Upon adherence to the terms, conditions, and obligations outlined in this Agreement, Cyerus Corporation, registered in Texas, Dallas County, grants the Customer a non- exclusive, non-transferable, and limited license to access and utilize the Services as described in this Agreement. This use must align with the accompanying official documentation, policies, and support materials provided by Cyerus Corporation.

The Customer acknowledges that the pricing structure for the Services is determined by an estimated volume of voice interactions processed monthly. Cyerus Corporation will evaluate the Customer’s average usage on a quarterly basis. If the Customer's actual usage exceeds the estimated amount, resulting in placement within a higher pricing tier, Cyerus Corporation reserves the right to adjust the Customer’s fees accordingly for future billing periods. There will be no retroactive charges for past overages.

Cyerus Corporation will deliver customer support services in compliance with the standards and processes outlined in Exhibit A or any updated support policy provided.

Cyerus Corporation may, at its discretion, introduce improvements, new features, or updates (“Enhancements”) to the Services as part of its ongoing development process. Any such enhancements will be governed by the terms of this Agreement upon release.

The Customer understands that effective use of the Services depends on reliable access to telecommunications networks and Internet connectivity. It is the Customer's responsibility to procure and sustain these essential services, along with any associated hardware or software. Cyerus Corporation shall not be held liable for data loss, service disruptions, or system failures caused by external connectivity issues or network performance shortcomings.

The Customer shall procure and maintain all necessary hardware, software, and network resources required to access and operate the Services. This includes but is not limited to servers, operating systems, and Internet-enabled devices. Additionally, the Customer is accountable for the secure management of account credentials, including administrative and user-level passwords, and ensuring authorized use only. Cyerus Corporation assumes no responsibility for damages resulting from compromised account security due to Customer negligence.

The Customer agrees to use the Services solely as intended and in full compliance with applicable laws. Any of the following actions are strictly prohibited:

• a)

  Attempting to reverse-engineer, disassemble, decode, or otherwise derive the underlying code or structure of the Services;

• b)

  Altering, adapting, or creating derivative works based on the Services;

• c)

  Selling, leasing, distributing, sublicensing, or transferring access to the Services without prior written consent;

• d)

  Allowing unauthorized third-party access or use of the Services;

• e)

  Removing or modifying proprietary notices, logos, or branding associated with the Services;

• f)

  Using the Services to develop competing products or services;

• g)

  Disrupting the normal functioning of the Services through malicious actions such as hacking or introducing harmful software;

• h)

  Circumventing security protocols intended to restrict access to protected systems and resources;

• i)

  Scraping, crawling, or data-mining the Services using automated processes such as bots or spiders without prior authorization;

• j)

  Engaging in any conduct that violates relevant laws, regulations, or third-party rights.

Cyerus Corporation welcomes constructive feedback from the Customer on its Services, including recommendations for improving performance, usability, or operational efficiency (“Feedback”). By providing such Feedback, the Customer acknowledges that Cyerus Corporation is entitled to use, incorporate, and retain all intellectual property rights associated with the Feedback without any financial or contractual obligation to the Customer.

Cyerus Corporation retains full ownership, rights, and title to the Services, including any improvements, enhancements, and customizations made during the course of this Agreement. This includes but is not limited to:

• a)

  The Services and their underlying technology, algorithms, and intellectual property used to develop, support, and operate the Services.

• b)

  All documentation, training materials, video content, and related guides created by Cyerus Corporation concerning the Services.

• c)

  Any updates, modifications, or changes made to the Services at Cyerus Corporation's sole discretion, which shall remain its exclusive property.

Additionally, Cyerus Corporation commits to ensuring its Services adhere to industry accessibility standards and are continuously improved to support users, including those with disabilities, using commercially reasonable effors

The Customer retains ownership of all data generated through its use of the Services, including but not limited to voice recordings, call records, and associated transcripts (“Customer Data”). However, the Customer acknowledges and agrees that:

• a)

  Cyerus Corporation may collect, process, and store Customer Data, including audio recordings and transcripts, for the limited purpose of improving, enhancing, and maintaining the Services.

• b)

  Cyerus Corporation may utilize anonymized and aggregated data to enhance its offerings, provided such data does not reveal the Customer’s identity or violate applicable privacy laws.

This Agreement begins on the Effective Date and includes an initial 30-day evaluation period ("Pilot Period") during which the Customer may test the Services. If the Customer decides not to continue, they must provide written notice ("Pilot Period Termination Notice") before the end of the Pilot Period.

If no termination notice is received during the Pilot Period, the Agreement will automatically renew for an additional 30-day period and continue to renew monthly unless otherwise terminated in accordance with this Agreement. Either Party may notify the other with at least 30 days’ written notice if they intend to discontinue the Services beyond the current billing cycle.

If either Party materially breaches this Agreement, the non-breaching Party has the right to terminate the Agreement if the breach is not remedied within 30 days after receiving written notice. For payment-related breaches, the cure period is reduced to 10 days.

Cyerus Corporation reserves the right to terminate this Agreement immediately upon written notice if the Customer breaches any usage restrictions outlined in Section 1.7 of this Agreement. No cure period will be provided in such cases.

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• a)

  Admits in writing its inability to meet its financial obligations or pay debts as they become due.

• b)

  Is declared bankrupt or becomes insolvent.

• c)

  Voluntarily or involuntarily enters liquidation, ceases business operations, or transfers assets for the benefit of creditors.

• d)

  Files for bankruptcy or similar relief under applicable federal or state laws.

• e)

  Fails to dismiss an involuntary bankruptcy petition within 30 days of its filing.

• f)

  Experiences the appointment of a trustee, receiver, or similar fiduciary for a significant portion of its assets or business operations.

Upon termination or expiration of this Agreement:

• a)

  All rights and licenses granted to the Customer under this Agreement shall immediately terminate.

• b)

  The Customer must promptly settle any outstanding payments owed to Cyerus Corporation, including fees accrued before termination.

• c)

  Both Parties must return or permanently destroy all Confidential Information received from the other Party, except where retention is legally required.

The Customer agrees to pay the fees associated with the Services as outlined in the signed Order Form (“Fees”). Unless specified otherwise in the Order Form, all fees will be billed in advance on a monthly basis and must be paid in U.S. dollars within thirty (30) calendar days from the date the invoice is issued.

If payment is not received by the due date, Cyerus Corporation reserves the right to charge interest on any outstanding balance at a rate of 1.5% per month or the maximum allowable amount under applicable law, whichever is lower. Payments made under this Agreement are non-refundable and are not subject to set-off or adjustment.

In the event of unpaid invoices beyond the due date, the Customer agrees to reimburse Cyerus Corporation for reasonable expenses incurred during collection efforts, including attorney fees and related costs.

The Customer is responsible for paying all applicable taxes related to the Services, including but not limited to sales tax, value-added tax (VAT), excise tax, goods and services tax (GST), and other similar charges that may be imposed by governmental authorities. These taxes will be added to the invoices unless the Customer provides a valid tax exemption certificate. Cyerus Corporation shall remain solely responsible for taxes based on its net income.

Each Party represents, warrants, and agrees that:

• a)

  It possesses the legal authority, capacity, and full power to enter into this Agreement and fulfill its obligations as outlined herein.

• b)

  The execution, delivery, and performance of this Agreement do not breach or violate any existing contracts, legal obligations, judgments, or applicable laws.

• c)

  This Agreement constitutes a valid, enforceable, and legally binding obligation upon execution by both Parties.

The Customer further represents, warrants, and agrees that:

• a)

  The Customer, including its employees and representatives, will comply with all relevant federal, state, and local laws, rules, and regulations while using the Services.

• b)

  The Customer has the legal right to grant Cyerus Corporation the necessary permissions to process Customer Data, including personal information, as required to deliver the Services. This transfer shall not violate any third-party rights, intellectual property laws, or applicable privacy regulations.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BOTH PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Customer acknowledges that the Services are provided "AS IS" and "AS AVAILABLE." Cyerus Corporation does not guarantee that the Services will be uninterrupted, error-free, or that they will function continuously without technical issues. Cyerus Corporation makes no assurances regarding operational performance, data accuracy, availability, or compatibility with specific third-party systems or hardware.

Additionally, Cyerus Corporation does not guarantee specific features such as TTY (Text Telephone) or other similar user-assisted functionalities. In scenarios where voice agents fail to respond, calls will be transferred to the Customer’s designated representatives or preferred communication platform, as configured.

The Customer agrees to indemnify, defend, and hold harmless Cyerus Corporation, its affiliates, and their respective officers, directors, employees, contractors, suppliers, agents, and assigns from any third-party claims, demands, actions, or proceedings (collectively, “Claims”), including all resulting liabilities, losses, damages, judgments, settlements, legal costs, and attorneys’ fees, arising from:

• a)

  The Customer’s use or misuse of the Services, except when such Claims are covered under Cyerus Corporation’s obligations described in Section 6.2; and

• b)

  Any breach of the Customer’s representations, warranties, obligations, or responsibilities outlined in this Agreement.

Cyerus Corporation agrees to indemnify, defend, and hold harmless the Customer, its affiliates, and their respective officers, directors, employees, contractors, suppliers, agents, and assigns from any Claims alleging that the Services infringe upon a registered U.S. patent or any third-party intellectual property rights. However, Cyerus Corporation’s obligation to indemnify shall not apply if such Claims result from:

• a)

  The Customer’s use of data, materials, or technology not developed, supplied, or authorized by Cyerus Corporation;

• b)

  Any changes, alterations, or modifications made to the Services without prior written consent from Cyerus Corporation;

• c)

  The Customer’s integration of third-party products, components, or services with the Services without prior written approval;

• d)

  The Customer’s continued use of Services after receiving notice of alleged infringement and recommended modifications; or

• e)

  The Customer’s failure to comply with the terms and conditions of this Agreement.

The Party seeking indemnification ("Indemnified Party") must promptly notify the other Party ("Indemnifying Party") of any Claim subject to indemnification. The Indemnifying Party shall assume responsibility for the defense and settlement negotiations of such Claims, provided that:

• a)

  No settlement or compromise involving any obligations other than monetary payments shall be made without prior written approval from the Indemnified Party.

• b)

  The Indemnified Party may participate in the defense or settlement of the Claim at its own expense to protect its interests.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT AS EXPRESSLY COVERED UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS OR IN CASES OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT:

(A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF PROCURING SUBSTITUTE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM CONTRACT, TORT, OR OTHER LEGAL CLAIMS AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) CYERUS CORPORATION’S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.

Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) may disclose confidential business, technical, or financial information related to its operations (“Proprietary Information”).

For Cyerus Corporation, Proprietary Information includes, but is not limited to:

• Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) may disclose confidential business, technical, or financial information related to its operations (“Proprietary Information”).

For the Customer, Proprietary Information includes, but is not limited to:

• Customer Data provided to Cyerus Corporation during service delivery, including voice recordings, call logs, communication records, and other relevant data shared to facilitate the performance of the Services.

• a)

  Exercise a reasonable level of care, at least as protective as its own confidentiality practices, to safeguard the Disclosing Party's Proprietary Information.

• b)

  Use the Proprietary Information solely for purposes related to fulfilling its obligations under this Agreement.

• b)

  Refrain from disclosing the Proprietary Information to any third party, except as expressly permitted under this Agreement or with the Disclosing Party’s prior written consent.

The obligations outlined in this section shall not apply to information that the Receiving Party can demonstrate through written evidence:

• Was or becomes publicly known through no unauthorized act or omission by the Receiving Party.

• Was lawfully in the Receiving Party’s possession before being disclosed by the Disclosing Party.

• Was legitimately received from a third party without confidentiality restrictions.

• Was independently developed by the Receiving Party without use of or reliance on the Disclosing Party’s Proprietary Information.

• Is required to be disclosed under applicable law or government regulation, provided that the Receiving Party gives the Disclosing Party prompt prior notice (if legally permitted) to allow an opportunity to seek a protective order or otherwise challenge the disclosure.

The terms and conditions of this Agreement are deemed confidential by both Parties. Neither Party shall disclose these terms to any third party except:

• Advisors, accountants, attorneys, investors, potential investors, and acquirers who

• have a legitimate need to know such information. Any third party that has executed a confidentiality agreement with obligations similar to those contained herein or is bound by a professional obligation to maintain confidentiality.

• a)

  Customer Data Ownership.​ The Customer retains all ownership, rights, title, and interest in Customer Data provided to or generated through the Services. Cyerus Corporation shall only access or use Customer Data as explicitly permitted by this Agreement or required by applicable law.

• b)

  Cyerus Corporation Intellectual Property.​ Cyerus Corporation retains exclusive ownership of all intellectual property related to the Services, including:

• Software, algorithms, and technological systems used to develop or support the Services.

• Enhancements, improvements, or modifications made to the Services.

• Proprietary inventions, methodologies, and technologies created as part of service implementation or customer support.

Notwithstanding any provisions to the contrary, Cyerus Corporation reserves the right to collect and analyze usage data, system performance metrics, and related operational information, including anonymized Customer Data, to improve, develop, and enhance its services.

During and after the Agreement term, Cyerus Corporation may:

• Use such data for internal purposes such as improving service functionality, conducting diagnostics, resolving technical issues, and implementing corrective measures.

• Disclose aggregated or de-identified data that cannot be traced back to the Customer for research, business analytics, marketing, or service development purposes.

Both Parties acknowledge that they are independent contractors. Neither Party’s personnel shall be considered employees, agents, or legal representatives of the other Party for any purpose, including but not limited to tax, legal, or contractual obligations. No Party has the authority to make binding commitments, representations, or contracts on behalf of the other Party unless expressly authorized in writing. This Agreement shall not be interpreted as creating any form of joint venture, partnership, employment, franchise, or agency relationship.

All legal notices or other communications required or allowed under this Agreement shall be provided in writing. Notices shall be delivered either:

Notices shall be sent to the addresses specified by each Party unless one Party notifies the other of a change in its contact address.

• In person (effective upon receipt);

• By first-class mail, postage prepaid (effective upon deposit in the mail); or

• Via an internationally recognized courier service (effective upon confirmed delivery).

Cyerus Corporation may reference the Customer’s name and logo for marketing purposes, including listing the Customer as a client on its official website and promotional materials, provided the usage is limited to factual and non-disparaging representations. Any press releases or marketing campaigns mentioning the Customer beyond such usage will require prior written consent from the Customer.

This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to its conflict of laws principles. Any disputes, claims, or legal proceedings arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Dallas County, Texas. Both Parties consent to the personal jurisdiction of such courts and waive any objection based on inconvenient forum.

Neither Party shall be held liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to: natural disasters, fires, floods, pandemics, cyberattacks, power outages, acts of war, terrorism, civil unrest, strikes, government restrictions, or legal regulations. In such cases, the affected Party must notify the other Party promptly and use reasonable efforts to resume performance as soon as possible.

This Agreement, including its Exhibits and referenced documents, represents the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements, oral or written. This Agreement benefits only the Parties and their respective successors or permitted assigns. No third party shall have any rights, claims, or benefits under this Agreement unless explicitly stated otherwise.

This Agreement may be executed in multiple counterparts, including digital or scanned copies, which shall collectively constitute one legally binding document. The headings in this Agreement are for reference only and do not affect the interpretation of the terms.

The terms "include," "includes," and "including," whether capitalized or not, shall be interpreted as "including, but not limited to." Both Parties acknowledge that they have participated equally in drafting this Agreement, and no ambiguity or interpretation rule favoring one Party shall apply.

Any modification, amendment, or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both Parties. A Party’s failure or delay in enforcing any provision shall not constitute a waiver of future enforcement rights.

If any provision of this Agreement is determined to be unlawful, invalid, or unenforceable, the remaining provisions shall remain fully enforceable and binding.

Neither Party may assign, transfer, or delegate its rights or obligations under this Agreement without prior written consent from the other Party, except in the case of a merger, acquisition, or sale of substantially all assets of the assigning Party (“Change of Control”).

In such an event, this Agreement shall bind and benefit the respective successors and permitted assigns of both Parties. Any attempted assignment in violation of this provision shall be null and void.

Unless stated otherwise, all consents, approvals, and authorizations required under this Agreement must be given in writing and shall not be unreasonably withheld. Each Party agrees to provide reasonable cooperation, documents, and assurances necessary to fulfill the obligations outlined in this Agreement.

The Parties recognize that all remedies provided in this Agreement are cumulative and in addition to other rights and remedies provided by law, equity, or otherwise.

The following provisions shall survive termination or expiration of this Agreement:

• Section 1.7 (Restrictions on Use)

• Section 1.8 (Feedback)

• Section 3.4 (Effect of Termination)

• Section 5.3 (Disclaimer)

• Articles 2 (Proprietary Rights), 6 (Indemnification), 7 (Limitation of Liability), 8 (Confidential Information), and 9 (General Provisions).

Cyerus Corporation shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant regulations.

The Customer is solely responsible for ensuring compliance with applicable data privacy laws when collecting, transmitting, and storing personal data through the Services, including obtaining necessary user consents.

Cyerus Corporation will implement industry-standard technical and organizational security measures to protect data against unauthorized access, loss, alteration, or destruction. However, the Customer acknowledges that absolute data security cannot be guaranteed.

In the event of a data breach involving the Customer’s data, Cyerus Corporation will notify the Customer without undue delay after becoming aware of the breach, including details of the breach and measures taken to address it.

All intellectual property rights related to the Services, including software, algorithms, designs, trademarks, patents, and proprietary technology, remain the exclusive property of Cyerus Corporation.

The Customer retains ownership of all proprietary data, materials, and information submitted to or generated through the Services. Cyerus Corporation shall access or use such data only as necessary to perform its obligations under this Agreement.

Nothing in this Agreement shall be construed as granting either Party any ownership or licensing rights in the other Party’s intellectual property unless explicitly stated.

Both Parties shall comply with all applicable federal, state, local, and international laws, rules, and regulations relevant to the execution and delivery of Services under this Agreement.

The Customer agrees not to export, re-export, or transfer the Services in violation of applicable export control laws, including U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

Cyerus Corporation guarantees [Insert %] uptime for the Services, excluding scheduled maintenance or events beyond its control.

Support issues will be categorized by severity, with defined response and resolution timelines outlined in Exhibit A: Support Terms.

If Cyerus Corporation fails to meet the agreed SLA targets, the Customer may qualify for service credits as described in the SLA policy. Service credits are the Customer’s sole and exclusive remedy for any breach of SLA obligations.

In the event of a dispute, both Parties agree to engage in good-faith negotiations to resolve the matter within [30] days from the date either Party notifies the other of the dispute.

If the dispute is not resolved through negotiation, it shall be referred to binding arbitration under the rules of [Arbitration Association Name] in [Location]. The arbitration ruling shall be final and binding on both Parties.

Notwithstanding the foregoing, either Party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable harm, including breaches related to intellectual property or confidentiality.

Either Party may terminate this Agreement for any reason upon providing [X] days written notice to the other Party.

Cyerus Corporation may terminate this Agreement immediately if the Customer:

• Fails to comply with its obligations.

• Uses the Services unlawfully or violates this Agreement.

• Engages in fraudulent activities or breaches intellectual property rights.

Upon termination, the Customer shall cease all use of the Services and pay any outstanding fees. Cyerus Corporation may retain anonymized Customer Data solely for service improvement and legal compliance.

Both Parties shall maintain appropriate insurance coverage, including:

• General Liability Insurance: Covering personal injury, property damage, and related claims.
• Cybersecurity Insurance: Covering data breaches, cyberattacks, and IT system failures.

Upon request, either Party shall provide proof of active insurance policies and notify the other of any changes or lapses in coverage.

Both Parties agree to comply with all anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, and shall not offer, accept, or engage in any form of bribery or unlawful incentive.

Cyerus Corporation is committed to equal opportunity and non-discrimination in providing its Services. This includes no discrimination based on race, gender, religion, disability, or any legally protected status.

Neither Party may assign or transfer its rights or obligations under this Agreement without prior written consent from the other Party, except in the case of mergers, acquisitions, or transfers of all assets.

Cyerus Corporation may engage subcontractors to provide certain aspects of the Services, provided that such subcontractors are bound by confidentiality, data protection, and performance standards consistent with this Agreement.

The following exhibits are incorporated by reference into this Agreement:

• Exhibit A: Support and Service Levels
• Exhibit B: Pricing and Payment Terms
• Exhibit C: Data Processing Addendum (if applicable)
• Exhibit D: SLA Policy