Terms of Service

These Terms of Service (these "Terms") govern the access to and use the Munera software-as-a-service platform developed, exclusively owned, and licensed by Munera Inc., a Delaware corporation ("Munera" and such platform, the "Platform") by you, as the individual or entity entering into this agreement ("Customer," "You," or "Your"). By creating an account, executing an Order Form, or otherwise accessing or using the Platform, You agree to be bound by these Terms. If You do not agree to these Terms, You may not access or use the Platform.

1. Access to the Platform and Services

1.1 Account Creation

To use the Platform, You must create an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the security of Your account credentials and for all activities that occur under Your account.

1.2 License Grant

Subject to these Terms and any applicable Order Forms, Munera grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Your internal business purposes. This license is for Your benefit only and may not be sublicensed, sold, or otherwise transferred to any third party without Munera's prior written consent.

1.3 Order Forms

Specific terms and pricing related to Your access to and use of the Platform may be set forth in separate order forms, statements of work, or other service agreements executed between You and Munera or its authorized value-added resellers (collectively, "Order Forms"). Each Order Form shall be subject to these Terms, and in the event of any conflict, the terms of the Order Form shall prevail only to the extent of the conflict.

1.4 Modifications to the Platform

Munera reserves the right to update, enhance, or modify the Platform at any time. Such changes may impact the way You access or use the Platform, and Munera will make reasonable efforts to minimize any disruption. Munera shall not be liable for any costs or losses due to modifications unless otherwise specified in an applicable Order Form.

2. Customer Responsibilities

2.1 Compliance

You are responsible for compliance with all laws, regulations, and contractual obligations applicable to Your use of the Platform. You must ensure that all individuals who access the Platform on Your behalf comply with these Terms, the terms of any Order Forms, and the terms of any other agreements governing the use of the Platform to which You are a party.

2.2 User Data

You are solely responsible for the accuracy, quality, integrity, and legality of all data or content You upload or process through the Platform ("User Data"). You represent and warrant that You have obtained all necessary rights and permissions to use and submit such User Data on the Platform and that such use will not violate any law or third-party right.

2.3 Prohibited Conduct

In connection with Your access to and use of the Platform, You agree not to:

• (a) Violate any applicable law, regulation, or contractual obligation;
• (b) Infringe the intellectual property or privacy rights of others;
• (c) Engage in fraudulent, deceptive, defamatory, or otherwise harmful conduct;
• (d) Cause harm or disruption to Munera's systems, networks, or services, or the systems, networks, or services of Munera's other customers or vendors;
• (e) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• (f) Use the Platform to develop or operate any product or service intended to be competitive with the Platform;
• (g) Circumvent or disable any security or technological features of the Platform;
• (h) Use any data mining, robots, or similar automated data gathering or extraction methods designed to scrap or extract data from the Platform without Munera's prior specific written consent;
• (i) Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• (j) Engage in any harassing, threatening, intimidating, predatory, or stalking conduct; or
• (k) Assist anyone else in doing any of the foregoing.

3. Munera Responsibilities

3.1 Platform Availability

Munera will use commercially reasonable efforts to ensure that the Platform is available for Your use, subject to scheduled maintenance, modifications, or force majeure events. Munera does not guarantee that the Platform will be available at all times, but it will strive to minimize downtime.

3.2 Security

Munera will implement industry-standard security measures to protect User Data. However, Munera does not guarantee that unauthorized third parties will never be able to defeat these measures and gain access to Your data. You acknowledge that any data transmitted via the Platform may be at risk in the event of unauthorized access, and Munera shall not be held liable for such access, except as otherwise specified in an applicable Order Form.

4. Fees and Payments

4.1 Fees

Access to certain features of the Platform or services provided under Order Forms may require payment of fees as specified in Your Order Form. Unless otherwise stated in an Order Form, all fees are non-refundable.

4.2 Payment Terms

Payment terms are as specified in Your Order Form. Unless otherwise agreed, payment is due within thirty (30) days of the invoice date. Unpaid fees may result in suspension or termination of access to the Platform, and Munera reserves the right to charge interest on overdue amounts at the rate of 1.5% per month, or the highest rate allowed by law, whichever is lower.

4.3 Taxes

You are responsible for paying all applicable taxes associated with Your purchases under these Terms, except for taxes based solely on Munera's net income. Munera may calculate and invoice for taxes based on applicable laws.

5. Intellectual Property Rights

5.1 Ownership

Munera retains all right, title, and interest in and to the Platform and any modifications, updates, improvements, or enhancements thereto, including without limitation all copyrights, trademarks, patents, trade secrets, and other proprietary rights (collectively, "Intellectual Property Rights"). You acknowledge that any rights not expressly granted to You are reserved by Munera. You further acknowledge that Munera or others may make third-party data and other content (collectively, "Third Party Data") available to You through the Platform, and that such Third Party Data, and all Intellectual Property rights therein and thereto, shall remain the exclusive property of its owners.

5.2 License to User Data

By uploading or submitting User Data to the Platform, You grant Munera a worldwide, royalty-free, non-exclusive license to process, store, and otherwise use Your User Data solely to provide the Platform and enhance its functionality, in accordance with these Terms and any applicable Order Forms.

5.3 Feedback

You may provide Munera with feedback, comments, or suggestions about the Platform ("Feedback"). You agree that Munera is free to use such Feedback without any obligation to You.

6. Limitation of Liability

6.1 Disclaimer of Warranties

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, Munera disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. You specifically acknowledge that Munera shall have no responsibility for the accuracy or suitability of Third Party Data.

6.2 Limitation on Damages

Munera shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or any Order Form, even if advised of the possibility of such damages.

6.3 Cap on Liability

Munera's total liability to You for any claim related to these Terms, any Order Form, or Your use of the Platform shall not exceed the total amount paid by You to Munera in the twelve (12) months preceding the claim.

7. Indemnification

7.1 Indemnification by Customer

You agree to indemnify, defend, and hold Munera harmless from and against any claims, liabilities, losses, damages, expenses, or costs (including reasonable attorney fees) arising out of or in connection with:

• (a) Your use of the Platform in violation of or breach of these Terms or any Order Form; or
• (b) Any claims by third parties related to Your User Data.

7.2 Indemnification by Munera

Munera agrees to indemnify, defend, and hold You harmless from any claims, liabilities, losses, damages, expenses, or costs (including reasonable attorney fees) arising out of or in connection with any third-party claim that the Platform infringes or misappropriates such third party's intellectual property rights, provided that You promptly notify Munera of such claims and cooperate in the defense.

8. General Provisions

8.1 Governing Law

These Terms, any Order Forms, and any disputes arising out of or related to these Terms or the Platform will be governed by the laws of the State of California, without regard to its conflict of law principles. Any dispute shall be resolved exclusively in the state or federal courts located within San Francisco, California.

8.2 Entire Agreement

These Terms, together with any Order Forms, constitute the entire agreement between You and Munera concerning the Platform and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, related to the subject matter hereof.

8.3 Modifications

Munera may update or modify these Terms from time to time by posting the updated Terms on its website or notifying You directly. Any modified Terms will be effective as of the date of posting, and Your continued use of the Platform after the effective date of the modified Terms constitutes Your acceptance of the changes.

8.4 Assignment

You may not assign these Terms or any rights or obligations hereunder without Munera's prior written consent. Munera may assign these Terms or any rights or obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

8.5 Force Majeure

Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, or network or equipment failure.

8.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.7 No Waiver

Munera's failure to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

8.8 Notices

All notices under these Terms shall be in writing and deemed delivered when sent by email, certified mail, or recognized courier service to the addresses provided by each Party.

8.9 Counterparts

These Terms and any Order Forms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

By accessing or using the Platform, You acknowledge that You have read, understood, and agreed to these Terms of Service. If You do not agree, You must discontinue access to and use of the Platform.