SYEN® Audit

5.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form in U.S. dollars. All fees are exclusive of applicable taxes, and Customer is responsible for all sales, use, value-added, and similar taxes arising from its purchase of the Service, excluding taxes on SYEN's net income.

5.2 Payment Terms. Unless otherwise stated in the Order Form, all invoices are due and payable within thirty (30) days of the invoice date. Time is of the essence with respect to all payments under this Agreement.

5.3 Late Payment. Any amounts not paid when due will accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actual payment. SYEN's right to charge interest does not limit any other remedies available at law or in equity for non-payment.

5.4 Suspension for Non-Payment. If any undisputed amount remains unpaid for more than thirty (30) days after its due date, SYEN may, upon five (5) business days' written notice to Customer, suspend Customer's access to the Service until all overdue amounts are paid in full. Suspension does not relieve Customer of its obligation to pay all fees accrued prior to and during the suspension period.

5.5 Disputed Invoices. If Customer disputes any invoice in good faith, Customer must: (a) notify SYEN in writing within thirty (30) days of the invoice date, specifying the amount disputed and the basis for the dispute; and (b) pay all undisputed amounts by the applicable due date. Failure to notify SYEN of a dispute within thirty (30) days constitutes Customer's acceptance of the invoice as final. SYEN will not suspend access to the Service solely on account of a disputed amount that is the subject of a timely, good-faith written dispute notice.

5.6 Billing Dispute Resolution Process. The parties will attempt to resolve any billing dispute in good faith within thirty (30) days of SYEN's receipt of the dispute notice. If the parties cannot resolve the dispute within that period, either party may escalate the matter pursuant to Section 14 (Governing Law and Disputes). During the pendency of any billing dispute, Customer must continue to pay all undisputed amounts on their regular due dates.

5.7 No Setoff. Customer may not withhold, deduct, or set off any amounts owed to SYEN against any amounts Customer claims SYEN owes it, whether under this Agreement or otherwise, except where a court of competent jurisdiction has entered a final, non-appealable judgment in Customer's favor.

5.8 Non-Refundability. Except as expressly provided in Section 6 (Uptime and Service Levels) or as required by applicable law, all fees paid under this Agreement are non-refundable. No refunds or credits will be issued for partial subscription periods, unused capacity, or feature sets not used by Customer.

5.9 Fee Changes. SYEN may change its fees upon at least sixty (60) days' written notice prior to the start of any renewal term. Fee changes take effect at the start of the renewal term following the notice period. Continued use of the Service after the effective date of a fee change constitutes Customer's acceptance of the new fees.

5.10 Auto-Renewal Billing. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew and Customer authorizes SYEN to charge the then-current fees for the renewal term through the applicable marketplace or direct billing method.

5.11 Collections. If SYEN must engage a collection agency or attorney to collect any overdue amounts, Customer agrees to pay all reasonable costs of collection, including reasonable attorneys' fees, in addition to the overdue amounts and accrued interest.

5.12 Taxes. If SYEN is required to collect or pay any taxes in connection with the Service, SYEN will invoice Customer for such taxes and Customer will pay them, unless Customer provides SYEN with a valid tax exemption certificate from the appropriate taxing authority prior to the invoice date.

5.13 Overpayments. If Customer overpays any invoice, SYEN will apply the overpayment as a credit against the next invoice. Overpayments will not be refunded in cash unless this Agreement is terminated and no future invoices are expected, in which case SYEN will issue a refund within thirty (30) days of termination.

5.14 Invoice Finality. Invoices not disputed in writing within thirty (30) days of the invoice date are deemed final and accepted by Customer. Customer waives any right to dispute invoices after the thirty (30) day window closes, except in the case of manifest error or fraud by SYEN.

5.15 Currency and Payment Method. All payments must be made in U.S. dollars via ACH, wire transfer, or another method approved in writing by SYEN or through the applicable cloud marketplace. Customer is responsible for all wire transfer fees and bank charges. Payments are not deemed received until cleared funds are credited to SYEN's account.

6.1 Uptime Commitment. SYEN will use commercially reasonable efforts to make the Service available 99.9% of the time in any calendar month, excluding the following: (a) scheduled maintenance windows communicated to Customer at least 48 hours in advance; (b) emergency maintenance required to address security vulnerabilities or critical bugs; (c) outages caused by Customer's actions, third-party services outside SYEN's control, or force majeure events; and (d) internet connectivity issues outside SYEN's infrastructure.

6.2 Service Credits. If SYEN fails to meet the 99.9% uptime commitment in a given calendar month, Customer's sole and exclusive remedy is a service credit calculated as follows: downtime between 99.0% and 99.9% availability results in a credit equal to 10% of the monthly fee; downtime below 99.0% availability results in a credit equal to 25% of the monthly fee. Credits apply to the following invoice and are not redeemable for cash. Customer must request a credit in writing within thirty (30) days of the end of the affected month.

6.3 Exclusivity of Remedy. Service credits are Customer's exclusive remedy for any failure by SYEN to meet the uptime commitment. Nothing in this section limits SYEN's right to perform maintenance or to take actions it reasonably believes are necessary to maintain the security or integrity of the Service.

7.1 Ownership. Customer owns all Customer Data. This Agreement does not grant SYEN any ownership rights in Customer Data.

7.2 License to Process. Customer grants SYEN a limited, non-exclusive license to access, process, store, and use Customer Data solely as necessary to provide the Service, perform SYEN's obligations under this Agreement, comply with applicable law, and as otherwise expressly permitted by Customer in writing.

7.3 Security. SYEN will implement and maintain commercially reasonable technical and organizational security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. These measures include, at a minimum, encryption of Customer Data in transit and at rest, access controls limiting SYEN personnel access to Customer Data on a need-to-know basis, and monitoring for unauthorized access.

7.4 Data Breach Notification. SYEN will notify Customer promptly, and in no event later than seventy-two (72) hours after SYEN becomes aware, of any confirmed or reasonably suspected unauthorized access to or disclosure of Customer Data. SYEN will cooperate with Customer's reasonable investigation of any such event and take reasonable steps to mitigate harm.

7.5 Data Deletion. Upon termination or expiration of this Agreement, SYEN will make Customer Data available for export for thirty (30) days following the effective date of termination. After that period, SYEN may delete Customer Data from its systems in accordance with its standard data retention and deletion practices. SYEN has no obligation to retain Customer Data after the thirty (30) day export window closes.

7.6 Compliance. Customer is solely responsible for ensuring that its collection, submission, and use of Customer Data complies with all applicable laws and regulations, including without limitation any requirements under the Health Insurance Portability and Accountability Act (HIPAA), the General Data Protection Regulation (GDPR), the EU AI Act, and any applicable U.S. state privacy laws. Customer represents and warrants that it has obtained all necessary consents and authorizations required for SYEN to process Customer Data as contemplated by this Agreement.

8.1 Obligations. Each party agrees to hold in confidence all Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Each party will use Confidential Information of the other party only to exercise its rights and fulfill its obligations under this Agreement.

8.2 Exclusions. The confidentiality obligations in this section do not apply to information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure without restriction; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

8.3 Compelled Disclosure. If the receiving party is compelled by law, regulation, or court order to disclose Confidential Information of the disclosing party, the receiving party will, to the extent permitted by law, provide the disclosing party with prior written notice sufficient to allow it to seek a protective order or other appropriate relief. The receiving party will disclose only the minimum amount of Confidential Information required to comply with the legal obligation.

8.4 Duration. Confidentiality obligations under this section survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as such information constitutes a trade secret under applicable law.

9.1 SYEN Ownership. SYEN retains all right, title, and interest in and to the Service, Documentation, and all underlying technology, including all Intellectual Property Rights therein. No rights are granted to Customer except as expressly stated in this Agreement.

9.2 Customer Ownership. Customer retains all right, title, and interest in and to Customer Data and any Intellectual Property Rights therein.

9.3 Feedback. If Customer provides SYEN with suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants SYEN a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Service and SYEN's other products and services without any obligation to Customer.

9.4 Aggregate Data. SYEN may collect and use aggregated, anonymized data derived from Customer's use of the Service for the purposes of improving the Service, conducting research, and publishing industry benchmarks, provided that such data does not identify Customer or any individual Authorized User.

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SYEN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The limitations and exclusions in Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations under Section 5; (b) either party's indemnification obligations under Section 12; (c) either party's confidentiality obligations under Section 8; (d) liability arising from gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited or excluded under applicable New York law, including Section 5-321 of the New York General Obligations Law.

11.4 Basis of Bargain. The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Without these limitations, SYEN would not have entered into this Agreement.

12.1 Customer Indemnification. Customer will indemnify, defend, and hold harmless SYEN, its members, officers, directors, employees, and agents from and against any third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Service in violation of this Agreement or any applicable law; (b) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party intellectual property right, privacy right, or other legal right; or (c) Customer's breach of any representation, warranty, or obligation under this Agreement.

12.2 SYEN Indemnification. SYEN will indemnify, defend, and hold harmless Customer, its officers, directors, employees, and agents from and against any third-party claims alleging that the Service, as provided by SYEN and used by Customer in accordance with this Agreement and the Documentation, directly infringes any U.S. patent, copyright, trademark, or trade secret. This indemnification obligation does not apply to claims arising from: (a) Customer's modification of the Service; (b) use of the Service in combination with products or services not provided or approved by SYEN; (c) Customer's failure to implement updates or patches provided by SYEN; or (d) Customer Data.

12.3 Indemnification Procedure. The party seeking indemnification ("Indemnified Party") must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense. The indemnifying party may not settle any claim that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which will not be unreasonably withheld.

13.1 Term. This Agreement begins on the date Customer first accepts it or executes an Order Form and continues for the subscription term specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Agreement will automatically renew for successive periods equal in length to the original subscription term.

13.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days.

13.3 Termination for Non-Payment. SYEN may terminate this Agreement upon written notice if Customer fails to pay any undisputed amount that is more than sixty (60) days past due and does not cure such non-payment within fifteen (15) days of receiving written notice from SYEN.

13.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Customer under this Agreement immediately terminate; (b) Customer will cease all use of the Service; (c) Customer will pay all outstanding fees accrued through the effective date of termination; and (d) each party will promptly return or destroy the other party's Confidential Information in its possession, except to the extent retention is required by applicable law. Termination does not relieve Customer of its obligation to pay fees accrued prior to termination.

13.5 Data Export. Following termination, SYEN will make Customer Data available for export for thirty (30) days. SYEN has no obligation to retain Customer Data after that period.

13.6 Survival. The following sections survive termination or expiration of this Agreement: Section 2 (Definitions), Section 5 (Fees, Billing, and Dispute Resolution, with respect to amounts accrued), Section 7.5 (Data Deletion), Section 8 (Confidentiality), Section 9 (Intellectual Property), Section 10 (Warranty Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13.4 (Effect of Termination), Section 14 (Governing Law and Disputes), and Section 15 (General).

14.1 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.2 Informal Resolution. Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute arising out of or related to this Agreement through good-faith negotiation. Either party may initiate this process by sending written notice to the other identifying the dispute in reasonable detail. The parties will meet or confer by telephone or video within fourteen (14) days of such notice and attempt to resolve the dispute within thirty (30) days.

14.3 Binding Arbitration. If the parties cannot resolve a dispute through informal negotiation within thirty (30) days, the dispute will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in New York County, New York. The arbitration will be conducted before a single arbitrator. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Exceptions to Arbitration. Notwithstanding Section 14.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information obligations, without waiving the right to arbitrate any other claims.

14.5 Class Action Waiver. Each party waives any right to bring or participate in any class action, collective action, or representative action arising out of or related to this Agreement.

15.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, regarding such subject matter.

15.2 Amendment. SYEN may update these terms from time to time. SYEN will provide at least thirty (30) days' written notice of material changes via email to Customer's registered address or through the Service. Continued use of the Service after the effective date of any update constitutes Customer's acceptance of the updated terms.

15.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement will continue in full force and effect. The parties' original intent as expressed in the modified provision will be given effect to the greatest extent possible.

15.4 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of that right. No single or partial exercise of any right, power, or remedy will preclude any other or further exercise of that right or the exercise of any other right, power, or remedy.

15.5 Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this section is void. This Agreement binds and benefits each party's permitted successors and assigns.

15.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable rights, benefits, or remedies under or by reason of this Agreement.

15.7 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

15.8 Notices. All notices under this Agreement must be in writing and will be deemed given: (a) upon delivery if delivered by hand; (b) one (1) business day after sending if sent by nationally recognized overnight courier; or (c) upon confirmation of receipt if sent by email to the address specified in the Order Form or, in SYEN's case, to legal@syensystems.com. Either party may change its notice address by providing written notice to the other.

15.9 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, government actions, pandemics, labor disputes, or internet or telecommunications outages not caused by that party. The party claiming force majeure will provide prompt written notice and will use commercially reasonable efforts to resume performance as soon as practicable.

15.10 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures are binding and have the same legal effect as original signatures under applicable law.