SUBSCRIPTION TERMS

These subscription terms (this “Agreement”) is entered into by and between Flint Technologies, Inc. (“Flint”) and you or the entity you represent (“Customer”) and governs Customer’s access and use of the Flint cloud-based platform (the “Platform”). This Agreement is effective as of the date Customer uses the Platform, pays for a subscription to the Platform (e.g., via Stripe link or otherwise), or otherwise indicates acceptance (e.g., via click-through or other electronic means) (the “Effective Date”).

Flint may make changes to this Agreement. If Flint makes changes, Flint may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Platform, or otherwise. Unless Flint says otherwise in its notice, the amended Agreement will be effective immediately, and Customer’s continued use of the Platform after Flint provides such notice will confirm Customer’s acceptance of the changes.

1. THE PLATFORM

Subject to the terms and conditions of this Agreement, Flint will provide Customer with access to the Platform. Customer must use the Platform in compliance with all applicable laws and regulations and related documentation.

2. FEES

Customer will pay all fees and charges for use of the Platform (“Fees”) in accordance with the payment terms disclosed to Customer. No refunds are granted, including on early termination of this Agreement. Flint may modify the Fees in its sole discretion on written notice to Customer.

3. TERM AND TERMINATION

This Agreement will begin on the Effective Date and continue in effect until expiration or termination of Customer’s subscription, unless earlier terminated in accordance with this Agreement. If one party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party, the non-breaching party may terminate this Agreement immediately on written notice to the breaching party; provided, that Flint may, on written notice to Customer, immediately terminate this Agreement or suspend access to the Platform if Customer breaches Section 4 or has failed to pay any undisputed Fees within ten (10) days after their due date. Upon the expiration or termination of this Agreement, (a) Customer will discontinue all use of the Platform, (b) Customer will pay all Fees owed, and (c) this sentence and Sections 4 through 11 will survive.

4. RESTRICTIONS

Customer will not modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Platform.

5. OWNERSHIP

Customer owns all right, title, and interest, including all intellectual property rights, in and to all data, content, information, and other materials provided by Customer or any user to the Platform (“Customer Data”). Flint owns all right, title, and interest, including all intellectual property rights, in and to the Platform. Additionally, Flint may derive analytics, insights, and/or data in providing the Platform (“Usage Data”) and will own all right, title, and interest, including intellectual property rights, in and to such Usage Data. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.

6. FEEDBACK

If Customer provides to Flint any suggestions, comments, or other feedback regarding the Platform (“Feedback”), Customer hereby grants to Flint the perpetual, irrevocable right to use and otherwise exploit the Feedback without restriction or any compensation or other consideration owed to Customer.

7. CONFIDENTIALITY; DATA

Both parties will maintain the confidentiality of and not disclose to any third party any non-public information disclosed by either party under this Agreement. Flint may use Customer Data for purposes of (a) providing and improving the Platform, (b) communicating with Customer, (c) deriving Usage Data, and (d) for any other lawful purpose.

8. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that Customer’s use of the Platform (including, without limitation, provision of Customer Data) does not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, or other rights.

9. WARRANTY DISCLAIMER

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND FLINT DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT ERROR OR INTERRUPTION. FLINT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

FLINT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID TO FLINT IN THE TWELVE (12) MONTHS BEFORE THE FIRST LIABILITY AROSE AND ASSOCIATED WITH THE ASPECT(S) OF THE PLATFORM GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL FLINT HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

11. PUBLICITY

Customer grants Flint the right to identify Customer as a Flint customer, and use Customer’s name, mark and logo on Flint’s website and in Flint’s marketing materials with respect to the same.

12. MISCELLANEOUS

This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to the Agreement raised by Customer will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and Customer agrees and submits to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Flint. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of a Customer purchase order or any other document that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.