End User License Agreement

1. Introduction

1.1  This End User License Agreement constitutes a legally binding contract between you (the “Customer” or “You”) and Charm Security Inc. (“Provider”, “we”, “us”, or “our”) and governs your access to, and use of, the Provider’s AI-powered platform and agentic services (collectively, the “Platform” or the “Services”).

1.2  The Platform may be delivered as a browser extension, plugin, integration, API, service, through a third-party cloud environment or marketplace, or through any other present or future distribution mechanism. The Platform includes specialized AI agents that operate within Customer workflows to support investigation, intervention, resolution, and disruption capabilities. Unless otherwise indicated, the term “Platform” also includes all revisions, improvements, and updates, and any appliance, user manuals, and documentation provided to Customer in connection with the operation of the Platform.

1.3  This End User License Agreement, together with any specific terms, the Data Processing Addendum (“DPA”), Documentation, and any other documents incorporated by reference, constitute the “Terms”.

1.4  By executing an order, clicking “I Agree”, accessing or downloading the Platform, including through a cloud environment, or otherwise accessing or using the Services, the Customer agrees to be bound by these Terms. If you agree to be bound by this Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Terms. If you do not have the requisite authority, you may not accept the Agreement or use the Platform on behalf of the Customer.

1.5  If Customer accesses, downloads, deploys, or uses the Services through a cloud environment, marketplace, or hosting infrastructure provided by a third party (each, a “Marketplace”, including without limitation Google Cloud Platform and Microsoft Azure Marketplace), such access and use is also subject to the applicable terms, conditions, policies, and technical requirements of that Marketplace, and Customer is solely responsible for complying with them.

2. Access; License; Restrictions

2.1  Subject to the Terms, Provider hereby grants to Customer, during the applicable term, a limited, non-exclusive, non-transferable (except as permitted herein), non-sub-licensable license to access and use the Platform solely by its Authorized Users (as defined below) for Customer’s internal business purposes. No rights are granted except as expressly stated.

2.2  Customer may only use the Platform in accordance with the “Documentation” (digital or printed technical user manual, instruction and summary and any other supporting documentation related to the Platform and any relevant Provider’s services that is provided by the Provider) and applicable laws and regulations.

2.3  Provider may make modifications, additions and upgrades to the Platform, as it deems necessary, provided it does not adversely affect the functionality of the Platform as contemplated under this Terms. For material changes that materially diminish core functionality, Provider will provide notice, and Customer may terminate the affected Service within 30 days of notice for a pro-rata refund of prepaid, unused fees for the terminated period.

3. Service Levels and Support

3.1  Provider will use commercially reasonable efforts to make the Services available and provide standard support during business hours, excluding scheduled maintenance and events beyond Provider’s reasonable control.

4. Accounts and Security

4.1  Customer is responsible for granting, managing, and controlling access to the Platform by its authorized users who are explicitly authorized by Customer to use the Platform (each, an “Authorized User”) and other personnel acting on its behalf, strictly in accordance with the number of user accounts purchased by Customer and provided by Provider. Customer is responsible for all use of the Platform by its users and for ensuring that access is not shared or used by any person other than the Authorized Users and that the Authorized Users comply with these Terms. Customer is also solely responsible for the information security aspects of its Authorized Users, including the protection, confidentiality, and appropriate management of user credentials, access rights, and endpoints used to access the Platform.

4.2  Customer will promptly notify Provider of any suspected unauthorized use. Provider may suspend access for security risks, legal compliance, or material breach, using reasonable efforts to notify Customer where lawful and practicable.

5. Customer Responsibilities and Acceptable Use

5.1  Customer is responsible for properly configuring and using the Platform in accordance with the Provider's instructions and Documentation, and for securing and protecting the Customer account and access credentials. Customer will monitor use of the Platform by its Authorized Users, ensure such use complies with the Agreement, and remains solely responsible for all activities occurring under its account. Customer will implement reasonable measures to prevent unauthorized access to or use of the Platform, including maintaining strong passwords and keeping login credentials confidential (as detailed above), and will promptly notify the Provider upon becoming aware of any actual or suspected unauthorized access to or use of the account or the Platform.

5.2  If Customer integrates the Platform with any third-party application, service, or system, including integrations initiated or facilitated by Provider on Customer’s behalf. Customer is responsible for obtaining and maintaining all necessary rights, permissions, credentials, and authorizations required to enable such integrations. Provider shall not be responsible or liable for failures, errors, delays, or security issues attributable to third-party systems or services, except to the extent caused by Provider’s failure to perform its integration components in accordance with the Documentation.

5.3  Customer is responsible for timely implementing updates, patches, bug fixes, upgrades, or maintenance releases made available by the Provider as necessary for proper operation and security of the Platform. The Provider will not be liable for any issues caused by Customer’s failure to implement such updates.

5.4  Customer is responsible for obtaining and maintaining any customer-side equipment, systems, connectivity, and configurations required to access, integrate with, and use the Platform. The Provider is not responsible for malfunctions or errors caused by such Customer-side equipment or systems.

5.5  Since the Platform operates on and uses “Customer Data” (any data, content, or materials uploaded to the Platform, or provided by the Customer, or on its behalf, for use of the Platform and related Provider services), Customer is responsible for providing the Platform with access to the relevant Customer Data and systems as reasonably required for the Platform’s operation and provision of the services, including establishing and maintaining the necessary connections and integrations to Customer’s relevant systems, and ensuring that the Customer has all necessary rights and permissions to provide such access, inter alia, as described below. Provider will access, use, process, store, transmit, and otherwise handle Customer Data only as necessary to provide, maintain, support, and secure the Platform and related services under the Agreement, or as otherwise required by applicable law. The Customer acknowledges that any outputs, insights, recommendations or other results generated or made available through the Platform ("Output") are based on and depend on Customer Data, and that Customer remains solely responsible for its use of the Output. The Provider does not control and is not obligated to monitor Customer Data except as necessary to deliver the service, prevent or address technical or security issues, or comply with applicable law. Customer is responsible for backing up, extracting and copying Customer Data as needed, including prior to termination or expiration of the Agreement, and the Provider is not obligated to retain Customer Data except as expressly set forth in the Agreement.

5.6  Customer will use the Platform in compliance with applicable law and is responsible for determining whether the Platform meets Customer's requirements. Except as expressly stated in the Agreement, the Provider makes no warranties in this regard.

5.7  Customer is responsible for providing (i) its Authorized Users and (ii) any individuals whose personal data may be collected, accessed, processed, or otherwise handled through the Platform in connection with Customer's use of the Platform (including, without limitation, Customer's end customers, contacts, employees, contractors, or other data subjects) with appropriate notices and instructions regarding privacy and data protection aspects, including (as applicable) the collection and use of login credentials, access logs, monitoring of usage/activity, and any other similar tracking, logging, monitoring, or analytics performed in connection with the Platform, and for obtaining any consents (and providing any other required disclosures) under applicable law for such activities.

5.8  Customer is also responsible for providing any notices and disclosures required under applicable law regarding their interactions and communications with an AI-based system as part of the Platform (including, as applicable, that certain outputs, recommendations, or responses may be generated by artificial intelligence), and for obtaining any required consents for such interactions.

5.9  Except as expressly permitted under this Terms, Customer and its Authorized Users may not, directly or indirectly: (a) publish, disclose, copy, rent, lease, sell, sublicense, distribute, transfer, assign, alter, modify, or create derivative works of the Platform or any part thereof; (b) provide access to the Platform to any third party other than to Authorized Users; (c) use the Platform to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Platform; (e) interfere with or circumvent the Platform, limits or other restrictions; (f) remove, obscure or modify in any way any proprietary or other notices or attributions in the Platform; (g) use the Platform for any illegal, immoral, unauthorized purpose, or in a manner which would infringe upon the rights of a third party, or that is in breach of applicable law; or (h) introduce, upload, transmit, or otherwise make available any viruses, worms, malware, or other harmful or malicious code, or any content intended to disrupt, damage, or gain unauthorized access to the Platform or any systems or networks.

6. Intellectual Property

6.1  The intellectual property and all other rights, title and interest of any nature in and to the Platform, Provider’s Technology, Documentation, Usage Data (as described below) and any deliverables and related source code, technology, templates, formats and dashboards, as well as any modifications or improvements thereof (“Provider’s Property”) are and shall remain the exclusive property of the Provider or its licensors. Except as expressly permitted herein, Customer has no right in and to the Provider’s Intellectual Property.

6.2  As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and in the Output. Subject to these Terms, Customer hereby grants the Provider a non-exclusive, nontransferable, non-sublicensable, non-assignable (except as provided herein), worldwide, royalty-free right to access, use, copy, process, store, transmit, distribute, perform, transform, and display the Customer Data, Output and derivatives thereof solely to the extent necessary for the use of the Platform and for the provisions of this Agreement, to comply with applicable laws during, and as required by the Provider’s, to improve its business, services, technology and Platform.

6.3  The Provider may collect and use usage, telemetry, analytics, log, and performance data, and insights derived from the Customer’s and its Authorized Users’ access to and use of the Platform (collectively, "Usage Data") to operate, maintain, support, secure, develop, improve, and enhance the Platform and any other Provider’s services and, technology, including to train and improve the Provider’s algorithms and models. The Provider may use Usage Data for such purposes during the Term and thereafter; provided that the Provider will not use Customer Data or Output in a manner that identifies Customer or any individual as the source, except (i) to provide the Platform services, (ii) with Customer’s written consent, or (iii) as required to comply with applicable law.

6.4  If Customer provides any suggestions, comments, improvements, ideas, or other feedback relating to the Provider or the Platform (“Feedback”). The Provider may freely use, disclose, license, distribute, and exploit any Feedback in any of its products and services, in any manner, in perpetuity and without any obligation, royalty, or restriction, provided Customer shall not be identified in connection with any such Feedback without Customer’s written consent. The Provider shall be the sole owner of any improvement, modification, invention and/or development relating to its products and/or services (whether patentable or not) made on the basis of or in connection with Feedback.

6.5  The provisions of this section shall remain in full force and effect after the termination or expiration of Customer’s use of the Platform.

7. Subscription Term; Renewals

7.1  The initial subscription Term is set forth in the order (to the extent executed, or such other form executed between the Provider and the Customer) and, unless otherwise stated, renews automatically for successive terms equal to the initial term at then-current rates, unless either party gives non-renewal notice within the timeframe stated in the Order or, if not stated, at least 30 days prior to the end of the then-current term. Provider will notify Customer in writing of any change to the subscription Fees (as defined below) or applicable rates for the renewal term no later than 30 days prior to the start of the renewal term, and any such change will apply only to the renewal term (and not the then-current term).

7.2  For Customers procuring the Services through a Marketplace, the subscription terms, renewal periods, payment terms, and fees shall be governed exclusively by the applicable Marketplace terms. In such cases, the provisions of Section 7.1 above shall not apply.

8. Fees; Payment; Taxes

8.1  Customer will pay the applicable subscription fees and any other fees for the Platform in accordance with the commercial terms set forth in the applicable order, if executed, or such other ordering document or purchase flow applicable to the Customer’s purchase of the Platform (collectively, the “Fees”). The Fees shall be payable regardless of actual use of the Platform and shall be non-refundable, except as expressly provided under these Terms. Neither Provider nor, where applicable, the operator of the relevant Marketplace shall be obligated to refund any Fees or provide any credits for early termination or partial or non-use of the Platform.

8.2  If Customer purchases, accesses, or uses the Platform through a Marketplace or any related third-party cloud billing environment, Fees may be included in Customer’s invoice for that provider’s cloud services or may be included on a separate invoice for the Platform or related vendor products. In such case, the applicable invoicing and payment terms of the relevant cloud provider agreement, Marketplace terms, or other applicable billing terms of that provider shall apply, and Customer agrees to pay the entity identified on the applicable invoice or as otherwise directed by that provider.

8.3  Except to the extent invoiced and collected through Marketplace billing arrangements, all Fees are net and exclusive of any taxes (including, without limitation, any value added tax, sales tax, use tax, customs, tariffs, duties, or other similar charges), except for taxes based on Provider’s net income, and all such amounts shall be borne exclusively by Customer. All payments must be made in cleared funds without any deduction, withholding, or set-off, unless required by applicable law. If Customer is required by law to make any deduction or withholding, Customer shall pay such additional amounts as are necessary to ensure that the full amount due is received by the party entitled to receive such payment.

8.4  To the extent that Customer is required to pay Fees directly to Provider under the applicable order or purchase arrangement, any amounts not paid by the due date under this Agreement shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is lower. Interest shall accrue from the first day following the applicable due date and shall be compounded quarterly. For the avoidance of doubt, where Fees are invoiced through Marketplace billing arrangements, any late payment consequences shall be governed by the applicable Marketplace billing terms.

9. Privacy; Security

9.1  To the extent Provider processes personal data on Customer’s behalf, the parties will enter into a DPA that complies with applicable data protection laws.

9.2  Provider will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure and will notify Customer of personal data breaches as required by law and the DPA.

9.3  Data Retention and Return. Upon termination or expiration, upon request within 90 days, Provider will make Customer Data available for export in a commercially reasonable format. Thereafter, Provider will delete or anonymize Customer Data from active systems, subject to legal retention obligations and backup cycles.

9.4  Provider may, directly or through third party measurement tools, collect and use Usage Data for its own purposes, including the purpose of improving, operating, securing and supporting the Provider’s Platform.

10. Confidentiality

10.1  For purposes of these Terms, the "Disclosing Party" means the party that discloses or makes available Confidential Information to the other party and the "Receiving Party" means the party that receives or obtains access to the Disclosing Party’s Confidential Information.

10.2  “Confidential Information” is any proprietary or other information received by either party from the other party during, or prior to entering into, these Terms, that is confidential or proprietary, or that a reasonable party should understand to be confidential or proprietary based on the circumstances of disclosure, including, without limitation, the Platform and any information, know-how, trade secrets and other proprietary information disclosed by the Provider, non-public technical and business information, and all other information obtained during the use of the Platform as permitted hereunder.

10.3  The Receiving Party will maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same standard of care as the Receiving Party employs for its own confidential information of a similar nature, but in any event no less than a reasonable standard. The Receiving Party will not use the Disclosing Party’s Confidential Information, except as permitted under these Terms and will not disclose the Disclosing Party’s Confidential Information to any other person except to its respective officers, directors, employees, consultants, auditors, subcontractors and professional advisors who have a need to know, and who are subject to a confidentiality obligation and shall remain responsible for their use of the Confidential Information in breach of the obligations and restrictions herein. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or access of the Disclosing Party’s Confidential Information of which it becomes aware, and take all steps necessary to limit, stop, or otherwise prevent such loss or unauthorized use, disclosure, or access.

10.4  The restriction herein shall not apply (i) to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of the Receiving Party; (ii) rightfully received by the Receiving Party without any restrictions; (iii) required to be disclosed as detailed below.

10.5  The Receiving Party may disclose Confidential Information of the Disclosing Party in the event the Receiving Party is required by applicable law, regulations, order by a competent authority, or legal process, provided that the Receiving Party provides the Disclosing Party prompt written notice of such requirement (unless prohibited under applicable law), and reasonable assistance (at the Disclosing Party’s expense) enabling the Disclosing Party to seek a protective order, or other appropriate remedy to such disclosure. In any event, the Receiving Party shall disclose only such portion of the Confidential Information as is either permitted by the Disclosing Party or legally required.

11. Warranties; Disclaimers

11.1  Each party hereby represents and warrants that: (a) it has full legal authority to enter into the Agreement; (b) it shall fulfil its obligations under the Agreement an in compliance with applicable law.

11.2  Provider warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation, and professional services (if any) will be provided in a professional and workmanlike manner. Customer’s sole and exclusive remedy, and Provider's sole liability, for breach of this warranty is for Provider to use commercially reasonable efforts to repair the Services (including the Platform) and, if Provider cannot do so within a reasonable time not to exceed thirty (30) days, Customer may terminate the affected services (or this Agreement, if the breach affects the Platform materially as a whole) and receive a pro-rata refund of prepaid, unused Fees for the terminated period. This warranty shall not apply to any failure resulting from or attributable to: (i) repair, maintenance, or modification of the Platform by persons other than Provider or its authorized contractors; (ii) accident, negligence, abuse, or misuse of the Platform by Customer or its Authorized Users; (iii) use of the Platform other than in accordance with the Documentation; and/or (iv) the combination of the Platform with equipment, software, or services not authorized or provided by Provider.

11.3  OTHER THAN EXPLICITLY PROVIDED HEREIN, THE PLATFORM AND SERVICES PROVIDED THEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE PLATFORM. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF THE CONTENT OF THE PLATFORM, THAT ANY DATA STORED WITH THE PLATFORM WILL BE SECURED OR OTHERWISE NOT LOST OR DAMAGED, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.

12. Indemnification

12.1  Provider Indemnity. Provider will defend Customer from third-party claims alleging that the Platform and any related services, as provided, infringe a third party’s U.S. patent, copyright, or trade secret, and will pay damages and reasonable fees finally awarded or agreed in settlement. Provider’s obligations do not apply to claims arising from: (a) Customer Data; (b) Customer’s use in breach of these Terms or the Agreement; (c) combinations with non-Provider products; or (d) Customer-requested modifications. If infringement is alleged, Provider may procure rights, modify the Platform, or terminate the affected services and refund prepaid, unused fees.

12.2  Customer Indemnity. Customer will defend Provider against claims arising from Customer Data or use of the Platform and any other services in violation of law or these Terms and pay damages and reasonable fees finally awarded or agreed in settlement.

12.3  The indemnifying party’s obligations under this Section 12 are conditioned on the indemnified party: (i) promptly providing written notice of the claim (provided that failure to give prompt notice will relieve the indemnifying party only to the extent it is materially prejudiced); (ii) granting the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim in a manner that admits fault or imposes any obligation on, or restricts any right of, the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld or delayed); and (iii) providing reasonable cooperation, information, and assistance in connection with the defense and settlement, at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

13. Limitation of Liability

13.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OR DAMAGES OR LOSS OR DAMAGES TO GOODWILL, OR DAMAGES ARISING FROM THIRD-PARTY CLOUD PROVIDERS OR CLOUD ENVIRONMENTS, IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

13.2  EXCEPT FOR (A) A PROVIDER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, OR (B) A PROVIDER’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S, INCLUDING ITS AFFILIATES’, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

14. Suspension and Termination

14.1  Provider may suspend the Services immediately if: (a) Customer’s account is delinquent by 15 days or more; (b) Customer’s use poses a security risk, violates law, or could subject Provider to liability; or (c) required by law or governmental request. Provider will restore access once the issue is resolved and is not responsible for liabilities resulting from a permitted suspension.

14.2  Either party may terminate the Agreement for material breach not cured within 30 days of written notice. Upon termination, Customer will cease access and use, and Provider will disable access. Termination will not relieve Customer of obligations to pay accrued Fees. Notwithstanding the foregoing, if Customer purchases or receives the Services through a Marketplace, Customer may also terminate or cancel the applicable Services in accordance with the applicable Marketplace terms governing such purchase or use. Sections that by their nature should survive will survive, including fees, confidentiality, IP, warranties/disclaimers, indemnities, limitations, governing law, and dispute resolution.

15. Publicity

15.1  Provider may use Customer’s name and logo in lists of customers and marketing materials, subject to Customer’s reasonable brand guidelines and any confidentiality obligations. Customer may revoke consent for press releases by written notice.

16. Force Majeure

16.1  Neither party shall be deemed to be in default of any provision of the Agreement, or for failure in performance of its obligations hereunder (excluding payment obligations), resulting from acts or events beyond the reasonable control of such party, including acts of God, civil or military authority, acts or threats of terrorism, civil disturbance, war, riot, strike or labor dispute (not related to either party’s workforce), fires, floods, infectious disease, or act of government (each a “Force Majeure Event”). Such Force Majeure Event, to the extent it prevents a party’s performance or any other undertaking under the Agreement, will extend the time for performance for as many days beyond the applicable performance date as is required to correct the effects of such Force Majeure Event.

17. Modifications to Terms

17.1  Provider may update these Terms for new features, legal, security, or administrative reasons. Material changes will be notified to Customer, and become effective on the next renewal or 30 days after notice for month-to-month Terms. Continued use after the effective date constitutes acceptance. If Customer objects to a material change that materially and adversely affects it, Customer may terminate prior to the effective date and receive a pro-rata refund of prepaid, unused fees.

18. Governing Law; Dispute Resolution

18.1  This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles. All actions, suits, or proceedings under or related to this Agreement shall be adjudicated in the courts located in New York City, New York, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

19. Miscellaneous

19.1  If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect. The Agreement constitutes the entire agreement and supersedes prior or contemporaneous agreements on the subject matter. No waiver is effective unless in writing. No agency, partnership, or joint venture is created. Headings are for convenience only.

19.2  Neither party may assign the Agreement without the other party’s prior written consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations. Any prohibited assignment is void. The Agreement binds and benefits successors and permitted assigns.

19.3  No provision of this Agreement will be deemed waived, and no breach will be deemed excused, unless such waiver or consent is in writing and signed by the party alleged to have waived or consented. No waiver by either party of any breach (whether express or implied) will constitute a waiver of any other or subsequent breach. Any delay or failure by a party to exercise any right or remedy under this Agreement will not operate as a waiver of that right or remedy.

19.4  Notices must be in writing and delivered to the addresses below (or updated in the account or on Provider’s Platform), and are deemed given upon receipt if delivered by hand, three business days after mailing, or when sent by email or through the Platform if sent during business hours in the recipient’s location.

20. Contact

Charm Security Inc.

Address: 488 Madison Avenue, New York, New York 10022, United States

Email: contact@charmsecurity.com