Terms and Conditions at Chaos Genius

These Terms of Service (“Terms”) describe the terms under which GoodHealth Technologies, Inc. (“We”, “Our”, “Us”, “Chaos Genius”, “Company”) provides an entity, who subscribes to Our Services and/or creates an Account with Us and their Users, access to and use of Our Services (“You”, “Your”, “Yourself”, “Customer”). By accessing and/or using Our Services (“Services” shall mean Our cloud-based platform and any other proprietary platforms provided to You over the internet/cloud that helps You with optimizing Your snowflake accounts and any new services that We may introduce as a Service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, and any Documentation.), a) You agree to be bound by these Terms and acknowledge having read the privacy notice located at https://www.chaosgenius.io/privacy.html (“Privacy Notice”). b) You warrant to Us that You are legally competent to enter into these Terms c) that, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately cease using our Service(s). You must be older than :(i) eighteen (18) years, or (ii) at least the age of majority in the jurisdiction where You reside when You access and Use Our Services. If You do not fall under above classification, please do not access or use Our Services. You and Us will be individually referred to as “Party” and collectively as “Parties”.

1. Customer Rights

Subject to Customer’s compliance with this Agreement and solely during the Term, Customer shall have the limited, non-exclusive, revocable right to access and use the Services for Customer’s internal business purposes in accordance with the subscription plan as specifically stated in an Order Form.

2. SAAS SERVICES AND SUPPORT

2.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services and applicable support services.

2.2 Any enhancements, new features, modules or updates (“Updates”) to the Services are also subject to this Agreement and the Company reserves the right to deploy Updates at any time.

2.3 Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Software Restrictions

Customer will not, directly, or indirectly:

• (i) License, sublicense, sell, resell, rent, lease transfer, assign, distribute, disassemble, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, Documentation (“Documentation” shall mean any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by the Company to Customer or Customer’s Users through the Services or otherwise. or data related to the Services (“Software”))
• (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services);
• (iii) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks
• (iv) use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party
• (v) modify, remove, or obstruct any proprietary notices or labels.
• (vi) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
• (vii) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software;
• (viii) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means)

3.2

Customer is responsible for adding the relevant User (“User” shall mean those who are designated users within the Services, including an Account administrator, and other users) to access and use the Services and ensure that the Users abide by the terms of this Agreement while using the Services.

3.3 Export Control

Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The Services and Documentation, thereof may be subject to export laws and regulations of the U.S. and other applicable jurisdictions. Customer represents and warrants that Customer is not on any U.S. government prohibited list. Customer shall not permit any User to access or use the Services or Documentation in a country or region that is embargoed by the U.S. or other applicable jurisdictions or in violation of any export law or regulation of the U.S. or other applicable jurisdictions.

3.4 Federal Government End Use Provisions

If the Services are being or have been acquired with U.S. Federal Government funds, or Customer is an agency, department, or other entity of the United States Government, as defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.5 Customer Compliance

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer represents and warrants that it has obtained and maintained necessary authorizations, approvals and permissions from Users for the purpose of uploading Customer Data into the Services and for the purpose of providing the Services to the Customer.

3.6 Prohibited Activity

If Company informs Customer that a specified activity or purpose is prohibited with respect to the Services, the Customer will ensure that Customer immediately cease use of the Services for such prohibited activity or purpose.

3.7 Customer shall Obtain and Maintain Equipment

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.8 Protection of Customer Data.

Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.

4. CONFIDENTIALITY

4.1 Confidential Information.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information (Confidential Information shall mean all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) of the information and circumstances of disclosure. It is also further clarified that for the purpose of this Agreement, any non-public information regarding features, functionality and performance of the Service shared by the Company shall be regarded as Confidential Information and in the same manner Customer Data shall also be regarded as Confidential Information of the Customer). The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to this Agreement that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data

4.2 Exceptions

Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. The disclosing Party shall bear the burden of proof for the existence of these exemptions

4.3 Protection of Confidential Information.

The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

4.4 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure

4.5 Confidentiality Term.

The confidentiality obligations set forth in this Section 4 shall survive for a period of five (5) years from the date of the initial disclosure of the applicable Confidential Information.

5. PROPRIETARY RIGHTS

5.1 Customer Data.

Customer owns all rights, title and interest in and to the Customer Data. Customer grants to Company an exclusive, non-transferable, worldwide, and royalty-free license to use and exploit Customer Data to provide the Services. The Customer understands and agrees that in an event of change of control wherein the Company is merged and/or reconstituted into another entity, then, the license as stated above shall be extended to such entities.

5.2 Deletion or Return of Customer Data.

Upon termination or expiration of this Agreement, Company shall, upon Customer’s request, delete or make available to Customer for retrieval all relevant Customer Data in Company’s possession within thirty (30) days from the date of termination or expiration of the Agreement (“Data Export Period”), with the exception of (i) any Customer Data that Company is required to retain by an applicable law; and (ii) any Customer Data that is aggregated or anonymized data that is not personal information or personal data, as defined by any applicable data privacy laws or regulations. Beyond the Data Export Period, the company reserves the right to delete all the Customer in Company’s possession within a period of one year (“Data Retention Period”).

5.3 Intellectual Property. Except for rights granted to the Customer under Clause 1

Company shall own and retain all right, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the (a) the Services and Software, (b) all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with implementing or supporting the Services, and (d) all intellectual property rights related to any of the foregoing including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with the Company.

5.4

The Company shall have a right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback the Company receives from Customer.

5.5

All rights not expressly provided to Customer herein are reserved.

6. THIRD PARTY SERVICE(S)

6.1 The Services enables integration with a wide range of Third-party Service(s) (“Third Party Service(s)” shall mean third party application(s) or service(s) integrating with the Service(s) through APIs or otherwise enabled through the Services which require Customer to have Customer’s own accounts with such third-party application(s) or service(s) in order to utilize them). Customer acknowledges and agrees that Customer’s use of Third-party Service(s) will be subject to the terms and conditions and privacy policies of such third-party and that the Company shall not be liable for Customer’s enablement, access or use of such Third-party Service(s), including Customer Data processed by such third party. Customer should contact that Third- party service provider for any issues arising in connection with Customer’s use of such Third-party Service(s).

6.2 When Customer authorises integration with Third-party Service(s), Customer authorizes the Company to access and store certain data provided by the Third-party Service(s) and any other information that the Third-party Service(s) makes available to the Company, and to process it in accordance with this Agreement.

6.3 Customer is responsible for authorizing the integration of the Third-party Service(s) and ensuring the Company’s access to and the transmission of Customer Data through the Services. The Company shall not be liable for ensuring the accuracy and sufficiency of Customer Data submitted to and transmitted through the Services. Customer acknowledges and agrees that the Company shall have no liability for claims arising due to Customer’s violation of this clause.

7. PAYMENT OF FEES

7.1 Fees.

Customer will pay Company the applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer.

7.2 Invoicing and Payment.

Customer may opt to pay the Fees upfront via online mode of payment or within thirty (30) days from the receipt of invoice from the Company. Customer hereby authorizes the Company or Company’s authorized agents, as applicable, to bill Customer upon Customer’s subscription to the Services (and any renewal thereof).

7.3 Taxes

Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. If Customer has an obligation to withhold any amounts under any law or tax regime, Customer shall gross up the payments so that the Company receives the amount actually quoted and invoiced on the Order Form.

7.4 Refund

The Customer understands and agrees that no refunds shall be provided by the Company during the Term of this Agreement or upon termination of this Agreement. Unless agreed to otherwise, all payments under the Order Form and this Agreement shall be made upfront.

7.5 Late Payments/Non-payment of Fees

The Company will notify Customer in the event Customer does not receive payments towards the Fees within the due date. The Company must receive payments within a maximum of ten (10) days from the date of the Company’s notice. If the Company does not receive payments within the foregoing time period, in addition to the Company’s right to other remedies available under law, Company may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Customer’s access to and use of the Services until the Company receives Customer’s payment towards the Fees as specified herein and/or; (iii) terminate Customer’s Account.

8. TERM AND TERMINATION

8.1 Term

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (any such additional period, a “Subsequent Term”, and collectively with the Initial Term and any prior Subsequent Terms, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current Term. The Customer understands and agrees that unless otherwise agreed to between the parties, the renewal shall be on the same terms as this Agreement.

8.2 Termination

In addition to any other remedies, it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and the responsible party doesn’t resolve the issue within (thirty) 30 days. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

8.3 Termination for Insolvency

Notwithstanding anything contained herein, either Party may terminate this Agreement without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.

8.4 Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, payment obligation, confidentiality obligations, warranty disclaimers, and limitations of liability.

9. WARRANTY AND DISCLAIMER

9.1 Warranties

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and warrants that the Services will perform in all material aspects in accordance with the Documentation.

9.2 Disclaimers

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, TIMELY, UNINTERRUPTED, SECURE, ACCURATE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID BY CUSTOMER FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

11. INDEMNIFICATION

11.1 Indemnification by Customer.

Customer shall indemnify and hold the Company harmless against any claim brought by a third party against the Company, the Company’s respective employees, officers, directors and agents arising from Customer’s acts or omissions in connection with Clause 3 of this Agreement provided that (a) the Company promptly notifies Customer of the threat or notice of such a claim; (b) Customer will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) the Company shall fully cooperate with the Customer in connection therewith.

11.2 Indemnification by Company.

The Company shall defend Customer, from any third-party claims alleging that Customer’s use of the Services as contemplated hereunder infringes any third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold Customer harmless from and against any damages and costs awarded against Customer, or agreed in settlement by the Company (including reasonable attorneys’ fees) resulting from such IP Claim. The Company will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Services by Customer, or Customer’s Users; (ii) modification of the Services by anyone other than the Company; or (iii) the combination, operation or use of the Services with other data, hardware or software not provided by the Company. If Customer’s use of the Services results or in the Company’s opinion is likely to result in an IP Claim, the Company may at its own option and expense (a) procure for the Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by the Company, then either Customer or the Company may terminate Customer’s subscription to the Services, and the Company shall refund Customer, on a pro-rated basis, any Fees that Customer has previously paid for the corresponding unused portion. This sections above state the Company’s entire liability and Customer’s exclusive remedy with respect to an IP Claim.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

12.2 Dispute Resolution.

The parties waive their rights to seek remedies in court in any jurisdiction, and will resolve any and all claims, disputes, or controversies relating in any way to this Agreement ("Disputes") as set forth in this Section. Nothing in this Section will be construed to waive any rights or timely performance of any obligations under this Agreement.

(a) The party raising the Dispute will promptly provide the other party with a written notice reasonably detailing the Dispute (a "Dispute Notice"). The parties will attempt to resolve the Dispute during the 30-day period after a party's receipt of a Dispute Notice.

(b) If the parties cannot timely resolve the Dispute through negotiation, before resorting to arbitration, the parties will try in good faith to settle the Dispute by mediation before a mutually agreed upon mediator. The mediation will be conducted in English and administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. If the parties are unable to agree upon a mutually acceptable mediator, the AAA will appoint a qualified mediator. The mediation proceeding will take place on the earliest practicable date following the submission of a request for mediation by either party, which request will be submitted within sixty (60) days after a party’s receipt of a Dispute Notice.

(c) If the Dispute is not resolved through mediation, the parties will submit the Dispute to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration will be conducted by a mutually agreed panel of 3 neutral arbitrators (or a panel of 3 selected by the AAA if the parties cannot agree). The arbitrators' award may be entered and enforced in any court with competent jurisdiction. The costs of the arbitration proceeding, including reasonable attorneys' fees and costs, will be determined by the arbitrators, who may apportion costs equally, or in accordance with any finding of fault or lack of good faith of either party.

12.3 Prohibition of Class and Representative Actions

CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

12.4 Waiver of Jury Trial.

THE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. The Parties are instead electing that all claims and disputes shall be resolved by arbitration under this Agreement.

13. MISCELLANEOUS

13.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.2 Assignment

Except to either Party’s affiliates/within their group companies, either Party may not, directly or indirectly, assign all or any part of this Agreement or their respective rights under this Agreement or delegate performance of its respective duties under this Agreement without the prior written consent, of the other Party, which consent shall not be unreasonably withheld. In the event of assignment to an affiliate, the Party assigning its performance shall promptly intimate the other Party of such assignment and shall not default in any of its payment obligations under this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

13.3 Entire Agreement.

This Agreement along with the Order Form is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

13.4 Relationship.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

13.5 Notice.

All notices under this Agreement will be in writing and will be deemed to have been duly given

• (i) when received, if personally delivered
• (ii) when receipt is electronically confirmed, if transmitted by facsimile or e-mail
• (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service and
• (iv) upon receipt, if sent by certified or registered mail, return receipt requested.

13.6 Public Relations.

Customer agrees that Company may identify Customer as a customer of Company in advertising, media relations, trade shows, the website, and other similar promotional activities, using Customer’s name and trademarks in accordance with Customer’s trademark guidelines.

13.7 Force Majeure.

Notwithstanding anything to the contrary contained elsewhere, the Company shall not be liable for unavailability of the Services caused by circumstances beyond the Company’s reasonable control, such as but not limited to, acts of God, acts of government, pandemic, epidemic, acts of terror or civil unrest, technical failures beyond the Company’s reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.