This Subscription Services Agreement ("Agreement") is entered into between XYKEN LLC DBA SnugFit Solutions ("Xyken") and Client. Xyken provides a hosted cloud-based 3D scanning platform (“Platform”) together with customized mobile applications (“Application”) that enable Client and its authorized users to access Xyken’s hosted services. Subject to this Agreement, Xyken grants Client a limited, non-exclusive, non-transferable right during the subscription term to access and use the hosted Platform and the Application. The Application may include the SnugFit™ O&P 3D Scanner, SnugFit Web 3D Scanner, SnugFit™ EarCam 3D Scanner, SnugFit™ Order-N-Scan, SnugFit™ SDK, SnugFit™ Deeplink, or another customized application developed for Client.
By downloading the Application from the App Store or Google Play Store, or deploying the Application directly through a web browser, you indicate your acceptance and agreement to be bound by all of the terms and conditions of this Agreement. These Agreement become effective upon your electronic acceptance or upon your downloading and/or use of the Application, whichever comes first. 
All rights not expressly granted to you are reserved.
In consideration of the mutual promises set forth herein and other good and valuable consideration, the Parties agree as follows:

1. THE SERVICES
1.1. Description of the Services: Xyken provides a hosted software platform and related subscription services (collectively, the "Services") designed to facilitate the capture, processing, reconstruction, storage, transmission, management, and integration of three-dimensional ("3D") scan data and related information. The Services may include, as applicable: (a) the hosted SnugFit Platform; (b) one or more customized mobile Applications; (c) cloud-based 3D scan processing and reconstruction; (d) software development kits ("SDKs"); (e) application programming interfaces ("APIs"); (f) software development tools and utilities; (g) web services and cloud infrastructure; (h) data storage and management services; (i) technical support, software updates, maintenance, and security updates; and (j) other subscription services identified in the applicable Sales Agreement. The Services are designed to operate on supported Apple and Android mobile devices utilizing compatible front-facing or rear-facing cameras and other supported hardware configurations. The Services may be used to capture digital scans of various body parts or objects, including, but not limited to, feet, knees, legs, arms, hands, ears, heads, faces, torsos, and other body regions or products supported by the Services. "Client Data" means all data, information, images, photographs, videos, three-dimensional scans, measurements, metadata, order information, user-generated content, customer information, and other materials submitted to, collected by, transmitted through, processed by, or stored using the Services by or on behalf of Client or its Authorized Users.
1.2. Regulatory Compliance: The Services include user authentication and commercially reasonable security features designed to assist Client in protecting access to Client Data. However, Client acknowledges that compliance with applicable laws and regulations, including HIPAA, FISMA, GLBA, privacy laws, medical device regulations, consumer protection laws, and other industry-specific requirements applicable to Client's business, remains solely Client's responsibility. Client shall use the Services only in compliance with all applicable laws and regulations. Xyken does not represent or warrant that the Services alone satisfy any specific legal or regulatory requirements applicable to Client. 
1.3. SDK, APIs, and Development Tools: During the Subscription Term, Xyken may make available SDKs, APIs, software libraries, documentation, development tools, sample code, and related materials (collectively, the "Development Tools") to Client. Subject to this Agreement, Client may use the Development Tools solely for the purpose of integrating the Services into Client's authorized software applications, developing approved New Applications, or implementing integrations expressly authorized by Xyken. Client shall not use the Development Tools for any unauthorized purpose, including creating competing products or services, reverse engineering the Services, or otherwise exceeding the scope of the license granted under this Agreement. 
1.4. New Applications: Client may develop or engage Xyken to develop one or more customized applications or software solutions ("New Applications") utilizing the Development Tools or other technology provided by Xyken. Unless otherwise expressly agreed in writing, all New Applications shall remain subject to the terms and conditions of this Agreement. Client's right to use any New Application shall automatically terminate upon termination or expiration of this Agreement. 
1.5. Changes to the Services: Xyken may, from time to time, modify, enhance, improve, replace, discontinue, or update the Services to improve performance, security, reliability, compatibility, regulatory compliance, or functionality, provided that such changes do not materially reduce the core functionality of the Services purchased by Client during the applicable Subscription Term.

2.ACCESS RIGHTS AND LIMITED LICENSE
2.1. Grant of License: Subject to Client's compliance with this Agreement and timely payment of all applicable fees, Xyken grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services, including the Platform and the customized Application, solely for Client's internal business operations and, where applicable, to provide Client's authorized consumer-facing ordering services. No ownership rights are granted or transferred under this Agreement. Client receives only the limited license expressly set forth herein.
2.2. Authorized Users: Client may permit its employees, contractors, agents, or other authorized users ("Authorized Users") to access and use the Services on Client's behalf, provided that Client remains fully responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.
2.3. Updates and Enhancements: Xyken may provide updates, upgrades, patches, bug fixes, security updates, enhancements, or new functionality to the Services from time to time. Unless otherwise agreed in writing, all such updates shall be deemed part of the Services and shall be governed by this Agreement.
2.4. Restrictions on Use: Except as expressly permitted under this Agreement, Client shall not, and shall not permit any third party to: (a) copy, reproduce, distribute, sell, lease, sublicense, assign, or otherwise transfer the Services; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, object code, algorithms, or underlying structure of the Services; (c) modify, adapt, translate, or create derivative works of the Services, except as expressly authorized under Sections 1.3 and 1.4 or otherwise approved in writing by Xyken; (d) remove, alter, or obscure any copyright, trademark, patent, or proprietary notices contained in the Services; (e) use the Services to develop, train, or improve any competing product or service; (f) use the Services in violation of any applicable law or regulation; or (g) exceed the scope of the license granted under this Agreement.
2.5. Unauthorized Use: Any unauthorized access to or use of the Services constitutes a material breach of this Agreement and may result in immediate suspension or termination of Client's access rights, in addition to any other rights or remedies available to Xyken under this Agreement or applicable law.
2.6. Modifications to the Services or Agreement: Xyken may modify the Services from time to time in accordance with this Agreement. Xyken may also amend this Agreement by providing Client with at least thirty (30) days' prior written notice. Any amendment shall become effective on the date specified in the notice. If Client does not agree to the amendment, Client's exclusive remedy shall be to terminate the Agreement before the effective date of the amendment. Continued use of the Services after the effective date constitutes acceptance of the amended Agreement.
2.7. Client Content and Generated Materials: Except as otherwise provided in this Agreement, nothing herein restricts Client's ownership, use, distribution, commercialization, or exploitation of Client Data or any products, designs, materials, content, or other work product generated by or for Client using the Services, provided that such activities do not infringe Xyken's Intellectual Property Rights or violate this Agreement.

3. DISCLAIMER
3.1. Technology Platform: The Services, including the Platform, Application, SDK, APIs, cloud services, scan processing services, and related documentation, are provided solely as technology tools to assist Client and its Authorized Users in capturing, processing, managing, transmitting, and storing three-dimensional scan data and related information. Xyken does not provide medical, clinical, engineering, manufacturing, design, legal, or other professional services or advice.
3.2. No Medical or Professional Advice: The Services are not intended to diagnose, treat, cure, mitigate, monitor, or prevent any disease, injury, or medical condition, nor are they intended to replace the independent judgment of healthcare professionals, manufacturers, retailers, designers, engineers, or other qualified personnel. Client is solely responsible for determining the suitability of the Services for its intended use.
3.3. Product Responsibility: Xyken does not manufacture, prescribe, recommend, fit, distribute, sell, warrant, or certify any orthotic, prosthetic, footwear, compression garment, hearing device, wearable product, consumer product, medical device, or other product produced or supplied by Client or any third party. Client is solely responsible for: all product designs, sizing decisions, manufacturing, quality control, consumer recommendations, fulfillment, regulatory compliance, customer support, and warranty obligations. 
3.4. Scan Accuracy: While Xyken uses commercially reasonable efforts to provide accurate scan processing and measurement technologies, scan quality and measurement accuracy depend upon numerous factors, including but not limited to: device capabilities, camera calibration, lighting conditions, scanning technique, user movement, environmental conditions, internet connectivity, third-party hardware, and Client's implementation. Accordingly, Xyken does not warrant that every scan, reconstruction, measurement, or generated output will be accurate, complete, or suitable for Client's intended use. Client is responsible for independently validating all measurements, scan results, and outputs before using them for manufacturing, clinical, commercial, or consumer purposes.
3.5. Availability of Services: Xyken does not warrant that the Services will be uninterrupted, error-free, secure, or available at all times. Temporary interruptions may occur due to: scheduled maintenance, emergency maintenance, software updates, cloud provider outages, internet failures, mobile operating system changes, third-party services; or events beyond Xyken's reasonable control. 
3.6. Third-Party Services: The Services may integrate with third-party software, cloud services, APIs, payment systems, ordering platforms, or hardware. Xyken does not control and is not responsible for the operation, availability, security, performance, or accuracy of any third-party products or services.

4. HOSTED PLATFORM SERVICES
4.1. Hosted Platform Services: During the Subscription Term, and subject to Client's compliance with this Agreement, Xyken shall provide Client with access to the applicable hosted SnugFit Platform and the Subscription Services. The Subscription Services may include: (a) access to the customized mobile Application; (b) user authentication and license management; (c) cloud-based 3D scan processing and reconstruction; (d) secure storage of scan data; (e) communication with Client's API, cloud storage, or approved third-party systems; (f) software updates, bug fixes, security patches, and performance improvements; (g) server-side processing; (h) usage monitoring for billing purposes; and (i) commercially reasonable technical support. The specific Subscription Services shall be those identified in the applicable Sales Agreement or other written agreement between the Parties.
4.2. Platform Availability: Xyken will use commercially reasonable efforts to maintain Platform availability. Temporary interruptions due to maintenance, outages, updates, security incidents, or events beyond Xyken's reasonable control shall not constitute a breach of this Agreement.
4.3. Platform Updates: Xyken may modify, improve, update, or enhance the Platform and Application, including functionality, user interface, security, compatibility, and 3D scanning or reconstruction algorithms. Unless otherwise agreed, all updates remain the exclusive property of Xyken. 
4.4. Technical Support: During the Subscription Term, Xyken shall provide commercially reasonable technical support relating to operation of the Platform and Application, including troubleshooting, API integration assistance, configuration guidance, and software defect resolution.
4.5. Third-Party Services: The Platform may communicate with third-party services designated by Client. Xyken is not responsible for the availability, security, or performance of third-party services not owned or controlled by Xyken. Client is responsible for obtaining necessary permissions and licenses.
4.6. Client Responsibilities: Client shall provide compatible mobile devices and internet connectivity, maintain required third-party accounts and credentials, ensure Authorized Users comply with this Agreement, and promptly notify Xyken of suspected unauthorized access.
4.7. Suspension of Services: Xyken may temporarily suspend access to protect the Platform, perform maintenance, comply with law, or prevent misuse, using commercially reasonable efforts to minimize disruption.
4.8. End of Subscription: Upon expiration or termination, Client's right to access and use the Platform and customized Application shall immediately cease. Xyken may disable access and remove Client data in accordance with its data retention policies and this Agreement.

5. COLLECT AND USE OF DATA
By downloading and using the Platform and Application, you acknowledge and agree that Xyken may collect, access, and retain your personal information including, but not limited to, name, email, address, phone number, and application usage record. Xyken’s use of this material and information is subject to Xyken’s privacy policy (https://www.snugfitsolutions.com/privacy-policy). Please read these agreements carefully to understand how your data will be used and protected.  

6. INDEMNIFICATION
6.1. Indemnification by Client: Client shall indemnify, defend, and hold harmless Xyken, its affiliates, and its respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the "Xyken Indemnitees") from and against any and all third-party claims, actions, demands, liabilities, damages, judgments, settlements, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's or any Authorized User's breach of this Agreement; (b) Client's misuse of the Platform, Application, Subscription Services, SDK, APIs, Tools, or any other Services provided by Xyken; (c) Client's violation of any applicable law, regulation, or governmental requirement, including but not limited to HIPAA, FISMA, GLBA, export control laws, privacy laws, or data protection regulations; (d) any security incident, cybersecurity event, or unauthorized access involving Client's systems, Client Data, credentials, or infrastructure that is not caused by Xyken's breach of this Agreement; (e) Client Data, including any allegation that Client Data infringes, misappropriates, or otherwise violates any third-party intellectual property, privacy, publicity, or other proprietary rights; (f) any customization, modification, enhancement, or integration requested by or performed on behalf of Client that was not developed solely by Xyken; (g) Client's development, distribution, licensing, or use of any New Application or software developed using the SDK or other development tools provided by Xyken; (h) any claim brought by Client's customers, patients, users, distributors, business partners, or other third parties arising from Client's products, services, clinical decisions, manufacturing decisions, or use of the Services; or  (i) the negligence, willful misconduct, or fraudulent acts or omissions of Client or its Authorized Users.
6.2. Indemnification by Xyken: Xyken shall indemnify, defend, and hold harmless Client, its officers, directors, employees, agents, successors, and assigns (collectively, the "Client Indemnitees") from and against any third-party claim alleging that Client's authorized use of the Services in accordance with this Agreement directly infringes or misappropriates any third-party Intellectual Property Rights. Xyken shall have no obligation to indemnify Client to the extent that any claim arises from: (a) Client's use of the Services other than in accordance with this Agreement or Xyken's documentation; (b) any modification of the Services not made or expressly authorized by Xyken; (c) the combination of the Services with any third-party software, hardware, products, systems, networks, AI models, or services not supplied or approved by Xyken; (d) Client Data; (e) Client's failure to timely implement any update, upgrade, replacement, patch, or modification provided by Xyken; (f) any New Application, software, or derivative work created by Client; (g) specifications, instructions, designs, branding, workflows, or requirements provided by Client; or (h) any continued use of the Services after Xyken has provided a replacement, modification, workaround, or other solution intended to avoid or resolve the alleged infringement.
6.3. Indemnification Procedure: A Party seeking indemnification (the "Indemnitee") shall provide the other Party (the "Indemnitor") with written notice of any claim within a reasonable time after becoming aware of such claim. The Indemnitor shall have sole control of the defense and settlement of the claim using counsel of its choosing, provided that the Indemnitor shall not settle any claim without the Indemnitee's prior written consent if such settlement: (a) admits liability on behalf of the Indemnitee; (b) imposes any monetary obligation upon the Indemnitee; (c) imposes any ongoing obligation upon the Indemnitee; or (d) fails to provide the Indemnitee with a full and unconditional release of liability. The Indemnitee shall reasonably cooperate with the Indemnitor in defending the claim at the Indemnitor's expense. If the Indemnitor fails to assume the defense within a reasonable period after receiving notice, the Indemnitee may defend or settle the claim, and the Indemnitor shall remain responsible for all indemnification obligations to the extent permitted under this Agreement.
6.4. Infringement Mitigation: If Xyken reasonably determines that the Services are likely to become, or have become, the subject of an intellectual property infringement claim, Xyken may, at its sole discretion and expense: (a) obtain for Client the right to continue using the affected Services; (b) modify or replace the affected Services so that they become non-infringing while providing substantially equivalent functionality; (c) provide a commercially reasonable workaround or alternative solution; or (d) terminate the affected Subscription Services upon written notice and refund any prepaid subscription fees applicable to the unused portion of the terminated Subscription Term. Client agrees to promptly implement any modification, replacement, update, or workaround provided by Xyken that is intended to avoid or resolve an alleged infringement. This Section 6 states Xyken's sole liability and Client's exclusive remedy for any actual or alleged infringement or misappropriation of any third-party Intellectual Property Rights arising from the Services. 
6.5. Clinical, Consumer, and Product Responsibility: Client acknowledges that the Services are intended to facilitate the capture, processing, storage, transmission, and management of three-dimensional scan data for a variety of commercial applications, including but not limited to orthotics, prosthetics, footwear, compression garments, hearing devices, wearable products, consumer products, and other custom-fit products. The Services may be used by healthcare professionals, manufacturers, retailers, distributors, business customers, consumers, or other authorized users. Xyken provides only the technology platform and related Subscription Services. Xyken does not diagnose, prescribe, recommend, design, manufacture, fit, sell, distribute, or warrant any medical device, orthotic, prosthetic, hearing device, footwear, garment, consumer product, or other product or service produced, sold, or provided by Client or any third party. Client is solely responsible for: (a) determining the suitability of the Services for its intended use; (b) all product design, manufacturing, fitting, fulfillment, and quality control; (c) all measurements, sizing decisions, product recommendations, and ordering workflows; (d) all clinical decisions, if applicable; (e) all consumer-facing content, marketing, warranties, and representations; and (f) compliance with all applicable laws, regulations, industry standards, and contractual obligations relating to Client's products and services. Accordingly, Xyken shall have no obligation to indemnify Client for any claim arising from or relating to: (i) clinical judgment or treatment decisions; (ii) consumer purchasing decisions; (iii) product sizing, fit, comfort, effectiveness, or performance; (iv) manufacturing defects; (v) product recalls; (vi) regulatory compliance of Client's products; (vii) injuries, damages, or losses allegedly resulting from products manufactured, sold, prescribed, recommended, or supplied by Client or any third party; or (viii) any information, recommendations, or representations provided by Client to its customers or users. Client acknowledges that the Services are intended solely as a technology platform to assist in the collection and processing of digital scan data and are not intended to replace the independent judgment, quality control, product validation, or business processes of Client.

7. LIMITATIONS OF LIABILITY     
7.1. Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Limitation of Liability: EXCEPT AS PROVIDED IN SECTION 7.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XYKEN'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, THE PLATFORM, THE APPLICATION, OR ANY RELATED SUBSCRIPTION SERVICES SHALL NOT EXCEED THE TOTAL RECURRING SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT TO XYKEN DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
For purposes of this Agreement, "Recurring Subscription Fees" means only the recurring monthly subscription fees and recurring usage-based fees actually paid by Client under this Agreement. Recurring Subscription Fees expressly exclude:  (a) one-time Application customization or setup fees; (b) implementation fees; (c) integration fees; (d) professional services fees; (e) consulting fees; (f) training fees; (g) SDK licensing fees, if separately licensed under a separate agreement; (h) reimbursable expenses; (i) taxes; and (j) any other non-recurring fees or charges. 
7.3. Exceptions: The limitations and exclusions set forth in this Section shall not apply to: (a) either Party's fraud or fraudulent misrepresentation; (b) either Party's gross negligence or willful misconduct; (c) Client's obligation to pay all fees and other amounts due under this Agreement; (d) either Party's indemnification obligations under Section 6; (e) Client's infringement or misappropriation of Xyken's Intellectual Property Rights, Confidential Information, or proprietary technology; or (f) any liability that cannot be limited or excluded under applicable law.
7.4. Allocation of Risk: Client acknowledges and agrees that the fees charged by Xyken under this Agreement have been established in reliance upon the disclaimers, exclusions of warranties, indemnification provisions, and limitations of liability set forth in this Agreement. The Parties further acknowledge and agree that these provisions reflect a fair and reasonable allocation of risk between the Parties, constitute an essential basis of the bargain between the Parties, and shall apply notwithstanding any failure of the essential purpose of any limited remedy provided under this Agreement.

8. SUSPENSION OR TERMINATION OF THE SERVICES
Xyken may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate, or otherwise deny Client's, any Authorized User's, or any other Person's access to or use of all or any part of the services without incurring any resulting obligation or liability, if: (a) Xyken receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Xyken to do so; or (b) Xyken believes, in its good faith and reasonable discretion, that: (i) Client or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. Section 8 does not limit any of Xyken’s other rights or remedies, whether at law, in equity, or under this Agreement.

9.WARRANTY AND WARRANTY DISCLAIMER 
9.1. Limited Warranty: Xyken warrants that during the Subscription Term: (a) the Services will substantially conform to the Documentation the applicable Documentation; (b) Xyken has the authority to provide the Services under this Agreement; (c) Xyken will use commercially reasonable efforts to maintain the availability of the hosted Platform; (d) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (e) Xyken will use commercially reasonable efforts to correct reproducible defects reported by Client.
9.2. Warranty Exclusions: The above warranty does not apply if the issue results from: (a) misuse; (b) unauthorized modifications; (c) third-party software; (d) third-party hardware; (e) internet connectivity; (f) mobile operating system changes; (g) use contrary to Documentation; (h) unauthorized integrations; (i) force majeure; (j) Client Data.
9.3. Defect Reporting: Client shall notify Xyken in writing within thirty (30) days after discovering a reproducible defect. The notice shall include sufficient information for Xyken to reproduce the issue.
9.4. Exclusive Remedy: If Xyken determines that the reported issue constitutes a breach of the limited warranty, Xyken shall, at its sole discretion: (a) repair the affected Services; (b) provide a workaround; (c) replace the affected functionality; or (d) if commercially unreasonable, terminate the affected Subscription Services and refund prepaid subscription fees applicable to the unused portion of the Subscription Term. These remedies constitute Client's exclusive remedy. 
9.5. Warranty Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."  TO THE MAXIMUM EXTENT PERMITTED BY LAW, XYKEN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AVAILABILITY, UNINTERRUPTED OPERATION. 
9.6. No Guarantee:  Client acknowledges that: software defects may occur; mobile operating systems may change; third-party services may become unavailable; cloud services may experience interruption; scan quality depends upon device capabilities; and environmental conditions, and user operation. Accordingly, Xyken does not warrant that every scan, reconstruction, measurement, or output will be error-free or suitable for every intended purpose.

10.LEGAL COMPLIANCE
10.1. Compliance with Applicable Laws: Each Party shall comply with all applicable federal, state, local, and international laws, regulations, rules, and governmental requirements applicable to its performance under this Agreement. Client shall use the Services only for lawful purposes and in compliance with all applicable laws and regulations, including those relating to privacy, data protection, consumer protection, healthcare, export controls, trade sanctions, anti-corruption, and intellectual property rights.
10.2. Export Controls and Sanctions: Client represents and warrants that neither it nor any of its Authorized Users is: (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive economic or trade sanctions administered by the United States; (b) identified on any United States government list of prohibited, restricted, or sanctioned persons or entities; or (c) otherwise prohibited by applicable law from accessing or using the Services. Client shall not directly or indirectly export, re-export, transfer, release, provide access to, or otherwise make the Services, Platform, Application, SDK, APIs, or any related technology available to any country, territory, entity, or person in violation of applicable export control or trade sanction laws.
10.3. Compliance Responsibility: Client is solely responsible for ensuring that its use of the Services, including the collection, storage, processing, transmission, and export of Client Data, complies with all applicable laws and regulations in each jurisdiction where Client conducts business.

11.INTELLECTUAL PROPERTY RIGHTS
11.1. Ownership of Xyken Intellectual Property: Xyken is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Services, including the Platform, Application, SDK, APIs, Tools, Documentation, cloud infrastructure, computer vision technology, artificial intelligence models, algorithms, software, source code, object code, user interfaces, workflows, designs, know-how, trade secrets, and all related Intellectual Property Rights, whether existing before or developed during the Term of this Agreement. Except for the limited rights expressly granted in this Agreement, no ownership or other rights are transferred to Client.
11.2. License Granted to Client: Subject to Client's compliance with this Agreement and payment of all applicable fees, Xyken grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for Client's internal business purposes or, where applicable, to provide Client's authorized consumer-facing ordering services. Client shall not: copy; distribute; sell; lease; sublicense; reverse engineer; decompile; disassemble; create competing products; remove proprietary notices; or otherwise exploit the Services except as expressly permitted under this Agreement. 
11.3. Customized Applications: A customized Application developed by Xyken for Client, including all software modifications, enhancements, integrations, APIs, workflows, and functionality created by Xyken, shall remain the exclusive property of Xyken. Client receives only the license rights expressly granted under this Agreement.
11.4. Client Branding: Client shall retain all right, title, and interest in: Client's trademarks; trade names; logos; brand colors; graphical assets; domain names; marketing materials; application name; and other Client branding. Client may request that Xyken incorporate such branding into the customized Application. The incorporation of Client branding into the Application shall not transfer ownership of the underlying software or Services to Client.
11.5. New Applications: To the extent Client develops, or engages Xyken to develop, any New Application using the SDK, APIs, or other development tools provided by Xyken, Client shall own the application-specific business logic, branding, content, and user interface created specifically for such New Application. However, Xyken shall retain all ownership of its Platform, SDK, APIs, software framework, scan technology, algorithms, computer vision technology, artificial intelligence models, cloud services, and all associated Intellectual Property Rights incorporated into or used by the New Application.
11.6. Client Data: As between the Parties, Client retains all ownership rights in Client Data.Nothing in this Agreement transfers ownership of Client Data to Xyken. Client grants Xyken only those rights necessary to host, process, store, transmit, analyze, and otherwise provide the Services.
11.7. Improvements and Feedback: Any improvements, enhancements, corrections, derivative works, optimizations, modifications, new features, or other developments made by Xyken relating to the Services shall remain the exclusive property of Xyken. If Client provides suggestions, ideas, comments, feature requests, or other feedback relating to the Services, Client grants Xyken a perpetual, worldwide, irrevocable, royalty-free right to use, incorporate, modify, and commercialize such feedback without restriction or compensation.
11.8. Reservation of Rights: Except for the limited license expressly granted under this Agreement, Xyken reserves all rights not expressly granted to Client. No implied license shall arise under this Agreement.
11.9. Intellectual Property Claims: The Parties' respective rights and obligations regarding third-party claims alleging infringement or misappropriation of Intellectual Property Rights shall be governed exclusively by Section 6 (Indemnification).

12.APPLICABLE LAW
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of law principles.
12.2. Dispute Resolution for United States Clients: If Client is organized under the laws of, or has its principal place of business within, the United States, any legal action, suit, or proceeding arising out of or relating to this Agreement, including its interpretation, performance, breach, termination, or validity, shall be brought exclusively in the state courts located in Fairfax County, Virginia, or the United States District Court for the Eastern District of Virginia, Alexandria Division.
Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based upon lack of personal jurisdiction, improper venue, or forum non conveniens.
12.3. Dispute Resolution for International Clients: If Client is organized under the laws of, or has its principal place of business outside the United States, any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, performance, breach, termination, or validity, shall be finally resolved by binding arbitration administered by the American Arbitration Association's International Centre for Dispute Resolution ("ICDR") in accordance with its International Arbitration Rules then in effect. The arbitration shall: (a) be conducted in the English language; (b) be conducted by one (1) arbitrator, unless the Parties mutually agree otherwise; (c) have its legal seat and place of arbitration in Fairfax County, Virginia, United States, unless the Parties agree otherwise in writing; and (d) result in an award that shall be final and binding upon the Parties and may be entered and enforced in any court having jurisdiction.
12.4. Injunctive Relief: Notwithstanding Sections 13.2 and 13.3, either Party may seek temporary, preliminary, or permanent injunctive or equitable relief from any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, trade secrets, or other proprietary rights pending the final resolution of any dispute.
12.5. Recovery of Costs: The prevailing Party in any action, suit, arbitration, or other proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, arbitration costs, court costs, and other reasonable expenses incurred in enforcing its rights, unless otherwise determined by the court or arbitrator or prohibited by applicable law.

13. PUBLICITY AND MARKETING
Xyken may identify Client by name and logo in customer lists, marketing materials, presentations, and on Xyken's website as a customer of the Services. Any press release or public announcement specifically describing the Parties' relationship or the Services provided to Client shall require Client's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.MISCELLANEOUS
14.1. Severability. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid one that achieves the same economic effect as the invalid provision.
14.2. Force Majeure. Neither Party shall be deemed to be in default of this Agreement to the extent that such Party’s performance of its obligations hereunder or thereunder in whole or in part, or such Party’s attempts to cure any breach hereunder or thereunder are delayed or prevented as a result of causes beyond such Party’s reasonable control, including without limitation, acts of God, natural disasters, war or other hostilities, labor disputes, civil disturbances, pandemics or epidemics, governmental acts, orders or regulations, Third Party nonperformance, or failures or fluctuations in electrical power, heat, light, air conditioning, or telecommunications equipment (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing and provide reasonable details of the event and its anticipated duration. The affected Party’s time for performance hereunder shall be extended by the actual time of delay caused by such occurrence. The failure to pay monies when due hereunder shall not be excused by a Force Majeure Event. In the event a Force Majeure prevents or impairs a Party’s performance of its obligations under this Agreement for a period of 45 consecutive days, the other Party may terminate this Agreement without penalty upon notice.
14.3. Entire Agreement; Amendment. This Agreement, and all schedules and attachments hereto, constitute the entire agreement between Xyken and Client with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous representations, proposals, discussions, and communications by or between the Parties, whether oral or in writing, with respect to such subject matter. This Agreement may be modified only by means of a duly executed written amendment, signed by an authorized representative of each Party. Any additional or inconsistent terms contained in any purchase order, invoice, or other document issued by either Party in connection with this Agreement shall not modify or alter the terms of this Agreement.
14.4. Assignment; Successors and Assigns. Neither Party shall assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that (i) Xyken may assign, sell, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party solely in connection with a merger, consolidation, sale of all or substantially all of such Xyken assets or stock, or like event; and (ii) Xyken may assign and/or subcontract all or a portion of this Agreement to an Affiliate without the consent of Client. Any purported assignment, sale, transfer, delegation, or other disposition by a Party, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
14.5 Waiver: No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the Party granting the waiver.
14.6 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, mailed by certified mail (return receipt requested), or transmitted by electronic mail with confirmation of receipt, to the addresses specified in the applicable Sales Agreement or to such other address as either Party may designate by written notice.

15. CONFIDENTIAL INFORMATION
15.1. Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information or the circumstances of disclosure.
Confidential Information includes, without limitation:
(a) Xyken Confidential Information: the Services, Platform, Application, SDKs, APIs, Development Tools, Documentation, software architecture, source code, object code, algorithms, artificial intelligence and machine learning models, computer vision technology, trade secrets, technical information, product roadmaps, security measures, pricing, business plans, financial information, and all non-public Intellectual Property Rights; 
(b) Client Confidential Information: Client Data, customer information, order information, product specifications, pricing, business plans, marketing plans, financial information, technical information, API credentials, system integrations, and other non-public business information; 
(c) the terms and pricing of this Agreement, unless otherwise agreed in writing.
Confidential Information does not include information that:
(i) is or becomes publicly available through no breach of this Agreement;
(ii) was lawfully known by the Receiving Party before disclosure;
(iii) is lawfully received from a third party without restriction; or
(iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
16.2. Protection of Confidential Information: The Receiving Party shall:
(a) use the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
(b) use Confidential Information solely for performing or exercising its rights under this Agreement;
(c) not disclose Confidential Information to any third party except to its employees, Affiliates, contractors, professional advisors, auditors, or service providers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained in this Agreement; and
(d) protect Confidential Information from unauthorized access, use, disclosure, or loss.
15.3. Required Disclosure: If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party and reasonably cooperate with the Disclosing Party in seeking confidential treatment or a protective order.
15.4. Return or Destruction: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, except:
(a) information maintained pursuant to routine backup procedures;
(b) information required to be retained by applicable law; or
(c) information necessary for either Party to establish or defend legal claims.
15.5. Injunctive Relief: Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity, without the necessity of posting bond except where required by applicable law.
15.6. Survival: The obligations set forth in this Section shall survive the termination or expiration of this Agreement for five (5) years, except that obligations relating to trade secrets shall continue for so long as such information remains protected as a trade secret under applicable law.

16.CONTACT INFORMATION
For general inquiries, complaints, questions, or claims concerning the Agreement, please contact Xyken with address indicated above or email to info@xyken.com or info@Snugfitsolutions.com.

​

Updated July 1, 2026