Terms and Conditions for HAM Partners Inc

This Agreement forms a legally binding contract between you (the "Customer") and HAM Partners Inc ("HAM Partners Inc," "HAM," "Provider," "we," "our," or "us"), with its principal place of business at 8 The Green STE A, Dover, 19901.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BUTTON INDICATING ACCEPTANCE, OR BY EXECUTING A SUBSCRIPTION CONFIRMATION THAT REFERENCES THIS AGREEMENT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE THE AUTHORITY TO BIND SUCH ENTITY OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Service

1.1 Access and Use

During the Subscription Period and subject to any applicable Use Limitations, HAM Partners Inc. grants the Customer a limited, non-exclusive, non-transferable right to (a) access and use the Cloud Service; and (b) use the Software and Documentation solely as needed to access and use the Cloud Service for its internal business purposes and subject to the terms of this Agreement.

1.2 Support

During the Subscription Period, HAM Partners Inc. will provide Technical Support as specified in this Agreement.

1.3 User Accounts

The Customer is responsible for all actions taken under Users' accounts and for ensuring compliance with this Agreement. The Customer and Users must protect the confidentiality of their passwords and login credentials. The Customer must promptly notify HAM Partners Inc. if it suspects or becomes aware of any unauthorized access, compromise, or misuse of accounts, passwords, or credentials.

1.4 Affiliates

Individuals from the Customer's Affiliates may access the Customer's account as Users under this Agreement, provided they are authorized by the Customer. The Customer is responsible for its Affiliates' compliance with this Agreement. If a Customer's Affiliate enters into a separate agreement with HAM Partners Inc., it creates a separate agreement, with HAM Partners Inc. having distinct responsibilities to that Affiliate.

1.5 Feedback and Usage Data

The Customer may provide Feedback to HAM Partners Inc., which is given "AS IS." The Customer grants HAM Partners Inc. a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit all Feedback without any restriction or obligation. Additionally, HAM Partners Inc. may collect and analyze Usage Data to maintain, improve, and enhance its products and services, provided that such Usage Data is aggregated and does not identify the Customer or Users.

1.6 Customer Content

The Customer grants HAM Partners Inc. a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable license to copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content.

1.7 Service Updates

From time to time, HAM Partners Inc. may provide upgrades, patches, enhancements, or fixes for the Product without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement. HAM Partners Inc. may cease supporting old versions or releases of the Product at its sole discretion, provided it uses commercially reasonable efforts to give the Customer reasonable prior notice of major changes.

1.8 Artificial Intelligence Features

HAM Partners Inc. may use artificial intelligence or machine learning within the Services to analyze data and generate insights, recommendations, forecasts, anomaly detection, or other automated outputs ("Artificial Intelligence Output"). Artificial Intelligence Output is informational only. HAM Partners Inc. does not guarantee the accuracy, completeness, or suitability of any such output, and the Customer remains responsible for evaluating results and business decisions.

HAM Partners Inc. may use aggregated and anonymized usage patterns to improve its AI capabilities, provided such data does not identify the Customer or Users. HAM Partners Inc. does not use Customer Content or Personal Data to train external models or third-party AI systems, and all AI processing remains subject to the Data Processing Addendum.

Customer is responsible for ensuring that Artificial Intelligence Output is not used as the sole basis for any decision that produces legal or similarly significant effects on individuals, and must implement appropriate human review where required by Applicable Laws.

Customer may not use Artificial Intelligence Output to build, train, or support competing AI or analytics products.

1.9 Free Trials and Beta Features

HAM Partners Inc. may offer free trials, beta features, sandbox environments, or limited-time access to certain functionality. These offerings are provided "as-is" and "as-available," without warranties or guarantees of uptime or performance, and may be modified, suspended, or terminated at HAM Partners Inc.'s sole discretion. Any Customer Content submitted during a trial or beta period may be deleted when the period ends. The Customer assumes all risk associated with the use of trial or beta features.

2. Restrictions & Obligations

2.1 Restrictions on Customer

Except as expressly permitted by this Agreement, the Customer will not (and will not allow anyone else to):

• (i) Reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);
• (ii) Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others (other than Users) to access or use the Product;
• (iii) Remove or alter any proprietary notices or labels from the Product (or any portion thereof);
• (iv) Copy, modify, translate, or create derivative works of the Product;
• (v) Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;
• (vi) Access accounts, information, data, or portions of the Product to which the Customer does not have explicit authorization, or bypass any measures HAM Partners Inc may use to prevent or restrict access to the Product;
• (vii) Use the Product to develop a competing service or product;
• (viii) Use the Product with any High Risk Activities or with activity prohibited by Applicable Laws;
• (ix) Use the Product to obtain unauthorized access to anyone else's networks or equipment;
• (x) Upload, submit, or otherwise make available to the Product any Customer Content to which the Customer and Users do not have the proper rights or which infringes, misappropriates, dilutes, or violates any third-party intellectual property rights or other proprietary rights; or
• (xi) "Crawl," "scrape," or "spider" any page, data, or portion of or relating to the Product, whether through manual or automated means.

2.2 Competitive Use Restriction

Customer represents that it is not a direct competitor of HAM Partners Inc. Customer may not use the Product or any information derived from the Product for benchmarking, competitive analysis, reverse engineering of features or strategy, or to build, train, or support a competing product or service. Any breach of this Section 2.2 is a material breach of the Agreement and entitles HAM Partners Inc to suspend or terminate access to the Product immediately.

3. Suspension

3.1 Suspension

If the Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer) or Section 2.2 (Competitive Use Restriction); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others (including creating a material security risk), then HAM Partners Inc may temporarily suspend the Customer's access to the Product with or without notice. HAM Partners Inc will attempt to inform the Customer before suspending access and will reinstate access only if the Customer resolves the underlying issue.

4. Privacy & Security

4.1 Personal Data

If HAM Partners Inc has provided the Customer with a Data Processing Addendum (the "DPA"), the terms of the DPA are incorporated herein by reference and will control each party's rights and obligations as to Personal Data, including in the event of any conflict with this Agreement.

4.2 Prohibited Data

The Customer will not (and will not allow anyone else to) submit the following categories of data to the Product unless expressly authorized in writing by HAM Partners Inc.:

• (a) protected health information regulated under HIPAA or similar health data laws;
• (b) payment card numbers, banking information, or financial account credentials subject to PCI-DSS;
• (c) personal data relating to children under 13 (or under 16 where applicable law requires consent);
• (d) government-issued identification numbers (including SSN, passport numbers, driver licenses, or national ID);
• (e) biometric, genetic, racial or ethnic origin, religious belief, sexual orientation, or union membership data; or
• (f) any other data defined as "special category" or "sensitive" personal data under Applicable Data Protection Laws (collectively, "Prohibited Data").

HAM Partners Inc. has no obligation or liability relating to Prohibited Data submitted in violation of this section. Customer is solely responsible for its submission, use, and legal compliance associated with any Prohibited Data.

4.3 Security

HAM Partners Inc. maintains internal security controls and applies commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Product and Customer Content. HAM Partners Inc. is not responsible for unauthorized access to Customer Content or unauthorized use of the Product unless such access or use results from HAM Partners Inc.'s gross negligence or willful misconduct.

4.4 Third-Party Services and Integrations

The Product may rely on or integrate with third-party platforms and services (including, without limitation, ecommerce platforms, marketing tools, billing providers, analytics systems, and advertising networks). HAM Partners Inc is not responsible for any unavailability, delays, inaccuracies, outages, or data loss caused by such third-party services, their APIs, changes to their functionality, or their security incidents.

4.5 Data Accuracy and Requests

The Product depends on data provided by the Customer and by third-party platforms. HAM Partners Inc does not guarantee the completeness or accuracy of such external data. HAM Partners Inc will use commercially reasonable efforts to respond to Customer requests to access or delete Customer Content, subject to technical and legal limitations. Deletion upon termination is handled as described in Section 6.4.

5. Payment & Taxes

5.1 Fees and Invoices

All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. HAM Partners Inc will send invoices for fees applicable to the Product once per Invoice Period in advance, starting on the Subscription Start Date. HAM Partners Inc may modify fees for any renewal Subscription Period by providing Customer at least thirty (30) days' prior written notice before the end of the then-current Subscription Period. Fee changes will not apply retroactively to an ongoing Subscription Period.

5.2 Payment

The Customer will pay HAM Partners Inc the fees and applicable taxes in each invoice in U.S. Dollars within the Payment Period. Past due invoices are subject to interest on any outstanding balance at the lesser of 1.5% per month or the maximum amount permitted by law.

5.3 Taxes

The Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, as specified in an invoice. The Customer is not responsible for HAM Partners Inc's income taxes.

5.4 Payment Dispute

If the Customer has a good-faith disagreement about the amounts charged on an invoice, the Customer must notify HAM Partners Inc about the dispute during the Payment Period and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period.

6. Term & Termination

6.1 Subscription Period

Each Subscription Confirmation will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for successive Subscription Periods unless either party gives at least thirty (30) days' written notice of non-renewal before the end of the then-current Subscription Period.

6.2 Agreement Term

This Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended.

6.3 Termination

Either party may terminate this Agreement if the other party:

• (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach;
• (b) dissolves or stops conducting business without a successor;
• (c) makes an assignment for the benefit of creditors; or
• (d) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.4 Effect of Termination

Termination of this Agreement will automatically terminate all Subscription Confirmations. Upon expiration or termination of this Agreement:

• The Customer will no longer have any right to access or use the Product, Technical Support, or Professional Services;
• Upon the Customer's request, HAM Partners Inc will delete Customer Content within 60 days and will provide written confirmation once deletion is completed;
• Each Recipient will return or destroy the Discloser's Confidential Information in its possession or control; and
• HAM Partners Inc will submit a final invoice for all outstanding fees accrued before termination, and the Customer will pay the invoice according to Section 5.

6.5 Survival

The following sections will survive expiration or termination of the Agreement: Section 1.5 (Feedback and Usage Data), Section 1.6 (Customer Content), Section 2.1 (Restrictions on Customer), Section 2.2 (Competitive Use Restriction), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), Section 13 (General Terms), Section 14 (Definitions), and any portions of a Subscription Confirmation referenced by these sections.

7. Representations & Warranties

7.1 Mutual

Each party represents and warrants to the other that:

• (a) It has the legal power and authority to enter into this Agreement;
• (b) It is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin;
• (c) It will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and
• (d) It will comply with the additional warranties as set forth in Section 7.2 or Section 7.3, as applicable.

7.2 From Customer

The Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

7.3 From HAM Partners Inc

HAM Partners Inc represents and warrants to the Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.

7.4 Provider Warranty Remedy

If HAM Partners Inc breaches a warranty in Section 7.3, the Customer must give HAM Partners Inc notice (with enough detail for HAM Partners Inc to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, HAM Partners Inc will attempt to restore the general functionality of the Cloud Service or reperform the Professional Services, as applicable. If HAM Partners Inc cannot resolve the issue, the Customer may terminate the affected Subscription Confirmation, and HAM Partners Inc will pay the Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

8. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE WARRANTIES IN SECTION 7, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRODUCT (INCLUDING ANY BETA VERSIONS) AND CUSTOMER CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND PROVIDER AND CUSTOMER DO NOT MAKE ANY, AND EACH HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND CUSTOMER CONTENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Insights, forecasts, benchmarks, or recommendations provided through the Product are for informational purposes only. The Customer is solely responsible for decisions made based on such information, and HAM Partners Inc will not be liable for any lost profits, revenue, or other business loss arising from the Customer's reliance on analytics or outputs from the Product.

9. LIMITATION OF LIABILITY

9.1 LIABILITY CAPS

EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO HAM PARTNERS INC. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO PRICING AGREEMENT OR SUBSCRIPTION CONFIRMATION SPECIFIES A LIABILITY CAP, THIS DEFAULT CAP APPLIES.

9.2 DAMAGES WAIVER

EACH PARTY'S LIABILITY FOR ANY CLAIM OR LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, COSTS OF DELAY, LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE.

9.3 Exceptions

The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any claims relating to a party's fraud, gross negligence, or willful misconduct in connection with this Agreement.

10. Indemnification

Customer agrees to indemnify HAM Partners Inc, each HAM Partners Inc affiliate, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities (including third-party claims and liabilities), damages, losses, costs, and expenses (including attorneys' fees) arising out of or relating to (i) any breach by Customer of this Agreement; or (ii) any information or content passing through the Product or HAM Partners Inc systems to or from Customer or those sending email or other communications from within the domains covered by the Product, including, without limitation, the disclosure of such content or information to HAM Partners Inc.

11. Confidentiality

11.1 Non-Use and Non-Disclosure

Unless otherwise authorized in the Agreement, the Recipient will (a) only use the Discloser's Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose the Discloser's Confidential Information to anyone else except as otherwise set forth in Sections 11.3 and 11.4.

11.2 Exclusions

Confidential Information does not include information that:

• (a) was already known without any obligation of confidentiality before disclosure by the Discloser;
• (b) becomes publicly known and generally available through no fault of the Recipient;
• (c) is received from someone else who is authorized to make the disclosure; or
• (d) is independently developed without use of or reference to the Discloser's Confidential Information.

11.3 Required Disclosures

Recipient may disclose the Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, the Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser's expense, with the Discloser's efforts to obtain confidential treatment for the Confidential Information.

11.4 Permitted Disclosures

The Recipient may disclose the Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know the Confidential Information, provided that each is bound by confidentiality obligations as protective as those in this Section 11, and the Recipient remains responsible for compliance.

12. Reservation of Rights

12.1 Ownership of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), HAM Partners Inc retains all rights to the Product and any other intellectual property created, used, or provided by HAM Partners Inc in connection with this Agreement. Customer retains all rights to Customer Content.

13. General Terms

13.1 Entire Agreement

This Agreement is the sole agreement between the parties about its subject matter and supersedes all prior or contemporaneous statements, whether in writing or not, about its subject. Any terms or conditions contained in or referenced by any purchase order, procurement portal, or other Customer documentation are rejected and will be of no force or effect unless expressly agreed in a writing signed by both parties.

13.2 Modifications, Severability, and Waiver

Any modification to this Agreement must be in writing and signed by both parties. If any term is deemed invalid, the remaining terms remain in full force. Failure to enforce any term will not constitute a waiver.

13.3 Governing Law and Dispute Resolution

The governing law of this Agreement is Delaware law, without regard to its conflict of law principles. Before initiating any court proceeding, the parties will use good-faith efforts to resolve any dispute arising out of or relating to this Agreement. If the parties cannot resolve the dispute within thirty (30) days after written notice of the dispute, either party may pursue legal remedies in the courts located in Delaware, which will have exclusive jurisdiction.

13.4 Assignment

Neither party may assign rights or obligations under this Agreement without prior written consent, except in cases of a merger, reorganization, or sale of all or substantially all assets related to this Agreement.

13.5 Non-Solicitation

During the term of this Agreement and for twelve (12) months following its termination, Customer will not directly solicit or hire any employee of HAM Partners Inc, other than through general advertisements not targeted specifically at HAM personnel. If Customer breaches this Section 13.5, Customer will pay HAM Partners Inc, as liquidated damages and not as a penalty, an amount equal to twelve (12) months of the affected employee's then-current base salary.

13.6 Force Majeure

Neither party will be liable for any failure or delay in performance to the extent caused by a Force Majeure Event. The affected party will use reasonable efforts to notify the other party and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice to the other party.

13.7 Notices

All notices under this Agreement must be in writing and sent by email to the designated legal contact or by mail to the principal business address of the receiving party. Notices are deemed given when sent, unless the sender receives an automated failure or bounce-back. Either party may update its notice contact details by providing written notice to the other party.

14. Definitions

• Affiliate: An entity that, directly or indirectly, controls, is under control of, or is under common control with a party.
• Agreement: These standard terms, together with any Subscription Confirmations between HAM Partners Inc. and Customer.
• Applicable Data Protection Laws: The laws governing how the Cloud Service processes or uses an individual's personal information.
• Applicable Laws: Laws, rules, regulations, and binding requirements applicable to the Provider or Customer under this Agreement.
• Artificial Intelligence Output: automated insights, recommendations, forecasts, anomaly detection, or similar content produced through AI or machine learning features within the Services.
• Cloud Service: The product described in this Agreement.
• Confidential Information: Information identified as confidential, proprietary, or reasonably understood as confidential.
• Covered Claim: Claims arising from indemnifiable events under this Agreement.
• Customer Content: Data, information, or materials submitted by or on behalf of the Customer or Users to the Product, excluding Feedback and Usage Data.
• Data Processing Addendum: An addendum governing the processing of personal data under this Agreement.
• Documentation: Usage manuals and instructional materials for the Cloud Service or Software.
• Feedback: Suggestions, comments, or feedback related to the Product.
• Force Majeure Event: Unforeseen events outside a party's reasonable control, such as natural disasters, cyberattacks, or government actions.
• High Risk Activity: Activities where the use or failure of the Product could lead to death, injury, or environmental damage.
• Indemnifying Party: A party responsible for providing protection for a Covered Claim.
• Personal Data: Data defined under Applicable Data Protection Laws.
• Prohibited Data: Sensitive data categories that the Customer is restricted from submitting to the Product.
• Recipient: A party receiving Confidential Information.
• Software: Client-side software or applications provided by HAM Partners Inc for use with the Product.
• Subscription Confirmation: any pricing agreement, signup approval, activation email, trial acceptance, checkout confirmation, or similar record establishing Customer's subscription term, pricing, and access to the Product.
• Subscription Period: The period starting from the Subscription Start Date and continuing until either party provides notice of non-renewal in accordance with the terms of this Agreement.
• Usage Data: Information collected about the provision, use, and performance of the Product.
• User: An individual using the Product on behalf of the Customer.