Terms of Service

1.1 Description of the Services. Cuebric provides a browser-based AI-powered platform that enables Customers to convert 2D images into interactive 3D scenes (each, a “Scene”), including the ability to move assets, create and travel between cameras, adjust lighting, resize assets, render flat images, and export meshes.

1.2 Access and Use of Services. Subject to Customer’s ongoing compliance with this Agreement, Cuebric grants Customer a non-exclusive, non-transferable right, during the Term (as defined in Section 3.1 (Term)), to access and use the Services identified in each active Order solely for Customer’s internal business purposes and solely in accordance with the published documentation for the Services (“Documentation”). Customer’s right to access the Services is subject to Customer’s payment of all applicable fees and is limited to the duration of the applicable Subscription Term. Customer’s usage of certain features of the Services is limited to the number of credits per month specified in the applicable Order (the “Monthly Credit Allowance”), along with any other usage caps or limitations set forth in the applicable Order. Customer is solely responsible for ensuring that its systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Documentation.

1.3 Accounts. As part of the set-up process, Customer may be asked to create one or more accounts on the Services (each, an “Account”) and provide certain information as prompted in the account registration process. Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer’s Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify Cuebric of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Cuebric to remediate any issues resulting from, or related to, such unauthorized access or use. Cuebric will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer’s failure to comply with the above requirements.

1.4 AI Functionality. Customer acknowledges that the Services leverage artificial intelligence (“AI”) technology, including by using Customer Data to generate, modify, and refine output (“Output”). The Services incorporate a combination of Cuebric’s proprietary AI models and third-party AI models (collectively, “Third-Party AI Providers”). Cuebric does not control the Third-Party AI Providers and makes no representation or warranty regarding their performance, availability, or data handling practices. Due to the nature of AI technology, Output may be unpredictable, and may include inaccurate or imperfect responses. Before using any Output, Customer is solely responsible for reviewing the Output for accuracy, safety, and compliance with applicable laws. Customer assumes all responsibility for the Output. All Output will be deemed to be Customer Data that, as between Customer and Cuebric, is owned by Customer; provided, however, that nothing in this Agreement will be deemed to restrict Cuebric or the Services from independently providing the same or similar Output to any other customer or user based on the same or similar input from such other customer or user. For clarity, the foregoing sentence applies solely to output that is independently generated by the Services in response to another customer’s or user’s input and does not authorize Cuebric to reproduce, disclose, or distribute any Customer Data to any other customer or user. Customer is and will remain fully responsible and liable for the deployment of the Services for Customer’s use case and Customer acknowledges that Cuebric does not control how Customer deploys or implements the Services. Customer will at all times use the Services in compliance with applicable laws.

1.5 Restrictions. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) except as authorized by Cuebric, write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party’s product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies, or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) through (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, “EVRN Technology”).

1.6 Acceptable Use Policy. This section, and Customer’s use restrictions and obligations therein, is referred to in this Agreement as the “Acceptable Use Policy.” The Customer Data made accessible on the Services, including any data, models, content, text, and other materials that are collected, uploaded to, or otherwise provided to the Services by or on behalf of Customer, is the sole responsibility of Customer. This means that Customer, and not Cuebric, is solely responsible for all Customer Data that is accessible through the Services, including its accuracy, completeness, and suitability. Customer acknowledges that Cuebric has no obligation to pre-screen Customer Data, although Cuebric reserves the right in its sole discretion to pre-screen, refuse or remove any Customer Data from the Services, including if Cuebric believes it violates this Agreement or is otherwise objectionable. Customer further agrees, represents, and warrants that: (i) the Customer Data will not contain any content or material that is illegal, or include any content or material that violates, infringes, or misappropriates any third party’s intellectual property rights, constitutes an invasion of privacy or misappropriation of publicity rights, (ii) Customer will not use the Services or transmit Customer Data in a manner that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in any way, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, (iii) the Customer Data will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network, (iv) Customer will not send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (v) Customer will not use the Services to harvest, collect, gather or assemble information or data regarding third-party users, including email addresses, without their consent, (vi) Customer will not interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks, (vii) Customer will not attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means, (viii) Customer will not harass or interfere with any third-party user’s use and enjoyment of the Services, (ix) Customer will not use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services, and (x) Customer will not provide or make accessible on the Services any Customer Data that is otherwise objectionable to Cuebric in its sole discretion. Cuebric reserves the right (but has no obligation) to review, refuse and/or remove any Customer Data in its sole discretion, and to investigate and/or take appropriate action against Customer in Cuebric’s sole discretion if Customer violates the Acceptable Use Policy or any other provision of this Agreement or otherwise creates liability for Cuebric or any other person. Such appropriate action may include removing or modifying the Customer Data, terminating the Account in accordance with this Agreement, and/or reporting Customer to law enforcement authorities.

2.1 Fees. Fees for the Services are assessed on a per-credit basis. Customer may elect to subscribe to a recurring subscription to the Services (a “Subscription”) by executing an Order for such Services. Each Subscription tier grants Customer access to process up to its applicable Monthly Credit Allowance during each billing period. Unused credits in any given month do not carry over to subsequent months unless expressly stated in the applicable Order.

2.2 Welcome Tier. Cuebric may make certain features of the Services temporarily available to Customer at a flat reduced rate as a welcome offering (the “Welcome Tier”). Customer acknowledges and agrees that the Welcome Tier is subject to limitations, which may include restrictions on the number of Scenes that may be processed, the number of objects per Scene, storage capacity, and available features, in each case as set forth in the Documentation or the applicable Order. Cuebric reserves the right to modify, limit, or discontinue the Welcome Tier (or any aspect thereof) at any time in its sole discretion and without liability of any kind. Unless expressly indicated in the applicable Order: (i) Cuebric will be free to terminate or suspend Customer’s access to the Welcome Tier for any reason at any time and without liability of any kind, and (ii) any such access to the Welcome Tier is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied.

2.3 Subscription Tiers. Cuebric offers certain Subscription tiers, as further described on Cuebric’s “Subscription Plans” page available at evrn.world/plans (“Subscription Plans Page”). For the avoidance of doubt, each Subscription tier entitles Customer to process up to its applicable Monthly Credit Allowance during each billing period; Scenes processed in excess of the Monthly Credit Allowance may be subject to additional per-credit fees as set forth in the applicable Order. Please refer to the Subscription Plans Page for additional information.

2.4 Payment Terms. Customer agrees to pay to Cuebric the fees for each of the Services that Customer purchases or uses in accordance with the pricing and payment terms set forth in the applicable Order, consistent with the Subscription tier Customer has purchased. Fees and payment terms may be updated in accordance with the terms of this Agreement. Unless otherwise expressly set forth in the applicable Order, all recurring fees for Subscriptions will be billed to Customer in advance for the Monthly Credit Allowance applicable to the selected tier. Unless otherwise expressly set forth in the applicable Order, Customer’s Subscription will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer’s elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer’s Subscription in accordance with Section 3.3 (Termination of Subscriptions), or Customer’s Account is otherwise suspended or terminated pursuant to this Agreement. The applicable fees for any Renewal Subscription Terms (defined in Section 3.2 (Subscription Term; Automatic Renewal)) will be charged at Cuebric’s then-current published list price as set forth on the Subscription Plans Page, until the Subscription or this Agreement terminates in accordance with this Agreement. Cuebric reserves the right to change the terms, including pricing and Monthly Credit Allowances, for Subscriptions from time to time in accordance with Section 7.4 (Modifications to this Agreement). If Customer does not agree with such changes, Customer may terminate Customer’s Subscription in accordance with Section 3.3 (Termination of Subscriptions). Cuebric will use commercially reasonable efforts to notify Customer of these changes, including by sending a notice to an email address associated with Customer’s Account.

2.5 Payment Method. Customer will be billed for all amounts due under this Agreement using the payment method provided by Customer to Cuebric’s third-party payment processor at the time of sign-up; provided, however, that Customer may update its payment method by contacting Cuebric’s support team at support@evrn.world. Customer must provide current, complete, and accurate information for Customer’s billing account and promptly update all information to keep Customer’s billing account current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge Customer’s payment method, Cuebric reserves the right to retry billing Customer’s payment method. In the event that Customer or Cuebric (through Cuebric’s third-party payment service providers) update Customer’s credit card information to remedy a change in validity or expiration date, Cuebric may automatically resume billing Customer for its Subscription. Cuebric may suspend or cancel Customer’s access to the Services associated with Customer’s Subscription if Cuebric remains unable to successfully charge the payment method associated with Customer’s Account. Additionally, Cuebric may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

2.6 Automatic Renewal. Customer must terminate any automatically renewing Subscription at least five (5) days before it renews in accordance with this Agreement in order to avoid being charged for the upcoming billing period. By choosing an automatically renewing Subscription plan, Customer acknowledges and accepts this recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination. If there are no valid payment methods on file for Customer, Cuebric may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer’s receipt thereof.

2.7 Taxes. Prices do not include, and Customer must pay or reimburse Cuebric for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Cuebric’s net income). If Cuebric has a legal obligation to pay or collect sales tax for which Customer is responsible, Cuebric will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Cuebric with a valid tax exemption certificate acceptable to the appropriate taxing authority.

3.1 Term. This Agreement will start on the Effective Date and, unless terminated earlier in accordance with this Agreement, will remain in full force and effect while Customer retains access to or uses any feature of the Services (the “Term”). In the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.

3.2 Subscription Term; Automatic Renewal. The duration of Customer’s Initial Subscription Term for each Order will be as set forth in such Order and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (as applicable, a “Renewal Subscription Term”) until terminated or cancelled by Customer or Cuebric as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the “Subscription Term.”

3.3 Termination of Subscriptions. Unless otherwise set forth in an Order, either party may cancel any Subscription(s) under this Agreement by providing the other party with at least five (5) days’ notice of its intent to terminate prior to the end of the then-current Subscription Term. Customer should send notices of termination to support@evrn.world. If Customer cancels or Cuebric terminates a Subscription as set forth above, then Customer will continue to have access to the applicable features of the Services until completion of Customer’s then-current Subscription Term (or, if terminated within five (5) days of renewal, completion of the next Renewal Subscription Term), provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.

3.4 Termination for Cause. Cuebric may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to Cuebric. Additionally, either party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach, or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.

3.5 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to EVRN Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.6 (Restrictions), 2.4 (Payment Terms), 2.7 (Taxes), 3.5 (Effect of Termination), 3.6 (Suspension), and 4 (License; Ownership) through 7 (General Provisions).

3.6 Suspension. Cuebric reserves the right to suspend, terminate, or downgrade Customer’s access to or use of any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time as all amounts due under this Agreement are paid in full. In addition to the amount due for the Services, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, Cuebric reserves the right to suspend Customer’s access to the Services or any portion thereof at any time: (i) in the event that Cuebric suspects that Customer is using the Services in violation of this Agreement, or (ii) if Cuebric otherwise believes such action is reasonable to comply with any applicable law, regulation or court order.

4.1 Customer Data. Customer will retain ownership of all of its rights in any content, materials, data, or information that is uploaded, transmitted, or otherwise provided to the Services by or on behalf of, or at the direction of, Customer, including any Output generated through the Services (collectively, the “Customer Data”). As between Customer and Cuebric, all Output is owned by Customer. Cuebric is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Data (in whole or in part): (a) for the purposes of operating and providing the Services to Customer as described by this Agreement; and (b) to create de-identified data from the Customer Data (“De-Identified Data”). Cuebric may use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display De-Identified Data to train, fine-tune, and improve Cuebric’s AI and machine learning models.

4.2 Platform Data. Cuebric may collect, access, process, aggregate, and de-identify data derived from Customer’s use of the Services and Cuebric’s provision and operation of the Services and related systems and technologies, including Scene-level attributes (e.g., Scene type, spatial characteristics, object categories, and lighting conditions), log data, telemetry, and similar operational and usage information (collectively, “Platform Data”). Cuebric may use Platform Data for any business purpose, including to troubleshoot, operate, improve, and enhance the Services, and for development, diagnostic, security, corrective, statistical modeling, machine learning, product analytics, and regression analysis purposes, as well as to sell or license Platform Data to third parties. Platform Data will not include any personally identifiable information, Customer-specific identifiers, or raw Customer Data, and will be processed in a manner that prevents re-identification of individual Customers or their specific Scenes. Cuebric’s use and commercialization of Platform Data is not subject to any revenue sharing obligation to Customer. Customer hereby grants Cuebric a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable right and license to collect, process, aggregate, de-identify, use, and commercialize Platform Data as described in this section. For clarity, Platform Data is not Customer Data.

4.3 Data Privacy and Security. Cuebric will process Customer Data only as is reasonably necessary to provide the Services and as otherwise set forth in this Agreement. Cuebric will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Data against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Cuebric will not disclose, share, or otherwise make Customer Data accessible to any third party, except (a) as expressly authorized by Customer, (b) to Cuebric’s authorized subprocessors and service providers who are bound by written confidentiality and data protection obligations no less protective than those set forth herein, or (c) to Third-Party AI Providers solely to the extent necessary to process a Scene, subject to those providers’ confidentiality obligations. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties, and has reserved all rights, in each case, as may be required under applicable law or otherwise for Cuebric to process Customer Data to provide the Services as contemplated by this Agreement.

4.4 Customer Data Storage. Customer is solely responsible for backing up Customer Data and Cuebric expressly disclaims all warranties or obligations with respect to storage or back up of Customer Data. Without limiting the foregoing, Cuebric reserves the right to delete any and all Customer Data in its discretion. Upon Customer’s request during the Subscription Term, Cuebric will use commercially reasonable efforts to make Customer Data available for export in a commonly used, machine-readable format.

4.5 Ownership. Except for the limited rights granted in this Agreement, Cuebric hereby retains all right, title and interest, including all intellectual property rights, in and to the EVRN Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY CUEBRIC.

4.6 Feedback. Customer hereby grants to Cuebric and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer (collectively, “Feedback”), including any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the EVRN Technology or any portion thereof.

5.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Cuebric and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the “Cuebric Entities”) from and against any third-party claim, loss, or damage (including reasonable attorneys’ fees), arising out of or relating to: (i) any allegation that Cuebric’s use of the Customer Data in accordance with this Agreement infringes or misappropriates any third party’s intellectual property rights or violates applicable law, (ii) use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by Cuebric, including Customer Data, (iii) Customer’s violation of the terms of this Agreement, including Sections 1.5 (AI Functionality) or 1.6 (Restrictions) or the Acceptable Use Policy, or (iv) use of the Output. Cuebric will provide Customer with: (a) prompt written notice of; (b) control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer (each at Customer’s sole expense) in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Cuebric will at all times have the option to participate in any matter or litigation, including participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Cuebric’s own expense.

5.2 Cuebric Indemnity. Cuebric shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that Customer’s use of the Services as permitted under this Agreement infringes or misappropriates such third party’s United States patent, copyright, trademark, or trade secret rights. The foregoing obligation will not apply to the extent any claim arises from: (a) use of the Services in combination with any materials, data, software, content, or services not provided by Cuebric, including any Customer Data; (b) Customer’s modification of the Services or any component thereof; (c) Customer’s use of the Services other than in accordance with this Agreement and the Documentation; (d) Customer’s continued use of the allegedly infringing Services after Cuebric has provided Customer with a non-infringing alternative or has notified Customer of a modification or workaround; or (e) use of other than the then-current version of the Services, where the infringement would have been avoided by use of the then-current version. If the Services become, or in Cuebric’s reasonable opinion are likely to become, the subject of a claim of infringement, Cuebric may, at its sole option and expense: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that they become non-infringing without material diminution in functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the applicable Order and refund to Customer any prepaid, unused fees for the remainder of the then-current Subscription Term. This section states Cuebric’s sole liability, and Customer’s sole and exclusive remedy, with respect to any claim of intellectual property infringement relating to the Services.

6.1 Customer Warranties. Customer represents, warrants, and covenants that it has and will maintain during the Term all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, access, provide, provide access to, or request Cuebric access, disclose, or submit, any Customer Data and/or Feedback, and (ii) access and permit Cuebric to access on Customer’s behalf any Customer Data, as applicable.

6.2 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE EVRN TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY CUEBRIC OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; (ii) THE CUEBRIC ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE EVRN TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY CUEBRIC OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE. THE CUEBRIC ENTITIES DO NOT WARRANT ANY THIRD-PARTY CONTENT OR FUNCTIONALITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUEBRIC ENTITIES DO NOT WARRANT THAT THE EVRN TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS OR CONTENT MADE AVAILABLE THROUGH THE EVRN TECHNOLOGY (INCLUDING THE SERVICES) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE EVRN TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND CUEBRIC WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, INCLUDING ANY DECISIONS MADE BY CUSTOMER IN CONNECTION WITH THE SERVICES, REGARDLESS OF ANY RESULTS OR OUTPUT GENERATED BY THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUEBRIC ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S USE OF OR ACCESS TO THE EVRN TECHNOLOGY OR ANY OTHER OUTPUT, MATERIALS, DATA OR CONTENT THAT IS MADE AVAILABLE BY CUEBRIC OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF THE EVRN TECHNOLOGY (INCLUDING THE SERVICES) AND ANY OUTPUT, CONTENT, DATA OR MATERIALS THAT ARE ACCESSED OR OTHERWISE OBTAINED FROM CUEBRIC OR THROUGH THE EVRN TECHNOLOGY IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUEBRIC ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY OR ANY LOSS OF DATA OR CUSTOMER DATA.

6.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CUEBRIC ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CUEBRIC ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (I) AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE; OR (II) ONE HUNDRED DOLLARS ($100). EXCEPT FOR ANY ACTION BY CUEBRIC FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

7.1 Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Cuebric may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

7.2 Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its commercially reasonable efforts to correct such failure or delay in performance.

7.3 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York City, New York for any lawsuit filed there against Customer by Cuebric arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

7.4 Modifications to this Agreement. Cuebric may modify this Agreement from time to time by giving notice to Customer through Cuebric’s online user interfaces, by sending Customer an email to an email address associated with Customer’s Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last email address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Cuebric’s dispatch of the email containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by Cuebric (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon the earlier of (i) thirty (30) days after Cuebric’s notification or (ii) renewal of Customer’s current Subscription Term or entry into a new Order. If Cuebric specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies Cuebric in writing at support@evrn.world of Customer’s objection to the modifications within thirty (30) days after the date of such notice, Cuebric (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term, if any (after which time the modified Agreement will go into effect), or (b) allow Customer to terminate this Agreement. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version.

7.5 Export. Customer agrees that Customer will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the EVRN Technology or any technical information about the EVRN Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

7.6 Miscellaneous. This Agreement (together with all Orders) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to such subject matter. In the event of any conflict between the terms of an Order and the terms of this Agreement, the terms of this Agreement will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Cuebric to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted this Agreement. Except as set forth in Section 7.4 (Modifications to this Agreement), this Agreement may only be amended by a writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed. Notices to Customer shall be sent to the address set forth on the Order. Notices to Cuebric shall be given to support@evrn.world. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, or three (3) days after deposit in the mail. The relationship between the parties shall be that of independent contractors. Cuebric may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without such provision.