AGGLO TERMS OF SERVICE

United States and Puerto Rico

Effective Date: October 8, 2026
Version: 1.0
Published at: agglo.cloud/us/terms

These Terms of Service (these "Terms") constitute a binding agreement between Naydiris LLC, a Puerto Rico limited liability company with its principal place of business at 1654 Calle Tulipán, Ste 100, San Juan, PR 00927-6242, USA ("Naydiris"), and the business entity or individual acting in a commercial capacity that accepts these Terms ("Customer"). Naydiris and Customer are each a "Party" and together the "Parties."

ARTICLE 1. ACCEPTANCE AND STRUCTURE OF THE AGREEMENT

1.1 Acceptance. Customer accepts these Terms by (a) executing an Order Form that references these Terms, (b) clicking a button or checking a box indicating acceptance, or (c) accessing or using the Services. The individual accepting these Terms on behalf of Customer represents and warrants that he or she has full legal authority to bind Customer.

1.2 Commercial Use Only. The Services are offered solely for business purposes. Customer represents that it is entering into this Agreement in the course of its trade, business or profession and not as a consumer.

1.3 Regional Version. These Terms govern Customers whose account is designated for the United States region, including the Commonwealth of Puerto Rico. Customers whose account is designated for the Mexico region are governed by the Terms and Conditions published at agglo.cloud/mx/terms.

1.4 Agreement; Order of Precedence. The "Agreement" consists of these Terms, each Order Form, the Data Processing Agreement published at agglo.cloud/us/dpa and incorporated herein as Exhibit A (the "DPA"), and any Supplemental Terms accepted under Section 10.3. In the event of conflict, the following order of precedence applies: (a) the DPA, with respect to the Processing of Customer Data; (b) the Order Form, with respect to the commercial terms it expressly states; (c) any Supplemental Terms, with respect to the integration they govern; and (d) these Terms.

ARTICLE 2. DEFINITIONS

Capitalized terms have the following meanings:

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

2.2 "Authorized User" means an employee, owner or other individual whom Customer authorizes to access the Services under Customer's account.

2.3 "Business Day" means any day other than a Saturday, Sunday or legal holiday in the Commonwealth of Puerto Rico.

2.4 "Commercial Documents" means quotations, invoices, orders, receipts, statements and similar documents generated through the Services.

2.5 "Customer Content" means all text, images, video, logos, product listings, website content, files and other materials that Customer or its Authorized Users submit to the Services, excluding Customer Data.

2.6 "Customer Data" means all data, including Personal Information, that Customer, its Authorized Users or its End Customers submit to, store on, or generate through the Services.

2.7 "Documentation" means the user guides and help materials for the Services made available by Naydiris.

2.8 "End Customer" means any individual or entity that interacts with Customer through the Services, including Customer's clients, prospective clients, purchasers, client-portal account holders and visitors to Customer's website or online store hosted on the Services.

2.9 "Modules" means the functional components of the Services specified in an Order Form, which may include customer relationship management, sales, projects, inventory, finance, people, storefront, website, feedback and client portal functionality.

2.10 "Order Form" means a written quotation or order, issued by Naydiris and accepted by Customer, that specifies the Modules, Fees, billing schedule, Subscription Term and any minimum commitment.

2.11 "Personal Information" has the meaning given in the Agglo Privacy Policy published at agglo.cloud/us/privacy (the "Privacy Policy").

2.12 "Services" means the Agglo software-as-a-service platform, the Modules identified in Customer's Order Form, any Bespoke Website Services, the Documentation, and related support.

2.13 "Subscription Term" means the period specified in the Order Form, together with any renewal.

2.14 "Third-Party Services" means any product, service or platform not provided by Naydiris, including payment processors, messaging services, mapping services and video-hosting services, that Customer elects to use in connection with the Services.

ARTICLE 3. THE SERVICES

3.1 Provision of the Services. Subject to the Agreement and Customer's timely payment of Fees, Naydiris shall make the Services available to Customer and its Authorized Users during the Subscription Term for Customer's internal business purposes.

3.2 Modules. Customer's access is limited to the Modules specified in its Order Form. Modules that Customer has not purchased may remain visible within the Services but are not accessible.

3.3 Nature of the Services. The Services are a software tool. Naydiris is not a payment processor, money transmitter, financial institution, tax preparer, accounting firm, payroll provider or legal adviser, and is not a party to any transaction between Customer and any End Customer. Any finance, ledger or reporting functionality is provided for Customer's internal recordkeeping only and does not constitute accounting, tax filing or payroll services.

3.4 Modifications. Naydiris may modify the Services from time to time, provided that Naydiris shall not, during the Subscription Term, materially reduce the overall functionality of the Modules purchased by Customer without Customer's consent, and shall provide Customer at least thirty (30) days' prior written notice of the discontinuation of any material feature.

ARTICLE 4. ACCOUNTS AND SECURITY

4.1 Account Information. Customer shall provide accurate and complete registration information and shall keep it current, including a valid notification email address.

4.2 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were its own, for assigning administrative and staff roles, and for promptly revoking access of any individual who ceases to be authorized.

4.3 Credentials. Customer shall cause each Authorized User to maintain the confidentiality of his or her credentials and shall notify Naydiris at admin@agglo.cloud without undue delay upon becoming aware of any unauthorized access to or use of Customer's account. Naydiris makes multi-factor authentication available and recommends that Customer require its use.

4.4 Access by Naydiris Personnel. Naydiris personnel shall access Customer's workspace only when strictly necessary to provide support, investigate or correct a malfunction, or as required by law, and, except where required by law or to prevent imminent harm to the Services, only with Customer's prior permission for each such access. Each such access shall be recorded.

ARTICLE 5. CUSTOMER RESPONSIBILITIES

5.1 Compliance with Law. Customer shall use the Services in compliance with all laws and regulations applicable to Customer, its business and its End Customers, including laws governing privacy and data protection, electronic communications, consumer protection, advertising, taxation, product safety and the sale of goods and services.

5.2 Customer as Controller. As between the Parties, Customer is the party that determines the purposes and means of Processing of Personal Information of its End Customers. Customer shall (a) provide all notices and obtain all consents required by applicable law for the collection and Processing of such Personal Information through the Services; (b) be solely responsible for the content and accuracy of its own privacy notice, including any privacy notice generated by the Services from template text, which Customer shall review and adapt to its circumstances; (c) respond to requests of End Customers regarding their Personal Information; and (d) where its End Customers include minors, obtain any parental or guardian consent required by applicable law.

5.3 Contact Lists. Customer represents that it has a lawful basis to send communications to each person whose contact information it imports or enters into the Services. Customer acknowledges that the Services will not send optional communications to a lead for whom no consent has been recorded.

5.4 Customer's Transactions. Customer is solely responsible for its goods and services, pricing, product listings, delivery, returns, refunds, warranties, disputes and chargebacks, customer service, and its compliance with all laws applicable to its sales.

5.5 Published Reviews. Customer may publish End Customer reviews through the Services only where the End Customer's consent to publication has been recorded, and is solely responsible for the reviews it elects to publish.

ARTICLE 6. ACCEPTABLE USE

6.1 Prohibited Conduct. Customer shall not, and shall not permit any Authorized User or third party to:

(a) use the Services to send marketing, promotional or bulk email, newsletters or other unsolicited commercial communications, or to send any communication to a purchased, rented or harvested list of addresses;
(b) send any communication without the recipient's consent where consent is required by applicable law, or fail to honor any request to opt out of optional communications;
(c) upload, store, transmit or publish any content that is unlawful, infringing, defamatory, obscene, harassing, discriminatory, fraudulent or deceptive, or that violates the privacy or publicity rights of any person;
(d) use the Services to offer or sell any good or service whose sale is prohibited by applicable law or by the terms of the applicable payment processor;
(e) upload or Process protected health information within the meaning of the Health Insurance Portability and Accountability Act of 1996, as amended, payment card numbers outside the payment form provided by Customer's payment processor, Social Security numbers, or other categories of sensitive information whose Processing requires safeguards that the Services are not represented to provide, unless Naydiris has expressly agreed in writing;
(f) introduce malicious code, attempt to gain unauthorized access to the Services or to the data of any other customer, probe, scan or test the vulnerability of the Services, or circumvent any security, authentication or rate-limiting measure;
(g) interfere with or disrupt the integrity or performance of the Services;
(h) reverse engineer, decompile or disassemble the Services, except to the extent such restriction is prohibited by applicable law;
(i) access the Services to build a competing product or service or to copy any features, functions or graphics of the Services;
(j) resell, sublicense, lease or otherwise make the Services available to any third party other than its Authorized Users and End Customers as contemplated by the Documentation; or
(k) use the Services in violation of the terms of any Third-Party Service.

6.2 Enforcement. Naydiris may remove or disable access to any Customer Content that Naydiris reasonably determines violates this Article 6 and may suspend the Services in accordance with Section 17.4.

ARTICLE 7. CUSTOMER DATA

7.1 Ownership. As between the Parties, Customer retains all right, title and interest in and to Customer Data and Customer Content.

7.2 License to Naydiris. Customer grants Naydiris a non-exclusive, worldwide, royalty-free license, during the Subscription Term and the Export Period, to host, store, copy, transmit, display and otherwise Process Customer Data and Customer Content solely to provide, maintain, secure and support the Services for Customer, to comply with law, and as otherwise instructed by Customer.

7.3 Data Processing Agreement. Naydiris shall Process Personal Information contained in Customer Data in accordance with the DPA.

7.4 Location. Customer Data is stored in the United States, in the US East (Northern Virginia) region of Amazon Web Services.

7.5 Export. Customer may export Customer Data at any time during the Subscription Term by means of the export functions of the Services, which as of the Effective Date include comma-separated value exports of clients, leads, invoices, payments, expenses and products, a JSON export of Customer's website, and an export of the ledger for Customer's accountant. Upon termination or expiration of the Agreement for any reason, Customer may export Customer Data, at no charge, during the thirty (30) days following the effective date of termination or expiration (the "Export Period"). Upon Customer's written request during the Export Period, Naydiris shall provide reasonable assistance with such export.

7.6 Deletion. Within ninety (90) days following the expiration of the Export Period, Naydiris shall permanently delete Customer Data from its production systems, except to the extent that Naydiris is required by law to retain it. Residual copies in automated backups shall expire within seven (7) days thereafter. Upon Customer's written request, Naydiris shall confirm such deletion in writing.

7.7 Deletion by Customer. Customer acknowledges that deletion of a record within the Services is permanent, subject only to the backup cycle described in Section 7.6, except that a note deleted on its own is hidden but retained with its record until that record is deleted, and that invoices can be voided but not deleted. Customer is solely responsible for retaining any record that Customer is required by law to keep.

7.8 Aggregated Operational Data. Naydiris may collect and use technical and operational data regarding the performance and use of the Services, in a form that does not identify Customer, any End Customer or any individual, solely to operate, secure and maintain the Services.

ARTICLE 8. PAYMENT PROCESSING

8.1 Customer's Payment Processor. Payment functionality within the Services operates through Customer's own account with Stripe, Inc. or its applicable affiliate ("Stripe"). Customer shall establish and maintain such account under its own agreement with Stripe, and Customer is the merchant of record for all transactions with its End Customers.

8.2 No Handling of Funds. Naydiris does not receive, hold, control or transmit funds paid by End Customers. Payment card information is entered directly into Stripe's payment form and is not received or stored by Naydiris. Naydiris stores only payment identifiers, amounts and status information.

8.3 Credentials. Customer authorizes Naydiris to store Customer's Stripe credentials in encrypted form and to use them solely to create payments, payment links and refunds at Customer's direction. Customer is solely responsible for all transactions, fees, refunds, disputes and chargebacks associated with its Stripe account, including any refund initiated by an Authorized User through the Services.

8.4 Disclaimer. Naydiris is not responsible for the availability, performance or acts of Stripe or of any other payment processor, or for any hold, reserve, suspension or termination of Customer's account by any payment processor.

ARTICLE 9. COMMERCIAL DOCUMENTS

9.1 No Tax Invoices. Commercial Documents generated through the Services are commercial records prepared from data supplied by Customer. They do not constitute fiscal or tax invoices under the laws of any jurisdiction and are not certified, stamped or filed with any taxing authority.

9.2 Customer Responsibility. Customer is solely responsible for the content and accuracy of its Commercial Documents, for determining, collecting, reporting and remitting all taxes applicable to its sales, and for issuing any tax document required by applicable law through means other than the Services.

ARTICLE 10. THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Third-Party Services. Customer's use of any Third-Party Service is governed solely by the terms between Customer and the provider of such Third-Party Service. Naydiris does not warrant, support or assume any responsibility for any Third-Party Service, and the unavailability, modification or discontinuation of any Third-Party Service shall not constitute a breach of the Agreement by Naydiris.

10.2 Authorization. By connecting a Third-Party Service to the Services, Customer authorizes Naydiris to exchange Customer Data with such Third-Party Service as necessary to operate the connection, and Customer may disconnect any Third-Party Service at any time.

10.3 Messaging Integrations; Supplemental Terms. If and when Naydiris makes available an integration with a messaging service, including the WhatsApp Business Platform operated by Meta Platforms, Inc. and its affiliates ("Meta"), Customer's use of such integration shall be subject to (a) Customer's prior acceptance of the terms required by the provider of such messaging service, including, in the case of WhatsApp, the WhatsApp Business terms presented to Customer in the onboarding flow; (b) such supplemental terms as Naydiris may publish for that integration ("Supplemental Terms"); and (c) Customer's compliance with the messaging provider's policies, including its requirements regarding recipient opt-in, permitted content and message templates. Naydiris shall Process data received through any such integration solely on behalf of Customer, as a Service Provider, and as described in the Privacy Policy. Customer acknowledges that the provider of the messaging service may at any time restrict or terminate Customer's use of its service and that Naydiris shall comply with any such restriction.

10.4 Embedded Content. Where Customer embeds maps, videos or other third-party content on its website or online store, Customer is responsible for such content and for compliance with the terms of the relevant provider.

ARTICLE 11. FEES AND PAYMENT

11.1 Fees. Customer shall pay the fees specified in each Order Form (the "Fees"), in accordance with the billing schedule stated therein. Naydiris does not publish standard prices; the Fees, billing schedule and any minimum commitment applicable to Customer are exclusively those stated in Customer's Order Form.

11.2 Payment Terms. Unless otherwise stated in the Order Form, Fees are payable in United States dollars, by the payment method stated in the Order Form, within fifteen (15) days of the date of Naydiris's invoice.

11.3 Taxes. Fees are exclusive of all sales, use, value-added, excise, withholding and similar taxes and duties. Customer shall pay all such taxes, other than taxes on Naydiris's net income, and where Naydiris is required by law to collect any such tax, Naydiris shall add it to its invoice.

11.4 Late Payment. If any undisputed amount is not paid when due, Naydiris may, after giving Customer at least fifteen (15) days' written notice, suspend the Services until payment is received.

11.5 Disputed Amounts. Customer shall notify Naydiris in writing of any good-faith dispute of an invoice within thirty (30) days of its date, and the Parties shall cooperate in good faith to resolve the dispute.

11.6 Price Changes. Any change to the Fees shall take effect only upon renewal of the Subscription Term and only after Naydiris gives Customer at least thirty (30) days' prior written notice.

ARTICLE 12. SUPPORT

12.1 Support Channel. Customer may request support by email to admin@agglo.cloud or by telephone at +1-787-431-3687.

12.2 Response. Naydiris shall respond to each support request within one (1) Business Day of receipt. A response under this Section means a substantive acknowledgment by a person; it does not constitute a commitment to resolve the matter within that period.

ARTICLE 13. AVAILABILITY AND MAINTENANCE

13.1 Availability. Naydiris shall use commercially reasonable efforts to make the Services available continuously, excluding scheduled maintenance and events described in Section 24.3. Naydiris does not guarantee any specific level of uptime.

13.2 Scheduled Maintenance. Naydiris shall give Customer advance notice by email of any scheduled maintenance expected to render the Services unavailable, and shall use reasonable efforts to schedule such maintenance outside of normal business hours in Puerto Rico.

13.3 Pilot Period. If Customer's Order Form designates Customer as a pilot customer, Customer acknowledges that, prior to the date on which Naydiris begins providing the Services to its first paying customer, components of the Services may be intermittently unavailable.

ARTICLE 14. INTELLECTUAL PROPERTY

14.1 Naydiris Property. Naydiris and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Services, the Documentation, all templates, themes and design packs, and all improvements, enhancements and derivative works thereof. No rights are granted to Customer except as expressly set forth in the Agreement.

14.2 License to Customer Content. Customer grants Naydiris a non-exclusive, worldwide, royalty-free license to host, reproduce, display and transmit Customer Content solely to provide the Services, including the public display of Customer Content on Customer's website and online store.

14.3 Customer Warranty. Customer represents and warrants that it holds all rights necessary to grant the licenses set forth in Sections 7.2 and 14.2 and that Customer Content does not infringe the intellectual property or other rights of any third party.

14.4 Feedback. Customer grants Naydiris a perpetual, irrevocable, royalty-free license to use any suggestion or feedback provided by Customer regarding the Services, without obligation to Customer.

14.5 Trademarks. Neither Party may use the other Party's names or trademarks without prior written consent, except that Naydiris may display Customer's name and logo within Customer's own websites and Commercial Documents as directed by Customer.

ARTICLE 15. BESPOKE WEBSITE SERVICES

15.1 Scope. Where an Order Form provides for the design and construction by Naydiris of a bespoke website for Customer ("Bespoke Website Services"), the scope, deliverables and Fees shall be as stated in the Order Form.

15.2 Ownership and License. Customer owns the Customer Content incorporated into the bespoke website. Naydiris owns the design, layout, code and other materials created by Naydiris for the bespoke website (the "Site Design") and hereby grants Customer a non-exclusive, non-transferable license to use the Site Design, as hosted by Naydiris, during the Subscription Term.

15.3 Purchase upon Termination. Upon termination or expiration of the Agreement, Customer may acquire ownership of the Site Design upon payment of the purchase price stated in the Order Form or, if none is stated, as agreed in writing by the Parties.

15.4 Domain Names. If Naydiris registers a domain name for Customer's website, Naydiris shall hold the registration in its name for the first year following registration and shall thereafter transfer the registration to Customer at no charge to Customer, and Customer shall bear all renewal fees from the date of transfer.

ARTICLE 16. CONFIDENTIALITY

16.1 Definition. "Confidential Information" means all non-public information disclosed by a Party (the "Discloser") to the other Party (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, the terms of each Order Form and Naydiris's non-public technical information. Confidential Information does not include information that (a) is or becomes publicly available without breach of the Agreement; (b) was known to the Recipient without restriction before receipt; (c) is received from a third party without restriction; or (d) is independently developed by the Recipient.

16.2 Obligations. The Recipient shall use the Discloser's Confidential Information solely to perform under the Agreement, shall disclose it only to its personnel, contractors and advisers who need to know it and are bound by obligations of confidentiality no less protective than those herein, and shall protect it using at least reasonable care.

16.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, provided that, where legally permitted, it gives the Discloser prompt prior notice and reasonable assistance in seeking a protective order.

ARTICLE 17. TERM, TERMINATION AND SUSPENSION

17.1 Term. The Agreement commences on the earlier of Customer's acceptance of these Terms or of an Order Form and continues until all Subscription Terms have expired or been terminated.

17.2 Renewal. Unless otherwise stated in the Order Form, each Subscription Term shall renew automatically for successive periods equal to the initial period, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

17.3 Termination for Cause. Either Party may terminate the Agreement upon written notice if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it, or if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership or assignment for the benefit of creditors.

17.4 Suspension. Naydiris may suspend Customer's access to all or part of the Services, upon such notice as is reasonable in the circumstances, if (a) Customer's use of the Services poses a security risk to the Services or to any third party; (b) Customer's use violates Article 6 or applicable law; (c) the provider of a Third-Party Service requires the suspension of Customer's use of an integration with that Third-Party Service; or (d) payment is overdue as provided in Section 11.4. Naydiris shall limit any suspension to the extent and duration reasonably necessary and shall restore access promptly once the cause has been remedied.

17.5 Effect of Termination. Upon termination or expiration, Customer's right to use the Services shall cease, subject to the Export Period; Customer shall pay all Fees accrued through the effective date of termination; and, if Customer terminates for Naydiris's uncured material breach, Naydiris shall refund any prepaid Fees attributable to the period following termination.

17.6 Survival. Articles 7 (as to export and deletion), 9, 14, 16, 18, 19, 20, 21, 23 and 24 and any accrued payment obligations survive termination or expiration of the Agreement.

ARTICLE 18. WARRANTIES AND DISCLAIMERS

18.1 Mutual Warranties. Each Party represents and warrants that it is duly organized and in good standing and has full power and authority to enter into and perform the Agreement.

18.2 Naydiris Warranty. Naydiris warrants that the Services will perform materially in accordance with the Documentation. As Customer's exclusive remedy for breach of this warranty, Naydiris shall use commercially reasonable efforts to correct the non-conformity and, if Naydiris is unable to do so within thirty (30) days of Customer's written notice, either Party may terminate the affected Order Form, and Naydiris shall refund any prepaid Fees attributable to the period following termination.

18.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 18, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NAYDIRIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NAYDIRIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY THIRD-PARTY SERVICE WILL BE AVAILABLE OR WILL OPERATE AS EXPECTED.

ARTICLE 19. LIMITATION OF LIABILITY

19.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Exceptions. The limitations in Sections 19.1 and 19.2 shall not apply to (a) liability arising from a Party's fraud, bad faith or willful misconduct, liability for which may not be waived under Article 1164 of the Civil Code of Puerto Rico; (b) liability for death or bodily injury caused by negligence; (c) Customer's obligations to pay Fees; (d) a Party's indemnification obligations under Article 20; or (e) any other liability that cannot be limited or excluded under applicable law.

19.4 Basis of the Bargain. The Parties acknowledge that the Fees reflect the allocation of risk set forth in this Article 19.

ARTICLE 20. INDEMNIFICATION

20.1 By Naydiris. Naydiris shall defend Customer against any claim brought by a third party alleging that the Services, as provided by Naydiris and used in accordance with the Agreement, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and shall indemnify Customer against damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content, Customer Data, Third-Party Services, or any combination of the Services with materials not provided by Naydiris. If the Services become, or in Naydiris's opinion are likely to become, the subject of such a claim, Naydiris may procure for Customer the right to continue using them, modify them to be non-infringing, or terminate the affected Order Form and refund prepaid Fees attributable to the period following termination.

20.2 By Customer. Customer shall defend Naydiris and its Affiliates, members, officers and personnel against any claim brought by a third party, including any End Customer or governmental authority, arising out of (a) Customer Content or Customer Data; (b) Customer's goods or services or its transactions with End Customers; (c) communications sent by or on behalf of Customer through the Services; or (d) Customer's breach of Articles 5 or 6, and shall indemnify them against damages, fines, penalties and costs finally awarded or agreed in settlement.

20.3 Procedure. The indemnified Party shall give the indemnifying Party prompt written notice of the claim, sole control of its defense and settlement (provided that no settlement imposing any obligation on the indemnified Party may be entered without its consent), and reasonable cooperation at the indemnifying Party's expense.

ARTICLE 21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico and, to the extent applicable, the federal laws of the United States of America, without regard to principles of conflict of laws.

21.2 Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the Court of First Instance of Puerto Rico, San Juan Judicial Region, and the United States District Court for the District of Puerto Rico, and waives any objection to venue in such courts.

21.3 Equitable Relief. Notwithstanding Section 21.2, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

21.4 Limitation Period.

ARTICLE 22. AMENDMENTS TO THESE TERMS

22.1 Amendments. Naydiris may amend these Terms by publishing the amended Terms at agglo.cloud/us/terms and notifying Customer by email to its designated notification address at least thirty (30) days before the amendment takes effect. No amendment shall apply to the Fees or Subscription Term stated in an Order Form then in effect.

22.2 Right to Terminate. If Customer objects to an amendment, Customer may terminate the Agreement by written notice given before the amendment takes effect, in which case the amendment shall not apply to Customer and Naydiris shall refund any prepaid Fees attributable to the period following termination. Customer's continued use of the Services after the effective date of an amendment constitutes acceptance of the amendment.

22.3 Amendments Required by Law. An amendment required to comply with applicable law or with a requirement of a Third-Party Service provider may take effect on such shorter notice as is reasonably practicable.

ARTICLE 23. NOTICES AND ELECTRONIC COMMUNICATIONS

23.1 Notices. Notices under the Agreement shall be in writing and delivered by email, with confirmation of transmission, or by courier: to Naydiris at admin@agglo.cloud and at the address set forth in the preamble; and to Customer at the notification email address and postal address associated with its account. Notices are effective upon receipt.

23.2 Electronic Records. The Parties consent to the use of electronic records and electronic signatures in connection with the Agreement, in accordance with the Puerto Rico Electronic Transactions Act, Act No. 148 of August 8, 2006, as amended, and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.

ARTICLE 24. GENERAL PROVISIONS

24.1 Assignment. Neither Party may assign the Agreement without the prior written consent of the other Party, except that either Party may assign the Agreement without consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets or business to which the Agreement relates, upon written notice to the other Party.

24.2 Independent Contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

24.3 Force Majeure. Neither Party shall be liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, hurricanes, acts of government, epidemics, war, terrorism, labor disputes, failures of public utilities or telecommunications networks, and outages of third-party hosting or infrastructure providers.

24.4 Severability. If any provision of the Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

24.5 Waiver. No failure or delay in exercising any right under the Agreement shall operate as a waiver of that right.

24.6 No Third-Party Beneficiaries. The Agreement confers no rights on any third party, including any End Customer.

24.7 Export Control and Sanctions. Each Party shall comply with all export-control and economic-sanctions laws of the United States applicable to its performance under the Agreement.

24.8 Entire Agreement. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral, including any terms previously published on the agglo.cloud website.

24.9 Language. The Parties have required that the Agreement be drafted in the English language. Any translation is provided for convenience only.

Contact: Naydiris LLC · 1654 Calle Tulipán, Ste 100, San Juan, PR 00927-6242, USA · admin@agglo.cloud · +1-787-431-3687

EXHIBIT A — DATA PROCESSING AGREEMENT: the Agglo Data Processing Agreement (United States and Puerto Rico), published at agglo.cloud/us/dpa, is incorporated herein by reference.