TERMS OF SERVICE

Effective Date: [November 24, 2025]

These Master Terms of Service (the “Terms”) govern access to and use of the Services (defined below) provided by Dyver Technologies Inc., a Delaware corporation (“Dyver,” “we,” “us,” or “our”), by the customer identified on an Order Form (defined below) or any other person or entity whose use of the Services is not governed by a separate written agreement with Dyver (“Customer,” “you”).

By (a) clicking to accept, (b) signing an Order Form that incorporates these Terms, or (c) accessing or using the Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority or do not agree to these Terms, you must not access or use the Services.

If you and Dyver have entered into a separate written agreement that expressly governs your use of the Services, that agreement will control to the extent of any direct conflict with these Terms for the applicable Services.

1. Definitions; Agreement Structure

1.1 “Agreement” means these Terms together with any Order Form(s), statements of work, or other documents that reference these Terms.

1.2 “Order Form” means an online or written ordering document, insertion order, or similar agreement that (a) is executed or approved by Dyver, (b) identifies the Services, subscription term, and applicable fees, and (c) expressly incorporates these Terms by reference.

1.3 “Services” means Dyver’s hosted software and related services for product data onboarding, enrichment, transformation, and related analytics, as identified in an Order Form or made available for trial use, including associated websites, interfaces, APIs, and applicable documentation.

1.4 “Documentation” means the user guides, API documentation, technical specifications, and other materials relating to the operation and use of the Services that Dyver provides or makes available.

1.5 “Customer Data” means electronic data, product information, content, and other materials that Customer (or Customer’s authorized users or third-party sources on Customer’s behalf) submits to, or stores in, the Services.

1.6 “Authorized Users” means individuals who are authorized by Customer to access and use the Services under Customer’s account, such as employees, contractors, and, where permitted in an Order Form, Customer’s affiliates or service providers.

1.7 “Non-Dyver Services” means any third-party products, services, or applications (including marketplaces, PIM systems, ecommerce platforms, or data sources) not provided by Dyver that interoperate with the Services or are used together with the Services.

1.8 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of such entity.

2. Access to and Use of the Services

2.1 Subscription Grant. Subject to the Agreement and Customer’s payment of all applicable fees, Dyver grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services and Documentation solely for Customer’s internal business purposes.

2.2 Accounts. Customer and its Authorized Users may be required to create accounts to use the Services. Customer is responsible for (a) ensuring that registration information is accurate and kept up to date; (b) maintaining the confidentiality of usernames, passwords, and access credentials; and (c) all activities that occur under its accounts, whether or not authorized by Customer.

2.3 Usage Limits. Customer’s use of the Services may be subject to usage parameters, such as volumes of SKUs, transactions or API calls, environments, or other limits specified in the applicable Order Form or Documentation. Customer will promptly pay any additional fees associated with usage in excess of such limits, as set out in the Order Form or Dyver’s then-current price list.

2.4 Service Modifications. Dyver may modify or update the Services from time to time, including to introduce new features, improve performance, or address security or legal requirements, provided that such changes do not materially degrade the core functionality purchased under an active subscription.

2.5 Trials. If Customer registers for a free or trial version of the Services, Dyver will make such Services available on a trial basis for the period stated in the registration or Order Form (or, if none, for up to fourteen (14) days). Trial use is subject to these Terms. Trial Services are provided “as is” with no warranties or support and may be suspended or terminated at any time.

3. Service Availability, Security, and Data Protection

3.1 Availability. Dyver will use commercially reasonable efforts to operate and make the Services available, subject to scheduled and emergency maintenance, downtime caused by factors outside of Dyver’s reasonable control (e.g., internet or cloud-infrastructure failures), and the other limitations set out in the Agreement.

3.2 Maintenance. Dyver may perform scheduled maintenance that may temporarily affect availability of the Services. Dyver will use commercially reasonable efforts to schedule such maintenance outside of standard business hours and to provide notice where practicable.

3.3 Security. Dyver will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data stored in the Services.

3.4 Privacy. Dyver’s collection, use, and disclosure of personal data in connection with the Services is described in Dyver’s Privacy Policy, as updated from time to time and made available on Dyver’s website. To the extent Dyver processes personal data on Customer’s behalf, the parties may enter into a separate Data Processing Addendum that, once executed, will be incorporated into this Agreement.

3.5 Data Location; Backups. Dyver may host and process Customer Data in the United States and other jurisdictions where Dyver or its subprocessors maintain facilities, subject to applicable law and any data-transfer mechanisms or addenda agreed by the parties. Dyver will implement commercially reasonable backup and recovery processes but does not guarantee that all Customer Data can be restored in every circumstance.

3.6 Security Incidents. If Dyver becomes aware of an unauthorized access to Customer Data in Dyver’s possession or control, Dyver will notify Customer without undue delay and will provide information and cooperation reasonably required for Customer to meet its legal obligations, subject to Dyver’s security and confidentiality requirements.

4. Customer Responsibilities

4.1 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) ensuring it has all necessary rights, consents, and permissions to provide Customer Data to Dyver and to use the Services with respect to such Customer Data; and (c) any decisions or actions taken based on outputs or recommendations generated through the Services using Customer Data.

4.2 Use Restrictions. Customer will not, and will ensure its Authorized Users do not:

(a) use the Services in any manner that violates applicable law or infringes any third-party right;

(b) attempt to gain unauthorized access to the Services or related systems;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying algorithms of the Services (except to the limited extent such restriction is prohibited by applicable law);

(d) rent, lease, sell, resell, sublicense, or otherwise make the Services available to any third party (except as expressly permitted in an Order Form);

(e) use the Services to compete with Dyver or to build a similar or competing service;

(f) interfere with or disrupt the integrity or performance of the Services;

(g) use any robot, spider, scraper, or other automated means to access the Services in a manner that imposes an unreasonable load on Dyver’s infrastructure; or

(h) remove, alter, or obscure any proprietary notices on or in the Services or Documentation.

4.3 Non-Dyver Services. If Customer chooses to use Non-Dyver Services with the Services, Customer authorizes Dyver to interoperate with such Non-Dyver Services as directed by Customer (for example, via configuration or APIs). Dyver does not control and is not responsible for Non-Dyver Services, and Customer’s use of any Non-Dyver Services is subject to such third parties’ terms and policies. Dyver will have no liability for any disclosure, modification, deletion, or loss of Customer Data or other harm arising from or relating to Non-Dyver Services.

4.4 Compliance by Authorized Users. Customer is responsible for (a) ensuring its Authorized Users comply with this Agreement; and (b) any acts or omissions of Authorized Users that would constitute a breach of this Agreement if taken by Customer.

5. Fees and Payment

5.1 Fees. Customer will pay the fees specified in each Order Form. Unless otherwise stated in an Order Form, all fees are quoted and payable in U.S. dollars, are non-cancellable and non-refundable, and exclude Taxes.

5.2 Invoicing and Payment Terms. Unless otherwise stated in an Order Form, (a) subscription fees are invoiced annually in advance, beginning on the Subscription Start Date stated in the Order Form, and (b) invoices are due within thirty (30) days of the invoice date.

5.3 Late Payments. Dyver may charge interest on overdue amounts at the lesser of (a) 1.0% per month or (b) the maximum rate permitted by law, calculated from the due date until the date payment is received. Customer will reimburse Dyver for reasonable costs of collection of overdue amounts, including attorneys’ fees.

5.4 Taxes. Fees do not include any taxes, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (“Taxes”). Customer is responsible for all Taxes associated with its purchases under this Agreement, excluding taxes on Dyver’s net income, property, or employees.

5.5 Suspension for Non-Payment. If any undisputed amount is more than fifteen (15) days overdue, Dyver may suspend Customer’s access to the Services upon prior notice. Dyver will reinstate access promptly once all overdue amounts are paid.

6. Term and Termination

6.1 Term. This Agreement begins on the Effective Date and continues until all subscription terms under all Order Forms have expired or have been terminated, unless earlier terminated as provided herein.

6.2 Subscription Term; Renewal. The subscription term for each Order Form will be as stated in that Order Form (the “Initial Term”). Unless the Order Form specifies otherwise, each subscription will automatically renew for successive one-year periods (each, a “Renewal Term”) unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.3 Termination for Cause. Either party may terminate this Agreement or any affected Order Form upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach; or (b) becomes subject to any proceeding under bankruptcy, insolvency, receivership, or similar law and such proceeding is not dismissed within sixty (60) days.

6.4 Effect of Termination. Upon expiration or termination of an Order Form or this Agreement: (a) Customer’s right to access and use the Services under the applicable Order Form(s) will cease; (b) Customer will promptly pay any unpaid fees covering the remainder of the applicable subscription term (if terminated by Dyver for Customer’s uncured breach) or all fees accrued up to the effective date of termination (in all other cases); and (c) each party will, at the other party’s request, return or destroy the other party’s Confidential Information, subject to any legal or backup-archival retention requirements.

6.5 Post-Termination Access to Customer Data. At Customer’s written request received within thirty (30) days after termination or expiration of the applicable Order Form, Dyver will make available to Customer a copy of Customer Data then stored in the Services in a commercially reasonable export format. After such 30-day period, Dyver may delete or overwrite Customer Data in the ordinary course of business and will have no obligation to maintain or provide Customer Data.

6.6 Survival. Sections that by their nature should survive termination or expiration of the Agreement will survive, including but not limited to: Fees and Payment, Confidentiality, Proprietary Rights, Disclaimers, Limitation of Liability, Indemnification, and General.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), directly or indirectly, in any form, that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; Dyver’s Confidential Information includes the Services, Documentation, pricing, and the terms of this Agreement.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.3 Obligations. The Receiving Party will: (a) use Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement; (b) not disclose Confidential Information to any third party except to its and its Affiliates’ employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or legal process, provided it (where legally permitted) gives the Disclosing Party reasonable prior notice to seek protective measures and discloses only the portion of Confidential Information legally required.

8. Proprietary Rights; Customer Data and Usage Data

8.1 Ownership by Dyver. As between the parties, Dyver and its licensors retain all right, title, and interest in and to the Services, Documentation, Dyver’s underlying technology, and all improvements, enhancements, and modifications thereto, including all associated intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.

8.2 Ownership by Customer. As between the parties, Customer retains all right, title, and interest in and to Customer Data and any outputs that consist of transformed, normalized, or enriched versions of Customer’s own data (subject to Dyver’s rights to use Customer Data as set out in this Agreement).

8.3 License to Customer Data. Customer grants Dyver a worldwide, non-exclusive, royalty-free license to host, copy, use, transmit, display, and otherwise process Customer Data solely as necessary to provide, maintain, secure, and improve the Services and to perform Dyver’s obligations under the Agreement.

8.4 Aggregated and Anonymized Data. Dyver may generate, use, and disclose aggregated and/or anonymized data derived from the use of the Services and Customer Data (for example, statistics on catalog completeness, attribute coverage, or enrichment performance), provided that such data does not identify Customer or any individual. Dyver owns all right, title, and interest in such aggregated and anonymized data.

8.5 Feedback. If Customer or its users provide suggestions, enhancement requests, or other feedback relating to the Services (“Feedback”), Dyver may freely use and incorporate such Feedback into its products and services without restriction or compensation. Customer hereby assigns to Dyver all rights, title, and interest in and to such Feedback.

9. Warranties; Disclaimers

9.1 Authority. Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that its execution and performance of this Agreement will not conflict with any other agreement to which it is a party.

9.2 Service Warranty. Dyver warrants that, during the applicable subscription term, the Services will perform in all material respects in accordance with the Documentation when used by Customer in accordance with the Agreement. Customer’s exclusive remedy and Dyver’s sole liability for a breach of this warranty will be for Dyver, at its option and expense, to (a) use commercially reasonable efforts to correct the nonconformity, or (b) if Dyver determines that correction is not commercially feasible, allow Customer to terminate the affected Services and receive a pro-rated refund of any prepaid, unused fees for the remainder of the subscription term for the affected Services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DYVER AND ITS AFFILIATES MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DYVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THEY WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT ANY DATA OUTPUT OR RECOMMENDATIONS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR BUSINESS DECISION.

10. Indemnification

10.1 Indemnity by Dyver. Dyver will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services (excluding Non-Dyver Services and Customer Data) infringes a U.S. patent, copyright, or trademark, or misappropriates a third party’s trade secret, and will pay any damages and reasonable costs finally awarded against Customer (or agreed in settlement by Dyver) in connection with such claim, provided that Customer: (a) promptly notifies Dyver in writing of the claim; (b) gives Dyver sole control of the defense and settlement of the claim (except that Dyver may not settle any claim that imposes any admission or non-monetary obligation on Customer without Customer’s prior written consent); and (c) provides Dyver with reasonable assistance, at Dyver’s expense.

10.2 Mitigation. If the Services are, or in Dyver’s opinion are likely to become, the subject of an infringement claim, Dyver may, at its option and expense: (a) modify or replace the Services so they are no longer infringing while providing substantially equivalent functionality; (b) obtain a license for Customer to continue using the Services in accordance with this Agreement; or (c) terminate Customer’s subscription to the affected Services upon written notice and provide a pro-rated refund of any prepaid, unused fees for the remainder of the subscription term for the affected Services.

10.3 Exclusions. Dyver’s obligations in this Section do not apply to claims arising from: (a) Customer Data; (b) Customer’s use of the Services in breach of this Agreement; (c) modifications to the Services not made by Dyver; (d) combinations of the Services with Non-Dyver Services or other products, services, or data not provided by Dyver, if the claim would not have arisen but for such combination; or (e) Customer’s continued use of the Services after Dyver has notified Customer to stop using the allegedly infringing component.

10.4 Indemnity by Customer. Customer will defend Dyver and its Affiliates against any third-party claim arising from: (a) Customer Data (including allegations that Customer Data infringes or misappropriates a third party’s rights or violates law); or (b) Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law; and will pay any damages and reasonable costs finally awarded against Dyver (or agreed in settlement by Customer) in connection with such claim, subject to Dyver’s compliance with the notice, control, and cooperation obligations in Section 10.1.

10.5 Exclusive Remedy. This Section states each party’s sole liability and the other party’s exclusive remedy for third-party intellectual-property infringement or misappropriation claims.

11. Limitation of Liability

11.1 Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DYVER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

11.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Exceptions. The limitations in this Section do not apply to: (a) Customer’s payment obligations; (b) a party’s indemnification obligations; (c) a party’s breach of its confidentiality obligations; or (d) Customer’s violation of Dyver’s intellectual-property rights.

12. Export Compliance; U.S. Government Rights

12.1 Export. Customer will not export, re-export, or allow access to or use of the Services in any jurisdiction in violation of U.S. or other applicable export laws or regulations. Customer represents that it is not listed on any U.S. government denied-party list and will not use the Services in any embargoed country or in violation of any export control law.

12.2 U.S. Government Rights. The Services and Documentation are deemed “commercial computer software” and “commercial computer software documentation” under applicable U.S. Federal Acquisition Regulations. Any use, duplication, or disclosure by or on behalf of the U.S. Government is subject to the restrictions in this Agreement.

13. General

13.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

13.2 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any dispute arising out of or relating to this Agreement, and waive any objection to such jurisdiction and venue.

13.3 Force Majeure. Neither party will be liable for any failure or delay in performance (except payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, governmental actions, internet or telecommunications failures, or failures of third-party hosting providers.

13.4 Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Dyver’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of all or substantially all of Customer’s assets or equity, provided that such successor is not a direct competitor of Dyver and assumes all obligations under this Agreement. Dyver may assign or transfer this Agreement, in whole or in part, without restriction. Any prohibited assignment is void. Subject to the foregoing, this Agreement will bind and benefit the parties and their permitted successors and assigns.

13.5 Notices. Notices under this Agreement must be in writing and will be deemed given when (a) delivered personally; (b) sent by recognized overnight courier with tracking; or (c) sent by email to the designated notice email address (with confirmation of transmission). Notices to Dyver should be sent to: legal@dyver.ai

13.6 Entire Agreement; Order of Precedence. This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of conflict, the following order of precedence applies: (1) an executed Data Processing Addendum or other addendum signed by both parties; (2) the Order Form; and (3) these Terms.

13.7 Amendments. Any amendment or modification to this Agreement must be in writing and executed by both parties, except that Dyver may update these Terms from time to time for future renewal terms by posting an updated version on its website and notifying Customer. If an update materially and adversely affects Customer, Customer may reject the changes by giving Dyver written notice before the start of the next renewal term, in which case the then-current Terms will continue to apply for the remaining current term and the Agreement will not renew.

13.8 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving party.

13.9 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

13.10 Counterparts; Electronic Signatures. This Agreement and any Order Form may be executed in counterparts, including by electronic or digital signature, each of which will be deemed an original and all of which together will constitute one instrument.