1. Definitions

1.1. Iceberg Platform: A cloud-based software platform designed for automotive benchmarking, providing access to proprietary datasets derived from vehicle teardowns, including 3D scans, point cloud data, material compositions, cost estimations, component specifications, digital twins, electrical schematics, ergonomic studies, and advanced analytics tools, including the Global System Wide Search and Analytics Module.

1.2. Service: The Iceberg Platform, encompassing all associated software, data, content, tools, and features provided by Caresoft as Data as a Service (DaaS).

1.3. Subscriber: The individual, corporation, partnership, limited liability company, or other legal entity that enters into a Subscription Agreement with Caresoft to access the Service.

1.4. Authorized User: An individual explicitly authorized by the Subscriber, as identified in the Subscription Agreement, to access and use the Service under the Subscriber’s account.

1.5. Data: All proprietary information, content, and materials provided through the Service, including but not limited to vehicle teardown datasets, 3D scans, point cloud data, material compositions, cost estimates, digital twins, electrical schematics, ergonomic studies, and analytics reports.

1.6. Subscriber Content: Any data, configurations, annotations, custom dashboards, reports, or other content uploaded or created by the Subscriber or Authorized Users within the Service.

1.7. Subscription Agreement: A separate, written agreement between Caresoft and the Subscriber, specifying the scope of the Service, subscription tier, number of Authorized Users, fees, payment terms, and duration of access. Also may be known as proposal, quote or by any other name.

1.8. Confidential Information: Any non-public information provided by Caresoft or accessed through the Service, including Data, proprietary methodologies, algorithms, platform architecture, and trade secrets.

1.9. Caresoft Entities: These Terms apply to the selling entity of Caresoft Global Technologies, Inc., and its affiliated entities operating in North America (NA), the United Kingdom (UK), the European Union (EU), the Middle East, and the Asia-Pacific (APAC) regions, collectively referred to as "Caresoft." The applicable Caresoft entity is determined by the Subscriber’s region and the entity specified in the Subscription Agreement.

2. Scope of Services

2.1. Access to the Service: Subject to compliance with these Terms and the Subscription Agreement, Caresoft grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Iceberg Platform solely for internal business purposes related to automotive benchmarking, product development, and competitive analysis.

2.2. Subscription Tiers: The Service is offered in multiple subscription tiers, as specified in the Subscription Agreement, which may limit the number of Authorized Users, data access levels, or available features (e.g., 3D visualization, analytics modules).

2.3. Access Methods: The Service is accessible through a secure, cloud-based web interface, with applicable subscription tiers, as specified in the Subscription Agreement. Access requires valid credentials (e.g., usernames, passwords) issued to Authorized Users.

2.4. Data Disclaimer: All Data provided through the Iceberg Platform, including but not limited to vehicle teardown datasets, 3D scans, point cloud data, cost estimates, and digital twins, is provided on an "as-is" basis without warranties of accuracy, correctness, completeness, merchantability, or fitness for a particular purpose. You are solely responsible for verifying the suitability of Data for your intended use.

3. Subscriber Obligations

3.1. Compliance with Applicable Laws: You shall ensure that your use of the Service complies with all applicable local, state, national, and international laws, including data protection regulations (e.g., GDPR, CCPA), export control laws (e.g., U.S. Export Administration Regulations, ITAR), and intellectual property laws, as applicable in the regions where Caresoft operates.

3.2. Authorized Users: You shall ensure that only Authorized Users, as identified in the Subscription Agreement, access the Service. You are responsible for all actions taken by Authorized Users under your account and for ensuring their compliance with these Terms.

3.3. Account Security: You shall maintain the confidentiality of account credentials and promptly notify Caresoft of any suspected or actual unauthorized access or security breaches. You shall implement reasonable security measures, including strong passwords and, where available, multi-factor authentication.

3.4. Subscriber Content: You are solely responsible for the accuracy, legality, and appropriateness of Subscriber Content. You shall not upload content that infringes third-party intellectual property rights, violates privacy laws, or contains malicious code (e.g., viruses, malware).

4. Acceptable Use Policy

4.1. Permitted Uses: You may use the Service solely for internal business purposes, including analyzing vehicle teardown data, generating competitive insights, and optimizing product development processes, as permitted by your subscription tier.

4.2. Prohibited Uses: You shall not, and shall ensure that Authorized Users do not:

Copy, reproduce, modify, adapt, or create derivative works of the Service or Data, except as expressly permitted by these Terms or the Subscription Agreement.

Share, distribute, or disclose Data or Confidential Information to third parties, including affiliates or subsidiaries, without Caresoft’s prior written consent.

Use the Service or Data to develop or enhance competing platforms, products, or services.

Reverse-engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or methodologies of the Service, except to the extent permitted by applicable law.

Use the Service for any unlawful, fraudulent, or unethical purpose, including violation of intellectual property or privacy laws.

Overload, disrupt, or interfere with the Service, including through denial-of-service attacks, malware, or unauthorized access attempts.

Use automated tools (e.g., bots, scrapers, crawlers) to extract Data or interact with the Service without Caresoft’s prior written approval.

Prohibition on Use in AI or LLMs: Input, upload, or otherwise use any Data from the Service, including but not limited to vehicle teardown datasets, 3D scans, point cloud data, cost estimates, or digital twins, in Large Language Models (LLMs), artificial intelligence tools, machine learning systems, or any other automated data processing or generative technologies, without Caresoft’s prior written consent. Such use is strictly prohibited to protect the proprietary nature of the Data and prevent unauthorized derivation or redistribution.

4.3. Consequences of Violation: Any violation of the Acceptable Use Policy constitutes a material breach of these Terms, which may result in immediate suspension or termination of access to the Service, without refund of fees, and potential liability for damages, including costs incurred by Caresoft to investigate and mitigate the breach.

4.4. Use by Educational Institutions and Charitable Trusts: If you are an educational institution, university, or charitable trust and any portion of the Data is provided by Caresoft as a donation in kind, such Data shall be used solely for non-commercial and educational purposes. You shall not use donated Data for any commercial activities, including but not limited to product development, competitive analysis for profit, or resale, nor shall you share such Data with third parties for commercial purposes. Any use of donated Data must comply with the terms of this Agreement and any specific conditions outlined in the written agreement governing the donation.

5. Fees and Payment

5.1. Subscription Fees: You shall pay all fees as specified in the Subscription Agreement, including recurring subscription fees, overage charges, or fees for additional services (e.g. visits to Caresoft locations).

5.2. Payment Terms: Fees are due within 30 days of invoice issuance, unless otherwise specified in the Subscription Agreement. Payments shall be made in U.S. dollars via wire transfer, ACH, or credit card to the account designated by the Caresoft entity specified in the Subscription Agreement.

5.3. Late Payments: Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law in the applicable jurisdiction, whichever is lower. Caresoft may suspend access to the Service for non-payment after 15 days’ written notice.

5.4. Taxes: You are responsible for all applicable taxes, duties, or levies in the regions where Caresoft operates, excluding taxes on Caresoft’s net income. If you claim tax-exempt status, you must provide a valid tax exemption certificate within 30 days of executing the Subscription Agreement.

6. Intellectual Property

6.1. Ownership by Caresoft: Caresoft retains all right, title, and interest in and to the Service, including the Iceberg Platform, its software, Data, and all associated intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, and database rights, worldwide. The Service and Data are protected by applicable intellectual property laws in the regions where Caresoft operates.

6.2. Subscriber Content: You retain ownership of Subscriber Content. You grant Caresoft a non-exclusive, worldwide, royalty-free, fully paid-up license to use, store, process, reproduce, and display Subscriber Content solely to provide, operate, maintain, and improve the Service during the Subscription Term.

6.3. Feedback: Any feedback, suggestions, or recommendations provided by you or Authorized Users regarding the Service may be used by Caresoft without restriction, obligation, or compensation. Feedback is not considered Confidential Information.

6.4. No Implied Rights: No implied licenses or rights are granted by estoppel, implication, or otherwise. All rights not expressly granted in these Terms are reserved by Caresoft.

7. Confidentiality

7.1. Obligations: You shall treat all Confidential Information as strictly confidential and use it solely for the purpose of accessing and using the Service as permitted by these Terms. You shall not disclose Confidential Information to third parties without Caresoft’s prior written consent, except as required by law.

7.2. Exceptions: Confidential Information does not include information that: (a) is publicly available through no fault of yours; (b) was rightfully in your possession before receipt from Caresoft; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by you without reference to Caresoft’s Confidential Information.

7.3. Return or Destruction: Upon termination or expiration of the Subscription Agreement, you shall return or destroy all Confidential Information, including Data, and certify such destruction in writing within 10 days, unless otherwise agreed in writing by Caresoft.

8. Data Protection and Privacy

8.1. Privacy Policy: Your use of the Service is subject to Privacy Policy, available in the Service, Iceberg, which governs the collection, use, storage, and disclosure of personal data in accordance with applicable laws in the regions where Caresoft operates.

8.2. Subscriber Responsibility: You shall ensure that any personal data included in Subscriber Content complies with applicable data protection laws, including but not limited to GDPR (EU), UK GDPR (UK), CCPA (USA), and other relevant regulations in the Middle East and APAC regions. You represent and warrant that you have obtained all necessary consents or legal bases for the processing of such data by Caresoft.

8.3. Security Measures: Caresoft implements industry-standard technical and organizational measures, including encryption, access controls, and monitoring, to protect Data and Subscriber Content. You shall implement reasonable security measures to safeguard your account credentials and prevent unauthorized access.

9. Disclaimer of Warranties

9.1. As-Is Basis: The Service, including all Data and software, is provided on an "as-is" and "as-available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. Caresoft expressly disclaims all warranties, including but not limited to warranties of accuracy, correctness, completeness, merchantability, fitness for a particular purpose, and non-infringement.

9.2. No Guarantee of Data Accuracy: Caresoft does not guarantee the accuracy, correctness, reliability, or completeness of Data provided through the Iceberg Platform, including vehicle teardown datasets, 3D scans, point cloud data, cost estimates, or digital twins. You are solely responsible for verifying and validating Data for your intended use.

9.3. No Additional Warranties: Caresoft does not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components. No oral or written information provided by Caresoft or its representatives shall create any warranty beyond those expressly stated herein.

10. Limitation of Liability

10.1. Liability Cap: To the maximum extent permitted by applicable law, Caresoft’s total aggregate liability for any claims, damages, or losses arising from or related to these Terms or the Service, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by you to Caresoft in the 12 months immediately preceding the event giving rise to the claim.

10.2. Exclusion of Damages: Caresoft shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, business opportunities, or production downtime, even if Caresoft has been advised of the possibility of such damages.

10.3. Force Majeure: Caresoft shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, wars, terrorism, riots, labor strikes, government actions, internet outages, cyberattacks, or power failures.

11. Indemnification

11.1. Subscriber Indemnity: You shall indemnify, defend, and hold harmless Caresoft, its affiliates, and their respective officers, directors, employees, agents, and contractors from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your or your Authorized Users’ use of the Service in violation of these Terms; (b) Subscriber Content that infringes third-party intellectual property rights, violates privacy laws, or causes harm to third parties; or (c) unauthorized disclosure or use of Data or Confidential Information.

11.2. Caresoft Indemnity: Caresoft shall indemnify, defend, and hold you harmless from claims that the Service, when used as authorized, infringes third-party intellectual property rights, provided you: (a) promptly notify Caresoft in writing within 10 days of the claim; (b) provide reasonable cooperation and information at Caresoft’s expense; and (c) grant Caresoft sole control over the defense and settlement. Caresoft may, at its option, modify the Service to be non-infringing, obtain a license, or terminate access with a pro-rata refund of prepaid fees.

12. Termination

12.1. Termination by Subscriber: You may terminate your subscription by providing 30 days’ written notice, subject to the terms of the Subscription Agreement. No refunds will be provided unless expressly stated therein.

12.2. Termination by Caresoft: Caresoft may suspend or terminate your access to the Service immediately upon written notice if you materially breach these Terms, including but not limited to non-payment of fees, violation of the Acceptable Use Policy, or unauthorized disclosure of Data or Confidential Information. Caresoft will provide reasonable notice and an opportunity to cure breaches where feasible, except for egregious violations warranting immediate action.

12.3. Effect of Termination: Upon termination or expiration of the Subscription Agreement, you shall immediately cease all use of the Service, return or destroy all Confidential Information, including Data, and certify such destruction in writing within 10 days. Caresoft may retain anonymized data for analytics purposes, provided it does not identify you or contain Subscriber Content.

12.4. Survival: Sections 4 (Acceptable Use Policy), 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection and Privacy), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Termination), 13 (Governing Law and Dispute Resolution), and 14 (Miscellaneous) shall survive termination of these Terms.

13. Governing Law and Dispute Resolution

13.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, USA, without regard to its conflict of laws principles, except where the laws of the applicable Caresoft entity’s jurisdiction (as specified in the Subscription Agreement for NA, UK, EU, Middle East, or APAC regions) mandate additional compliance with local laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) shall not apply.

13.2. Dispute Resolution: Any disputes arising under or in connection with these Terms shall be first attempted to be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Livonia, Michigan, under its Commercial Arbitration Rules, unless otherwise required by the laws of the applicable Caresoft entity’s jurisdiction.

13.3. Jurisdiction: For matters not subject to arbitration, such as injunctive relief or enforcement of arbitration awards, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Michigan, unless the applicable Caresoft entity’s jurisdiction requires otherwise, as specified in the Subscription Agreement. You waive any objections to venue or personal jurisdiction in such courts.

14. Miscellaneous

14.1. Entire Agreement: These Terms, together with the Privacy Policy, End User License Agreement (EULA), Subscription Agreement, and any exhibits or addenda (e.g., Service Level Agreement), constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, understandings, or representations.

14.2. Amendments: Caresoft may amend these Terms with 30 days’ prior written notice via email, the Service’s interface, or the support portal. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

14.3. Assignment: You may not assign, transfer, or delegate your rights or obligations under these Terms without Caresoft’s prior written consent, which shall not be unreasonably withheld. Caresoft may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with written notice to you.

14.4. Notices: Notices must be in writing and delivered via email to legal@caresoftglobal.com (for Caresoft) or your designated contact email in the Subscription Agreement, or via certified mail or courier to Caresoft Technologies, Inc., 31770 Enterprise Dr, Livonia, MI 48150, USA, or the address of the applicable Caresoft entity specified in the Subscription Agreement. Notices are deemed received upon delivery (for mail or courier) or 24 hours after sending (for email), provided no bounce-back or error message is received.

14.5. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid one that reflects the original intent.

14.6. Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure to enforce any right or provision shall not constitute a waiver of such right or provision in the future.

14.7. Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms, except as provided in the indemnification provisions (Section 11).

14.8. Export Controls: You shall comply with all applicable export control laws, including the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and relevant regulations in the UK, EU, Middle East, and APAC regions. The Service and Data may not be accessed, used, or exported to embargoed countries or by sanctioned individuals or entities.

Effective Date: August, 2025