End User License Agreement

Last updated: October 15, 2025

Effective date: October 15, 2025

This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("User", "you", or "your") and AstraDiem ("Company", "we", "us", or "our") governing your use of the Huxx platform (the "Service" or "Platform").

Please read this Agreement carefully before using the Service. By accessing or using the Service, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you may not access or use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using the Huxx platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

This Agreement applies to all users of the Service, including but not limited to administrators, employees, contractors, and authorized representatives of organizations using the Platform.

2. Service Territory and Eligibility

The Service is offered solely within the United States to business entities formed under the laws of, and individuals residing in, the United States. You may not access or use the Service if you are located outside the United States or if you are listed on any U.S. government denied-party, sanctions, or export-control list. We may limit or disable access if we determine that your usage originates from outside the United States or is otherwise restricted by applicable laws.

By using the Service, you represent and warrant that you and your authorized users: (a) are located and will remain located in the United States while using the Service; (b) will not export or allow access to the Service from outside the United States; and (c) will comply with all U.S. federal, state, and local laws and regulations governing your use of the Service.

If you or any authorized user is located outside the United States, you must not access or use the Service or submit personal information to us. We reserve the right to disable accounts, refuse service, and delete data that appears to originate from outside the United States in order to comply with this limitation.

3. Definitions

As used in this Agreement:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Customer Data" means any data, files, documents, messages, or other content that you or your authorized users submit to or generate within the Service.
• "Documentation" means any usage guides, policies, or technical documentation that we provide in connection with the Service.
• "Order" means the online order page, order form, or other mutually executed document specifying your subscription plan, fees, term, and usage limits.

4. License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business operations.

This license is conditioned on your timely payment of all fees and your compliance with the usage limits specified in the applicable Order. We reserve all rights not expressly granted in this Agreement.

5. Customer Data Ownership

You retain all rights, title, and interest in and to Customer Data. We obtain no rights to Customer Data other than the limited rights necessary to provide the Service and as otherwise described in this Agreement. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, analyze, and process Customer Data solely to provide, secure, support, and improve the Service and to comply with law.

You represent and warrant that you have obtained all rights, permissions, and consents necessary to submit Customer Data to the Service and to grant the rights described in this Agreement. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it.

This license does not include any rights to: (a) resell or make commercial use of the Service or its content; (b) download, copy, or distribute any portion of the Service except as expressly permitted; (c) modify, reverse engineer, decompile, or create derivative works based on the Service; (d) use any data mining, robots, or similar data gathering or extraction methods; or (e) use the Service in any manner that could damage, disable, overburden, or impair our servers or networks.

6. User Accounts

6.1 Account Creation

To use the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

6.2 Account Security

You agree to: (a) immediately notify us of any unauthorized use of your account; (b) ensure that you log out from your account at the end of each session; (c) use a strong and secure password; and (d) not share your account credentials with any third party. We are not liable for any loss or damage arising from your failure to protect your account credentials.

6.3 Organization Management

If you are an administrator of an organization account, you are responsible for managing user access, permissions, and compliance with this Agreement by all users within your organization. You agree to ensure that all users under your organization comply with the terms of this Agreement.

7. Subscription & Billing

7.1 Subscription Plans

The Service is provided on a subscription basis. You may choose from various subscription plans, each with different features, limitations, and pricing. Your subscription will automatically renew at the end of each billing cycle unless you cancel it before the renewal date.

7.2 Payment Terms

You agree to provide valid payment information and authorize us to charge your payment method for all fees incurred under your account. All fees are non-refundable except as required by law or as explicitly stated in this Agreement. Prices are subject to change with 30 days' notice.

7.3 Billing Cycle

Billing cycles may be monthly or annual, depending on your selected plan. You will be charged at the beginning of each billing cycle for that period. If automatic billing fails, we will notify you and may suspend your access until payment is received.

7.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of your current billing cycle. You will retain access to the Service until the end of the paid period.

7.5 Refunds

Refund requests will be considered on a case-by-case basis at our sole discretion. Generally, fees are non-refundable. If you believe you are entitled to a refund, please contact our support team within 30 days of the charge.

8. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights;
• Upload, transmit, or distribute any viruses, malware, or harmful code;
• Attempt to gain unauthorized access to our systems or other users' accounts;
• Interfere with or disrupt the Service or servers or networks connected to the Service;
• Use the Service to send spam, phishing emails, or other unsolicited communications;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Collect or harvest any personally identifiable information from other users without consent;
• Use the Service for any illegal, fraudulent, or malicious purpose;
• Sublicense, resell, or redistribute the Service without our express written permission;
• Remove, alter, or obscure any copyright, trademark, or proprietary notices from the Service.

We reserve the right to investigate and take appropriate legal action against anyone who violates this Acceptable Use Policy, including removing content, suspending or terminating accounts, and reporting to law enforcement authorities.

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including all software, applications, content, graphics, user interfaces, logos, trademarks, and other intellectual property, is owned by AstraDiem or our licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You acknowledge that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by this Agreement, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or any portion thereof.

9.2 Feedback

If you provide us with any feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to compensate you.

10. User Content

10.1 Your Content

You retain all ownership rights to the content, data, and information you upload, store, or transmit through the Service ("User Content"). You are solely responsible for the accuracy, legality, and appropriateness of your User Content.

10.2 License to User Content

By uploading or submitting User Content to the Service, you grant us a limited, non-exclusive, royalty-free, worldwide license to use, store, copy, modify, and display your User Content solely to the extent necessary to provide and improve the Service. This license terminates when you delete your User Content or close your account, except for content that has been shared with other users.

10.3 Content Responsibility

You represent and warrant that: (a) you own or have the necessary rights to submit your User Content; (b) your User Content does not violate any third-party rights, including intellectual property, privacy, or publicity rights; and (c) your User Content complies with this Agreement and all applicable laws.

11. Privacy, Security & Compliance

Our handling of personal information is described in our Privacy Policy. By using the Service, you acknowledge that processing of Customer Data will be in accordance with that policy. We implement administrative, technical, and physical safeguards designed to protect Customer Data as outlined in the Privacy Policy and any applicable DPA or BAA executed between the parties.

We will notify you without undue delay after becoming aware of a confirmed breach of our security systems that results in the unauthorized disclosure of Customer Data. Our notice will include a description of the incident, the categories of data affected, and the steps we are taking to mitigate and remediate the issue, subject to applicable law and any delays requested by law enforcement.

We will maintain records of our security controls and make available, upon request and subject to confidentiality obligations, information reasonably necessary for you to evaluate our compliance with agreed upon security standards. If you require a DPA or BAA, please contact us at astra@astradiem.ai prior to onboarding so that we can execute the appropriate supplemental terms.

12. Automated Insights & AI-Assisted Features

Portions of the Service may surface suggested categorizations, automated workflows, metrics, or other outputs generated with the assistance of algorithms or artificial intelligence. These features are intended to augment, not replace, your professional judgment. You remain responsible for validating automated recommendations, confirming their accuracy against your operational requirements, and ensuring compliance with applicable laws, industry standards, and contractual obligations. We do not warrant that automated outputs will be complete, current, or error-free, and we disclaim liability for decisions made in reliance on automated results without appropriate human oversight.

13. Third-Party Integrations

The Service may integrate with or provide access to third-party services, including but not limited to QuickBooks, Slack, Google Maps, and other business applications ("Third-Party Services"). These integrations are provided for your convenience.

Your use of Third-Party Services is governed by their respective terms of service and privacy policies. We are not responsible for the availability, accuracy, or content of Third-Party Services. You acknowledge that Third-Party Services may collect, use, and share your data according to their own policies.

14. Data Security

14.1 Security Measures

We implement reasonable administrative, physical, and technical safeguards designed to protect your data from unauthorized access, disclosure, alteration, and destruction. These measures include encryption, access controls, secure data storage, and regular security audits.

14.2 Data Backups

We perform regular backups of your data to prevent data loss. However, we recommend that you maintain your own backup copies of critical data. We are not liable for any data loss except as required by law.

14.3 Security Limitations

While we strive to protect your data, no security system is impenetrable. We cannot guarantee the absolute security of your data. You acknowledge that you provide your information at your own risk.

15. Service Availability

We strive to provide reliable and continuous access to the Service. However, the Service is provided "as is" and we do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

We will make reasonable efforts to notify you in advance of scheduled maintenance. We are not liable for any disruption, interruption, or unavailability of the Service.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT CUSTOMER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED, EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE MEETS YOUR REGULATORY AND OPERATIONAL REQUIREMENTS. WE DO NOT PROVIDE LEGAL OR COMPLIANCE ADVICE, AND THE SERVICE IS NOT A SUBSTITUTE FOR YOUR OWN PROFESSIONAL JUDGMENT.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASTRADIEM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE;
• ANY CONTENT OBTAINED FROM THE SERVICE;
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT;
• ANY DATA LOSS OR CORRUPTION;
• ANY ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. The parties agree that the limitations and exclusions set out in this Section form an essential basis of the bargain and shall apply even if a limited remedy fails of its essential purpose.

18. Indemnification

You agree to indemnify, defend, and hold harmless AstraDiem, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Service;
• Your violation of this Agreement;
• Your violation of any rights of another party, including any third-party intellectual property rights;
• Your User Content;
• Any breach of your representations and warranties set forth in this Agreement.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

19. Export Controls & Anti-Corruption

You represent and warrant that you and your affiliates will comply with all applicable U.S. export-control and economic-sanctions laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury. You will not export, re-export, or transfer the Service or any technical information derived from the Service to any prohibited destination or party without first obtaining the required government authorizations.

You further represent and warrant that neither you nor your authorized users will engage in any bribery, kickbacks, or other corrupt practices in connection with this Agreement, including any conduct that would violate the U.S. Foreign Corrupt Practices Act or other anti-corruption laws. We may immediately suspend or terminate your access to the Service if we reasonably believe your use violates export or anti-corruption laws.

20. Termination

20.1 Termination by You

You may terminate this Agreement at any time by closing your account and discontinuing use of the Service. Upon termination by you, your subscription will remain active until the end of your current billing cycle.

20.2 Termination by Us

We may suspend or terminate your access to the Service immediately, with or without notice, for any reason, including but not limited to: (a) violation of this Agreement; (b) fraudulent, abusive, or illegal activity; (c) extended periods of inactivity; (d) failure to pay fees when due; or (e) if required by law.

20.3 Effect of Termination

Upon termination, your right to access and use the Service will immediately cease. We may delete your account and User Content within 30 days after termination, unless required by law to retain it longer. You are responsible for exporting your data before termination. Sections of this Agreement that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Charleston County, South Carolina, and you consent to the personal jurisdiction of such courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

22. Changes to Terms

We reserve the right to modify this Agreement at any time. If we make material changes, we will notify you by email or through a notice on the Service at least 30 days before the changes take effect. Material changes will be determined at our sole discretion.

Your continued use of the Service after the changes become effective constitutes your acceptance of the revised Agreement. If you do not agree to the modified terms, you must stop using the Service and may cancel your subscription.

We will maintain a version history of this Agreement, and you may request previous versions by contacting us.

23. Contact Us

If you have any questions, concerns, or complaints about this Agreement, please contact us: