Effective: Jun 1, 2025

THIS SERVICES AGREEMENT (“AGREEMENT” OR “TERMS OF SERVICE”) GOVERNS YOUR USE OF THE SERVICES (AS DEFINED BELOW) PROVIDED BY KHARABELA VENTURES INCORPORATED DBA DBTWIN (“dbTwin”), WHICH INLCUDES, ANY FREE, PROTOTYPE OR PAID SERVICES OR SOFTWARE.

The terms “you,” “your,” and “user” refer to you and have the same meaning as used herein. You represent that you are legally able to enter into contracts. If you are entering into this Agreement on behalf of someone else (such as your employer or another entity (each, a “Third Party”)), you are agreeing to this Agreement for that Third Party and representing that you have the authority to bind such Third Party to this Agreement, in which case the terms “you,” “your,” or “user” will refer to such Third Party.

By clicking on the “Subscribe” button (or any similar button), by accessing or using the Services, or by otherwise indicating your acceptance of a Subscription (as defined below), you agree to be bound by this Agreement. dbTwin has the right to modify this Agreement from time to time, subject to the terms below.

1. Summary of Agreement. This Agreement governs the use of dbTwin’s solutions that are provided as part of a subscription or require a dbTwin account, along with any software made available by dbTwin (“dbTwin Software”) and dbTwin’s application programming interfaces (“APIs”) (collectively, the “Services”). Your use of any particular Service is subject to the establishment of a valid Subscription accepted by dbTwin. “Subscription” means (a) a mutually agreed upon subscription document for a Service at a particular Service Level (as described below), or (b) the electronic subscription confirmation for the Services and Service Level you selected through your dbTwin account dashboard. Subscriptions created by you through your dbTwin account dashboard are deemed accepted when dbTwin provides you with access to the Service you selected. All Subscriptions are non-cancelable and non-refundable except as expressly stated in this Agreement.

2. Certain Definitions.

“Contract Services” means any Services for which dbTwin requires a fee.

“Disclosing Party” means a party that provides Confidential Information to the other party.

“Documentation” means product and user documentation, materials, specifications, use policies, API and limitations, compatible device and hardware list and other similar materials in any form if and as provided by dbTwin to you relating to the use of the Services, which may be updated from time to time.

“dBTwin Data” means all data, models, observations, reports, analyses, statistics, databases and other information created, compiled, analyzed, generated or derived by dbTwin in the course of providing the Services.

“dbTwin Technology” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, including dbTwin Software and APIs, all improvements, modifications or enhancements to, or derivative works of, the foregoing.

“EU and UK Data Protection Laws” means all laws and regulations of the European Union, the European Economic Area, their member states, Switzerland, and the United Kingdom, applicable to the processing of Personal Data including (where applicable), the Swiss Federal Act on Data Protection, the UK Data Protection Act and the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data).

“Permitted User” means any person that you allow to access and use the Services, and may include your employees, contractors, service providers that use the Services in connection with your business.

“Person” means any individual, business entity (including without limitation, any corporation, partnership, or limited liability company), trust, association, governmental authority or other entity.

“Privacy Policy” means the dbTwin Privacy Policy found here.

“Receiving Party” means a party that receives Confidential Information from the other party.

“Service Level” means the Services plan you have ordered pursuant to a Subscription, including the terms, pricing, limits, volume or other measurement or conditions of permitted use by you and Permitted Users for the Service, and any applicable dbTwin Software or APIs.

“User Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by you or on your behalf through the Services or to dbTwin in connection with your use of the Services, but excluding, dbTwin Data and any other information, data, content or other materials owned or controlled by dbTwin and made available through or in connection with the Services.

3. Services.

A. Access to Services. Provided that you remain in compliance with this Agreement, dbTwin grants you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services specified in your Subscription in accordance with its Documentation during the applicable Term (as defined below), solely for your internal purposes and subject to the conditions corresponding to your Service Level.

B. License to dbTwin Software. In connection with your use of the Services and subject to the terms of your Subscription, dbTwin may provide certain dbTwin Software. Subject to your compliance with this Agreement, dbTwin grants you a limited, non-exclusive, non-transferable and non-sublicensable license to install and execute such dbTwin Software specified in your Subscription in accordance with its Documentation in a computing environment owned or controlled by you during the specified Term, solely for your internal purposes and solely in connection with your use of the applicable Service and subject to the conditions corresponding to your Service Level.

C. Restrictions. You will not at any time and will not permit any Person to, directly or indirectly: (a) use the dbTwin Technology in any manner other than expressly granted in this Agreement or Subscription; (b) in any way, reproduce, modify or create derivative works of the dbTwin Technology or Documentation; (c) in any way, reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to the dbTwin Technology; (d) frame, mirror, sell, resell, distribute, sublicense or otherwise transfer or make available the Services or any associated dbTwin Technology or Documentation to any other Person; (e) use the Services or any associated dbTwin Technology as part of a product or service, or to perform a service, that is offered to third parties; (f) use the dbTwin Technology or Documentation in any way that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law; ir (g) interfere with, or disrupt the integrity or performance of, the dbTwin Technology, or any data or content contained therein or transmitted thereby.

D. Open Source Software. The Services or associated dbTwin Software may be made available, or packaged, with software or other material that is distributed as “free software,” or “open source software” (“Open Source Software”). All such Open Source Software is licensed to you exclusively under the terms of their applicable licenses, and the restrictions set forth in this Agreement do not apply to such Open Source Software.

E. Permitted Users. You will not allow any Person other than Permitted Users to access or use the Services. You may permit Permitted Users to access and use the Services as authorized pursuant to this Agreement and applicable Subscriptions, provided that you ensure each Permitted User complies with all applicable terms and conditions of this Agreement. You are responsible for the acts or omissions of Permitted Users in connection with their access to and use of the Services. You will, and will require all Permitted Users to, use all reasonable means to secure user names, passwords and other access credentials created by or assigned to you (“Credentials”), hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify dbTwin if you know or reasonably suspect that any Credentials have been compromised.

F. Reservation of Rights. dbTwin reserves all rights, title and interest in and to the dbTwin Technology and Documentation, including all intellectual property rights therein. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

G. Trial Services. From time to time, dbTwin may offer trial (free) versions of the Services (“Trial Services”). With respect to each such Trial Service, dbTwin will make each such Trial Service available to you free of charge as set forth in each applicable Subscription until the earlier of (a) the end of the Term for the Trial Service (if applicable); (b) the start date of your Term for the Contract Services version of such Trial Service; or (c) termination of the Trial Service by dbTwin in its sole discretion. Notwithstanding anything to the contrary contained herein, under no circumstances will dbTwin will have liability for any harm or damage arising out of or in connection with any Trial Services.

H. Prototype Services. From time to time, dbTwin may offer prototype versions of the Services that are under development (“Prototype Services”) to you under applicable Subscriptions. Prototype Services are intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up. dbTwin is not obligated to provide you with support for the Prototype Services or correct any bugs, defects, or errors in the Prototype Services. Unless otherwise stated, any Term for Prototype Services will terminate upon the earlier of 30 days from the testing start date or the date that a version of the Prototype Services becomes generally available without the applicable Prototype Services designation. dbTwin may discontinue, suspend, or remove Prototype Services (including any User Data stored as part of the Prototype Services) or your access thereto at any time in its sole discretion and may never make them generally available. In the event that a version of a Prototype Service becomes generally available without the applicable Prototype Service designation, you may be permitted to continue using the generally available Trial Services or Contract Services, subject to additional Subscriptions and terms as provided in the Agreement. You understand that any information you obtain regarding Prototype Services is dbTwin’s Confidential Information, and you agree not to disclose such information except as provided herein, and to only use such information in connection with your use of the Prototype Services. Notwithstanding anything to the contrary contained herein, under no circumstances will dbTwin will have liability for any harm or damage arising out of or in connection with any Prototype Services.

I. Feedback. To the extent that you or your Permitted Users may provide dbTwin with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”), you hereby grant dbTwin a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free and fully-paid up license to use and exploit all such Feedback without limitation.

J. Export Regulation. You represent and warrant that you are not named on, owned by, or acting on behalf of any U.S. government denied-party list and agree to comply fully with all relevant export control and sanctions laws and regulations of the United States and any other applicable jurisdictions (“Export Laws”) You will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.

K. Support. During the Term, provided that you remain in compliance with this Agreement (including, without limitation, all payment obligations), dbTwin will use commercially reasonable efforts to provide you with basic user support for the applicable Services through its standard support channels during its normal business hours as described on the dbTwin website (https://dbtwin.com). dbTwin only offers support via email, in-service communications and electronic messages and does not offer telephone support.

4. Changes.

A. Agreement. dbTwin reserves the right to make modifications to this Agreement at any time in its sole discretion by posting a revised version on the dbTwin website or by otherwise notifying you in accordance with this Agreement. The modified terms will become effective upon the date specified in the posting or, if dbTwin notifies you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms.

B. Services. dbTwin may change or discontinue any of the Services or their functionality, including any associated dbTwin Technology and Documentation, at any time in its sole discretion. dbTwin will use commercially reasonable efforts to provide at least 30 days’ notice prior to materially degrading or discontinuing material functionality of, or entirely discontinuing, a Contract Service you are using.

5. Term; Billing.

A. Term. Services are provided to you on a term basis for the duration specified in an applicable Subscription (each, a “Term”). For clarity, if there is more than one Subscription, there could be more than one Term. Unless otherwise specified, your Term for Services will automatically renew for periods equal to the applicable initial Term, and you will be charged at dbTwin’s then-current rates unless you cancel the applicable Term through the dbTwin account dashboard prior to your next scheduled billing date or as othersize permitted in your Subscription.

B. Billing. In order to access paid-for Services (“Contract Services”), you will be required to provide dbTwin with your credit card information or other approved method of payment (“Payment Method”). By providing a Payment Method, you are authorizing dbTwin to charge your Payment Method for the fees associated with the Contract Services that you sign up for or consume in accordance with each applicable Subscription (monthly, annually, or pay as you go). dbTwin will commence billing your Payment Method for the Contract Services on the day that you sign up for such Contract Services.

C. Payment. By providing dbTwin with a Payment Method, you represent that you are authorized to use such Payment Method. If dbTwin cannot charge your selected Payment Method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and dbTwin will attempt to charge the payment method again as you may update your Payment Method information. If you fail to make any payment when due, late charges will accrue at the rate of 2.0% per month or, if lower, the highest rate permitted by applicable law and dbTwin may suspend the Services until all payments are made in full. You will reimburse dbTwin for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

D. Price Changes. dbTwin reserves the right to change the fees it charges for the Contract Services, at any time in its sole discretion, provided that dbTwin gives you at least 30 days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to such fees will take effect in the billing period immediately following dbTwin’s notice to you.

E. No Refunds. FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH TERM.

F. Taxes. dbTwin’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes. Unless you provide evidence of an exemption, dbTwin will invoice and charge you for such Taxes if dbTwin believes it has a legal obligation to do so and you agree to pay such Taxes if so invoiced.

6. Suspensions. dbTwin may suspend your or any Permitted User’s right to access or use any portion or all of the Services immediately upon notice to you if dbTwin determines: (a) your or a Permitted User’s use of the Services (i) poses a security risk to the Service or any third party, (ii) could adversely impact dbTwin’s systems, the Services or the systems of any other dbTwin users, or (iii) could subject dbTwin, its affiliates, or any third party to liability; (b) you are in breach of any term contained herein or a Subscription; or (c) you have ceased to operate in the ordinary course. If dbTwin suspends your right to access or use any portion or all of the Services, you remain responsible for all fees you have incurred during or prior to the period of suspension.

7. Termination.

A. Convenience. You may cancel the Term for any Services at any time through the dbTwin account dashboard, which termination shall be effective at the end of the then-current Term, and further terminate this Agreement upon the termination of all Terms then in effect by closing your account through the dbTwin account dashboard. dbTwin may terminate the Term for any Service, and as applicable this Agreement (thereby terminating all Terms then in effect), for any reason by providing you at least 15 days’ advance notice, effective at the end of their applicable then-current Terms in which the notice is given.

B. Cause. You may terminate this Agreement, and all Terms for all Services then in effect, for cause if dbTwin is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by dbTwin. dbTwin may also terminate the applicable Terms for any or all Services then in effect, and as applicable this Agreement (thereby terminating all Terms then in effect) and your account, immediately upon notice to you: (a) if dbTwin has the right to suspend your access to and use of any Services under Section 6; (b) upon your material breach of this Agreement or a Subscription; (c) if dbTwin’s relationship with a third-party partner who provides software or other technology used to provide a Service expires, terminates or requires dbTwin to change the way dbTwin provide the software or other technology as part of the Services; or (d) in order to comply with applicable law or requests of governmental entities.

C. Effect of Termination. Upon termination of a Term, or as applicable this Agreement and your account: (a) the rights granted to you pursuant hereunder and any applicable Subscriptions will terminate and you will cease all use all Services (including without limitation, all dbTwin Technology and Documentation), (b) you will immediately destroy or delete, all applicable dbTwin Technology, Documentation and Confidential Information of dbTwin in your possession or control, including permanent removal (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments. No termination will affect your obligation to pay all fees that may have become due or otherwise accrued through the effective date of termination, or entitle you to any refund or credit. Sections 2, 3.F, 3.I, 5, 7.C, 8, 9, 11, 12, 13, 14 and 15, will survive termination of this Agreement.

8. Confidential Information.

A. Definition. As used herein, “Confidential Information” means any information that a Disclosing Party provides to a Receiving Party in connection with this Agreement or any Subscription, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure, including without limitation, the dbTwin Technology and Documentation.

B. Obligations. The Receiving Party shall maintain the Disclosing Party’s Confidential Information in confidence, and will not use or disclose the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

C. Exclusions. Notwithstanding anything contained herein to the contrary, the Receiving Party will have no obligation under this Section 8 with respect to information provided by the Disclosing Party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement or a Subscription by the Receiving Party, (b) is or becomes available to the Receiving Party from a source other than the Disclosing Party, provided that such source is not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party with respect to such information, (c) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, or (d) is independently developed by the Receiving Party without reference to the Confidential Information (with reasonable documentation substantiating the same).

D. Duration. Each Party’s obligations of non-disclosure with regard to Confidential Information will expire three (3) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

9. User Data and dbTwin Data.

A. User Data. As between you and dbTwin, except as set forth herein, you will retain all right, title and interest in and to your User Data. You hereby grant dbTwin a non-exclusive, worldwide, royalty-free right and license to access, use, store, reproduce, display, perform, modify and otherwise process the User Data solely for the purpose of hosting, operating, improving and otherwise providing the Services and appliable dbTwin Technology during the applicable Term.

B. Representations and Warranties. You represent and warrant that (a) you have and continue to have, during all applicable Terms, all necessary rights, authority and licenses for the access, use and other processing of the User Data as contemplated by this Agreement, including any Personal Data (defined below) and (b) dbTwin’s access, use and other processing of the User Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.

C. dbTwin Data. dbTwin retains all right, title, and interest in all dbTwin Data, and will have the right to use dbTwin Data for the purposes of providing, maintaining, developing, and improving the Services and applicable dbTwin Technology. dbTwin may monitor and inspect the traffic on the dbTwin network, including any related logs, as necessary to perform the Services.

10. Data Processing and Security.

A. Data Processing. If User Data includes the personal data of European data subjects as those terms are defined by EU and UK Data Protection Laws (collectively, “Personal Data”), then dbTwin is a data processor or sub-processor, as applicable, and dbTwin will handle such Personal Data in compliance with dbTwin’s Data Processing Addendum (“DPA”), as may be updated from time to time, which is hereby incorporated by reference into this Agreement (https://[XXXX]).

B. Security. You understand that your use of the Services necessarily involves transmission of User Data over networks that are not owned, operated or controlled by it, and dbTwin is not responsible for any of User Data that is lost, altered, intercepted or stored across such networks. dbTwin cannot guarantee that its security procedures will be error-free, that transmissions of User Data will always be secure or that unauthorized third parties will never be able to defeat dbTwin’s security measures or those of its third party service providers.

11. Indemnification. You agree to defend, indemnify and hold harmless us, our parent, subsidiaries, affiliates and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with: (a) the use of any User Data as contemplated in this Agreement, including, without limitation, from the use, provision, transmission, display, storage or other processing of User Data that (i) infringes, misappropriates or otherwise violates any third party’s intellectual property rights or privacy or other rights or (ii) violates any applicable law, rule or regulation; (b) the use of the Services, the dbTwin Data, or any associated dbTwin Technology, by you or your Permitted Users in a manner that is not in accordance with, or within the scope of, this Agreement, applicable Subscriptions or the Documentation; or (c) any breach or alleged breach by you or your Permitted Users of any of the terms of this Agreement, applicable Subscriptions, or the Documentation.

12. Warranty Disclaimers. THE SERVICES, INCLUDING ALL ASSOCIATED DBTWIN TECHNOLOGY AND DOCUMENTATION, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DBTWIN DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT DBTWIN WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. DBTWIN IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM YOUR CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. DBTWIN EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SERVICES AND SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DBTWIN NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DBTWIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DBTWIN’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID TO DBTWIN IN THE 2 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT. IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DBTWIN, INCLUDING FOR TRIAL SERVCES OR PROTOTYPE SERVICES, IN NO EVENT WILL DBTWIN’S TOTAL LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500).

14. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE PRECONDITIONS TO THE AGREEMENT BETWEEN DBTWIN AND YOU.

15. General.

A. Entire Agreement. This Agreement incorporates dbTwin’s Privacy Policy by reference and constitutes the entire and exclusive understanding and agreement between you and dbTwin regarding your use of and access to the Services. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without dbTwin’s prior written consent, which may be withheld or delayed in dbTwin’s sole discretion. dbTwin may assign this Agreement at any time without notice. The failure to require performance of any provision will not affect dbTwin’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

B. Governing Law. This Agreement will be governed by the laws of the State of Tennessee without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and dbTwin agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Davidson County, for the purpose of litigating all such disputes.

C. Publicity. You agree to allow dbTwin to identify you as a user, to use your website’s name in connection with proposals to prospective users, to hyperlink to your website’s home page, to display your logo on the dbTwin website, and to otherwise refer to you in print or electronic form for marketing or reference purposes.

D. Contact Information and Notices. The Services are offered by dbTwin, Inc., whose address for notice is [XXX]. You may contact dbTwin by sending correspondence to the foregoing address or by emailing dbTwin at support@dbtwin.com; provided, however, to give dbTwin legal notice under this Agreement, you must deliver such notices to dbTwin by personal delivery, overnight courier or registered or certified mail to the mailing address listed above. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

dbTwin may provide any notice to you under this Agreement by: (a) posting a notice on the dbTwin website; or (b) sending a message to the email address then associated with your account. Notices dbTwin provides by posting on the dbTwin website will be effective upon posting and notices dbTwin provides by email will be effective when dbTwin sends the email. It is your responsibility to check the dbTwin website and your email regularly for notices and to keep your email address current You will be deemed to have received any email sent to the email address then associated with your account when dbTwin sends the email, whether or not you actually receive the email.

You agree that any notices, agreements, disclosures, or other communications that dbTwin sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.