DLC Customer Agreement (referred to as the “Agreement”) establishes the terms and conditions governing your access to and utilization of the Services, as defined below. It constitutes an agreement between the specified WularData Contracting Party referred to as “WDLC”, “we”, “us,” “WularData” or “our”) and either you or the entity you represent (“you” or “your” or “customer or “client). This Agreement becomes effective when you click an “I Accept” button or check box presented with these terms, or, if earlier, when you use any of the Services (the “Effective Date”). By entering into this Agreement, you assert that you have the legal capacity to enter into contracts, confirming, for instance, that you are not a minor. If you are entering into this Agreement on behalf of an entity, such as your employer, you affirm that you possess the legal authority to bind that entity. Refer to Section 12 for definitions of certain capitalized terms used in this Agreement.

1. WularData Responsibilities

1.1 General Access and Usage

You are granted access and permission to use the Services in accordance with the terms outlined in this Agreement. Certain Services are subject to Service Level Agreements and Service Terms.

1.2 Third-Party Content

You have the option to utilize Third-Party Content at your discretion. The usage of Third-Party Content is governed by this Agreement, and additional terms and conditions, including potential separate fees and charges, may apply.

1.3 WularData Security

1.4 Data Privacy

You have the authority to specify the WularData regions for storing your content. We commit to not accessing or utilizing your content except for maintaining or providing Services, or as required by law or a governmental order. We will notify you of any legal requirements or orders, unless prohibited by law.

1.5 Notice of Changes to the Services

We reserve the right to modify or discontinue Services, providing a minimum of 02 months’ notice before discontinuing a material functionality, unless circumstances necessitate otherwise.

2. Your Responsibilities

2.1 Your Accounts

Compliance with this Agreement and applicable, WularData is essential. To access the Services, a valid WularData account associated with a valid email address and payment method is required. You are responsible for all activities under your account.

2.2 Your Content

2.3 Your Security and Backup

Proper configuration, security, and backup of accounts and Your Content are your responsibilities. Encryption and routine archiving for protection are encouraged.

2.4 Log-In Credentials and Account Keys

Credentials and keys generated are for internal use only, with no selling, transferring, or sublicensing to other entities. Disclosure to agents and subcontractors is allowed.

2.5 End Users

Actions taken by or facilitated by End Users are your responsibility. Immediate suspension of access is required if an End User violates this Agreement.

3. Fees and Payment

3.1 Service Fees

Service and Subscription Fee is calculated and billed monthly, with more frequent billing possible based on mutual consent. Payments are made as described in quotations or proposal documents at the time of bidding. Changes to fees and charges will be notified, with potential interest on late payments.

3.2 Taxes

Responsibility for identifying and paying taxes lies with each party. Indirect Taxes may be charged and paid as required by law.

4. Temporary Suspension

4.1 Generally

We reserve the right to suspend access to Services if security risks, breaches of this Agreement, non-payment, or significant operational changes are identified. Immediate notice will be provided.

4.2 Effect of Suspension

During suspension, you are responsible for incurred fees, and no service credits will be granted under the Service Level Agreements.

5. Term; Termination.

5.1 Term

This Agreement takes effect on the Effective Date and continues until terminated as outlined in Section 5. To terminate this Agreement, a party must provide notice, specifying a Termination Date in accordance with the notice periods in Section 5.2.

5.2 Termination.

(a) Termination for Convenience

You have the option to terminate this Agreement for any reason by notifying us and closing your account for all applicable Services through the provided account closing mechanism. We may terminate this Agreement for any reason, giving you a minimum of 30 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party.

EIther party may terminate this Agreement for cause if the other party materially breaches the Agreement, and the breach remains unaddressed for 30 days after receiving notice. You must close your account by the Termination Date.

(ii) By Us.

We may immediately terminate this Agreement by notifying you under the following conditions:

(B) If our relationship with a third-party partner providing software or technology essential to our Services expires, terminates, or necessitates a change in the way we offer the software or technology.

(C) To comply with the law or requests from governmental entities.

5.3 Effect of Termination.

(a) Generally

Upon the Termination Date:

(I) All your rights under this Agreement immediately cease, except as specified in Sections 5.3(a)(iv) and 5.3(b).

(ii) You remain liable for all fees and charges incurred up to the Termination Date and those accrued during the post-termination period outlined in Section 5.3(b).

(iii) You must promptly return or, upon our instruction, destroy all WularData Content in your possession.

(iv) Sections 2.1, 3, 5.3, 6 (except Section 6.3), 7, 8, 9, 11, and 12 continue to apply per their terms.

(b) Post-Termination.

Unless we terminate your Services under Section 5.2(b), for the 30 days following the Termination Date-

(I) We will not remove Your Content from WularData systems due to termination.

(ii) You can retrieve Your Content only if all amounts due under this Agreement are paid.

For any post-Termination Date use of Services, the terms of this Agreement apply, and applicable fees under Section 3 must be paid.

6. Proprietary Rights.

6.1 Your Content

Except as specified in this Section 6, we do not acquire any rights to Your Content under this Agreement. You grant consent to use Your Content for Service provision to you and any End Users.

6.2 Adequate Rights

You confirm that: (a) you or your licensors own all rights to Your Content and Suggestions; (b) you possess all necessary rights in Your Content and Suggestions to grant the rights outlined in this Agreement; and (c) Your Content and its use comply with the Acceptable Use Policy.

6.3 Intellectual Property License.

The Intellectual Property License governs your use of WularData Content and the Services.

6.4 Restrictions.

You and End Users agree not to misuse WularData Content or Services, including reverse engineering or attempting to evade fees. WularData Trademark Guidelines apply, and you must not misrepresent our relationship.

6.5 Suggestions.

Any Suggestions provided to us become our unrestricted property, and you assign all rights in and to the Suggestions to us.

7. Indemnification.

7.1 General.

You agree to defend, indemnify, and hold us, our affiliates, and licensors harmless from Losses related to third-party claims, including use of Services, Agreement breach, or disputes with End Users. You’ll reimburse us for reasonable legal fees.

7.2 Intellectual Property.

(a) WularData defends against claims of Services infringing on third-party intellectual property rights.

(b) You defend WularData against claims of Your Content infringing on third-party intellectual property rights.

(c) No liability arises from combinations of Services or Your Content or WularData notified discontinuation of use. Remedies in this section are exclusive for claims of infringement.

(d) WularData may procure rights, replace, modify, or terminate allegedly infringing Services.

7.3 Process.

Obligations under this Section 7 apply if the party seeking defense or indemnity provides prompt notice, allows the other party to control defense and settlement, and reasonably cooperates. Settlements involving non-monetary commitments require written consent.

8. Disclaimers.

THE SERVICES AND WularData CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS MAKE

(I) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR WularData CONTENT OR THE THIRD-PARTY CONTENT, AND DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT,

(II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE,

(III) THAT THE SERVICES OR WularData CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

9. Limitations of Liability.

9.1 Liability Disclaimers.

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, NEITHER WularData NOR YOU, NOR ANY OF THEIR AFFILIATES OR LICENSORS, WILL HAVE LIABILITY TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF YOUR CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICES OR WularData CONTENT (THIS DOES NOT LIMIT ANY SERVICE CREDITS UNDER SERVICE LEVEL AGREEMENTS).

9.2 Damages Cap.

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF EITHER WULAR DATA OR YOU, AND ANY OF THEIR RESPECTIVE AFFILIATES OR LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO WULAR DATA UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE; EXCEPT THAT NOTHING IN THIS SECTION 9 WILL LIMIT YOUR OBLIGATION TO PAY WULAR DATA FOR YOUR USE OF THE SERVICES PURSUANT TO SECTION 3, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

10. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the WULAR DATA Site or by otherwise notifying you in accordance with Section 11.10. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services or WULAR DATA Content after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the WULAR DATA Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

11. Miscellaneous.

11.1 Assignment.

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for WULAR DATA as a party to this Agreement and WULAR DATA is fully released from all of its obligations and duties to perform under this Agreement. 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.

11.2 Entire Agreement.

This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. None of the parties will be bound by any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

11.3 Force Majeure.

Except for payment obligations, neither party nor any of their affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms, floods or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.4 Disputes.

Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by WULAR DATA will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.

11.5 Independent Contractors. Non-Exclusive Rights.

We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

11.6 Language.

mmunications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

11.7 Confidentiality and Publicity.

You may use WULAR DATA Confidential Information only in connection with your use of the Services or WULAR DATA Content as permitted under this Agreement. You will not disclose WULAR DATA Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of WULAR DATA Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services or WULAR DATA Content.