Platform Terms of Use

These Terms of Use ("Terms") govern the use of GeckoCheck Technologies Inc.'s ("Company") software and related services by the customer ("Customer"). By signing a separate quote issued by Company (the "Quote"), Customer agrees to be bound by these Terms. The Quote will specify the applicable products, fees, term, and any termination rights, and will be governed by these Terms.

LICENSES AND SERVICES

1.1 License. Subject to these Terms and payment of applicable fees set forth in the Quote, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the software products specified in the Quote (the "Licensed Products") as a hosted service during the term of the Quote.

1.2 Technical Support. Company will provide Customer with technical support for the Licensed Products in accordance with Company's standard service level agreement (SLA).

RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not: (a) reverse engineer, decompile, or otherwise attempt to derive source code of the Licensed Products; (b) modify or create derivative works of the Licensed Products; (c) use the Licensed Products to provide services to third parties except to its authorized users; (d) resell, sublicense, or distribute the Licensed Products; or (e) use the Licensed Products other than as permitted in the Quote.

2.2 Customer represents and warrants that it will use the Licensed Products in compliance with applicable laws.

2.3 Neither Party may use the other's trademarks or logos without prior written consent, except that Company may identify Customer as a customer in marketing materials.

CONFIDENTIALITY, DATA, AND INTELLECTUAL PROPERTY

3.1 The terms of these Terms and any Quote are confidential.

3.2 Each Party may disclose confidential information ("Proprietary Information") to the other. The receiving Party will protect such information and not disclose it except to employees or contractors with a need to know and subject to confidentiality obligations. Exceptions apply where information is public, already known, lawfully received from a third party, independently developed, or required by law to be disclosed.

3.3 Company owns all intellectual property rights in the Licensed Products, including any improvements or modifications.

3.4 Customer data processed through the Licensed Products ("Customer Data") remains Customer's property. Company may use Customer Data solely to operate the Licensed Product(s) and its underlying technology. Company may also use Customer Data in an aggregated and de-identified form to improve the Licensed Product(s) and its underlying technology for analytics and benchmarking, provided that such use does not identify Customer or its users.

3.5 Any transfer, collection, or processing of personal information under these Terms will be governed by Company's Privacy Policy, as updated from time to time.

3.6 Feedback provided by Customer may be used freely by Company without obligation. Any improvement, modification, or development based on such Feedback shall be owned exclusively by Company, and Company shall have no liability or obligation to Customer in connection with such use.

FEES AND PAYMENT

4.1 Customer will pay the fees specified in the Quote. Fees are non-refundable unless otherwise stated.

4.2 Customer is responsible for all applicable taxes. If withholding is required, payments will be grossed up so Company receives the full amount due.

TERM AND TERMINATION

5.1 These Terms remain in effect while any Quote is active.

5.2 Either Party may terminate a Quote as provided therein.

5.3 Either Party may terminate these Terms for material breach not cured within 15 days of notice.

5.4 These Terms terminate automatically if Customer becomes insolvent or subject to bankruptcy proceedings not dismissed within 60 days.

5.5 Upon termination, all licenses end and each Party must return or destroy the other's Proprietary Information, except as required by law. Sections that by nature should survive termination (e.g., confidentiality, payment, IP, liability) will survive.

WARRANTIES AND DISCLAIMERS

6.1 Each Party represents that it has authority to enter into these Terms.

6.2 Company will use reasonable efforts to keep the Licensed Products operational and provide support in a professional manner.

6.3 Licensed Products may be unavailable during maintenance or events beyond Company's control. EXCEPT AS EXPRESSLY STATED, THE LICENSED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNITY

7.1 By Company. Company will defend Customer against third-party claims that the Licensed Products infringe intellectual property rights, subject to prompt notice and control of defense. Company may replace, modify, or license the Licensed Products to resolve claims, or terminate the Quote and refund unused prepaid fees.

7.2 By Customer. Customer will indemnify Company against claims arising from (a) Customer's products, trademarks, or data, and (b) Customer's use of the Licensed Products or their outputs.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF DATA, PROFITS, OR BUSINESS. COMPANY'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE QUOTE IN THE 12 MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO DAMAGES CAUSED BY COMPANY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

MISCELLANEOUS

These Terms are governed by the laws of Delaware. Disputes will be resolved by arbitration under the ICC Rules in Delaware by one arbitrator. Neither Party may assign these Terms without the other's consent, except in connection with a merger or sale of substantially all assets. Notices must be in writing and are effective upon receipt. These Terms, together with any active Quote and the Privacy Policy, form the entire agreement between the Parties.