Master Services and Purchasing Agreement

CONTAINS JURY WAIVER AND CLASS ACTION WAIVER. PLEASE REVIEW THE RESPECTIVE PROVISIONS SET FORTH BELOW CAREFULLY.

BY USING OUR SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF 18, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT AND COMPLETE; (B) AGREE TO BE BOUND BY AND COMPLY WITH OUR TERMS OF SERVICE AND PRIVACY POLICY, AS UPDATED FROM TIME TO TIME; AND (C) AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF SERVICE AND PRIVACY POLICIES OF OUR THIRD PARTY PARTNERS. IF YOU ARE USING OUR SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO OUR TERMS OF SERVICE AND PRIVACY POLICY.

1. Acceptance of Terms of Service

1.1 The following Terms of Service (the “Terms of Service” or “Terms”) govern your access to and use of our mobile app (“Mobile App”). By using the Mobile App, by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms of Service or the Privacy Policy, do not access, use our services or Mobile App.

1.2 To access the services, you may be required to first create an account on our Mobile App. You are solely responsible for maintaining the confidentiality of your account information. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge.

1.3 Except where prohibited by applicable law, we reserve the right to change these Terms of Service at any time without notice. Your continued access to or use of the services after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly. We reserve the right to change the services at any time, without notice.

1.4 We reserve the right to amend the services we provide in our sole discretion without notice.

2. Fees

Unless otherwise agreed in writing, our fee schedule is subject to future changes without notice but we will make commercially reasonable efforts to inform existing account holders of such a decision in a reasonable amount of time before it happens.

3. Intellectual property rights

3.1 All rights, title, and interest, including intellectual property rights, in the Mobile App, website, the services, and all other materials provided by us hereunder, and any update, adaptation, translation, customization, or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The website and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved. You cannot sub-license, assign or otherwise transfer these rights.

3.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to us for the purpose of providing the services to you.

3.3 You will defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any intellectual property rights in connection with the Services.

4. How we may use your personal information

4.1 We will use any personal information you provide to us to:

4.1.1 provide the Services;

4.1.2 process your payment for the Services; and

4.1.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

The content in any linked website or application is not under our control, and if you choose to access any such website or application of a third party, you do so entirely at your own risk. Please click here to review our Privacy Policy.

5. Confidentiality

We are committed to maintaining the confidentiality of any communications made by you through the Platform. We employ robust security measures, including encryption and secure data transmission protocols, to protect your information. However, while we strive to protect all data transmitted over the Internet or public networks, no system can guarantee absolute security. Therefore, we cannot ensure that unauthorized third parties will never be able to access communications over the Mobile App.

6. Termination, consequences of termination and survival

6.1 Termination. Without limiting any of our other rights, we may suspend the performance of the services, terminate the Mobile App or your use of the Mobile App with immediate effect by giving written notice to you if:

6.1.1 you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 24 hours being notified in writing to do so;

6.1.2 you fail to pay any amount due under the Agreement on the due date for payment;

6.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

6.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

6.1.5 your financial position or standard of care deteriorates to such an extent that in our opinion your capability to adequately fulfill your obligations under the Agreement has been placed in jeopardy.

7. Survival.

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

8. Warranty

You represent and warrant to, and covenant with us that, all submission to us will only contain Personal Information in respect of which you have authority or have obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to provide the services and exercise our rights under these Terms of Service.

9. Prohibit Uses

Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:

9.1 Send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the website any data, information, pictures, videos, music, or other materials or other content that:

9.1.1 Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.

9.1.2 You do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate.

9.1.3 Is false, intentionally misleading, or impersonates any other person.

9.1.4 Is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.

9.1.5 Is harmful to minors in any way or targeted at minors.

9.2 Violate any applicable laws, or infringe, violate, or otherwise misappropriate the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity).

9.3 Encourage any conduct that may violate any applicable laws or would give rise to civil or criminal liability.

9.4 Disable, overly burden, impair or otherwise interfere with servers or networks connected to the website (e.g., a denial of service attack).

9.5 Attempt to gain unauthorized access to the Platform.

9.6 Make copies, modify, reverse engineer, reverse assemble, disassemble, or decompile the website or any part thereof or otherwise attempts to discover any source code.

9.7 Use the Mobile App for the purpose of building a similar or competitive product or service.

9.8 Use the Mobile App for any criminal activity or unlawful purposes.

10. Liability & Time for Claims

10.1 THE MOBILE APP AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE MOBILE APP IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION

10.2 THE AGGREGATE LIABILITY RELATING TO THIS MOBILE APP WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU IN THE 6 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE (THE “GENERAL LIABILITY CAP”).

10.3 IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 The limitation of liability provisions in this clause will not apply to the extent prohibited by applicable law.

10.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11. Indemnification

11.1 You will defend, indemnify and hold harmless all of our officers, directors, shareholders, investors, employees, agents, and us from and against any third-party claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with:

11.1.1 Your breach of your warranties described hereunder.

11.1.2 Your violation of any applicable law or the rights of a third party (including intellectual property rights).

11.1.3 Your use of the website and/or services contrary to these Terms of Service or other instructional manuals, guidelines, or documentation made available by us to you.

12. DMCA Notice.

If you are a holder (or agent thereof) of copyright or other proprietary rights and you believe that any services infringe upon such proprietary rights, you may submit a notice to Siento, Inc. pursuant to the Digital Millennium Copyright Act by submitting the following information in writing to our copyright agent: (1) The signature (physical or electronic) of the holder (or agent thereof) of a proprietary right that is allegedly infringed; (2) Identification of the work or multiple works alleged to have been infringed; (3) Identification of the material that allegedly infringes or is the subject of infringing activity that is requested to be removed or otherwise modified with information reasonably sufficient to permit Siento, Inc. to locate the material; (4) Contact information for Siento, Inc. to contact you, including an address, telephone number and/or e-mail address; (5) Your statement that you have a good faith belief that use of the material in question is not authorized by the holder of the proprietary rights, its agent or otherwise under law; and (6) Your statement that the information in the notice to Siento, Inc. is accurate and, under penalty of perjury, that you are authorized to act on behalf of the allegedly infringed work. You acknowledge that your failure to comply fully with these requirements may result in an invalid notice under the Digital Millennium Copyright Act.

13. Force Majeure.

In the event Siento, Inc. is unable to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, strikes, epidemic, pandemic, utilities failure, or other labor disputes (a “Force Majeure Event”), Siento, Inc. will be excused from performance of its obligations to the extent that performance is prevented by the Force Majeure Event. Siento, Inc. will notify you of the existence of the Force Majeure Event and will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its performance. If the Force Majeure Event continues for a period of more than 30 days, Siento Inc. may terminate the services upon notice to the other party.

14. JURY AND CLASS ACTION WAIVER.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT ANY CLAIMS OR DISPUTES WILL BE RESOLVED THROUGH ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER PROCEEDING WHERE SOMEONE ACTS AS A REPRESENTATIVE ON BEHALF OF OTHERS. AN ARBITRATOR OF ANY CLAIM MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE PARTY SEEKING RELIEF, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S CLAIM(S). ANY RELIEF AWARDED TO ONE USER OF THE MOBILE APP OR OF ANY SERVICES CANNOT AND WILL NOT AFFECT OTHER USERS OF THE WEBSITE OR OF ANY SERVICES.

15. Arbitration.

15.1 Any disputes, claims, or controversies arising out of or relating to this Agreement, including its interpretation, validity, breach, enforcement, or termination, shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association (AAA).

15.2 The arbitration shall be conducted by a single arbitrator appointed by the AAA. The arbitration proceedings shall be held in Kent, County, in the state of Delaware, unless otherwise agreed by the parties. The arbitrator's decision shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.3 The substantially prevailing party in any arbitration or legal proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

16. General Provisions.

16.1 We may assign or transfer our rights and obligations under the Agreement to another

entity. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.

16.2 Any variation of the Agreement only has effect if it is in writing and signed by you and us (or our respective authorized representatives).

16.3 If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.4 Each paragraph of the Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5 The Agreement is between you and us. No other person has any rights to enforce any of its terms.

16.6 The Agreement is governed by Delaware law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the Delaware State courts in Kent County.

16.7 This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No modification or amendment to this Agreement shall be binding unless in writing and signed by both parties.

Software Platform Usage Terms & Conditions