Terms and Conditions

Last updated: May 13, 2026

1. Services and Support

1.1 Subject to the terms and conditions of this Agreement, Skyminyr will provide Customer with access to the Services through the internet. The Services are subject to modification from time to time at Skyminyr’s sole discretion. Skyminyr will use reasonable efforts to give Customer prior written notice of any such modification.

1.2 Skyminyr will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for scheduled or emergency maintenance, or in the event Customer is in breach of this Agreement, including failure to pay any amounts due.

1.3 Subject to the terms hereof, Skyminyr will provide reasonable support to Customer for the Services from Monday through Friday during Skyminyr’s normal business hours.

2. Restrictions and Responsibilities

2.1 Customer will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any related software, documentation or data ("Software"); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Services or Software other than in accordance with this Agreement and all applicable laws.

2.2 Customer will cooperate with Skyminyr in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and will cooperate in establishing procedures for verifying that only designated employees have access to administrative functions of the Services.

2.3 Customer will designate an employee responsible for all matters relating to this Agreement ("Primary Contact"), and may change that designation at any time by written notice to Skyminyr.

2.4 Customer will be responsible for maintaining the security of its account, passwords and files, and for all uses of its account with or without Customer’s knowledge or consent.

2.5 Customer acknowledges that the Services operate with or using application programming interfaces (APIs) and other services operated by third parties ("Third Party Services"). Skyminyr is not responsible for the operation of any Third Party Services nor for the availability of the Services to the extent dependent upon Third Party Services, and makes no representations or warranties with respect to them.

3. Confidentiality

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to its technology or business ("Proprietary Information").

3.2 The Receiving Party agrees not to divulge such Proprietary Information to any third person, to limit access to employees with a need to know, and to protect it with at least reasonable precautions. These obligations do not apply to information that is or becomes publicly available without fault, was already known without restriction, was rightfully disclosed by a third party, or was independently developed. Skyminyr may aggregate data and use such aggregated data to evaluate and improve the Services and for its business purposes.

3.3 Customer acknowledges that Skyminyr does not wish to receive any Proprietary Information that is not necessary to perform its obligations, and may reasonably presume that unrelated information received from Customer is not confidential.

3.4 Both parties may disclose the existence but not the terms of this Agreement, except as approved in writing, required in a regulatory filing, or disclosed on a confidential basis to potential investors or acquirers.

4. Intellectual Property Rights

4.1 Except as expressly set forth herein, Skyminyr (and its licensors) will retain all intellectual property rights relating to the Service and Software and any feedback or suggestions provided by Customer, which are hereby assigned to Skyminyr. This Agreement is not a sale and conveys no ownership rights to Customer.

4.2 Skyminyr will hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Service of any U.S. patent, copyright, or trade secret, provided Skyminyr is promptly notified and given control over defense and settlement. This obligation does not apply to components not created by Skyminyr, made to Customer specifications, modified after delivery, combined with other products, used after notice of infringement, or used other than in accordance with this Agreement.

5. Payment of Fees

5.1 Customer will pay Skyminyr the applicable fees set forth on the Order Form. Usage exceeding the stated Service Capacity will be invoiced monthly at the applicable rate. Unless otherwise specified, payments are due within thirty (30) days of invoice and are nonrefundable.

5.2 Unpaid fees are subject to a finance charge of 1.0% per month, or the maximum permitted by law, plus collection expenses. Fees are exclusive of taxes, which Customer agrees to pay (excluding taxes based on Skyminyr’s net income).

6. Termination

6.1 Subject to earlier termination as provided below, this Agreement is for the Service Term specified in the Order Form.

6.2 Either party may terminate for material breach (including non-payment) on thirty (30) days’ notice (ten (10) days for non-payment) if the breach is not cured, and may terminate without notice upon the other party’s insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution.

6.3 All sections that by their nature should survive termination will survive, including restrictions, accrued payment rights, confidentiality, intellectual property rights, warranty disclaimers, and limitations of liability.

7. Client Software Security

Skyminyr represents and warrants that it will not knowingly include in any released software any disabling devices, trojans, time bombs, or similar code intended to disrupt, disable, harm, or impede operation of a network, program, or system, including its security or user data. Upon written notice of noncompliance, Skyminyr will within thirty (30) days correct it or provide a correction plan; failing that, Customer may terminate as its sole and exclusive remedy.

8. Warranty Disclaimer

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND SKYMINYR PROPRIETARY INFORMATION ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SKYMINYR (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT WILL SKYMINYR (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. SKYMINYR’S TOTAL LIABILITY WILL NOT EXCEED THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO SKYMINYR IN THE THREE-MONTH PERIOD ENDING ON THE DATE A CLAIM IS FIRST ASSERTED.

10. U.S. Government Matters

Customer may not export or re-export the Services or any related software in violation of any restrictions or regulations of the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, or any other agency or authority. The Services will not be used or transferred to embargoed countries or to any person on the U.S. Treasury’s List of Specially Designated Nationals or the Commerce Department’s Table of Denial Orders. Any software provided by Skyminyr is a "commercial item" as defined in applicable federal regulations.

11. Miscellaneous

If any provision is found unenforceable, it will be limited or eliminated to the minimum extent necessary so that the Agreement otherwise remains in effect. This Agreement is not assignable by Customer except with Skyminyr’s prior written consent; Skyminyr may assign its rights and obligations with notice. This Agreement is the complete and exclusive statement of the parties’ understanding and supersedes all prior agreements. No agency, partnership, joint venture, or employment is created. This Agreement is governed by the laws of the State of California, and the federal and state courts in San Diego County, California will have exclusive jurisdiction and venue, provided that either party may seek injunctive relief in any court of competent jurisdiction.