Last Updated: February 26, 2025

1. DEFINITIONS

1.1 "Agreement" means the order form (attached as Exhibit A, "Order Form"), these terms and conditions, and any document incorporated by reference in Section 11.4.

1.2 "Anonymized Data" means Customer Data permanently stripped of identifying details and any personally identifiable information, using commercially available standards that irreversibly alter data to ensure a data subject (individual or entity) cannot be identified directly or indirectly.

1.3 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer who access or use the Services under the rights granted to Customer pursuant to this Agreement.

1.4 "Customer Data" means the data, media, and content provided by Customer through the Services, including device usage data and environmental monitoring data.

1.5 "Customer Hardware" means the IoT-enabled CyClean disinfection devices purchased by the Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.6 "Effective Date" means the date this Agreement is mutually executed and enforceable by both Parties.

1.7 "Embedded Software" means the proprietary CyClean software and/or firmware integrated with or installed on CyClean Hardware to enable functionality and Services.

1.8 "CyClean Hardware" means CyClean disinfection devices, including IoT sensors, Far UV-C light modules, connectivity components, and any other physical elements necessary for operation.

1.9 "CyClean IP" means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. CyClean IP does not include Customer Data.

1.10 "CyClean Services" means the provision of CyClean’s IoT-enabled UV-C disinfection solutions, including data analytics, automation features, remote monitoring, and integration with third-party systems via the Web Interface.

1.11 "Integration Data" means any data shared with or received from third-party integrations requested by Customer.

1.12 "Retention Period" means the time period during which Customer Data is stored within CyClean’s cloud storage, as specified in the applicable Order Form.

1.13 "Term" means the duration specified in the Order Form during which the Customer is entitled to access and use CyClean Services.

1.14 "Web Interface" means the web-based platform or application through which Customers and Authorized End Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. CyClean hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the CyClean Services via the Web Interface during the Term, solely for Authorized End Users. Customer shall be responsible for ensuring all Authorized End Users comply with this Agreement.

2.2 Embedded Software License. CyClean grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Embedded Software as it pertains to CyClean Services, solely as necessary for Customer to use the CyClean Hardware and Services.

2.3 Support Services. CyClean shall provide technical support for its Services, including troubleshooting, remote diagnostics, and software updates. CyClean will use commercially reasonable efforts to respond to support requests within seventy-two (72) hours. Customers may contact support at [Insert Support Contact].

2.4 Updates and Service Interruptions. CyClean may update the platform as necessary to improve performance or comply with applicable laws. Services may be temporarily interrupted for maintenance, cyber threats, or force majeure events. CyClean will make reasonable efforts to notify Customers in advance.

3. CUSTOMER OBLIGATIONS

3.1 Account Security. Customer is responsible for maintaining the security of its accounts and passwords. Any unauthorized use must be reported immediately to CyClean.

3.2 Compliance with Laws. Customer shall use the Services in compliance with all applicable laws and regulations, including those governing data protection, workplace safety, and UV-C radiation exposure.

4. DATA USE AND LICENSING

4.1 Ownership of Data. Customer retains ownership of Customer Data. CyClean shall not sell Customer Data but may use it to enhance service quality and analytics.

4.2 Anonymized Data. CyClean may collect, analyze, and anonymize Customer Data to improve its Services and related systems, provided such data cannot be linked back to Customer.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party agrees to keep confidential all proprietary information shared under this Agreement and to use it only for the purposes of this Agreement.

6. PAYMENT TERMS

6.1 Billing and Fees. Customer agrees to pay all fees outlined in the Order Form. Payment terms are net thirty (30) days from the invoice date.

7. TERM AND TERMINATION

7.1 Term. The Agreement is effective from the Effective Date and will continue for the Term specified in the Order Form unless terminated earlier per Section 7.2.

7.2 Termination. Either Party may terminate this Agreement with thirty (30) days’ notice if the other Party materially breaches the Agreement and fails to cure within the notice period.

8. WARRANTY AND LIABILITY

8.1 Limited Warranty. CyClean warrants that its Services will perform materially as described in the applicable documentation. If a defect is found, CyClean will use commercially reasonable efforts to repair or replace the affected Hardware or Software.

8.2 Limitation of Liability. CyClean is not liable for indirect, incidental, or consequential damages. The total liability of CyClean shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

9. MISCELLANEOUS

9.1 Assignment. This Agreement is not assignable by either Party without prior written consent.

9.2 Governing Law. This Agreement shall be governed by the laws of the state in which Customer is located.

9.3 Amendments. CyClean reserves the right to update these Terms and Conditions. Customers will be notified of any material changes in advance.

By using CyClean Services, Customer acknowledges and agrees to these Terms and Conditions.