Terms of Service

We, at VibeMarketing Inc ("we" / "Service Provider"), own and operate a cloud-based software platform, Fibr AI ("Software"), through which we provide Software Services as set out in the applicable Order Form or Annexure ("Services") to our clients (including their representatives and Authorized Users) ("you" / "Licensee"). These Terms and Conditions ("Terms") govern your use of the Software and shall be read in conjunction with the policies available at https://fibr.ai/terms-and-policies.

By creating an account, clicking "I Agree", or otherwise accessing or using the Fibr AI platform and/or Software Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, the Privacy Policy, and the applicable Order Form (collectively, and as amended from time to time, this "Agreement"). If you do not agree, you must not access or use the Software Services.

1. DEFINITIONS

1.1 "Applicable Laws" shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, approval from the concerned authority, government resolution, order, directive, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication, having the force of law of any of the foregoing, by any concerned authority having jurisdiction over the matter in question.

1.2 "Fee" shall mean the Software Platform Fee, Human-in-the-Loop (HITL) Service Fee, any Integration Fees, and any other fees as mutually agreed between the Parties, as set out in the applicable Order Form or Annexure executed between the Parties from time to time.

1.3 "Undisputed Fee" or "Undisputed Charges" shall mean any Fees or Charges invoiced by the Service Provider that are not subject to a written dispute raised by the Licensee in good faith within fifteen (15) days of receipt of the applicable invoice.

1.4 "Intellectual Property Rights" or "Intellectual Property" shall mean any and all intellectual property rights belonging to and/or owned or used by the Service Provider and the Licensee in any and all parts of the world, whether registered or unregistered, including without limitation: (a) patents, designs, algorithms and other industrial property rights; (b) trademarks, trade secret rights, trade dress, service marks, logos, trade names and corporate names and the goodwill symbolized thereby; (c) copyrights and copyrighted works, including intellectual property rights in Fibr AI licensed to the Licensee under this Agreement; (d) computer software, source code, data and documentation (including Fibr AI Documentation); (e) copyrightable works, specifications, and all copies and tangible embodiments thereof; (f) rights associated with works of authorship throughout the world, including moral rights and mask-works; (g) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license, or otherwise; and (h) all registrations, applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force. All work products developed by the Service Provider under this Agreement shall be deemed work made for hire.

1.5 "Term" shall mean the period commencing from the Effective Date as set out in the applicable Order Form or Annexure, and may be extended by mutual written agreement of the Parties in accordance with Clause 12.

1.6 "Licensee Data" refers to all data, information, works and materials pertaining to or in connection with the Licensee, its business and its customers or members, which may be connected, uploaded, stored and processed on Fibr AI, including all information supplied by the Licensee to the Service Provider pursuant to this Agreement. Licensee Data includes the Licensee's Confidential Information as defined in Clause 9.2.

1.7 "Fibr AI" means the cloud-based Software as a Service platform developed and operated by the Service Provider, comprising multiple product modules including Personalization and Insights & Experimentation, as further described in the Fibr AI Documentation.

1.8 "Software Services" means the access to and use of the Fibr AI platform, including the modules and features licensed to the Licensee as specified in the applicable Order Form or Annexure, together with any updates, enhancements, or improvements made available to the Licensee from time to time at no extra cost within the licensed scope.

1.9 "Authorized User(s)" means any person(s) designated by the Licensee who shall have the right to access and use Fibr AI and the Software Services under this Agreement.

1.10 "Order Form" or "Annexure" means the commercial schedule, statement of work, or order document executed between the Parties that sets out the applicable Fees, Term, scope of Software Services, and any other specific commercial terms applicable to the Licensee's subscription.

2. GRANT OF LICENSE AND SOFTWARE SERVICES

2.1 License Grant

Subject to the Licensee complying with the terms and conditions of this Agreement, on and from the Effective Date and during the Term, the Service Provider hereby grants to the Licensee a limited, non-transferable, non-exclusive, revocable, royalty-bearing license to access and use Fibr AI in connection with its business, in accordance with the terms herein.

2.2 Scope of Software Services

Upon grant of the license, the Licensee shall have the right to access, configure, and connect with: (i) ad and analytics channels; (ii) CDP or CRM platforms; and (iii) other messaging and communication platforms made available and connected by the Licensee on the Fibr AI platform from time to time. The Software Services include the scope defined in the applicable Order Form or Annexure, together with scoped feature updates made available at no extra cost.

2.3 Authorized Users

The Licensee shall communicate to the Service Provider the person(s) designated as Authorized Users prior to or on the Effective Date. There shall be no limit on the number of Authorized Users designated by the Licensee. No person(s) other than Authorized Users shall have the right to access Fibr AI or avail the Software Services. The Licensee shall have the right to add or remove Authorized Users at any time and at no extra cost.

2.4 Control of Software Services

The method and means of providing the Software Services shall be under the exclusive control, management, and supervision of the Service Provider, giving due consideration to any reasonable requests of the Licensee communicated from time to time.

2.5 Modifications to Software Services

The Service Provider reserves the right to change, modify, discontinue, suspend or terminate any part of the Software Services, or modify the terms herein, with prior written notice to the Licensee. All modifications will become effective upon notification. By continuing to access or use the Software Services after notification of modifications, the Licensee shall be deemed to have accepted and be bound by such modified terms.

2.6 Privacy and Data Security

The Service Provider shall maintain the security and confidentiality of all Licensee Data in accordance with this Agreement and the Privacy Policy available at fibr.ai/privacy-policy, as may be amended from time to time.

3. OBLIGATIONS OF THE LICENSEE

During the Term, the Licensee agrees, confirms and undertakes to:

3.1 Payment

Make timely payment of all Fees due and payable to the Service Provider pursuant to the terms of this Agreement and the applicable Order Form or Annexure.

3.2 Sole Responsibility

Be solely responsible for any tasks undertaken through Fibr AI. The Licensee may, at its sole discretion, rely on data or results generated through the Software Services.

3.3 Prohibited Activities

Not, either directly or indirectly:

1. sub-license, assign, or in any manner transfer its right to access and use Fibr AI or the Software Services to any third party;

2. create any lien, encumbrance, or other third-party rights over Fibr AI and/or the Software Services; or

3. decompile, reverse engineer, disassemble, distribute, or attempt to derive the source code of Fibr AI, or republish, copy, modify, adapt, alter, translate, create derivative works from, or redistribute any content or material from the Software Services.

3.4 Compliance with Documentation

Acknowledge that the Service Provider's applicable Privacy Policy and Fibr AI Documentation ("Fibr AI Documentation") may apply to the Licensee's use of the Software Services. The Service Provider will make current versions of such documentation reasonably available and provide advance written notice of any material changes. In case of conflict between this Agreement and the Fibr AI Documentation, the terms of this Agreement shall prevail.

3.5 Account Security

Implement and ensure reasonable security policies and measures relating to Licensee account details to prevent unauthorized access to the Software Services.

3.6 Cooperation

Extend all reasonable assistance for the provision of Software Services, including providing information and resources reasonably required by the Service Provider to perform its obligations.

3.7 Lawful Use

Not use the Software Services in any way that: (i) causes or may cause damage to the Software Services or Fibr AI or impairs the availability or accessibility of the Software Services; or (ii) is for or in connection with any unlawful, fraudulent, or harmful purpose or activity.

4. LICENSEE DATA USAGE AND PROTECTION

4.1 License to Licensee Data

The Licensee hereby grants to the Service Provider a non-exclusive license to copy, reproduce, store, distribute, publish, adapt, edit, and translate the Licensee Data to the extent reasonably required for the performance of the Software Services under this Agreement or as may be necessary under Applicable Laws. For the avoidance of doubt, the Service Provider shall not sell, rent, lease, sublicense, transfer, disclose, make available, or otherwise commercially exploit the Licensee Data, nor use it for any purpose other than providing the Software Services.

4.2 Accuracy of Licensee Data

The Licensee shall ensure that all Licensee Data shared with the Service Provider is accurate, up-to-date, true, and complete. The Service Provider shall not be held responsible for any consequences or liabilities arising from errors or inaccuracies in Licensee Data.

4.3 Ownership of Licensee Data

The Licensee retains full ownership of all Licensee Data and any insights, analyses, or outputs derived from it through the Software Services. Nothing in this Agreement shall be construed as transferring any ownership rights of the Licensee to the Service Provider. The Service Provider's rights to Licensee Data are limited solely to those expressly set forth in this Agreement.

4.4 Licensee Warranty Regarding Data

The Licensee warrants that, to the best of its knowledge and belief, the Licensee Data and the Service Provider's use thereof in accordance with this Agreement will not:

4. breach any Applicable Laws;

5. infringe the intellectual property rights or other proprietary rights of any person; or

6. give rise to any claim or cause of action by any third party.

4.5 Data Privacy Compliance

The Service Provider represents and warrants compliance with all applicable data privacy regulations, including but not limited to GDPR and CCPA, concerning the Licensee Data, and adheres to its Privacy Policy for all clients.

4.6 Security Standards

The Service Provider has implemented and shall maintain commercially reasonable and industry-standard technical, organizational, and administrative security measures designed to protect the confidentiality, integrity, and availability of Licensee Data against unauthorized access, disclosure, alteration, or destruction.

4.7 Artificial Intelligence — Use of Licensee Data

The Service Provider may use Licensee Data to operate, support, maintain, and improve the Software Services provided to the Licensee. This includes model tuning, workflow optimization, and performance enhancement within the platform. The Service Provider may also use aggregated, anonymized, or de-identified data derived from Licensee Data to improve and develop its products and services, provided such data does not identify the Licensee or any individual. The Service Provider shall not sell or otherwise commercially exploit Licensee Data to third parties.

5. CONSIDERATION AND FEES

5.1 Fees

In consideration of the limited license to Fibr AI granted to the Licensee and the Software Services rendered by the Service Provider, the Licensee shall pay the Service Provider the Fees as set out in the applicable Order Form or Annexure executed between the Parties.

5.2 Payment Terms

The payment of Fees shall be made by the Licensee within thirty (30) days from the date of the corresponding invoice issued by the Service Provider, unless otherwise specified in the Order Form or Annexure.

5.3 Late Payment

In the event the Licensee defaults in paying any Undisputed Fees on or before the due date, the Service Provider shall be entitled to receive interest at 1% (one percent) per month from the date the Fees become due until the date of actual payment.

5.4 Non-Payment Notice

If any Undisputed Fees under this Agreement are not paid following acceptance of the Software Services, the Service Provider shall give seven (7) days' written notice to the Licensee. Should the Licensee not respond, the Service Provider shall have the authority to suspend the Software Services, including all live campaigns in progress. The Licensee shall bear full responsibility for any resulting business losses, and the Service Provider shall be exempt from liability for such losses.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Service Provider's IP

While performing obligations under this Agreement, the Licensee acknowledges, agrees, and confirms that all rights, title, interest, ownership, and Intellectual Property Rights of the Service Provider are, and shall continue to remain, solely and exclusively with the Service Provider. Nothing in this Agreement shall create or be deemed to create any rights, title, or interest in Fibr AI or any Intellectual Property Rights of the Service Provider in favour of the Licensee, other than as expressly provided herein.

6.2 Licensee's IP

The Service Provider shall not use the Intellectual Property of the Licensee without prior written approval of the Licensee. Any such use shall be in the specific manner approved by the Licensee, and such permission may be revoked at any time. All rights, title, interest, ownership, and Intellectual Property Rights of the Licensee are, and shall continue to remain, solely and exclusively with the Licensee.

7. ACKNOWLEDGEMENTS AND SERVICE LEVELS

7.1 Licensee Responsibilities

The Licensee shall be responsible for any statutory and operational liabilities arising solely from the Licensee's use of Fibr AI and/or the Software Services in breach of this Agreement or in violation of Applicable Laws. For the avoidance of doubt, the Service Provider shall remain responsible for statutory and operational liabilities arising from the design, performance, operation, security, or functionality of Fibr AI and/or the Software Services, or from the Service Provider's breach of this Agreement or violation of Applicable Laws.

7.2 Uptime and Maintenance

The Service Provider shall use commercially reasonable efforts to maintain the availability and performance of the Software Services, targeting an uptime level of at least 99% (excluding scheduled maintenance). In case of scheduled maintenance, the Service Provider shall provide the Licensee with reasonable prior notice. Should any unplanned downtime or outage occur, the Service Provider will provide prompt written communication including the reason and an estimated restoration timeline.

7.3 Compatibility

The Licensee acknowledges that the Software Services are designed to be compatible only with the software and systems specified in the Fibr AI Documentation. The Service Provider does not warrant that the Software Services will be compatible with any software or systems not specified in the Fibr AI Documentation.

8. PROMOTIONAL USE AND CASE STUDIES

The Service Provider may, by default and without requiring separate prior approval from the Licensee, reference the Licensee’s name, logo, and its relationship with the Service Provider for promotional, marketing, advertising, business development, investor-facing, and public communications purposes. This includes, without limitation, listing the Licensee as a customer on the Service Provider’s website, referencing the Licensee in case studies, testimonials, press releases, presentations, social media, and other marketing collateral, provided that any such use: (i) accurately reflects the nature of the relationship; and (ii) does not disclose the Licensee’s Confidential Information. The Licensee may request in writing that the Service Provider cease a specific use of its name or logo, and the Service Provider shall comply with such request within a reasonable time, except that the Service Provider shall not be required to withdraw materials already distributed or published prior to receipt of such request.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations

Each Party represents and warrants to the other that:

7. It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has all necessary corporate power and authority to execute, deliver, and perform this Agreement;

8. This Agreement has been duly and validly executed and delivered and constitutes a legal and valid obligation;

9. No consent or approval is required from any third party to execute and perform this Agreement, and each Party has taken all necessary action to authorize and enable it to enter into and perform all obligations hereunder;

10. The execution and performance of this Agreement will not violate or conflict with any Applicable Law, its constitutional documents, or any order of any court or authority applicable to it;

11. No steps have been taken or threatened for its winding up, dissolution, administration, insolvency reorganization, or for the appointment of a receiver, trustee, or similar officer; and

12. It has obtained all licenses, consents, approvals, and registrations required for the consummation of the transactions under this Agreement, all of which are valid, subsisting, and in compliance with applicable terms.

9.2 Licensee's Additional Warranty

The Licensee declares that, to the best of its knowledge and belief, there are no pending claims, threatened actions, arbitration proceedings, or administrative inquiries against the Licensee that could adversely affect its ability to perform its obligations under this Agreement or the goodwill and reputation of Fibr AI.

9.3 Service Provider's Additional Warranty

The Service Provider declares that there are no actions, suits, proceedings, or investigations commenced or threatened against the Service Provider which could affect the Licensee's right to use the Software Services, nor any existing facts reasonably expected to be the basis for such proceedings. The Service Provider has the full and exclusive right to license the Software Services, and the Software Services do not infringe upon any valid patent, copyright, or trade secret of any third party.

10. CONFIDENTIALITY AND INFORMATION SECURITY

10.1 Confidentiality Obligations

Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not, without prior written consent of the other Party, use, disclose, copy, or modify the other Party's Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

10.2 Definition of Confidential Information

"Confidential Information" means any confidential and/or proprietary information obtained by either Party under or pursuant to this Agreement, whether in written, verbal, representational, or electronic form, and belonging or relating to any Party or its affiliates, Authorized Users, vendors, customers, or members, including but not limited to:

13. any Intellectual Property, including trade secrets, copyrighted information, and other nonpublic proprietary information relating to a Party's business, employees, and litigation;

14. information relating to technology, technological capabilities, inventions, products, pricing, marketing plans or strategy, development, utility, operation, functionality, research and development, financial statements, budgets, business plans, operating procedures, policies, Fibr AI Documentation, and other software or files;

15. confidential and proprietary information of any agents, customers, members, partners, vendors, or suppliers;

16. financial information and other confidential financial data; and

17. the terms and conditions of this Agreement and all documents or media containing or disclosing the above.

10.3 Permitted Disclosure

Each Party may disclose Confidential Information only to its officers, employees, agents, and contractors to whom, and to the extent to which, such disclosure is necessary for the performance of this Agreement. Each Party shall ensure such persons are made aware of and agree to observe the obligations of this Clause 10, and shall use no less than reasonable care to protect the other Party's Confidential Information.

10.4 Notice of Unauthorized Disclosure

Each Party shall provide written notice to the other Party immediately upon becoming aware of any unauthorized use, disclosure, misuse, theft, or loss of the other Party's Confidential Information.

10.5 Exceptions

The obligations of this Clause 10 shall not apply to information which:

18. is or comes into the public domain through no fault of the recipient;

19. was known to the recipient prior to its disclosure under this Agreement;

20. was independently developed by the recipient without breach of this Agreement; or

21. is lawfully received from a third party having no obligation of confidentiality.

A Party may disclose Confidential Information to the extent required by law or governmental or judicial order, provided it gives the other Party prompt written notice and uses reasonable efforts to ensure confidential treatment and to enable the other Party to seek appropriate relief.

10.6 Survival and Destruction of Data

The obligations of this Clause 10 shall survive termination or expiry of this Agreement. Upon termination, the Service Provider shall destroy the Licensee's Confidential Information within 45 days of termination or written request (whichever is earlier) and shall provide written certification of such destruction.

10.7 Data Breach Notification

The Service Provider agrees to monitor and test its data safeguards from time to time and adjust such safeguards in light of relevant circumstances or testing results. In the event of any confirmed unauthorized access to Licensee Data or any data breach, the Service Provider shall notify the Licensee in writing within seventy-two (72) hours of becoming aware of such event and shall cooperate with the Licensee to investigate and remediate the breach. The Service Provider will not transfer Confidential Information to third parties except as necessary to perform its obligations under this Agreement.

10.8 Location of Stored Data

All Licensee Data hosted by the Service Provider under this Agreement shall be hosted at data centers maintained and operated by the Service Provider located in the United States.

11. INDEMNITY

11.1 Service Provider's Indemnification

The Service Provider hereby undertakes and agrees to defend, indemnify, and hold the Licensee harmless from and against all claims, proceedings, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising as a consequence of or in connection with:

1. any wrongful or negligent act or omission of the Service Provider, its employees, agents, nominees, or representatives, including confidentiality breaches, data breaches, unauthorized access, or disclosure of Licensee Data;

2. any breach of any term, condition, warranty, representation, or other provision of this Agreement, including any breach of Clause 9 (Representations and Warranties), and claims arising from software defects, errors, or vulnerabilities in the Service Provider's platform or services;

3. any failure of the Service Provider, its officers, employees, representatives, or agents to conform with Applicable Laws in connection with its performance of this Agreement; and

4. any claim alleging that the use of Fibr AI and/or the Software Services as contemplated hereunder infringes any third-party Intellectual Property Rights.

11.2 Dispute Resolution for Charges

The Licensee shall pay Undisputed Charges when due; however, the Licensee may withhold payment of Charges it disputes in good faith. The Licensee shall notify the Service Provider of any disputed amount and the basis for such dispute. The Service Provider shall respond within five (5) days of receipt of such notification. If Charges remain in dispute, representatives of both Parties shall meet within seven (7) days of the Service Provider's response to discuss the matter. The Service Provider shall not suspend the Software Services for amounts disputed in good faith while the dispute is pending. Neither the failure to dispute Charges prior to payment nor the failure to withhold any amount shall constitute a waiver of any right to dispute or recover such amounts.

11.3 Limitation on Consequential Damages

To the fullest extent permitted by Applicable Law, neither Party shall be liable for any special, indirect, consequential, or incidental damages (including loss of business profits, business interruption, or loss of business information) arising out of this Agreement, except for consequential damages arising from a Party's breach of confidentiality, a data breach or other security incident, IP infringement, gross negligence, or wilful misconduct.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any incidental, indirect, punitive, exemplary, consequential (including lost sales, profits, or opportunity costs) or special damages arising out of or in connection with this Agreement, regardless of legal theory, even if advised of the possibility of such damages.

The foregoing exclusion shall not apply to damages arising from a Party’s breach of confidentiality obligations, gross negligence, or wilful misconduct.

13. TERM AND TERMINATION

13.1 Commencement

This Agreement shall commence on the Effective Date and remain in effect during the Term as specified in the applicable Order Form or Annexure.

13.2 Renewal

Upon or prior to the expiration of the Term, the Parties shall engage in mutual discussions to agree upon the terms for extension or renewal of this Agreement.

13.3 Termination for Breach or Insolvency

Either Party shall be entitled to terminate this Agreement:

5. if the other Party is in breach of any of its material obligations or terms of this Agreement and fails to remedy such breach within sixty (60) days of receiving written notice specifying the breach; or

6. in the event the other Party is declared insolvent, a receiver is appointed in respect of its business or assets, or insolvency or winding-up proceedings (voluntary or compulsory) are initiated against the other Party, or it enters into any composition or settlement with its creditors.

14. EFFECT OF TERMINATION

Upon termination or expiry of this Agreement:

7. Each Party shall be released from all obligations and liabilities to the other arising after the date of termination, except for those obligations and liabilities that by their nature survive termination;

8. The Licensee shall forthwith cease to use or access Fibr AI and the Software Services, and the Service Provider shall forthwith revoke the license granted to the Licensee and remove all Licensee Data stored on Fibr AI; and

9. Prior to such removal, the Service Provider shall, within fifteen (15) days of a written request from the Licensee, provide a copy or extract of the Licensee Data in a mutually agreed format. The Service Provider shall destroy all Licensee Data within forty-five (45) days of termination or written request (whichever is earlier) and shall provide the Licensee with written confirmation of complete deletion or destruction.

15. NOTICE

All notices must be in writing and directed to the recipient as specified below or at such other address as the recipient may specify in writing:

AS TO: Service Provider

VibeMarketing Inc

Attention: Ankur Goyal, CEO

42700 Everglades Park Drive, Fremont, California 94538

Telephone: (408) 775-9403

Email: aj@fibr.ai  |  legal@fibr.ai

AS TO: Licensee

As specified in the applicable Order Form or Annexure, or as updated in writing by the Licensee.

Notices shall be deemed properly delivered and received: (i) the same day when personally delivered with receipt confirmed; (ii) one (1) business day after deposit with a commercial overnight courier; or (iii) the same day when sent by confirmed electronic transmission with a copy sent by commercial overnight courier.

16. ESCALATION MATRIX

The Licensee may use the following escalation matrix to raise any concern with respect to the Software Services. The Service Provider commits to a first response time of forty-eight (48) hours.

Escalation Level

Contact

Email

L1: Initial Reporting: support@fibr.ai

L2: Escalation Manager: To be assigned

L3: Highest Level: CEO <aj@fibr.ai>

17. GOVERNING LAW AND JURISDICTION

17.1 Good Faith Resolution

In the event of any dispute and/or difference which may arise between the Parties in construing, constructing, or assigning any meanings to the terms of this Agreement or the non-fulfilment of any of its terms, the Parties shall resolve the same acting in good faith by giving each other written notice of the existence of such disputes and/or differences and shall attempt to resolve them through good faith negotiations and appropriate mediation proceedings for a period of at least thirty (30) days before filing any claim.

17.2 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to any conflict of law principles. The venue for any action, dispute, claim, or otherwise shall be New Castle County, Delaware, USA, which shall have exclusive jurisdiction in respect of any disputes arising out of this Agreement.

17.3 Recovery of Costs

In connection with any litigation, arbitration, and/or dispute resolution arising out of this Agreement, the prevailing Party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, paralegal fees, and all arbitration, trial, appellate, and bankruptcy proceeding costs.

THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.

18. MISCELLANEOUS

18.1 Waiver

No provision of this Agreement may be waived except by a written agreement signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision.

18.2 Independent Contractor

The relationship between the Parties shall be on a principal-to-principal basis. Nothing herein shall be deemed to constitute either Party as the agent, representative, joint venture partner, or employee of the other Party for any purpose.

18.3 Severability

If any provision of this Agreement is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, such fact shall not affect any other provision. The remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been inserted herein.

18.4 Survival

Notwithstanding any termination of this Agreement, the obligations of the Parties which by their nature are intended to survive termination shall survive and continue to be enforceable, including but not limited to Clauses 1, 4, 6, 9, 10, 11, 12, 14, 15, 17, and 18.

18.5 Amendments

Any variation to this Agreement must be in writing and executed by both Parties. No change, modification, or termination of any terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

18.6 Entire Agreement

This Agreement, together with any Order Form or Annexure agreed to by the Parties, sets forth all the promises, covenants, agreements, conditions, and understandings between the Parties and constitutes the entire agreement between them. It supersedes all prior and contemporaneous understandings, inducements, conditions, and agreements, express or implied, oral or written, between the Parties with respect to the subject matter hereof.

18.7 Assignment

Neither Party shall assign, sell, transfer, delegate, or subcontract its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

18.8 Counterparts and Electronic Execution

This Agreement may be executed by electronic means (including .pdf) and in any number of counterparts, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one agreement binding on the Parties.

18.9 Construction

The paragraph headings, captions, or abbreviations in this Agreement are used for convenience only and shall not be resorted to for the interpretation of this Agreement. Wherever the context requires, the masculine shall include the feminine, the singular shall include the plural, and vice versa.

18.10 Compliance with Applicable Laws

Each Party shall comply with all Applicable Laws in its performance of this Agreement and the performance of any subcontractors, representatives, or others acting on its behalf.

18.11 Time is of the Essence

Time is of the essence with respect to any and all terms, conditions, and provisions of this Agreement.

18.12 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns and, as applicable, to the heirs and legal representatives of the Parties.

By accessing or using the Fibr AI platform and/or Software Services, the Licensee confirms that it has read, understood, and agrees to be bound by these Terms and Conditions.

Grievance Redressal Mechanism

If you have any concerns, complaints, or grievances regarding the use of our services, you may contact our Grievance Officer. We are committed to addressing your concerns promptly and efficiently.

• Grievance Officer: Ankur Goyal

• Email Address: aj@fibr.ai

• Contact Address: 42700 Everglades Park Drive, Fremont, CA 94538, United States

Response Time: We will acknowledge your grievance within 15 working days and aim to resolve it within 10 working days of receipt.
Please ensure that your grievance includes the following details:

1. Your name and contact information.

2. A clear description of your concern or complaint.

3. Relevant documents or evidence supporting your grievance (if applicable).