Last Updated: May 12, 2026

​​1. OVERVIEW

Thank you for visiting our website cybercheck.one ("Service", “Site”), which is owned and operated by Cybercheck, LLC (“Cybercheck”, "us", "we", or "our"). Please read these Terms of Use ("Terms", "Terms and Conditions", “Terms of Use”) carefully before using the services of the Site.

This document sets forth the legally binding terms and conditions for your use of this Site and the related services, features, content, apps, accessed via the Site. These Terms apply to all visitors, users and others who access or use the Service.

BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). you may not access or use the Site or accept the Terms if you are not at least 18 years old. If you disagree with any part of the terms then you may not access the Service.

These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

We have developed a Privacy Policy in order to inform you of its practices with respect to the collection, use, disclosure and protection of your information. You can find the Privacy Policy, which is incorporated into this Agreement, on our home page, and by using this Site you agree to the terms of the Privacy Policy.

3. ​ACCESS TO THE SITE

    CYBERCHECK™ SERVICES AND SUBSCRIPTION AGREEMENT

This Services and Subscription Agreement (“SSA” or “Agreement”) is entered into by and between CYBERCHECK, LLC, a limited liability company duly created and registered in accordance with the laws of the Commonwealth of Puerto Rico, located at 1550 Ave. Ponce de Leon, Piso 5, San Juan, PR 00909, with a Corporate Registration Number of 530791 (“CyberCheck,” “Provider,” or “Vendor”), for the benefit of itself and its Affiliates; and the Customer identified in the signature block at the end of this Agreement (“Customer”). This Agreement is effective as of the date of the last signature below (the “Effective Date”). Vendor and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, CyberCheck provides consulting, compliance, managed, and audit services including, without limitation: (i) the drafting and delivery of customized policies, procedures, controls, and related compliance documentation (“Compliance Packages); (ii) managed services including Virtual CISO, Virtual Privacy Officer, Vendor Management Support, Training Development, Implementation, and Management, and Internal Audit Support (“Managed Services”); and (iii) external audit and certification services to accepted standards and frameworks (“Audit Services”). Together, the Compliance Packages, Managed Services, Audit Services, and any additional services described herein, shall be the “Services”; and all document work product arising directly out of the Services shall be the “Deliverables.”

WHEREAS, Customer desires to procure certain Services and Deliverables from Vendor; and

WHEREAS, Vendor is willing to provide Services and Deliverables to Customer on the terms and conditions set forth in this Agreement and any attachments hereto including “Statement of Work” or “SOW” subsequently attached hereto.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by both Customer and Vendor, the Parties agree as follows:

1.VENDOR SERVICES

1.1.General

During the Term of this Agreement, Customer and Vendor may agree upon specific Services and Deliverables, which shall be clearly set forth and limited to the scope set forth in this Agreement and the Statement of Work, and as may be set forth in any subsequently attached SOWs.

1.2.Statements of Work.

Details of the initial Services to be provided shall be described in the Statement of Work #1 (“SOW #1”)attached hereto as Schedule A. The terms of this Agreement shall govern the SOW #1 except as the SOW #1 expressly states otherwise. Any Services to be provided outside of the SOW #1 shall be described in a subsequent written and numberedSOW, signed by Customer and Vendor, and made a part of this Agreement. Each SOW shall be substantially in the form of Schedule B (the “Form of Statement of Work”).

1.3.Time is of the Essence.

Time is of the essence with respect to CyberCheck's performance of Services hereunder, and is a significant and material term hereof.

1.4.Order of Precedence (Agreement vs. SOW).

Each SOW executed by and between the Parties hereunder (including SOW #1) shall automatically become a part of this Agreement, subject to this Agreement's terms and conditions. In the event of an explicit and clearly identified conflict between the provisions of this Agreement and those of any SOW, the provisions of the SOW will take precedence solely with respect to fees, specific Services, and Deliverables; the provisions of this Agreement will take precedence in all other respects. For the full hierarchy of all component documents (including the website Terms of Use and User Terms of Service), see Section 11.6.

2.TERM & TERMINATION

2.1.Term and Renewal of Agreement.

Unless earlier terminated, or extended by the mutual written consent of the Parties as provided herein, the initial term of this Agreement shall commence on the Effective Date and continue for a period of one hundred eighty (180) days. Thereafter, this Agreement shall automatically renew for successive renewal terms of one (1) year each, unless and until either Party provides written notice to the other of its intent not to renew, at least sixty (60) days prior to the end of the then-current term.

2.2.Term of Statement of Work.

Unless earlier terminated as provided herein or within any respective SOW, the term of each SOW will commence on the effective date set forth therein (or, if no such date is indicated, on the date the SOW becomes fully executed). Each SOW will continue until the expiration date specified in the SOW, or if no date is specified, until the date the Services and Deliverables are completed by CyberCheck pursuant to the terms therein, whichever is sooner. For any SOWs in effect at the time of non-renewal and expiration of this Agreement, the terms and conditions of this Agreement shall continue to apply with respect to such SOWs until the termination or expiration of that SOW.

2.3.Termination with Notice.

Either Party shall have the right to terminate any SOW, or this Agreement, or both, in whole or in part, for convenience, by providing the other Party sixty (60) days' written notice of termination (a “Termination Notice”). In the event of termination pursuant to this Section, Customer shall pay Vendor on a pro rata basis any fees then due and payable for any Services completed up to and including the date of such termination. If Customer provides less than thirty (30) days' notice of termination to Vendor, the average of one month's billings of Vendor will be paid to Vendor in lieu of notice. The average one month's billings will be calculated from the average of the prior twelve (12) months of Vendor revenues from Customer (or all months of Vendor revenues since the signing of this Agreement, if the Agreement is less than twelve (12) months old). During the Termination Notice period, Vendor will reasonably work to complete projects in process as part of the Services if possible, and no other work from Customer will be undertaken as part of the Services unless the Parties agree in writing to specific terms for the additional work.

2.4.Termination for Breach.

This Agreement, or an SOW, or both, may be terminated by either Party immediately upon written notice if the other Party materially breaches any material provision of this Agreement or such SOW and such breach is incapable of cure; or, with respect to a material breach capable of cure, if the other Party does not cure such breach within ten (10) calendar days after receipt of written notice of such breach.

2.5.Termination for Cause.

CyberCheck may terminate this Agreement, effective immediately, and immediately cease its performance of the Services, if Customer deliberately, willfully, or intentionally provides CyberCheck with inaccurate or incomplete information, or if CyberCheck discovers that Customer is involved in fraud, violation of law, or other wrongdoing. CyberCheck may also terminate this Agreement immediately if the continuation of the engagement may expose CyberCheck to criminal or civil liability. Procedures upon termination, including return and destruction of Confidential Information, are set forth in the User Terms of Service incorporated herein under Section 11.8.

3.Non-Solicitation & Non-Disparagement

3.1.Non-Solicitation of Vendor Personnel.

All Vendor personnel, including any Assigned Personnel, are employees or independent contractors of CyberCheck. Customer is not authorized to make any offer of employment to, or issue Assigned Personnel any work outside the SOW #1 or any subsequent SOW, without prior written approval from CyberCheck management. If Customer wishes to make an offer of employment to an existing CyberCheck employee or independent contractor, Customer shall, at a minimum, be required to compensate CyberCheck an amount equal to the prior twelve (12) paid months of salary of that Assigned Personnel as that Assigned Personnel had been paid at CyberCheck, or as that Assigned Personnel is to be paid as an internal employee or independent contractor of Customer, whichever is greater. Any months in such calculation during which no compensation was paid shall not be counted.

3.2.Non-Disparagement.

For a period of one (1) year immediately after the expiration of this Agreement or its termination for any reason, regardless of the reason for termination, each Party agrees that:

3.2.1.it will not, directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, engage in any practice or acts which are likely to cause the other Party embarrassment, or which could be considered offensive or shocking to the other Party's customers or the general public, or that may cause public disrepute, contempt, scandal, or ridicule, or which might tend to reflect unfavorably on that other Party

3.2.2.it will not, directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, engage in any event, circumstance, conduct, or action that may be seriously prejudicial to the economic interests, best interests, reputation, or popularity of the other Party; and

3.2.3.it will not, directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, make any public oral or written statements that disparage the business reputation of the other Party (or its management team).

3.3.Notwithstanding the foregoing, nothing in this Section shall apply to, or preclude, any disclosure: (i) related to a sexual assault dispute or sexual harassment dispute, as those terms are used in the Speak Out Act, 15 U.S.C. § 7102 note (Pub. L. No. 117–224, 136 Stat. 2290 (Dec. 7, 2022)); (ii) to any federal, state, or local governmental or regulatory authority for purposes of reporting suspected violations of law, or to participate in any governmental or regulatory investigation or proceeding; (iii) protected by 18 U.S.C. § 1833(b) (whistleblower immunity under the Defend Trade Secrets Act); or (iv) otherwise required by law or compelled by valid legal process.

3.4.Any violation of this Section (excluding disclosures falling within the carve-outs above) shall be cause for immediate termination of this Agreement. The Parties agree that any such violation during or after the term of this Agreement will cause irreparable harm to the other Party for which money damages would not be an adequate remedy.

4.COMPENSATION & PAYMENT

4.1.Payment.

As full consideration for the performance of the Services and Deliverables agreed upon between the Parties, Customer agrees to pay CyberCheck those amounts as agreed in the fee schedule set forth in the SOW #1 and in any subsequent SOW. Invoicing procedures, invoice-dispute procedures, and incremental billing for Managed Services are set forth in the User Terms of Service incorporated herein under Section 11.8.

5.CONFIDENTIAL INFORMATION

5.1.Definition.

“Confidential Information” includes the information and terms and conditions contained in this Agreement and any attachments hereto, and all trade secrets, business and financial information, software, business methods, methodologies, procedures, know-how, documents, and other information of every kind, that is marked or identified as confidential or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. Confidential Information does not include information that: (a) is or becomes a part of the public domain other than by breach of this Agreement; (b) is disclosed to a Party by a third party without restrictions on disclosure; or (c) was in a Party's lawful possession prior to the disclosure and was not obtained by that Party either directly or indirectly from the other Party.

5.2.Use and Protection of Confidential Information.

A Party receiving Confidential Information (the “Receiving Party”) shall: (i) not use the disclosing Party's Confidential Information for any purpose not expressly permitted by this Agreement; (ii) only disclose the Confidential Information of the other Party to the Receiving Party's own employees, subcontractors, and agents who have a need to know such Confidential Information for purposes of this Agreement, provided those recipients are bound by a written duty of confidentiality that includes such Confidential Information and that is no less restrictive than the terms of the duty upon the Parties hereunder; and (iii) protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care.

5.3.Exceptions; Compelled Disclosure; Statutory Immunity.

Notwithstanding anything herein to the contrary, the Parties acknowledge that:

5.3.1.nothing in this Agreement shall be construed to prohibit the disclosure of Confidential Information of a disclosing Party by a Receiving Party to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, if permitted by law, the Receiving Party shall first give notice to the disclosing Party prior to such disclosure and afford the disclosing Party a reasonable opportunity to obtain a protective order; and

5.3.2.under 18 U.S.C. § 1833(b), to the extent a Party is an individual, that Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and for the sole purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

5.3.3.Each Party agrees that all Confidential Information obtained hereunder is the sole and exclusive property of the disclosing Party, which shall retain full ownership of all content and materials it provides to the other Party.

5.4.Liquidated Damages; Injunctive Relief.

In the case of circumvention or attempted circumvention of this Agreement by Customer with respect to any Confidential Information provided to Customer by Vendor, Customer agrees that Vendor's damages resulting therefrom are substantial but impractical to calculate. Therefore, in the event of circumvention, Customer agrees and guarantees that it shall pay a legal monetary penalty equal to no less than three (3) times the fee Vendor should have realized in such transactions, by or from the person(s) or entity(ies) engaged in the circumvention, for each occurrence, for the length of the circumvented contract.

PLEASE TAKE NOTICE: CUSTOMER AGREES THAT VENDOR IS ENTITLED TO DAMAGES EQUAL TO THREE (3) TIMES THE ACTUAL OR ANTICIPATED PROFIT LOSS FOR BREACH OF THIS SECTION. BY SIGNING BELOW, EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH DAMAGES SHALL BE SUBJECT TO AN IMMEDIATE JUDGMENT ENTERED BY A COURT SOLELY ON THE BASIS OF THIS AGREEMENT, WITHOUT TRIAL, HEARING, OR RESPONSIVE MOTION. THE PARTIES EXPRESSLY ACKNOWLEDGE THE RIGHT OF THE CIRCUMVENTED PARTY TO OBTAIN AN EMERGENCY INJUNCTION PREVENTING THE CIRCUMVENTING PARTY FROM COLLECTING THE COMMISSIONS THAT FLOW FROM THE CIRCUMVENTING CONTRACT. THE PARTIES EXPRESSLY AGREE TO, AND WAIVE ANY AND ALL RIGHTS TO CONTEST, THE FORMATION OF A CONSTRUCTIVE TRUST INTO WHICH THE CIRCUMVENTING PARTY'S COMMISSIONS SHALL BE PLACED, PENDING THE OUTCOME OF ANY LEGAL ACTION TAKEN BY THE CIRCUMVENTED PARTY. THESE CIVIL REMEDIES SHALL BE AVAILABLE TO THE CIRCUMVENTED PARTY IN ADDITION TO ANY OTHER MEANS OF COLLECTION AVAILABLE UNDER APPLICABLE LAW. IT IS FURTHER ACKNOWLEDGED THAT THE CIRCUMVENTED PARTY SHALL BE ENTITLED TO AN AUTOMATIC LIEN ON ANY AND ALL PROCEEDS DUE AND OWING TO THE CIRCUMVENTING PARTY PURSUANT TO THE CIRCUMVENTING CONTRACT, TO SATISFY ANY JUDGMENT ENTERED PURSUANT TO THIS AGREEMENT.

6.INTELLECTUAL PROPERTY

6.1.Assignment of Deliverables.

In accordance with the terms in this Article, CyberCheck agrees that, to the extent that CyberCheck creates or maintains any ownership interest arising from any Deliverables in an SOW, CyberCheck hereby irrevocably assigns to Customer all right, title, and interest worldwide in and to the Deliverables, unless such right, title, and interest is otherwise reserved for Vendor within the SOW #1, any subsequent SOW, or a separate Intellectual Property Contribution Agreement.

6.2.Scope of Deliverables; Work Made for Hire

CyberCheck Deliverables include any ideas, concepts, processes, discoveries, documents, policies, procedures, controls, developments, information, materials, improvements, designs, drawings, reports, artwork, content, software programs, other copyrightable works, and any other work product created, conceived, or developed by Vendor (whether alone or jointly with others) for Customer pursuant to an SOW during the term of this Agreement, including all intellectual property rights therein. The intellectual property rights associated with Deliverables shall mean all intellectual property rights worldwide arising under statutory or common law, whether or not perfected or patentable, including, without limitation, all: (i) trade secrets, patents, patent applications, patent rights, and patentable discoveries, improvements, and inventions, including any divisions, substitutions, continuations, continuations-in-part, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing or hereafter filed, issued, or acquired; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, and derivative works; (iii) rights relating to the protection of trade secrets and know-how; and (iv) rights associated with the names or labels of products or services, including trademarks and service marks. Such rights fall within the definition of “work made for hire” as such term is defined in the United States Copyright Act, 17 U.S.C. § 101 et seq., as amended. CyberCheck agrees to execute, at Customer's request and expense, any documents and other instruments necessary or desirable to confirm such assignment.

6.3.Preexisting IP; No Infringement Warranty

In providing the Services, CyberCheck warrants that CyberCheck will not knowingly (with knowledge imputed to any and all employees and subcontractors) infringe or violate (with or without knowledge) any copyright or other intellectual property or trade secret of any third party recognized anywhere in the world in performing Services under this Agreement.

6.4.Restrictions on Use of Services and Deliverables

Unless otherwise explicitly stated in this Agreement, the SOW #1 (if attached), or any subsequent SOW attached hereto, Customer shall NOT be authorized to use the Services or Deliverables in any manner that creates or supports a product or service that is competitive with CyberCheck's Services. Furthermore, Customer shall NOT be authorized to repurpose any Services or Deliverables for any third-party individual or corporate entity, whether or not there is any consideration in return, without the express written authorization of Vendor.

7.LIMITATION OF LIABILITY & INSURANCE

7.1.Limitation of Liability

VENDOR SHALL NOT BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF IT HAS NOTICE THAT THOSE KINDS OF DAMAGES MAY OCCUR. VENDOR'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO VENDOR DURING THE PRECEDING THREE (3) MONTHS UNDER THIS AGREEMENT.

7.2.Insurance

7.2.1.

Each Party shall maintain an insurance policy reasonably adequate to cover all the rights, obligations, risks, and costs that may be presented in this Agreement or any SOW attached hereto. Either Party may request a certificate of insurance from the other Party. Neither a Party's receipt of, nor that same Party's failure to receive or request, such certificates of insurance or other documentation shall represent a waiver of the requirements for insurance coverage set forth in this Section.

7.2.2.Vendor Insurance.

During the Term, Vendor shall maintain in force adequate commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to Customer, with policy limits sufficient to protect and indemnify Customer and its Affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Vendor's acts or omissions or the acts or omissions of Vendor's agents, contractors, servants, or employees. Customer shall be listed as an additional insured under such policy, and Vendor shall forward a certificate of insurance verifying such insurance upon Customer's written request, which certificate will indicate that such insurance policies may not be cancelled before the expiration of a thirty (30) calendar day notification period, and that Customer will be immediately notified in writing of any such notice of termination.

7.2.3.Customer Insurance.

During the Term, Customer shall maintain in force adequate commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to Vendor, with policy limits sufficient to protect and indemnify Vendor and its Affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Customer's acts or omissions or the acts or omissions of Customer's agents, contractors, servants, or employees. Vendor shall be listed as an additional insured under such policy, and Customer shall forward a certificate of insurance verifying such insurance upon Vendor's written request, which certificate will indicate that such insurance policies may not be cancelled before the expiration of a thirty (30) calendar day notification period, and that Vendor will be immediately notified in writing of any such notice of termination.

7.3.

Customer shall, at its own expense, defend, or at its option settle, any action (whether legal, equitable, administrative, or special proceeding), whether or not liability is established, instituted against Vendor, and pay any award or damages assessed against Vendor or agreed by Customer to be paid in settlement, resulting from such action, insofar as the same is based upon any business activities, representations, or other actions arising from Customer business, Services performed, or Deliverables conveyed under this Agreement or any SOW attached hereto, either directly or indirectly. An allegation or determination that persons other than Customer are responsible for the claim does not relieve Customer from its separate and distinct obligation to defend. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide Vendor with a mutually acceptable and fully paid independent defense counsel if Customer asserts that liability is caused in whole or in part by the negligence or willful misconduct of Vendor. This duty shall apply to any legal proceeding to which Vendor is a party, as well as any proceeding against Vendor, arising from this Agreement or any SOW attached hereto, provided Vendor gives Customer: (i) prompt written notice of such action; (ii) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (iii) reasonable assistance and information.

8.GOVERNING LAW & DISPUTE RESOLUTION

8.1.Governing Law; Forum Selection.

This Agreement, and all related documents and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Commonwealth of Puerto Rico, including without limitation applicable federal law, without reference to: (a) any conflict-of-laws principle that would apply the substantive laws of another jurisdiction to the Parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. Subject to Section 8.4 (Arbitration), the Parties consent to the personal and exclusive jurisdiction of the federal and state courts located in the Commonwealth of Puerto Rico, and irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum. Each Party consents to service of process in any such dispute, suit, action, or proceeding in any such court by the mailing of copies of such process to the Party by certified or registered mail at the Party's address set forth herein for the purpose of giving notice. Nothing herein shall affect the right to serve process in any other manner permitted by law.

8.2.Fees and Expenses.

Each Party shall pay its own expenses in connection with the resolution of disputes, including attorneys' fees, except as otherwise expressly provided in this Agreement.

8.3.Waiver of Jury Trial.

IN THE EVENT OF ANY JUDICIAL PROCEEDING, THE PARTIES KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. IN THE EVENT OF ANY LAWSUIT BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PARTIES AGREE TO PREPARE AND TO TIMELY FILE IN THE APPLICABLE COURT A MUTUAL CONSENT TO WAIVE ANY STATUTORY OR OTHER REQUIREMENTS FOR A TRIAL BY JURY.

8.4.Arbitration.

Except as otherwise provided in this Agreement (including Section 8.6 [Equitable Remedies] and the carve-out below), any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services or Deliverables CyberCheck provides to Customer, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by Judicial Arbitration and Mediation Services (JAMS) and held in New York, New York, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-comprehensive-arbitration/), and any requirements imposed by Puerto Rico law. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

Statutory Carve-Out — EFAA. Notwithstanding the foregoing, and consistent with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. §§ 401–402 (Pub. L. No. 117–90, 136 Stat. 26 (Mar. 3, 2022)), at the election of the Party alleging conduct constituting a “sexual harassment dispute” or “sexual assault dispute” (as those terms are defined in the Act), or the named representative of a class or collective action alleging such conduct, no predispute arbitration agreement or predispute joint-action waiver set forth in this Agreement shall be valid or enforceable with respect to a case filed under federal, tribal, or state law that relates to such dispute.

8.5.Class Action Waiver.

Except for representative claims which cannot be waived under applicable law, and which are therefore excluded from this Agreement, the Parties waive the right to assert, participate in, or receive money or any other relief from any class or collective claims against each other in court, arbitration, or any other proceeding. Each Party shall only submit its own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with, or join any other party to, an arbitration between the Parties. This Section shall not apply to claims excluded from arbitration pursuant to the EFAA carve-out in Section 8.4.

8.6.Equitable Remedies.

In the event Customer breaches or threatens to breach the Sections on Confidential Information (Section 5) or Non-Solicitation (Section 3.1) of this Agreement, Customer acknowledges and agrees that money damages would not afford an adequate remedy, and that Vendor shall be entitled to seek a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, and not in lieu of, legal remedies, monetary damages, or other available forms of relief.

9.INDEMNIFICATION

9.1.Indemnification by Vendor.

CyberCheck agrees to indemnify, defend, and hold Customer harmless from and against any and all loss, claims, expenses (including reasonable attorneys' fees and expenses), damages, settlements, or other liabilities resulting from or arising out of any actual, alleged, or threatened third-party claims relating to any action in tort or contract to which CyberCheck is a signatory, as a result of any negligent or reckless act or omission, or any willful misconduct or wrongdoing, by CyberCheck, its employees, subcontractors, or agents.

9.2.Indemnification by Customer.

Customer shall indemnify, defend, and hold CyberCheck harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys' fees, accounting fees, and investigation costs, to the extent permitted by law) alleged or incurred, arising out of or relating to any operations, acts, or omissions of Customer or any of its employees and agents. Customer shall maintain a business insurance policy adequate to indemnify CyberCheck against any potential or foreseeable claims arising out of this Agreement, the SOW #1, or any subsequent SOW, unless specified otherwise herein. Customer shall also indemnify CyberCheck for any potential or foreseeable claims against Customer falling outside of the SOW #1 and any subsequent SOW, but for which CyberCheck may be named a defendant or respondent.

9.3.Maximum Liability.

Subject to Section 7.1, CyberCheck's maximum liability to Customer or its owners, investors, employees, contractors, agents, or other representatives for any reason relating to the Services under this Agreement, the SOW #1, or any subsequent SOW attached hereto, shall be limited to the fees paid to CyberCheck for the Services giving rise to such liability.

10.REPRESENTATIONS AND WARRANTIES

10.1.CyberCheck Representations and Warranties.

CyberCheck represents and warrants that:

10.1.1.CyberCheck has the right to enter into this Agreement, to grant the rights granted in this Agreement, and to perform fully all of Vendor's obligations in this Agreement;

10.1.2.its entering into this Agreement and its performance of its obligations hereunder does not and will not conflict with, or result in any breach or default under, any other agreement to which it is subject;

10.1.3.Vendor has the required skill, experience, and qualifications to perform the Services; Vendor shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services; and Vendor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;

10.1.4.Vendor shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;

10.1.5.Customer will receive good and valid title to all Deliverables as described in each SOW, free and clear of all encumbrances and liens of any kind;

10.1.6.the Deliverables shall comply with the requirements set forth in the applicable SOW;

10.1.7.the Deliverables are original works of CyberCheck, or CyberCheck has the right to assign the ownership of the Deliverables to Customer as set forth in this Agreement, including, if applicable, the right to assign the ownership of any Deliverable created by CyberCheck's employees, subcontractors, or agents; and

10.1.8.neither the Deliverables nor any elements thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person.

10.2.Customer Representations and Warranties.

Customer represents and warrants that:

10.2.1.it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

10.2.2.the execution of this Agreement by its representative, whose signature is set forth at the end of this Agreement, has been duly authorized by all necessary corporate action.

10.2.3.Customer shall comply with all applicable federal, state, and local laws and regulations.

11.MISCELLANEOUS

11.1.Notice.

All notices, requests, consents, claims, demands, waivers, and other communications (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission and receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). If Notices are sent via email with confirmation, those messages will be deemed to have been received within ninety-six (96) hours of the confirmation (affording recipients the time to have at least one business day to receive the email during work hours). Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving Party has received the Notice; and (b) the Party giving the Notice has complied with the requirements of this Section.

11.2.Assignment and Successors.

No Party may assign any rights or delegate or subcontract any obligations under this Agreement without the prior written consent of the other Party. Any assignment in violation of the foregoing shall be deemed null and void. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties and their respective successors and assigns.

11.3.Severability.

If any term or condition contained herein is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision, or part thereof, shall be stricken; such stricken provision shall not affect the legality, enforceability, or validity of the remaining terms and conditions. The stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

11.4.No Waiver.

Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

11.5.Survival.

The following Articles and Sections of this Agreement, as well as any provision within an SOW that reasonably may be interpreted as surviving cancellation, termination, or expiration of this Agreement, will survive the termination or expiration of this Agreement: Section 3.1 (Non-Solicitation); Section 5 (Confidential Information); Section 6 (Intellectual Property); Section 7 (Limitation of Liability & Insurance); Section 8 (Governing Law & Dispute Resolution); Section 9 (Indemnification); Section 10 (Representations and Warranties); Section 3.2 (Non-Disparagement); and this Section 11 (Miscellaneous).

11.6.Conflicts and Order of Precedence.

This Agreement consists of the component documents identified in Section 11.8. In the event of any conflict among those component documents, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this Agreement (main body, including its Articles and Sections); (2) the SOW #1 (Schedule A); (3) any SOW made part of this Agreement, with more recently executed SOWs taking precedence over earlier SOWs; and (4) the Terms of Use and User Terms of Service published on the CyberCheck website (and any other policies, including the Privacy Policy, of each Party). No SOW or other attachment incorporated into this Agreement after execution of this main body will be construed to amend this main body or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended.

11.7.Foreign Business Disclosure.

If Customer is: (i) an individual who is not a resident of Puerto Rico; or (ii) an entity that is operated, managed, or majority-owned by individuals or entities that are not residents of Puerto Rico, then Customer shall be required to complete the corresponding Foreign Business Disclosure Form furnished by Vendor.

11.8.Entire Agreement; Incorporation of Website Terms.

This Agreement consists of: (i) this main body; (ii) the SOW #1 (Schedule A); (iii) the Form of SOW (Schedule B) and any SOWs executed hereunder; and (iv) the CyberCheck Terms of Use and User Terms of Service as published at https://www.cybercheck.one/legal and identified by version number and effective date (Version: ______________, Effective: ______________), each of which is incorporated herein by reference as if fully set forth. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications. By executing this Agreement, Customer acknowledges that Customer has had a reasonable opportunity to review the foregoing website documents prior to signing and agrees to be bound by them. In the event of any conflict between the terms of this Agreement (including the SOW #1 and any SOW) and the website Terms of Use or User Terms of Service, the provisions of this Agreement and its Schedules shall control in accordance with Section 11.6. For the avoidance of doubt, the substantive provisions of Articles II, III, V, VI, VII, VIII, IX, X, and this Article XI may not be altered or superseded by the website Terms of Use or User Terms of Service.

11.9.Execution in Counterparts.

This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts together will constitute a single instrument. Executed counterparts delivered by electronic means (including email, PDF, or electronic signature platform such as DocuSign) shall have the same force and effect as originals.

11.10.Amendment.

This Agreement may not be amended except through a written agreement by authorized representatives of each Party. Notwithstanding the foregoing, Customer shall agree to the Privacy Policy, Terms of Use, and User Terms of Service as listed on the Vendor website located at https://www.cybercheck.one. Vendor reserves the right to update or modify the Privacy Policy, Terms of Use, and User Terms of Service at any time by circulating or posting a new version on the website, and such new version will become effective on the date it is circulated or posted; provided, however, that if such amendment materially reduces Customer's rights or protections, notice and Customer's express written or electronic consent shall be required in accordance with the requirements set forth above in this Section. The applicable version of the website Terms of Use and User Terms of Service at the time of any dispute shall be the version identified by number and effective date in Section 11.8, unless the Parties have subsequently agreed in writing to a later version.