1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Taimet LLC (“Company”) will use commercially reasonable efforts to provide the purchaser of Taimet (“Customer”), analysis and reports on Taimet.com (the “Services” or “Service”). As part of the registration process, Customer will identify a username and password for Customer’s account. Company reserves the right to refuse registration for any user.

1.2 Subject to the terms hereof, Company will provide Customer with support in accordance with Company’s standard practice.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited unless otherwise expressly permitted by the terms of this Agreement. 

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect, including this Terms of Service, Taimet’s Privacy Policy, Taimet’s Cookie Policy, or any other policy available on the Taimet.com website (the “Policies”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services, and Customer expressly recognizes hereby that artificial intelligence products can make mistakes, and specifically that Taimet output may contain mistakes and that Customer will have a human reviewing all output. Customer acknowledges that use of any of Company’s products for securities transactions or incorporation of its products into automated securities transactions is done entirely at Customer’s own risk, and Customer expressly agrees to hold the Company harmless from all liability for any harm or monetary damage that may result therefrom. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connection, browser, computer hardware, servers, operating systems, networking, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information unless required to do so by law. 

3.2 Company shall own and retain all right title and interest in Taimet outputs, analysis, and report framework. 

3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. No rights or licenses are granted except as expressly set forth herein.

4. DATA RETENTION AND DELETION

4.1 Data Retention.
Company will retain Customer Data (including account information, uploaded content, and usage records) for as long as Customer’s account remains active or as needed to provide the Services. Upon termination or expiration of this Agreement, Company will retain Customer Data for up to 180 days to permit orderly transition or account reinstatement, unless a longer retention period is required by law, regulation, or legitimate business need (such as for billing records, dispute resolution, or compliance purposes).

4.2 Data Deletion.
After the retention period, Company will delete or anonymize Customer Data from active systems and, within a commercially reasonable time thereafter, from backups. Company does not guarantee that deleted data will be removed from all backup media immediately, but such data will be securely overwritten or destroyed in accordance with Company’s standard data-retention and deletion policies.

4.3 Access Upon Termination.
During the retention period, Customer may request a copy of its data in a commonly used electronic format. Company may charge a reasonable fee for data retrieval requests made after account termination.

5. RESTRICTIONS ON RESALE AND USE

5.1 No Resale or Commercial Exploitation.
Customer agrees not to reproduce, duplicate, copy, sell, resell, sublicense, distribute, rent, lease, or otherwise exploit any portion of the Service, use of the Service, or access to the Service without the express prior written consent of Company.

5.2 Permitted Uses.

Notwithstanding the foregoing, Customers may display, reference, or use outputs or insights generated through the Service for their own internal business purposes or professional work product, provided such use does not compete with, replicate, or resell the Service itself. 

5.3 Prohibited Conduct.

Without limiting the foregoing, Customer shall not (a) use the Service to build a competing product or service, (b) frame or mirror any part of the Service without Company’s written permission, or (c) share login credentials or access credentials with third parties except as expressly permitted by Company. For avoidance of doubt, Pooled Subscriptions, where one person resells their username to several people, violate this policy, and will result in user being removed from access to the Service.

6. PAYMENT OF FEES

6.1 Fees and Payment Authorization.
Customer shall pay Company the fees described on the applicable online billing page or invoice for access to and use of the Services and Implementation Services (“Fees”). Unless otherwise specified, Fees are due and payable in advance and will be charged automatically via the payment method Customer provides through Company’s third-party payment processor (currently Stripe, Inc. or its affiliates, “Stripe”). Customer authorizes Company (and Stripe, as Company’s payment processor) to automatically charge all applicable Fees using such payment method.

6.2 Alternate Billing Method.
If automated billing through Stripe is unavailable, interrupted, or otherwise inoperable for any reason (including a service outage, integration failure, or payment processing error), Company may issue invoices directly to Customer for any Fees then due. Full payment for such invoices must be received by Company within thirty (30) days of the invoice date unless otherwise specified in writing.

6.3 Disputed Charges.
If Customer believes it has been billed incorrectly, Customer must contact Company in writing at billing@taimet.com no later than sixty (60) days after the date of the disputed charge or invoice. Company will review and, if appropriate, issue an adjustment or credit. Failure to notify Company within that period shall constitute Customer’s waiver of any claim relating to the disputed billing.

6.4 Late Payments and Collections.
Unpaid amounts are subject to a finance charge of one and one-half percent (1.5%) per month (or the maximum permitted by law, if lower) on any outstanding balance, plus all reasonable costs of collection, including attorneys’ fees. Company may suspend or terminate Services for nonpayment.

6.5 Fee Changes.
Company may modify the Fees or introduce new charges at the end of the then-current Initial Service Term or renewal term by providing at least thirty (30) days’ prior written notice (which may be sent by email). Continued use of the Services after the effective date of the fee change constitutes Customer’s agreement to the revised Fees.

6.6 Refunds.

Customer is responsible for determining if the Service will meet their needs before purchasing, and Taimet does not offer refunds in whole or in part as part of its standard practice. Taimet may, at its sole discretion, offer a refund if appropriate.

6.7 Taxes.
Customer shall be responsible for all taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, use, or withholding taxes) associated with the Services, other than taxes based on Company’s net income.

6.8 Support.
Taimet reserves the right to establish limitations on the extent of any support provided for the Service and the hours at which service is available.

7. TERM AND TERMINATION

7.1 Term.
Subject to earlier termination as provided below, and violations of this Policy as described throughout this agreement, this Agreement will commence on the Effective Date (or the date Customer signs up for the Services) and continue for the initial subscription period specified on the Customer’s online signup or billing page (or customized agreement, if applicable) (the “Initial Service Term”). Thereafter, this Agreement will automatically renew for successive renewal terms of equal duration (each a “Renewal Term”, and together with the Initial Service Term, the “Term”) unless either party provides written notice of non-renewal or Customer cancels through the applicable billing management page.

7.2 Termination for Cause.
Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, or (b) becomes the subject of bankruptcy, insolvency, receivership, or similar proceedings.

7.3 Effect of Termination.
Upon termination or expiration of this Agreement:
(a) all rights and licenses granted to Customer under this Agreement will immediately terminate;
(b) Customer shall pay all Fees due and owing up to and including the last day on which Services are provided; and
(c) Company will make Customer Data available if requested by Customer for a period of thirty (30) days following termination (the “Retrieval Period”). After the Retrieval Period, Company may delete or anonymize Customer Data in accordance with its standard data-retention policy, unless otherwise required by law.

7.4 Suspension for Nonpayment or Misuse.
Company reserves the right to suspend access to the Services for (a) any failure to pay undisputed Fees when due, or (b) use of the Services in violation of this Agreement, until the issue is resolved. Suspension shall not relieve Customer of its payment obligations.

7.5 Survival.
All provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, and limitations of liability.

8. CHANGES TO THIS AGREEMENT

We may update this Agreement from time to time to reflect changes in our practices or applicable law. When we make material changes, we will post the updated version on our website and update the “Effective Date” above. We may also notify Customer by email or through the Services. Your continued use of the Services after any update constitutes your acceptance of the revised Agreement.

9. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. MODIFICATIONS TO AND DISCONTINUATION OF SERVICE

Taimet reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Taimet shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.

11. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a U.S. court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

12. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Wisconsin without regard to its conflict of laws provisions.