set out in the DPA.

10.6 Security Measures.

Eyeclone implements and maintains commercially reasonable technical and organizational security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. These measures include controls limiting access to Customer Data by Eyeclone personnel to those who require access to provide the Services or as required by law. Customer is responsible for maintaining the security of its own systems, networks, and devices used to access the Platform.

10.7 Data Breach Notification.

In the event Eyeclone becomes aware of a breach of security affecting Customer Data, Eyeclone will notify Customer at the email address on file without undue delay and, in any event, within the timeframe required by applicable law in each relevant jurisdiction (or, where no specific statutory deadline applies, within seventy-two (72) hours of becoming aware of the breach). Such notification is not an acknowledgement of fault or responsibility. The notification obligations under this Section do not apply to incidents caused solely by Customer’s own acts or omissions and are subject to any limitations imposed by applicable law or law enforcement requirements.

10.8 Security Certification.

Eyeclone is currently pursuing SOC 2 Type II certification and does not currently hold such certification. Eyeclone will notify Customers upon obtaining SOC 2 Type II certification. Upon certification, Eyeclone will make its audit report available to Customers under NDA upon request.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Warranties.

Each party represents and warrants that: (a) it has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding agreement of such party; (c) the execution and performance of this Agreement does not violate any applicable law or any material agreement to which such party is a party; and (d) it will comply with all applicable laws in connection with its performance.

11.2 Customer Warranties.

Customer further represents and warrants that: (a) Customer has all rights, consents, licenses, and permissions necessary to provide Customer Data and to grant Eyeclone the license rights described herein; (b) Customer Data does not infringe the Intellectual Property Rights, privacy rights, or other legal rights of any third party; (c) Customer will use the Platform only in compliance with this Agreement and all applicable laws; and (d) Customer is not located in, and will not access the Platform from, any jurisdiction subject to comprehensive U.S. trade sanctions, and is not a Specially Designated National or otherwise prohibited from accessing U.S.-origin software.

11.3 Eyeclone Limited Warranty.

Eyeclone warrants that during the Subscription Term: (a) the Platform will perform materially in accordance with the Documentation under normal use and conditions; and (b) Eyeclone will implement and maintain the security measures described in Section 10.5. Customer’s sole and exclusive remedy, and Eyeclone’s sole and exclusive obligation, for any breach of the limited warranty in this Section 11.3 shall be: (i) for breach of clause (a), Eyeclone’s commercially reasonable efforts to re-perform or correct the non-conforming Services within a reasonable period following Customer’s written notice describing the non-conformance in reasonable detail; and (ii) for breach of clause (b), Eyeclone’s commercially reasonable efforts to remediate the security non-conformance within a reasonable period following Customer’s written notice. If Eyeclone is unable to re-perform, correct, or remediate (as applicable) within a reasonable period, Customer’s sole and exclusive remedy shall be termination of this Agreement and a pro-rata refund of any prepaid Fees covering the unused portion of the then-current Subscription Term following the effective date of termination. The remedies in this Section 11.3 are without prejudice to the service credit remedy in Section 14.2 for breaches of the uptime commitment in Section 11.4, which remains the sole and exclusive remedy for uptime failures.

11.4 Service Availability.

Eyeclone will use commercially reasonable efforts to make the Platform available at least 99.5% of the time in any given calendar month, excluding: (a) scheduled maintenance (for which Eyeclone will use reasonable efforts to provide advance notice); (b) emergency maintenance; (c) failures of Customer’s internet connection, hardware, software, or systems; (d) third-party service provider outages beyond Eyeclone’s reasonable control; (e) any suspension, throttling, or limitation of access to the Platform imposed by Eyeclone in accordance with the Usage Limits Page or in response to Customer’s exceedance of applicable usage limits; and (f) Force Majeure Events. In the event of a material failure to meet this availability commitment in any given month, Customer’s sole remedy shall be a service credit as set forth in any separately executed Service Level Agreement, or, absent such agreement, a pro-rated credit for the affected period upon written request.

11.5 DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.3 AND 11.4, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EYECLONE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM HARMFUL COMPONENTS; (C) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY CUSTOMER OUTPUT OR ANALYTICS RESULT; AND (D) ANY WARRANTY THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. EYECLONE DOES NOT WARRANT THE ACCURACY OF ANY DATA, INFORMATION, OR CONTENT CONTAINED WITHIN THE SERVICES, THE SECURITY OF THE SERVICES FROM INTRUSION OR ATTACK, OR THE AVAILABILITY OR RELIABILITY OF ANY NETWORK, COMMUNICATIONS LINK, OR INFRASTRUCTURE USED BY CUSTOMER.

11.6 NO PROFESSIONAL ADVICE.

THE PLATFORM AND ALL CUSTOMER OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND ANALYTICAL PURPOSES ONLY. THE PLATFORM DOES NOT PROVIDE, AND NO CONTENT GENERATED BY THE PLATFORM CONSTITUTES OR SHOULD BE CONSTRUED AS, LEGAL ADVICE, ACCOUNTING ADVICE, TAX ADVICE, INVESTMENT ADVICE, FINANCIAL PLANNING ADVICE, REGULATORY GUIDANCE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. CUSTOMER SHOULD CONSULT QUALIFIED LICENSED PROFESSIONALS BEFORE MAKING ANY FINANCIAL, LEGAL, TAX, REGULATORY, OR INVESTMENT DECISIONS.

11.7 ARTIFICIAL INTELLIGENCE DISCLAIMER.

THE PLATFORM USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES TO GENERATE CUSTOMER OUTPUTS. CUSTOMER OUTPUTS ARE GENERATED ALGORITHMICALLY AND MAY CONTAIN ERRORS, INACCURACIES, OMISSIONS, OR “HALLUCINATIONS.” EYECLONE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY CUSTOMER OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VALIDATING ALL CUSTOMER OUTPUTS BEFORE ACTING UPON THEM. CUSTOMER EXPRESSLY ASSUMES ALL RISKS ASSOCIATED WITH RELIANCE ON AI-GENERATED OUTPUTS. THIRD-PARTY AI PROVIDERS AND THEIR SERVICES ARE OUTSIDE EYECLONE’S CONTROL. EYECLONE DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY AI PROVIDER’S SERVICES AND IS NOT RESPONSIBLE FOR OUTAGES, INTERRUPTIONS, OR ERRORS ATTRIBUTABLE TO SUCH SERVICES.

11.8 PREDICTIVE ANALYTICS DISCLAIMER.

ANY PREDICTIVE ANALYTICS, FORECASTING, TREND ANALYSIS, OR PROJECTIONS GENERATED BY THE PLATFORM ARE BASED ON HISTORICAL DATA, STATISTICAL MODELS, AND ALGORITHMIC INFERENCE. PAST PERFORMANCE DOES NOT GUARANTEE OR PREDICT FUTURE RESULTS. PREDICTIVE OUTPUTS ARE SUBJECT TO INHERENT UNCERTAINTY AND MODEL LIMITATIONS. EYECLONE MAKES NO REPRESENTATION THAT ANY PREDICTIVE MODEL WILL ACCURATELY FORECAST FUTURE BUSINESS PERFORMANCE, MARKET CONDITIONS, FINANCIAL RESULTS, OR OTHER OUTCOMES.

11.9 THIRD-PARTY DATA DISCLAIMER.

THE PLATFORM MAY INTEGRATE WITH OR RELY UPON THIRD-PARTY DATA SOURCES, APIS, ACCOUNTING SOFTWARE, AND OTHER EXTERNAL PROVIDERS. EYECLONE DOES NOT CONTROL, VERIFY, OR GUARANTEE THE ACCURACY, AVAILABILITY, OR COMPLETENESS OF THIRD-PARTY DATA. EYECLONE IS NOT RESPONSIBLE FOR ERRORS, OMISSIONS, OR DELAYS IN THIRD-PARTY DATA OR FOR ANY CONSEQUENCES OF CUSTOMER’S RELIANCE ON SUCH DATA.

11.10 Customer Responsibility for Decisions.

Customer acknowledges and agrees that: (a) all financial, operational, investment, regulatory, and business decisions made in reliance upon Platform outputs are made at Customer’s sole risk and responsibility; (b) Customer has an independent obligation to validate any Customer Output before acting upon it; (c) Eyeclone is not responsible for any financial loss, regulatory penalty, business disruption, or other adverse outcome resulting from Customer’s reliance on the Platform or Customer Outputs; and (d) human review and independent judgment must be applied to Customer Outputs before using them as a basis for material decisions.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EYECLONE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER, ANY AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY: (A) LOST PROFITS, LOST REVENUE, OR LOST BUSINESS; (B) LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION; (C) INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES; OR (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; IN EACH CASE HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF EYECLONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 CAP ON AGGREGATE LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EYECLONE’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO EYECLONE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS AND ALL LEGAL THEORIES.

12.3 Basis of the Bargain.

Customer acknowledges and agrees that the limitations and exclusions of liability in this Section 12 reflect a reasonable and negotiated allocation of risk, are an essential element of the basis of the bargain between the parties, and would not have been entered into without these limitations. The Fees charged by Eyeclone reflect and are conditioned upon these limitations.

12.4 Exclusions from Limitation.

Nothing in this Agreement limits or excludes either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) Customer’s payment obligations; or (c) any other liability that cannot be limited or excluded under applicable law.

12.5 Time Limitation on Claims.

Any claim by either party arising out of or relating to this Agreement or the Services must be brought within two (2) years after the cause of action arises, except as provided below. Claims not brought within this period are permanently barred. Notwithstanding the foregoing, this two (2) year period does not apply to, and does not shorten, any statutory limitation period that cannot be modified by contract under applicable law, including: (a) claims under applicable data protection law; (b) claims under applicable consumer protection law; and (c) claims by Customers domiciled in Australia, where the applicable limitation period under the Limitation Act of the relevant state or territory shall apply. In any jurisdiction where a two (2) year contractual limitation period is unenforceable as a matter of mandatory law, the shortest enforceable period permitted by applicable law shall apply.

13. INDEMNIFICATION

13.1 Eyeclone Indemnification.

Eyeclone will defend Customer against third-party claims that the Services, as provided by Eyeclone and used in accordance with this Agreement, infringe or misappropriate such third party’s Intellectual Property Rights, and will indemnify Customer for damages, costs, and reasonable attorneys’ fees awarded in a final judgment or agreed to in a settlement approved by Eyeclone. If the Services become, or Eyeclone reasonably believes they may become, the subject of such a claim, Eyeclone may, at its sole option: (a) modify the Services to eliminate the alleged infringement; (b) obtain a license for Customer’s continued use; or (c) terminate Customer’s access to the affected portion upon thirty (30) days’ notice. This Section states Eyeclone’s sole obligation and Customer’s exclusive remedy with respect to intellectual property infringement claims.

13.2 Exclusions from Eyeclone Indemnification.

Eyeclone’s indemnification obligations in Section 13.1 do not apply to claims arising from: (a) modification of the Services by anyone other than Eyeclone; (b) Customer’s use of the Services in combination with any hardware, software, or services not provided by Eyeclone; (c) Customer’s continued use of a version of the Services after Eyeclone has provided an updated non-infringing version; (d) Customer Data or Customer Outputs; or (e) Customer’s breach of this Agreement.

13.3 Customer Indemnification.

Customer will indemnify, defend, and hold harmless Eyeclone and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers (collectively, “Eyeclone Indemnitees”) from and against all claims, liabilities, damages, settlements, costs, and reasonable attorneys’ fees (collectively, “Claims”) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes any third party’s Intellectual Property Rights, privacy rights, or other legal rights; (b) Customer’s or any Authorized User’s use of the Platform in violation of this Agreement or applicable law; (c) Customer’s violation of any law or regulation applicable to Customer’s business or industry, including securities laws, data protection laws, anti-money laundering regulations, or financial services regulations; (d) Customer’s decisions, actions, or omissions taken in reliance on the Platform or Customer Outputs; (e) Customer’s grant of Platform access to third-party advisors, consultants, or non-employees; (f) any claim by an Authorized User arising from their use of the Platform; or (g) Customer’s breach of any representation, warranty, or obligation under this Agreement. Customer’s indemnification obligations under this Section 13.3 are in addition to, and do not limit, Customer’s indemnification obligations under Section 3.7(d).

13.4 Indemnification Procedure.

Indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the Claim; (b) giving the indemnifying party sole control of the defense and any settlement negotiations; and (c) cooperating, at the indemnifying party’s request and expense, in the defense. The indemnifying party may not settle any Claim without the indemnified party’s prior written consent if the settlement imposes any obligation, restriction, or admission on the indemnified party or does not fully release the indemnified party.

14. SERVICE AVAILABILITY

14.1 Commercially Reasonable Efforts.

Eyeclone will use commercially reasonable efforts to make the Platform available to Customer during the Term, except for: (a) planned or emergency maintenance; (b) failures of Customer’s internet connection, hardware, software, or systems; (c) third-party service provider outages, including cloud infrastructure, Third-Party AI Providers, payment processors, or integrated data sources; and (d) any unavailability caused by circumstances beyond Eyeclone’s reasonable control, including Force Majeure Events. THE MINIMUM UPTIME COMMITMENT SET FORTH IN SECTION 11.4 APPLIES. EXCEPT AS PROVIDED THEREIN, EYECLONE DOES NOT GUARANTEE ANY SPECIFIC UPTIME LEVEL OR AVAILABILITY PERCENTAGE UNLESS EXPRESSLY SET FORTH IN A SEPARATELY EXECUTED SERVICE LEVEL AGREEMENT.

14.2 Service Credits.

In the event Eyeclone fails to meet the uptime commitment in Section 11.4 or any uptime commitment expressly set forth in a separately executed SLA, Customer’s sole and exclusive remedy shall be the service credits or other remedies specified in such SLA, or, absent a separately executed SLA, a pro-rated credit for the affected period. Except as set forth herein or in a separately executed SLA, Eyeclone shall have no liability for any service unavailability.

14.3 Support.

Eyeclone will provide Customer with access to standard technical support during the Subscription Term, including access to Eyeclone’s help documentation, support portal, and email support at support@eyeclone.io. Response time commitments, support hours, and elevated support tiers (where applicable) are described in the Documentation or applicable Order Form. Support does not cover issues caused by Customer’s own systems, third-party integrations not provided by Eyeclone, or Customer’s failure to maintain supported operating environments.

15. THIRD-PARTY INTEGRATIONS

15.1 Non-Eyeclone Services.

The Services may contain features designed to interoperate with Non-Eyeclone Services. Eyeclone cannot guarantee the continued availability or interoperability of Non-Eyeclone Services and may cease providing or supporting integrations at any time without entitling Customer to any refund, credit, or other compensation.

15.2 Customer Responsibilities for Non-Eyeclone Services.

Customer acknowledges that:

• Eyeclone does not control and is not responsible for the operation, availability, accuracy, or security of Non-Eyeclone Services;
• Non-Eyeclone Services are governed by separate terms and privacy policies with which Customer is responsible for complying;
• Eyeclone’s ability to provide integrations depends on third-party APIs and terms that may change or be discontinued without notice; and
• Customer assumes all risks arising from its use of and reliance on Non-Eyeclone Services.

Customer is responsible for ensuring it has the necessary rights and authorizations to access and process data from Non-Eyeclone Services through the Platform. Eyeclone is not responsible for the accuracy, completeness, or availability of data retrieved from Non-Eyeclone Services and shall not be liable for errors or omissions in such data or Customer’s reliance thereon.

15.3 QuickBooks Integration.

The Platform integrates with QuickBooks Online via OAuth 2.0. By enabling this integration, Customer grants Eyeclone access to Customer’s QuickBooks account data as necessary to provide the Services. Customer represents that it has the authority to grant such access and that doing so does not violate Customer’s agreement with Intuit Inc. Eyeclone’s access to QuickBooks data constitutes Customer Data and is governed by this Agreement and the DPA. Eyeclone does not access Customer’s QuickBooks account beyond the scope of data necessary to deliver the contracted Services.

15.4 Resellers and Channel Partners.

Eyeclone may make the Platform available through authorized channel partners or resellers. If Customer accesses the Platform through a reseller, the terms of this Agreement apply to Customer’s use of the Platform, and Customer shall be responsible for compliance with this Agreement regardless of the terms of any agreement between Customer and the reseller.

16. DISPUTE RESOLUTION AND MANDATORY ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF DISPUTES, WAIVES CUSTOMER’S RIGHT TO A JURY TRIAL, AND PROHIBITS CLASS AND REPRESENTATIVE ACTIONS. BY COMPLETING CHECKOUT, CUSTOMER SEPARATELY ACKNOWLEDGES THESE PROVISIONS.

16.1 Informal Resolution.

Before initiating formal proceedings, the parties agree to use good-faith efforts to resolve any dispute informally. Either party may initiate informal dispute resolution by providing written notice describing the nature of the dispute and relief sought. The parties shall negotiate in good faith for thirty (30) days following such notice. This informal negotiation period is a prerequisite to formal arbitration proceedings.

16.2 Binding Arbitration.

If the parties cannot resolve the dispute informally within thirty (30) days, any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, interpretation, validity, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, subject to Customer’s right to opt out as set forth in Section 16.3. The arbitration shall be conducted by a single arbitrator in Boca Raton, Florida, or via videoconference at the arbitrator’s discretion. For Customers domiciled outside the United States, the parties may agree in writing prior to commencement of arbitration to an alternative arbitration seat, rules, or arbitral institution; absent such written agreement, the foregoing provisions apply. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and fees in connection with arbitration, except as provided by AAA rules. If a party fails to participate in arbitration after proper notice, unsuccessfully challenges the arbitrator’s decision, or fails to comply with the arbitrator’s decision, the other party is entitled to costs of any litigation required to compel arbitration or enforce the award, including reasonable attorneys’ fees.

16.3 Right to Opt Out of Arbitration.

Customer may opt out of the agreement to arbitrate disputes under Section 16.2 by delivering written notice of Customer’s election to opt out to Eyeclone at legal@eyeclone.io, with the subject line ‘Arbitration Opt-Out’ within thirty (30) days of the date Customer’s organization first accepts this Agreement or completes the checkout process, whichever is earlier (“Opt-Out Deadline”). We recommend including your company name in the subject line for ease of processing, though this is not required for the notice to be effective. To be effective, Customer’s opt-out notice must: (i) be sent from the email address associated with Customer’s Eyeclone account; (ii) include the full legal name of the individual submitting the notice; (iii) identify the full legal name of the Customer entity on whose behalf the notice is submitted; and (iv) include a clear statement that Customer wishes to opt out of the arbitration provision in this Agreement. Opt-out notices that do not satisfy all four requirements or that are received after the Opt-Out Deadline will not be effective. Eyeclone will send a written acknowledgment of receipt within five (5) business days of receiving a valid opt-out notice. If Customer does not receive an acknowledgment within that period, Customer should follow up with Eyeclone at legal@eyeclone.io to confirm receipt, as the absence of an acknowledgment may indicate that the notice was not received.

If Customer validly opts out in accordance with this Section 16.3: (i) the agreement to arbitrate in Section 16.2 will not apply to Customer or to Eyeclone with respect to any dispute arising under this Agreement; (ii) all other provisions of this Agreement, including the class action and representative action waiver in Section 16.4, the governing law and venue provisions in Section 16.7, and all limitation of liability provisions remain in full force and effect and are not affected by Customer’s opt-out; (iii) any dispute not subject to arbitration shall be resolved exclusively in the state or federal courts located in Palm Beach County, Florida, subject to Section 16.7; and (iv) the arbitration provision does not apply to the extent that applicable law in Customer’s jurisdiction of domicile confers a non-waivable right to litigate in court, as further described in Section 16.7.

If Customer previously exercised an arbitration opt-out under Eyeclone’s Terms of Use prior to accepting this Agreement, that opt-out applies only to disputes governed by the Terms of Use and does not constitute an opt-out under this Agreement. To opt out of arbitration under this Agreement, Customer must separately deliver a timely opt-out notice in accordance with this Section, within thirty (30) days of the date Customer’s organization first accepts this Agreement or completes the checkout process, whichever is earlier, regardless of any prior opt-out under the Terms of Use.

16.4 Class Action and Representative Action Waiver.

ALL CLAIMS MUST BE BROUGHT BY CUSTOMER IN CUSTOMER’S INDIVIDUAL CAPACITY ONLY. CUSTOMER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ARBITRATION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR MASS ARBITRATION. IF A COURT OR ARBITRATOR DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM MUST BE SEVERED AND LITIGATED IN COURT; ALL REMAINING CLAIMS SHALL STILL BE RESOLVED BY BINDING ARBITRATION. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT REQUIRED BY APPLICABLE LAW IN THE JURISDICTION WHERE CUSTOMER IS DOMICILED (INCLUDING CANADIAN PROVINCES), THE CLASS ACTION WAIVER ABOVE MAY NOT APPLY TO STATUTORY RIGHTS THAT CANNOT BE WAIVED BY CONTRACT.

16.5 Exceptions; Equitable Relief.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or in any case where injunctive relief is the only adequate remedy, without first completing the informal dispute resolution process. Eyeclone may also bring actions in court for collection of unpaid Fees.

16.6 Jury Trial Waiver.

TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.7 Governing Law; Venue.

This Agreement and any dispute arising out of or related to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. To the extent any dispute is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Palm Beach County, Florida. For Customers domiciled outside the United States, nothing in this Agreement prevents Customer from bringing a claim in the courts of Customer’s home jurisdiction where Customer has a statutory right to do so under applicable law that cannot be waived by contract. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply.

17. GENERAL PROVISIONS

17.1 Assignment.

Eyeclone may freely assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, sale of assets, or operation of law, without Customer’s consent. Customer may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder without Eyeclone’s prior written consent, and any such purported assignment without consent is void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

17.2 Force Majeure.

Eyeclone shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such failure results from circumstances beyond Eyeclone’s reasonable control, including acts of God, acts of government, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, internet service provider failures, power outages, cyberattacks, or unavailability of Third-Party AI Providers (“Force Majeure Events”). Eyeclone will provide notice to Customer of any Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event results in Platform unavailability for more than five (5) consecutive business days, Customer’s payment obligations for the affected Services shall be suspended on a pro-rata basis for the duration of such unavailability. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without penalty, and Eyeclone shall issue a pro-rated refund for any prepaid Fees covering the unused portion of the Subscription Term.

17.3 Export Compliance.

Customer agrees to comply with all applicable export control and trade sanctions laws, regulations, and requirements, including those of the United States. Customer represents that it is not located in, and will not use the Platform from, any jurisdiction subject to comprehensive U.S. economic sanctions, and that it is not a Specially Designated National or otherwise prohibited from accessing U.S.-origin software and services.

17.4 Marketing; Logo Use.

Eyeclone may use Customer’s name and logo for marketing and promotional purposes, including identifying Customer as a customer on Eyeclone’s website, in marketing materials, and in investor presentations, only upon Customer’s prior written approval (which may be granted by email). Customer may revoke any previously granted approval at any time by written notice to support@eyeclone.io; Eyeclone will cease using Customer’s name and logo in new materials within a commercially reasonable time after receipt of such notice.

17.5 Notices.

Legal notices under this Agreement must be in writing. Notices to Eyeclone must be sent to: Eyeclone LLC, 9011 Dulcetto Ct, Boca Raton, Florida 33496, Attention: Legal Department (for legal notices), or to legal@eyeclone.io (for legal matters) or support@eyeclone.io (for routine operational matters). Notices to Customer shall be sent to the email or mailing address associated with Customer’s account. Notices sent by certified mail or nationally recognized overnight courier are deemed received upon actual receipt. Notices sent by email are deemed received upon transmission with confirmation of delivery.

17.6 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, proposals, representations, and undertakings, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified or amended by Customer without the prior written consent of Eyeclone. In the event of any conflict between this Agreement and an Order Form or addendum, the Order Form or addendum controls with respect to the subject matter specifically addressed therein, unless it expressly states otherwise.

17.7 Severability.

If any provision of this Agreement is found invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.

17.8 Waiver.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No waiver is effective unless in writing and signed by a duly authorized representative of the waiving party.

17.9 Relationship of Parties.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party may bind the other without the other’s prior written consent.

17.10 Counterparts; Electronic Signature.

This Agreement may be accepted electronically, and electronic acceptance and electronic records shall have the same legal force and effect as a handwritten signature and paper agreement.

17.11 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates or is intended to create any rights, entitlements, or remedies in any other person or entity.

17.12 Interpretation.

For the purposes of this Agreement: (a) words in the singular include the plural and vice versa; (b) the words “including” and “includes” are deemed to be followed by “without limitation”; (c) a reference to a statute or regulation includes all amendments thereto; (d) headings are for convenience only and do not affect interpretation; and (e) this Agreement shall not be construed more strictly against either party as the drafter.

17.13 Injunctive Relief.

Customer acknowledges and agrees that any breach or threatened breach of Sections 3.6 (Restrictions), 8 (Ownership), or 9 (Confidentiality) would cause irreparable harm to Eyeclone for which monetary damages would be an inadequate remedy, and Eyeclone is therefore entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement of posting bond or other security and without prejudice to any other rights or remedies.

17.14 Attorneys’ Fees.

If Eyeclone is required to institute legal proceedings to collect unpaid Fees or to enforce its rights under this Agreement, and Eyeclone prevails, Customer shall reimburse Eyeclone for all costs of collection and enforcement, including reasonable attorneys’ fees.

CUSTOMER ACKNOWLEDGEMENT

BY CLICKING “I AGREE”, “ACCEPT”, “SUBSCRIBE”, “REGISTER”, “CREATE ACCOUNT” OR ANY SIMILAR BUTTON, CUSTOMER CONFIRMS THAT: (1) CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT IN ITS ENTIRETY; (2) CUSTOMER HAS HAD AN ADEQUATE OPPORTUNITY TO SEEK INDEPENDENT LEGAL COUNSEL REGARDING THIS AGREEMENT; (3) CUSTOMER AGREES TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION CLAUSE IN SECTION 16.2 AND THE CLASS ACTION WAIVER IN SECTION 16.4; AND (4) THE PERSON ACCEPTING THIS AGREEMENT HAS AUTHORITY TO BIND CUSTOMER TO ITS TERMS.

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