Payment Terms and Service Conditions

This Terms of Payment was updated on January 02, 2026.

PAYMENT TERMS AND SERVICE CONDITIONS

This Payment Terms and Service Conditions Agreement (“Agreement”) is entered into between Calibrum Inc. (“Calibrum”) and the purchaser (“Customer”).

1. Pricing and Subscription Term

1.1 All prices are stated in United States Dollars (USD) unless otherwise expressly agreed in writing by both parties.

1.2 The subscription term shall commence on the date payment is received and shall continue for twelve (12) months (the “Subscription Term”). Subscriptions are renewable.

1.3 During the Subscription Term and any renewal thereof, the subscription is non-cancelable, irrespective of whether the billing period is shorter than the Subscription Term. All fees are non-refundable, including if the subscription is not used or is discontinued prior to the expiration of the Subscription Term.

1.4 The Subscription Term shall not renew automatically unless renewal is expressly requested in writing prior to expiration of the then-current term.

1.5 All survey responses and associated services expire twelve (12) months from the date of purchase. Accounts become inactive one (1) day following expiration and may be reactivated only upon purchase of a new subscription. Accounts inactive for thirty (30) days shall be permanently closed.

1.6 Invoices are valid for ninety (90) days from issuance.

2. Services

2.1 Calibrum provides data warehousing, website hosting, web intercept services, survey invitation distribution, and survey and research analysis.

2.2 The Complete Survey Care service includes consultation, questionnaire review and design, user and distribution management, email template configuration, data collection, analysis, dissemination, and extraction for a single survey only, regardless of the number of rounds.

2.3 The Complete Survey Care service includes up to twenty (20) hours of support. Additional support may be purchased in increments of five (5) hours.

3. Email Compliance

3.1 Customer shall maintain a bounce rate below five percent (5%) and a complaint rate below zero point one percent (0.1%).

3.2 Exceeding either threshold may result in suspension of sending privileges.

3.3 Rates are calculated over a rolling three hundred sixty-five (365) day period.

4. Customer Representations and Authorization

4.1 Customer represents and warrants that it has read, understands, and agrees to be bound by Calibrum’s Terms of Service, Privacy Policy, Acceptable Use Policy, and Security Policy.

4.2 Customer represents and warrants that it is duly authorized to enter into this Agreement.

4.3 If Customer is a Calibrum partner acting on behalf of a client, Customer guarantees payment of all fees.

5. Content and Confidentiality

5.1 Customer retains all right, title, and interest in all content submitted to the Service, including survey designs, panelists, and responses.

5.2 All reports and downloads derived from such content are owned by Customer.

5.3 Calibrum shall treat all Customer content as confidential and use it solely to perform the Services.

5.4 Calibrum shall not sell or disclose Customer data except as required by law or legal process.

6. Payment

6.1 Payment may be made via PayPal (credit or debit card) or bank transfer.

6.2 Bank transfers may require up to five (5) business days for international processing.

8. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-law principles.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the State of Utah, and the parties hereby consent to personal jurisdiction and venue therein.

9. Assignment

Customer may not assign or transfer this Agreement without the prior written consent of Calibrum. Calibrum may assign this Agreement in connection with a merger, sale of assets, or corporate reorganization.

10. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings.

13. Software License and SaaS Terms

13.1 Subject to Customer’s compliance with this Agreement, Calibrum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Calibrum software platform and Services during the Subscription Term solely for Customer’s internal business purposes.

13.2 Customer shall not:

(a) copy, modify, or create derivative works of the Services;

(b) reverse engineer, decompile, or attempt to extract source code;

(c) resell, sublicense, or make the Services available to third parties except as expressly permitted;

(d) use the Services to build a competing product.

13.3 All rights not expressly granted to Customer are reserved by Calibrum.

14. Termination for Breach

14.1 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

14.2 Calibrum may immediately suspend or terminate access if Customer’s use poses a security risk, violates applicable law, or materially harms the platform or other users.

14.3 Upon termination or expiration, Customer’s access to the Services shall cease, and Customer remains responsible for all fees incurred through the termination date.

15. Limitation of Liability

15.1 To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.

15.2 Calibrum’s total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to Calibrum in the twelve (12) months preceding the event giving rise to the claim.

16. Indemnification

16.1 Customer shall indemnify, defend, and hold harmless Calibrum and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses arising out of or relating to:

(a) Customer’s breach of this Agreement;

(b) Customer’s misuse of the Services; or

(c) Customer’s violation of applicable law.

16.2 Calibrum shall indemnify Customer against claims that the Services infringe a third party’s U.S. intellectual property rights, provided Customer promptly notifies Calibrum and cooperates in the defense.

17. Data Protection and Security

17.1 Calibrum shall implement commercially reasonable administrative, technical, and physical safeguards to protect Customer data.

17.2 Customer remains responsible for the legality of all data submitted and compliance with applicable privacy and data protection laws.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, failures of utilities or telecommunications, or widespread internet outages (“Force Majeure Event”). The affected party shall promptly notify the other party and resume performance as soon as reasonably practicable.

19. Service Levels (SLA)

19.1 Calibrum shall use commercially reasonable efforts to make the Services available at least 99.5% of the time in any calendar month, excluding scheduled maintenance and Force Majeure Events.

19.2 Scheduled maintenance shall be communicated in advance when reasonably practicable.

19.3 The Customer’s sole and exclusive remedy for failure to meet the stated service levels shall be service credits, if any, as may be agreed in writing by the parties.

20. Regulatory and Data Protection Compliance

20.1 Calibrum shall maintain administrative, technical, and physical safeguards designed to protect Customer data in accordance with commercially reasonable industry standards.

20.2 GDPR: To the extent Calibrum processes personal data subject to the General Data Protection Regulation, Calibrum shall act as a data processor and Customer as the data controller, and both parties shall comply with their respective obligations.

20.3 HIPAA: The Services are not intended for the storage or processing of protected health information (“PHI”) unless expressly agreed in writing and subject to a separate Business Associate Agreement.

20.4 SOC 2: Calibrum represents that it maintains internal controls consistent with the SOC 2 Trust Services Criteria or equivalent industry standards.

20.5 Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to submit and process data through the Services.

© Calibrum Inc.