SUBSCRIPTION SERVICE AGREEMENT

This Subscription Agreement ("Agreement") is entered into by Dataly360 Inc. ("Provider") and the individual or entity ("Customer") identified in the applicable order form or subscription agreement.

Service

Provider agrees to provide Customer with access to the System (the "Service") as described in the applicable order form or subscription agreement. The Service includes updates, upgrades, and maintenance as necessary to maintain the Service.

Fees

Customer shall pay Provider the fees for the Service as described in the applicable order form or subscription agreement.

Provider may change the fees for the Service from time to time with reasonable notice to Customer.

Term

The initial term of this Agreement shall be as set forth in the applicable order form or subscription agreement. After the initial term, this Agreement shall automatically renew for successive terms equal to the initial term, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Confidentiality

Each party shall maintain the other party's Confidential Information in confidence and shall not disclose such Confidential Information to any third party without the other party's prior written consent.

Ownership

Provider retains all right, title, and interest in and to the Service, including all intellectual property rights.

Warranty

Provider warrants that the Service will perform in accordance with the documentation provided by Provider. Customer's exclusive remedy for any breach of this warranty shall be for Provider to use reasonable commercial efforts to correct any material nonconformance.

Limitation of Liability

In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Provider is located. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in that jurisdiction.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.