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"). Customer agrees to be bound by these Terms either (a) by signing a quote issued by Company (a "Quote"), or (b) by purchasing a self-serve subscription through Company's website or platform and accepting these Terms at checkout (a "Self-Serve Subscription"). Each Quote and Self-Serve Subscription is an "Order." The Order specifies the applicable products, fees, billing cycle, term and any termination rights, and is governed by these Terms. Self-Serve Subscriptions are available only to businesses, not for personal, family or household use. The person purchasing represents that they are acting on behalf of a business and have authority to bind that business. Nothing in these Terms excludes rights that cannot lawfully be excluded.

LICENSES AND SERVICES

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

1.2 Technical Support. Company will provide Customer with technical support for the Licensed Products in accordance with Company's Service Level Agreement (the "SLA"), as updated from time to time, unless the Order states otherwise.

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 Order.

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 Each Order is 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 Order. 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.

4.3 Self-Serve Plans. Self-Serve Subscriptions are offered on a monthly plan or an annual plan, as shown at checkout. Fees are charged in advance to the payment method on file: monthly plans each month, and annual plans once for the full 12-month term, unless the checkout page states otherwise.

4.4 Automatic Renewal. Each Self-Serve Subscription renews automatically for a period equal to its plan (one month or 12 months) at the then-current price, unless cancelled under Section 5.6. Company will give at least 30 days' notice of any price change. For annual plans, Company will send a renewal reminder at least 30 days before the renewal date. The reminder will state the renewal date, price and non-renewal deadline. Any price increase applying at annual renewal will be notified before the non-renewal deadline so Customer has an opportunity to decline renewal.

4.5 Refunds. Except as stated in Sections 5.6(d) and 7.1 or as required by law, fees for Self-Serve Subscriptions are non-refundable, including for partial periods.

TERM AND TERMINATION

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

5.2 Either Party may terminate a Quote as provided therein. Self-Serve Subscriptions may be cancelled only as set out in Section 5.6.

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.

5.6 Cancellation of Self-Serve Subscriptions.

(a) Monthly plan. Customer may cancel a monthly plan at any time with at least 30 days' prior notice, given through the account settings or by email to Support@geckocheck.com. Cancellation takes effect at the end of the billing period in which the 30-day notice period ends. Customer keeps access until then, and fees for that period remain due.

(b) Annual plan. An annual plan is a 12-month commitment. Customer may not cancel an annual plan during its term, and the 30-day cancellation right in Section 5.6(a) does not apply to annual plans. Customer may prevent automatic renewal by giving notice through the account settings or by email to Support@geckocheck.com at least 30 days before the renewal date. The subscription will then end at the end of the current 12-month term. Notice received after that deadline takes effect at the end of the following renewal term, subject to applicable law. No refund or credit is given for any unused portion of the term. If annual fees are paid in installments, all remaining fees for the term remain due.

(c) Switching plans. Customer may move from a monthly plan to an annual plan at any time. A move from an annual plan to a monthly plan takes effect only at the end of the current annual term and must be requested at least 30 days before renewal.

(d) Breach. This Section does not limit termination under Sections 5.3 or 5.4. If Customer terminates for Company's uncured material breach, Company will refund prepaid fees for the unused remainder of the term. Nothing in this Section limits mandatory rights under applicable law.

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 Order 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 ORDER 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, including by email, and are effective upon receipt. Self-Serve Subscription cancellations and renewal changes may also be made through the account settings. These Terms, together with any active Order, the SLA and the Privacy Policy, form the entire agreement between the Parties.