TERMS OF SERVICE AGREEMENT

ARTICLE I. DEFINITIONS AND ACCEPTANCE

Section 1.01 Agreement to Terms

THIS TERMS OF SERVICE AGREEMENT (this "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") by and between Drytis, Inc., a Delaware corporation ("Company," "we," "us," or "our"), and the individual or entity accessing or using the Service ("User," "you," or "your"). By clicking "I Agree," accessing, or using the Drytis platform and associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by all terms, conditions, and notices contained or referenced herein. If you do not agree to this Agreement in its entirety, you are expressly prohibited from using the Service and must discontinue use immediately.

Section 1.02 Legal Capacity and Authority

You hereby represent and warrant that: (a) you have attained the age of majority in your jurisdiction of residence and have the legal capacity to enter into binding contracts; (b) if entering into this Agreement on behalf of an entity, you have all necessary authority to bind such entity to these terms; (c) your use of the Service will not violate any applicable law or regulation; and (d) you are not located in a country that is subject to a U.S. Government embargo or designated as a "terrorist supporting" country.

Section 1.03 Definitions

For purposes of this Agreement: (a) "Confidential Information" means all non-public information disclosed by either party; (b) "Content" means any data, text, software, code, scripts, graphics, photos, sounds, music, videos, or other materials; (c) "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark rights, trade secret rights, and all other intellectual property rights; (d) "User Content" means all Content created, uploaded, or generated by you through the Service.

ARTICLE II. GRANT OF LICENSE AND SERVICE DESCRIPTION

Section 2.01 Limited License Grant

Subject to your compliance with this Agreement, the Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes in accordance with this Agreement. This license does not include any right to: (a) sell, resell, or commercially exploit the Service; (b) copy, reproduce, distribute, publicly perform, or publicly display the Service except as expressly permitted; (c) modify or make derivative works based upon the Service; or (d) use any data mining, robots, or similar data gathering or extraction methods.

Section 2.02 Description of Service

The Service consists of an artificial intelligence-powered software development platform utilizing proprietary machine learning algorithms and natural language processing to facilitate code generation, application development, deployment, and maintenance. The Service includes, without limitation: (a) AI-assisted code generation capabilities; (b) integrated development environment features; (c) deployment and hosting infrastructure; (d) version control integration; and (e) collaborative development tools.

Section 2.03 Service Modifications and Discontinuation

The Company reserves the right, in its sole discretion, to: (a) modify, update, or discontinue the Service or any portion thereof at any time; (b) modify this Agreement at any time; (c) interrupt the Service for maintenance, upgrades, or other purposes; and (d) change the features, functionality, or appearance of the Service. The Company shall have no liability to you or any third party for any modification, suspension, or discontinuance of the Service.

ARTICLE III. USER ACCOUNTS AND SECURITY

Section 3.01 Account Registration Requirements

Access to certain features requires account registration. In registering for an account, you agree to: (a) provide true, accurate, current, and complete information; (b) maintain and promptly update such information; (c) maintain the security and confidentiality of your login credentials; (d) immediately notify the Company of any unauthorized use of your account; and (e) accept all responsibility for any activity occurring under your account. The Company reserves the right to reject any registration or to cancel any account at its sole discretion.

Section 3.02 Account Security and Responsibility

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (a) immediately notify the Company of any suspected or actual unauthorized use of your account; (b) not share your account credentials with any third party; (c) not access another user's account without permission; and (d) comply with all applicable local, state, national, and international laws and regulations.

Section 3.03 Account Suspension and Termination

The Company reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time, including but not limited to: (a) breach of this Agreement; (b) fraudulent, abusive, or illegal activity; (c) infringement of third-party rights; or (d) extended periods of inactivity. Such termination will result in the deactivation of your account and forfeiture of all Content.

ARTICLE IV. FEES, BILLING, AND PAYMENT TERMS

Section 4.01 Fee Structure

The Service operates on a consumption-based pricing model whereby fees are calculated at the rate of Five Dollars ($5.00 USD) per hour of usage, measured with per-second precision. Time measurement commences upon activation of computational resources and continues until deactivation. The Company may, in its sole discretion, offer promotional rates, discounts, or special packages, which shall be subject to additional terms.

Section 4.02 Payment Terms and Conditions

You agree to pay all fees and charges incurred through your account in accordance with the billing terms in effect at the time of purchase. All fees are: (a) based on usage and not dependent on actual utilization; (b) non-cancelable and non-refundable except as required by law; (c) exclusive of all taxes, levies, or duties imposed by taxing authorities; and (d) payable in United States dollars. You are responsible for all taxes associated with your purchase.

Section 4.03 Billing and Collection

By providing payment information, you: (a) represent and warrant that you are authorized to use the payment method; (b) authorize the Company to charge your payment method for all fees incurred; (c) agree to promptly update payment information; and (d) agree to pay all collection costs and interest on overdue amounts at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower.

Section 4.04 Disputes and Chargebacks

All billing disputes must be submitted in writing within thirty (30) days of the charge. Failure to dispute charges within this period constitutes acceptance of such charges. In the event of a chargeback, the Company reserves the right to suspend or terminate your account and pursue all available legal remedies.

ARTICLE V. INTELLECTUAL PROPERTY RIGHTS

Section 5.01 Company Intellectual Property

The Service and all associated technology, software, know-how, Content (excluding User Content), and all Intellectual Property Rights therein are and shall remain the exclusive property of the Company and its licensors. Nothing in this Agreement grants you any right, title, or interest therein except for the limited license granted herein.

Section 5.02 User Content Ownership and License

You retain all rights, title, and interest in and to your User Content. By using the Service, you grant the Company a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, and display your User Content solely for the purpose of providing and improving the Service. This license survives termination of this Agreement solely to the extent necessary for the Company to provide the Service to other users.

Section 5.03 Feedback

Any suggestions, comments, or other feedback provided by you relating to the Service ("Feedback") becomes the exclusive property of the Company. The Company shall be free to use, disclose, reproduce, license, and otherwise distribute Feedback without obligation or restriction of any kind.

ARTICLE VI. PROHIBITED USES AND CONDUCT

Section 6.01 Prohibited Activities

You agree not to engage in any of the following prohibited activities: (a) violating any applicable federal, state, local, or international law or regulation; (b) transmitting any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (c) infringing or violating the Intellectual Property Rights or privacy rights of others; (d) generating or distributing malware, viruses, or any other harmful computer code; (e) attempting to gain unauthorized access to any portion of the Service or any other systems or networks; (f) interfering with or disrupting the Service or servers or networks connected to the Service; (g) using any robot, spider, or other automatic device to access the Service for any purpose; (h) circumventing any access restrictions or security measures; (i) reverse engineering, decompiling, or disassembling any aspect of the Service; or (j) encouraging or enabling any other party to do any of the foregoing.

ARTICLE VII. DISCLAIMERS AND LIMITATIONS OF LIABILITY

Section 7.01 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Section 7.02 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Section 7.03 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS OFFERED THE SERVICE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

ARTICLE VIII. INDEMNIFICATION

Section 8.01 User Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, trademark, trade secret, or privacy right; (d) your User Content; or (e) any claim that your User Content caused damage to a third party.

Section 8.02 Procedure

The Company shall provide you with prompt notice of any claim subject to indemnification; provided, however, that the Company's failure to provide prompt notice shall not affect your indemnification obligations except to the extent you are materially prejudiced. You shall have sole control of the defense and settlement of any claim, except that the Company may participate with counsel of its choosing at its own expense, and you may not settle any claim without the Company's prior written consent.

ARTICLE IX. GOVERNING LAW AND DISPUTE RESOLUTION

Section 9.01 Governing Law

This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Section 9.02 Arbitration Agreement

Any dispute arising out of or relating to this Agreement or the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.

Section 9.03 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

Section 9.04 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights.

ARTICLE X. GENERAL PROVISIONS

Section 10.01 Entire Agreement

This Agreement, together with any amendments and any additional agreements you may enter into with the Company in connection with the Service, constitutes the entire agreement between you and the Company concerning the Service and supersedes all prior agreements and understandings.

Section 10.02 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, and such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

Section 10.03 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and the Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Section 10.04 Assignment

You may not assign or transfer this Agreement or any rights granted hereunder without the Company's prior written consent. The Company may assign this Agreement without restriction. This Agreement shall bind and inure to the benefit of the parties' respective successors and permitted assigns.

Section 10.05 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement arising out of causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Section 10.06 Notices

All notices required or permitted hereunder shall be in writing and delivered by email to legal@drytis.com or by certified mail, return receipt requested, to Drytis, Inc., Legal Department, 1209 Orange Street, Wilmington, Delaware 19801. Notices shall be deemed given upon receipt.

Section 10.07 Export Compliance

You agree to comply with all applicable export and import laws and regulations, including but not limited to the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and not to export, re-export, or transfer the Service to any prohibited country or person.

ARTICLE XI. CONTACT INFORMATION

For questions regarding this Agreement, please contact:

Drytis, Inc.
Legal Department
1209 Orange Street
Wilmington, Delaware 19801
Email: legal@drytis.com
Phone: 1-800-DRYTIS-1