THIS AGREEMENT (the "Agreement") GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY UCONE ("Uclone"). BY (A) PURCHASING ACCESS THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR FREE OR PAID ACCESS VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”), AND REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF SUCH AUTHORITY DOES NOT EXIST OR IF THE ENTITY DOES NOT AGREE TO THESE TERMS, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT, AND NO SERVICES MAY BE USED. CAPITALIZED TERMS HAVE THE MEANINGS DEFINED BELOW. THE PARTIES AGREE AS FOLLOWS:

1. The Service 1.1 Service Description
   Uclone provides a cloud-based AI platform that includes tools for customer support, sales, and user engagement (the “Service”). Any content, customization, or submissions made by the Customer (including its Users) through the Service is considered a “User Submission.” The Customer is responsible for all User Submissions. Terms regarding ownership of such submissions are detailed in Section 8.2. Uclone may provide templates, scripts, and other tools ("Uclone Content") to assist Customers but does not grant access to the underlying software code (“Software”).

   1.2 Customer Subscription
   Customers can subscribe to the Service by agreeing to the business terms in one or more orders (“Order(s)”) through Uclone’s platform. Subscriptions last for the period stated in the applicable Order (“Subscription Period”). The Service is available for use by authorized individuals (“Users”) for internal business purposes only.

   1.3 Ownership
   Uclone retains ownership of all aspects of the Service, including software, content, and any updates or modifications. The Customer is granted no rights beyond those explicitly provided under this Agreement.

2. Restrictions 2.1 Customer Responsibilities
   The Customer is responsible for all activities under its account and those of its Users, except for unauthorized actions caused by vulnerabilities in the Service.

   2.2 Use Restrictions
   Customers must not:
   (a) modify, copy, or create derivative works of the Service;
   (b) reverse-engineer the Service;
   (c) resell or commercially exploit the Service;
   (d) remove proprietary notices;
   (e) violate any laws using the Service;
   (f) attempt unauthorized access;
   (g) use the Service for competing products;
   (h) test vulnerabilities without permission.

   2.3 API Access
   Uclone may provide API access and reserves the right to enforce usage limits.

3. Third-Party Services
   Uclone's Service may integrate with third-party products or services ("Third-Party Services"). Customers are responsible for handling any agreements with third-party providers, and Uclone disclaims any liability for third-party products or services.

4. Financial Terms 4.1 Fees
   Customers must pay the fees (“Fees”) outlined in the applicable Order. Fees are non-refundable, and Uclone may modify the pricing with prior notice.

   4.2 Payment
   Fees will be charged via the payment method provided by the Customer. Uclone may process payments directly or through third-party payment processors.

   4.3 Taxes
   Customers are responsible for paying any applicable taxes related to their purchases.

   4.4 Failure to Pay
   If the Customer fails to pay Fees when due, Uclone may suspend access to the Service until payment is made.

5. Term and Termination 5.1 Term and Renewals
   The Agreement remains effective for the Subscription Period. Customers may choose not to renew their subscription by notifying Uclone.

   5.2 Termination
   Either party may terminate the Agreement if the other party materially breaches it and fails to cure the breach within 30 days of receiving notice.

   5.3 Effect of Termination
   Upon termination, the Customer will lose access to the Service, and Uclone will delete Customer data as specified.

6. Warranties and Disclaimers 6.1 Warranties
   Customers warrant that all their User Submissions comply with applicable laws.

   6.2 Disclaimer
   THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. UCONE DISCLAIMS ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW.

7. Limitation of Liability
   UCONE WILL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. UCONE'S TOTAL LIABILITY IS LIMITED TO THE AMOUNTS PAID BY THE CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.

8. Confidentiality 8.1 Definition
   Confidential Information includes non-public information shared between the parties. This Agreement and Orders are considered Confidential Information.

   8.2 Protection
   Each party will protect the other party's Confidential Information and not disclose it to third parties without prior consent.

9. Data 9.1 User Information
   Uclone processes User Information provided by the Customer in accordance with the Agreement and its privacy policies.

   9.2 Service Data
   Uclone collects and owns data on the performance of the Service. Uclone may use this data in aggregated form, without identifying Customers.

10. General Terms 10.1 Publicity
    Uclone may reference the Customer's name and logo for marketing purposes with prior consent.

10.2 Force Majeure
Uclone is not responsible for failures caused by events beyond its control.

10.3 Amendments
Uclone may modify this Agreement by providing prior notice. Any changes will take effect after 30 days.

10.4 Relationship
This Agreement does not create a partnership, joint venture, or other relationship beyond that of independent contractors.

10.5 No Third-Party Beneficiaries
This Agreement benefits only the parties and does not confer rights on any third parties.

10.6 Governing Law
This Agreement is governed by the laws of the State of Delaware, USA.

10.7 Entire Agreement
This Agreement, along with Orders, constitutes the full agreement between Uclone and the Customer.