LYT END USER LICENSE AGREEMENT (Cloud Hosted SaaS)

This End User License Agreement (“Agreement”) is a legal agreement between SinWaves, Inc., doing business as LYT (“LYT,” “we,” “us,” or “our”) and the entity that accepts this Agreement (“Customer” or “you”). If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity and “Customer” refers to that entity. BY CLICKING “ACCEPT,” “AGREE,” OR A SIMILAR BUTTON, OR BY ACCESSING OR USING THE SOFTWARE OR SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

1.2 “Authorized Users” means Customer’s employees, contractors, and agents authorized by Customer to access and use the Software or Services solely for Customer’s internal business or governmental operations, and in accordance with this Agreement and the Documentation.

1.3 “Customer Data” means all data, content, files, or information submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users through the Software or Services. Customer Data excludes Aggregated Data.

1.4 “Documentation” means the user guides, technical documentation, and other materials made available by LYT describing the Software or Services.

1.5 “Order” means an order form, statement of work (“SOW”), or other mutually executed ordering document that specifies the Software and/or Services purchased, fees, term, and any usage parameters.

1.6 “Services” means the hosted services, support, maintenance, professional services, or other services provided by LYT as identified in an Order.

1.7 “Software” means the LYT proprietary software made available to Customer on a hosted, software-as-a-service basis, including any updates, upgrades, enhancements, and Documentation provided by LYT.

1.8 “Subscription Term” means the term during which Customer is authorized to access and use the Software and/or Services as specified in the applicable Order.

1.9 “Aggregated Data” means data and information derived from the operation of the Software or Services, including telemetry, usage patterns, performance metrics, and system analytics, that is aggregated and/or anonymized such that it does not identify Customer, any individual, or disclose Customer’s Confidential Information.

1.10 “Confidential Information” has the meaning set forth in Section 10.

2. ORDER OF PRECEDENCE; SCOPE

2.1 Order of Precedence. If there is a conflict between an Order and this Agreement, the Order controls for that conflict, but only as to the subject matter of that Order.

2.2 Master Agreements. If Customer and LYT have executed a negotiated master agreement (e.g., master services agreement) that expressly governs the Software or Services, that negotiated agreement controls to the extent it conflicts with this Agreement. This Agreement is intended to serve as baseline end-user terms when a separate negotiated agreement does not apply.

2.3 No Implied Rights. Customer’s rights are limited to those expressly granted in this Agreement and the applicable Order. All rights not expressly granted are reserved by LYT and its licensors.

3. SAAS ACCESS AND LICENSE GRANT

3.1 SaaS Access Right. Subject to Customer’s compliance with this Agreement and the applicable Order, LYT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Software and Services solely for Customer’s internal business or governmental operations.

3.2 Authorized Users. Customer may permit Authorized Users to access and use the Software and Services solely on Customer’s behalf. Customer is responsible for all acts and omissions of Authorized Users and for their compliance with this Agreement.

3.3 Account Administration. Customer will designate one or more administrators who may manage Authorized Users, roles, permissions, and access credentials. Customer is responsible for ensuring that only Authorized Users are granted access and for promptly removing access for individuals who no longer require it.

3.4 Access Credentials. Customer is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under its accounts. Customer will promptly notify LYT of any unauthorized access or use.

3.5 Hosting Environment. The Software and Services are hosted by or on behalf of LYT in a cloud environment (currently utilizing Amazon Web Services). Customer acknowledges that LYT may change hosting providers or infrastructure from time to time, provided that LYT maintains commercially reasonable safeguards consistent with industry standards.

4. RESTRICTIONS; ACCEPTABLE USE

4.1 Restrictions. Customer will not, and will not permit any Authorized User or third party to:

(a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Software, except to the extent such restriction is prohibited by applicable law;

(b) Modify, adapt, translate, or create derivative works of the Software, except as expressly permitted in an Order or Documentation;

(c) Copy, scrape, extract, or harvest content or data from the Software or Services through automated means except as expressly authorized by LYT in writing;

(d) Rent, lease, sell, sublicense, distribute, or otherwise transfer the Software or Services to any third party, except as expressly permitted in an Order;

(e) Use the Software or Services to build, develop, or support any product or service that competes with LYT;

(f) Bypass or disable any security, licensing, or access-control mechanism of the Software or Services;

(g) Access or use the Software or Services in violation of applicable law, including export control and sanctions laws;

(h) Use the Software or Services to transmit malicious code or to interfere with, disrupt, or compromise the integrity, security, or availability of any system or network.

4.2 Acceptable Use. Customer will use the Software and Services only in accordance with this Agreement, the Documentation, and applicable law. Customer will not use the Software or Services to collect, store, process, or transmit data in violation of law or third-party rights.

4.3 Third-Party Systems and Data. The Software may interoperate with third-party services, systems, sensors, devices, or data sources (“Third-Party Systems”). LYT does not control Third-Party Systems and is not responsible for their availability, accuracy, security, legality, or performance.

5. CUSTOMER RESPONSIBILITIES

5.1 Customer Systems. Customer is responsible for obtaining and maintaining the internet connectivity, compatible devices, and internal systems necessary to access and use the Software and Services.

5.2 Data Accuracy and Rights. Customer is responsible for the accuracy, legality, and quality of Customer Data and represents that it has obtained all rights, consents, and permissions necessary to provide Customer Data to LYT and to permit LYT to process Customer Data as contemplated by this Agreement.

5.3 Security. Customer will implement reasonable security measures to protect Customer’s accounts, credentials, and endpoints used to access the Software and Services, and will prevent unauthorized access.

5.4 Cooperation. Customer will provide reasonable cooperation and information as needed for LYT to provide the Software or Services, including timely access to relevant personnel and information.

6. DATA, PRIVACY, AND SECURITY

6.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data.

6.2 License to Customer Data. Customer grants LYT a limited, non-exclusive, worldwide, royalty-free license during the Subscription Term to host, process, transmit, and otherwise use Customer Data solely as necessary to provide, maintain, support, and improve the Software and Services, and to fulfill LYT’s obligations under this Agreement and the applicable Order.

6.3 Aggregated Data. LYT may collect, generate, and use Aggregated Data for operating, maintaining, improving, and developing LYT products and services, and for analytics and benchmarking purposes, provided that Aggregated Data does not identify Customer, any individual, or disclose Customer’s Confidential Information.

6.4 Subprocessors. Customer acknowledges that LYT may use third-party service providers (including cloud hosting providers and security, monitoring, and support vendors) to assist in providing the Services (“Subprocessors”). LYT remains responsible for its Subprocessors’ performance of services for LYT in accordance with this Agreement.

6.5 Security Measures. LYT will maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Software and Services and Customer Data processed by LYT, consistent with industry standards appropriate to the nature of the Services.

6.6 Security Incidents. LYT will notify Customer without undue delay after becoming aware of a confirmed unauthorized access to Customer Data in LYT’s systems (“Security Incident”) and will provide reasonable information regarding the Security Incident as it becomes available, subject to legal and security constraints.

6.7 Data Transmission Risks. Customer acknowledges that data transmission over the internet and other networks carries inherent risks and that no system can be guaranteed 100% secure.

7. SUPPORT, UPDATES, AVAILABILITY, AND MAINTENANCE

7.1 Support. If support is included, it will be provided as described in the applicable Order and/or LYT support policies referenced therein.

7.2 Updates. LYT may deploy updates, upgrades, patches, and fixes to the Software and Services. Customer acknowledges that the Software and Services may change over time and that LYT may modify features and functionality as part of ongoing development, provided that LYT will not materially reduce core functionality during a paid Subscription Term except for security, legal, or emergency reasons.

7.3 Scheduled Maintenance. LYT may perform scheduled maintenance. LYT will use commercially reasonable efforts to provide advance notice of scheduled maintenance when practicable.

7.4 Emergency Maintenance. LYT may perform emergency maintenance as needed to address security vulnerabilities, service-critical issues, or threats to the integrity or availability of the Software or Services. Notice will be provided when reasonably practicable.

7.5 Service Levels. Any uptime commitments, service credits, or service level terms must be set forth in an Order or a separate service level agreement and do not apply unless expressly agreed in writing.

8. FEES AND PAYMENT

8.1 Fees. Customer will pay all fees specified in the applicable Order. Fees are non-refundable except as expressly stated in an Order or required by law.

8.2 Invoicing and Payment. Payment terms are as stated in the applicable Order. If not specified, invoices are due net thirty (30) days from invoice date.

8.3 Taxes. Fees exclude all taxes, duties, and similar governmental assessments, except taxes based on LYT’s net income. Customer is responsible for all applicable taxes.

8.4 Late Payments. Overdue undisputed amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

8.5 Suspension for Nonpayment. If Customer fails to pay undisputed amounts when due, LYT may suspend access after providing written notice and a reasonable opportunity to cure of at least ten (10) business days (unless an Order specifies otherwise).

9. TERM, TERMINATION, AND SUSPENSION

9.1 Term. This Agreement begins on the Effective Date and continues until all Orders have expired or been terminated.

9.2 Subscription Term. Access to the Software and Services is granted only for the Subscription Term specified in the applicable Order.

9.3 Termination for Cause. Either party may terminate this Agreement or an Order upon written notice if the other party materially breaches and fails to cure within thirty (30) days after receiving written notice describing the breach. If the breach is not reasonably capable of cure within thirty (30) days, the breaching party will be deemed to have cured if it begins cure within that period and diligently pursues cure to completion.

9.4 Suspension. LYT may suspend Customer’s access to the Software or Services, in whole or in part, upon written notice if:

(a) Customer’s use poses a security risk to the Software, Services, any customer, or any third party;

(b) Customer is using the Software or Services in violation of this Agreement or applicable law;

(d) Customer fails to pay undisputed amounts when due and does not cure within the cure period.

(e) Any suspension will be limited in scope and duration to what is reasonably necessary to address the issue.

9.5 Effect of Termination. Upon expiration or termination of an Order or this Agreement:

(a) Customer’s rights to access and use the Software and Services under the terminated Order will cease;

(b) Customer will cease all access and use under the terminated Order; and

(c) Each party will return or destroy the other party’s Confidential Information in its possession or control, subject to applicable law.

9.6 Customer Data Return and Deletion. Customer may request a copy of its Customer Data within thirty (30) days after termination or expiration of the applicable Order, in a mutually agreed format and subject to reasonable extraction fees. After that period, LYT may delete Customer Data in accordance with its standard retention practices, except as required by law or retained in backup systems for a limited period.

10. CONFIDENTIALITY

10.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances. LYT Confidential Information includes the Software, Services, Documentation, and non-public business, technical, and pricing information. Customer Confidential Information includes Customer Data and non-public operational information disclosed in connection with the Software or Services.

10.2 Obligations. The receiving party will:

(a) Use the disclosing party’s Confidential Information only to perform or exercise rights under this Agreement; and

(b) Protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of similar nature. Disclosure is permitted only to employees, contractors, and professional advisors who have a need to know and are bound by obligations no less protective than this Section.

10.3 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available without breach;

(b) Was rightfully known by the receiving party before disclosure;

(d) Is rightfully received from a third party without confidentiality obligations.

10.4 Compelled Disclosure; Public Records. The receiving party may disclose Confidential Information to the extent required by law, regulation, court order, or applicable public records laws (including the California Public Records Act, if applicable), provided that to the extent legally permitted it gives prompt written notice and reasonably cooperates with efforts to seek confidential treatment or limit disclosure.

10.5 Survival. These confidentiality obligations survive for five (5) years after termination or expiration, except for trade secrets, which will remain protected as long as they retain trade secret status.

11. INTELLECTUAL PROPERTY

11.1 LYT Ownership. As between the parties, LYT and its licensors retain all right, title, and interest in and to the Software, Services, Documentation, Aggregated Data, and all improvements, enhancements, updates, and derivative works thereof.

11.2 Feedback. If Customer provides suggestions or feedback regarding the Software or Services, Customer grants LYT a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or compensation and without obligation to attribute it to Customer.

11.3 Open Source and Third-Party Components. The Software may include open source or third-party components governed by separate licenses. Those licenses will apply to such components.

12. WARRANTIES AND DISCLAIMERS

12.1 Authority. Each party represents that it has the power and authority to enter into this Agreement.

12.2 Performance Warranty. During a paid Subscription Term, LYT warrants that the Software will materially conform to the Documentation when used as permitted under this Agreement.

12.3 Remedies. Customer’s exclusive remedy for breach of Section 12.2 is that LYT will use commercially reasonable efforts to correct the nonconformity or provide a workaround. If LYT cannot materially cure within a reasonable time, Customer may terminate the affected Order and receive a pro-rated refund of prepaid, unused subscription fees for the affected portion of the terminated term.

12.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LYT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.5 No Guarantee of Results; Decision Support Only. The Software and Services provide decision-support and operational assistance tools and do not replace Customer’s independent judgment, policies, or operational authority. LYT does not control and is not responsible for Customer’s traffic management decisions, public safety determinations, signal timing policies, dispatch decisions, or governmental operations. Customer remains solely responsible for all decisions and actions taken in reliance on the Software or Services.

12.6 Third-Party Systems. LYT makes no warranties regarding Third-Party Systems or third-party data sources and is not responsible for their availability, accuracy, or performance.

13. LIMITATION OF LIABILITY

13.1 Liability Cap. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LYT UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

13.2 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Allocation of Risk. The parties acknowledge that the fees reflect the allocation of risk in this Agreement and that the limitations are an essential basis of the bargain.

14. INDEMNIFICATION

14.1 IP Infringement Indemnity by LYT. LYT will indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that Customer’s authorized use of the Software infringes a United States patent, copyright, or trademark, or misappropriates a trade secret enforceable in the United States, and will pay damages finally awarded or settlement amounts approved in writing by LYT, provided that Customer:

(a) Promptly notifies LYT in writing of the claim;

(b) Allows LYT sole control of the defense and settlement; and

14.2 Exclusions. LYT has no obligation under Section 14.1 to the extent a claim arises from:

(a) Customer Data or Customer’s specifications;

(b) Modification of the Software by anyone other than LYT;

(d) Use of the Software outside the scope permitted by this Agreement or the applicable Order; or

(e) Failure to use an updated or modified version provided by LYT that would have avoided the claim.

14.3 Mitigation. If the Software becomes, or in LYT’s reasonable opinion is likely to become, the subject of an infringement claim, LYT may, at its option:

(a) procure the right for Customer to continue using the Software;

(b) modify or replace the Software to be non-infringing with substantially equivalent functionality; or

14.4 Indemnity by Customer. Customer will indemnify, defend, and hold harmless LYT from and against any third-party claim arising out of or relating to Customer Data, Customer’s misuse of the Software or Services, or Customer’s violation of applicable law, provided that LYT promptly notifies Customer and provides reasonable cooperation at Customer’s expense.

14.5 Exclusive Remedy. This Section 14 states the indemnifying party’s entire liability and the indemnified party’s exclusive remedy with respect to claims covered by this Section.

15. COMPLIANCE; EXPORT; NON-DISCRIMINATION

15.1 Compliance with Laws. Each party will comply with all applicable federal, state, and local laws in performance of this Agreement.

15.2 Export Compliance. The Software and related technology may be subject to U.S. export control laws and regulations. Customer will comply with all applicable export and import laws and will not permit access or use in violation of such laws.

15.3 Non-Discrimination. LYT does not discriminate in the provision of Services on the basis of any characteristic protected by applicable law.

16. HIGH-RISK USE RESTRICTIONS

THE SOFTWARE AND SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE OR WHERE FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS (“HIGH-RISK USES”). CUSTOMER ASSUMES ALL RISK OF ANY HIGH-RISK USES.

17. GOVERNMENT END USERS

The Software, Services, and Documentation are “commercial items” developed at private expense. Government end users acquire only the rights expressly set forth in this Agreement and the applicable Order, consistent with applicable procurement regulations.

18. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, or (for government entities) to a successor governmental entity by operation of law. Any purported assignment in violation of this Section is void.

19. FORCE MAJEURE

Except for payment obligations, neither party is liable for any failure or delay due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, civil unrest, governmental action, failures of utilities or telecommunications networks, or failures of third-party providers not reasonably preventable by the affected party, provided the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

20. NOTICES

Notices must be in writing and delivered by email (with confirmation of receipt), personal service, trackable courier, or U.S. mail (postage prepaid). Notices to LYT must be sent to SinWaves, Inc. dba LYT, Attn: Legal Department, 3080 Olcott Street, Suite D125, Santa Clara, CA 95054, and to the email address legal@sinwaves.com. Notices to Customer must be sent to the address or email specified in the applicable Order.

21. GOVERNING LAW; JURISDICTION

21.1 Federal Government Entities. If Customer is a federal government entity, this Agreement is governed by applicable federal law. If federal law is not dispositive, then to the extent permitted by federal law, the laws of the State of California apply, excluding conflict-of-law principles.

21.2 State or Local Government Entities. If Customer is a state or local government entity, this Agreement is governed by the laws of Customer’s state, excluding conflict-of-law principles, to the extent required by applicable law.

21.3 Other Customers. For all other Customers, this Agreement is governed by the laws of the State of California, excluding conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Santa Clara County, California, unless applicable law requires otherwise.

22. MISCELLANEOUS

22.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

22.2 Severability. If any provision is held invalid or unenforceable, the remainder will remain in effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

22.3 Waiver. Failure to enforce any provision is not a waiver of future enforcement.

22.4 Entire Agreement. This Agreement and the applicable Orders constitute the entire agreement between the parties regarding the Software and Services and supersede all prior or contemporaneous communications. Any changes must be in writing and signed by authorized representatives of both parties.

22.5 Interpretation. Headings are for convenience only and do not affect interpretation.

EULA