TERMS OF USE
Beluga Twin Inc.
Effective Date: February 27, 2026

These Terms of Use (this “Agreement”) constitute a legally binding agreement between Beluga Twin Inc., an Idaho corporation (“Beluga Twin,” “BT,” “we,” “our,” or “us”), and you, the individual or entity accessing or using our website or platform (“you,” “your,” or “User”). 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, in which case “you” and “your” shall refer to such entity.

BY ACCESSING OR USING THE SITE OR THE PLATFORM, CLICKING “I AGREE,” OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE OR PLATFORM.

This Agreement applies to two categories of users: (a) Site Visitors, who browse our public-facing website; and (b) Customers, who access and use the Beluga Twin platform pursuant to an Order Form, free trial, or proof of concept (“POC”). Certain provisions of this Agreement apply only to Customers as indicated herein. Together with any applicable Order Form, this Agreement constitutes the entire agreement between you and Beluga Twin with respect to the subject matter hereof (the “MSA”).

1. Definitions
Capitalized terms used in this Agreement have the meanings set forth below. Other capitalized terms are defined in context throughout this Agreement.

“Agreement” means these Terms of Use together with all Order Forms and any exhibits, schedules, or addenda incorporated herein by reference.

“Building Data” means data collected from Customer’s commercial building mechanical systems (including but not limited to HVAC systems, water pumps, pool equipment, and other connected building equipment) that is ingested into the Platform via the BACnet protocol or other data communication methods.

“Confidential Information” has the meaning set forth in Section 8.

“Customer” means any individual or entity that accesses or uses the Platform pursuant to an Order Form, free trial, or POC, including such entity’s authorized Users.

“Customer Data” means Building Data and any other data, records, or information owned by Customer and provided to Beluga Twin in connection with this Agreement.

“Documentation” means technical, instructional, or usage information provided by Beluga Twin to Customer relating to the Platform, expressly excluding marketing and sales materials.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Loss” or “Losses” means all losses, damages, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder.
“Order Form” means an ordering document executed by both Beluga Twin and Customer that references and incorporates this Agreement and sets forth commercial terms including subscriptions, fees, and the scope of services. Each Order Form is governed by and incorporates the terms of this Agreement.

“Platform” means Beluga Twin’s proprietary software-as-a-service platform, including any updates, upgrades, modifications, or enhancements thereto, and any accompanying materials made available to Customer pursuant to this Agreement.
“POC” means a proof of concept or evaluation period during which Customer may access the Platform for evaluation purposes under the terms of this Agreement.

“Site” means the Beluga Twin website located at belugatwin.com and any associated subdomains.
“Site Visitor” means any individual who accesses or browses the Site without an active Customer account or Order Form.
“User” means an individual natural person who is authorized by Customer to access and use the Platform under Customer’s account, identified by a unique username and login credentials.

2. Scope and Applicability
2.1 Site Visitors.

The following provisions of this Agreement apply to all Site Visitors:

• Section 1 (Definitions), Section 2 (Scope), Section 5 (Intellectual Property) as it pertains to the Site, Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Dispute Resolution), Section 14 (Governing Law), Section 16 (Privacy), Section 17 (SMS Communications), Section 19 (General Provisions), and Section 20 (Contact Information).
   

2.2 Customers.
All provisions of this Agreement apply to Customers. In the event of a conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall prevail to the extent of the conflict.
2.3 Free Trials and Proof of Concept.
Customers accessing the Platform under a free trial or POC are subject to all provisions of this Agreement applicable to Customers, with the following additional terms:

• No service level commitments or uptime guarantees apply during the trial or POC period.

• Beluga Twin may terminate a free trial or POC at any time, for any reason, upon written notice to Customer.

• Upon expiration or termination of a trial or POC, Customer’s access to the Platform will be suspended. Customer Data ingested during the trial or POC period may be deleted after thirty (30) days unless Customer executes an Order Form for a paid subscription.

• A free trial or POC converts to a paid subscription only upon execution of an Order Form by both parties.
   

3. Acceptable Use
You may use the Site and, if applicable, the Platform solely for lawful purposes and in accordance with this Agreement. 
You agree not to:

• Use the Site or Platform in any way that violates any applicable federal, state, local, or international law or regulation.

• Interfere with, disrupt, or attempt to gain unauthorized access to the Site, Platform, servers, or networks connected thereto.

• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to probe, scan, or test the vulnerability of the Site or Platform, or breach any security or authentication measures.

• Use the Site or Platform to transmit any unsolicited or unauthorized advertising, promotional materials, or spam.

• Impersonate or attempt to impersonate Beluga Twin, a Beluga Twin employee, another User, or any other person or entity.

• Use any robot, spider, scraper, or other automated means to access the Site or Platform for any purpose without express written permission from Beluga Twin.

• Use the Site or Platform in any manner that could disable, overburden, damage, or impair the Site or Platform or interfere with any other party’s use thereof.
   

4. Access, License, and Use Restrictions
(Applicable to Customers Only)
4.1 License Grant.
Subject to the terms of this Agreement and the applicable Order Form, Beluga Twin grants to Customer a non-exclusive, non-sublicensable, non-assignable, non-transferable, limited right to access and use the Platform during the Term, solely for Customer’s internal business operations, in the quantity and type of Users as set forth in the applicable Order Form and in accordance with the Documentation. Except for the limited rights expressly granted herein, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Right or other right, title, or interest in or to the Platform. Beluga Twin may, from time to time, provide updates, upgrades, or modifications to the Platform at no additional charge to Customer.

4.2 Restrictions.
Except as expressly permitted herein, Customer shall not, and shall not permit any User or third party to:

• Copy in whole or in part, modify, adapt, translate, or otherwise prepare derivative works of the Platform.

• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Platform.

• Rent, lease, lend, sell, sublicense, distribute, transfer, or otherwise make the Platform available to any third party.

• Bypass or breach any security device, protection mechanism, or access control contained in the Platform.

• Use the Platform for benchmarking, competitive analysis, or developing a competing product or service.

• Use the Platform in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.

• Share login credentials between Users or attempt to circumvent any usage limitations or in-built restrictions of the Platform.

• Use the Platform for any purpose not expressly authorized by this Agreement or the applicable Order Form.
   

4.3 One-Way Data Architecture.
Customer acknowledges that the Platform operates on a strictly one-way (read-only) data communication architecture. Beluga Twin receives data from Customer’s building automation systems (BAS) or building control systems (BCS) for monitoring and analysis purposes only. Beluga Twin does not send commands to, control, or write data back to any building system, equipment, or controller. This architecture is by design and is intended to minimize cybersecurity risk to Customer’s building infrastructure. Customer is solely responsible for any actions taken in response to insights, alerts, or recommendations generated by the Platform.

5. Intellectual Property
5.1 Beluga Twin Ownership.
Customer acknowledges and agrees that:

• Beluga Twin (and/or its licensors and suppliers, as applicable) is and shall be the sole and exclusive owner of all right, title, and interest (including without limitation all Intellectual Property Rights) in and to the Site, Platform, Documentation, and any improvements, modifications, updates, and derivatives thereof, regardless of inventorship or authorship.

• The Platform is protected by various Intellectual Property Rights and is licensed in a limited fashion (not sold) to Customer by Beluga Twin pursuant to this Agreement.

• All content on the Site, including but not limited to text, graphics, logos, icons, images, audio clips, data compilations, and software, is the property of Beluga Twin or its content suppliers and is protected by United States and international copyright, trademark, and other Intellectual Property Rights laws.
   

5.2 Improvements and Feedback.
Beluga Twin shall be and is the sole and exclusive owner of any and all suggestions, enhancement requests, recommendations, improvements, new features, ideas, or other feedback provided by Customer or its Users with respect to the Site, Platform, or Documentation (collectively, “Improvements”), expressly excluding Customer’s Confidential Information and Customer Data. Customer hereby assigns to Beluga Twin all right, title, and interest in and to any Improvements and waives any claim of ownership, compensation, or credit with respect thereto. Customer shall have no recourse to the Improvements.
 
5.3 Customer Cooperation.
During the Term, Customer shall: (a) take all commercially reasonable steps to safeguard Beluga Twin’s Intellectual Property Rights from infringement, misappropriation, theft, misuse, or unauthorized access; (b) promptly notify Beluga Twin in writing if Customer becomes aware of any actual or suspected infringement of Beluga Twin’s Intellectual Property Rights; and (c) at Beluga Twin’s sole expense, reasonably cooperate with and assist Beluga Twin in the conduct of any action to prevent or abate any actual or threatened infringement of Beluga Twin’s Intellectual Property Rights.
 
6. Customer Data and Data Rights
(Applicable to Customers Only)
 
6.1 Ownership of Customer Data.
As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all Building Data ingested into the Platform from Customer’s building systems. Nothing in this Agreement shall be construed to transfer ownership of Customer Data to Beluga Twin.
 
6.2 License to Customer Data.
Customer hereby grants to Beluga Twin a fully paid-up, perpetual, worldwide, irrevocable, non-exclusive, sublicensable (solely to Beluga Twin’s service providers as necessary to perform under this Agreement), and transferable license to use, reproduce, modify, analyze, and create derivative works from Customer Data, including Building Data, for the following purposes: (a) providing, operating, and improving the Platform and related services; (b) developing new features, products, and analytics capabilities; (c) generating aggregated, de-identified benchmarking data and industry insights; and (d) any other purpose reasonably related to Beluga Twin’s business, provided that Beluga Twin shall not disclose Customer Data in a form that identifies Customer to any third party without Customer’s prior written consent. This license survives the termination or expiration of this Agreement.
 
7. Fees and Payment
(Applicable to Customers Only)
 
7.1 Fees.
All fees and payment terms shall be as set forth in the applicable Order Form. Customer shall pay all fees in accordance with this Agreement and the Order Form. Fees are stated and payable in United States Dollars (USD). Unless otherwise specified in the applicable Order Form, fees are exclusive of all taxes, and Customer shall be responsible for all applicable taxes (excluding taxes based on Beluga Twin’s net income).
 
7.2 Payment Terms.
Unless otherwise specified in the applicable Order Form, fees are due and payable within thirty (30) calendar days from Customer’s receipt of Beluga Twin’s invoice (Net 30).
 
7.3 Late Payments.
If any amount is not paid when due, Beluga Twin shall be entitled to: (a) impose a late charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) on all overdue amounts; (b) recover from Customer all costs and expenses incurred in connection with collection, including reasonable attorneys’ fees; (c) suspend Customer’s access to the Platform upon fifteen (15) days’ prior written notice of non-payment; and (d) pursue any other remedy available under applicable law or this Agreement.
 
7.4 Non-Refundable Fees.
Except as expressly set forth in this Agreement or an Order Form, all fees are non-refundable and non-cancelable. Customer’s obligation to pay fees is unconditional and not subject to setoff, deduction, or counterclaim.
 
8. Confidentiality
8.1 Definition.
Each party (a “Disclosing Party”) may disclose or make available confidential information to the other party (the “Receiving Party”). “Confidential Information” means information in any form (whether oral, written, electronic, or otherwise) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked or designated as “confidential.” Without limiting the foregoing: (a) the Platform and all related technology constitute Confidential Information of Beluga Twin; and (b) the financial terms of this Agreement and any Order Form are the Confidential Information of both parties.
 
8.2 Exclusions.
Confidential Information does not include information that the Receiving Party can demonstrate by documentary records:

• Was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed in connection with this Agreement;

• Was or becomes generally known by the public other than through the Receiving Party’s or its representatives’ breach of this Agreement;

• Was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not under any obligation to maintain its confidentiality; or

• Was or is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

8.3 Obligations.
The Receiving Party shall:

• Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement;

• Not disclose Confidential Information to any third party except to its employees, officers, consultants, agents, and contractors (“Representatives”) who: (i) need to know such Confidential Information for purposes of performing under this Agreement; (ii) have been informed of the confidential nature thereof; and (iii) are bound by confidentiality obligations at least as protective as those set forth herein;

• Safeguard Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care; and

• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use commercially reasonable efforts to prevent further unauthorized use or disclosure.
   

8.4 Compelled Disclosures.
If the Receiving Party is compelled by applicable law to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by law: (a) promptly and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party may seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party in challenging such disclosure. If, after providing notice and assistance, the Receiving Party remains legally required to disclose, it shall disclose only that portion of the Confidential Information that is legally required and shall use best efforts to obtain assurances that such information will be afforded confidential treatment.
 
9. Representations and Warranties
9.1 Mutual Representations.
Each party represents, warrants, and covenants to the other party that:

• It has the legal capacity, power, and authority to enter into this Agreement and to perform its obligations hereunder;

• The execution of this Agreement has been duly authorized by all necessary corporate or organizational action; and

• It shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement.
   

9.2 Customer Representations.
Customer further represents, warrants, and covenants that:

• Customer has all necessary rights and authority to provide Customer Data to Beluga Twin and to grant the licenses set forth in Section 6;

• Customer Data does not and will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party;

• Any information provided by Customer to Beluga Twin is accurate, complete, and not misleading; and

• Customer’s use of the Platform will comply with all applicable laws and regulations, including any requirements related to building systems, data access, and data privacy.
   

9.3 Beluga Twin Limited Warranty.
Beluga Twin represents and warrants that: (a) the Platform will perform substantially in accordance with the Documentation during the Term; and (b) Beluga Twin will provide the Platform in compliance with all applicable laws. Beluga Twin’s sole liability, and Customer’s exclusive remedy, for any breach of the warranty in clause (a) is that, if reported to Beluga Twin in writing within thirty (30) days of discovery, Beluga Twin will use commercially reasonable efforts to correct the non-conformity. If Beluga Twin is unable to correct the non-conformity within a commercially reasonable timeframe, Customer may terminate the applicable Order Form and receive a pro-rata refund of prepaid fees for the unused portion of the then-current Term.
 
10. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 9.3, THE SITE, PLATFORM, DOCUMENTATION, AND ALL INFORMATION, CONTENT, MATERIALS, DATA, INSIGHTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITE OR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BELUGA TWIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, BELUGA TWIN MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SITE OR PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SITE OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS, INSIGHTS, OR DATA OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED; OR (E) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BELUGA TWIN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY BUILDING PERFORMANCE INSIGHTS, ANALYTICS, ALERTS, OR RECOMMENDATIONS GENERATED BY THE PLATFORM. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM PROVIDES INFORMATIONAL INSIGHTS ONLY AND THAT ALL DECISIONS REGARDING BUILDING OPERATIONS, MAINTENANCE, REPAIRS, AND EQUIPMENT ARE THE SOLE RESPONSIBILITY OF CUSTOMER AND ITS QUALIFIED PERSONNEL. BELUGA TWIN SHALL NOT BE LIABLE FOR ANY ACTIONS TAKEN OR NOT TAKEN BY CUSTOMER IN RELIANCE ON PLATFORM OUTPUTS.
 
11. Limitation of Liability
11.1 Exclusion of Consequential Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BELUGA TWIN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUES, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS OF OR DAMAGE TO DATA; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) BUSINESS INTERRUPTION; OR (F) ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, OR THE PLATFORM, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
 
11.2 Aggregate Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BELUGA TWIN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO BELUGA TWIN UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR SITE VISITORS WHO ARE NOT CUSTOMERS, BELUGA TWIN’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
 
11.3 Exceptions.
The limitations set forth in Sections 11.1 and 11.2 shall not apply to: (a) either party’s indemnification obligations under Section 12; (b) Customer’s breach of Section 4.2 (Restrictions) or Section 5 (Intellectual Property); (c) Customer’s breach of Section 8 (Confidentiality); or (d) Customer’s payment obligations under Section 7.
 
11.4 Basis of the Bargain.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES REPRESENTS AN AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
 
12. Indemnification
12.1 Customer Indemnification.
Customer shall indemnify, defend, and hold harmless Beluga Twin and its officers, directors, employees, agents, successors, and assigns (the “BT Indemnitees”) from and against any and all Losses incurred by BT Indemnitees arising out of or relating to any third-party claim, action, demand, or proceeding (“Action”) resulting from:

• Customer’s or any User’s use of the Site or Platform, including any actions taken or not taken in reliance on Platform outputs, insights, alerts, or recommendations;

• Customer Data, including any claim that Customer Data infringes, misappropriates, or otherwise violates the Intellectual Property Rights or other rights of any third party;

• Any breach by Customer of any representation, warranty, covenant, or obligation under this Agreement;

• Customer’s violation of any applicable law, rule, or regulation;

• The use or combination of the Platform by Customer or any User with any hardware, software, system, network, or service that is neither provided nor authorized by Beluga Twin;

• Any instance of negligence, willful misconduct, or more culpable act or omission by Customer or its Users in connection with the Platform or this Agreement; and

• Any bodily injury, death, or damage to real or personal property caused by Customer’s or its Users’ acts or omissions in connection with building operations, maintenance, or repairs, whether or not informed by insights from the Platform.
   

12.2 Indemnification Procedure.
A party seeking indemnification (the “Indemnitee”) shall: (a) promptly notify the indemnifying party (the “Indemnitor”) in writing of any Action for which indemnification is sought; (b) grant the Indemnitor sole control of the defense and settlement of such Action (provided that the Indemnitor shall not settle any Action in a manner that adversely affects the Indemnitee’s rights without the Indemnitee’s prior written consent, which shall not be unreasonably withheld); and (c) provide reasonable cooperation to the Indemnitor, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in the defense of any Action at its own cost with counsel of its choosing. The Indemnitee’s failure to provide timely notice shall not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced by such failure.
 
13. Dispute Resolution
13.1 Informal Negotiation.
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”) through good-faith informal negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the Dispute informally.
 
13.2 Mediation.
If the Dispute is not resolved through informal negotiation within the thirty (30) day period, either party may initiate non-binding mediation administered by JAMS pursuant to its then-current mediation rules. The mediation shall take place in Ada County, Idaho, unless the parties mutually agree to an alternative location or virtual mediation. The costs of mediation shall be shared equally between the parties, with each party bearing its own attorneys’ fees. The parties shall participate in the mediation in good faith and shall endeavor to resolve the Dispute within sixty (60) days of the initiation of mediation.
 
13.3 Binding Arbitration.
If the Dispute is not resolved through mediation, either party may submit the Dispute to final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with JAMS rules. The arbitration shall take place in Ada County, Idaho. The arbitrator shall have the authority to grant any remedy that would be available in a court of competent jurisdiction, and judgment on the arbitral award may be entered in any court having jurisdiction thereof. The arbitrator shall issue a written decision including findings of fact and conclusions of law.
 
13.4 Class Action Waiver.
YOU AND BELUGA TWIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, CONSOLIDATED, MULTI-DISTRICT, OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
 
13.5 Jury Trial Waiver.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE PLATFORM, OR ANY TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
13.6 California Resident Waiver.
IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION.
 
13.7 Equitable Relief.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, Confidential Information, or other proprietary rights, without the requirement of posting a bond or proving actual damages. Such equitable remedies are in addition to, and not in lieu of, all other remedies available under this Agreement, at law, or in equity. Customer acknowledges and agrees that a breach by Customer of Section 4.2 (Restrictions), Section 5 (Intellectual Property), or Section 8 (Confidentiality) would cause Beluga Twin irreparable harm for which monetary damages would not be an adequate remedy.
 
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law provisions. Subject to the dispute resolution provisions of Section 13, any legal action or proceeding arising out of or related to this Agreement that is not subject to arbitration shall be instituted exclusively in the federal courts of the United States or the state courts of the State of Idaho, in each case located in Ada County, Idaho. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding and waives any objection to venue or jurisdiction, including any objection based on inconvenient forum.
 
15. Term and Termination
15.1 Term.
This Agreement commences on the date you first access the Site or Platform and continues until terminated in accordance with this Section 15. For Customers, each Order Form becomes effective upon execution by both parties and continues for the period specified therein (the “Initial Term”). At the expiration of the Initial Term, each Order Form shall automatically renew for successive periods of one (1) year (each a “Renewal Term,” and together with the Initial Term, the “Term”) on the same terms and conditions, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current Term. Beluga Twin reserves the right to increase fees upon renewal, with such increase to be communicated in writing at least thirty (30) days prior to the start of the Renewal Term.
 
15.2 Termination.
This Agreement may be terminated as follows:

• By Beluga Twin for Payment Failure: Effective upon written notice to Customer if Customer fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after written notice thereof.

• By Either Party for Material Breach: Effective upon written notice if the other party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after written notice describing the breach in reasonable detail.

• By Beluga Twin for Insolvency: Effective immediately upon written notice if Customer: (i) is dissolved or liquidated; (ii) becomes insolvent or generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding; (iv) makes a general assignment for the benefit of its creditors; or (v) has a receiver, trustee, or custodian appointed for a substantial part of its property.

• By Beluga Twin for Convenience (Site): Beluga Twin may modify, suspend, or discontinue the Site (or any part thereof) at any time, with or without notice, without liability to any Site Visitor.
   

15.3 Effect of Termination.
Upon termination or expiration of this Agreement or any Order Form:

• All rights, licenses, and authorizations granted to Customer hereunder shall immediately terminate, and Customer shall immediately cease all use of the Platform.

• Within ten (10) days, Customer shall destroy and permanently erase from all devices and systems under Customer’s direct or indirect control all copies of the Platform, Documentation, and Beluga Twin’s Confidential Information, and shall certify such destruction in writing to Beluga Twin.

• Customer shall pay to Beluga Twin all amounts payable under this Agreement within fifteen (15) days of termination or expiration. All fees that have accrued are non-refundable and non-cancelable, except as expressly provided in Section 9.3.

• The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including without limitation Sections 1, 5, 6.2, 7 (with respect to accrued obligations), 8, 10, 11, 12, 13, 14, and 19.
   

16. Privacy
Your use of the Site and Platform is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. Please review our Privacy Policy. By using the Site or Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.
 
17. SMS Communications
Beluga Twin may offer SMS text messaging communications to Users who provide their prior express written consent in accordance with the Telephone Consumer Protection Act (“TCPA”) and applicable state laws. By opting in to receive SMS messages, you consent to receive automated text messages from Beluga Twin at the phone number you provide. Consent to receive SMS messages is not a condition of purchasing or using our services.
You may opt out of SMS messages at any time by:

• Replying STOP to any SMS message from Beluga Twin; or

• Disabling SMS notifications within your Platform account settings.

Message and data rates may apply. Message frequency varies based on your Platform activity and notification preferences. For help, reply HELP to any message or contact us at the information provided in Section 20.
 
18. Export Compliance
The Platform and related technology are subject to United States export control laws and regulations. Customer shall comply with all applicable export and import laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer represents and warrants that it is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that Customer is not listed on any U.S. government restricted or denied parties list.
 
19. General Provisions
19.1 Entire Agreement.
This Agreement, together with all Order Forms and exhibits, schedules, or addenda incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail to the extent of the conflict.
 
19.2 Assignment.
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that Beluga Twin may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities (including any transaction in which a third party acquires fifty percent (50%) or more of Beluga Twin’s voting securities or equity interests). Any attempted assignment in violation of this Section is null and void. This Agreement shall bind and inure to the benefit of each party’s permitted successors and assigns.
 
19.3 Independent Contractors.
The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create any agency, partnership, franchise, joint venture, or employment relationship between the parties. Neither party shall have the power or authority to bind or obligate the other party in any manner.
 
19.4 Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and all remaining provisions shall continue in full force and effect. If such modification is not possible, the invalid provision shall be severed, and the remainder of this Agreement shall be enforced to the fullest extent permitted by law.
 
19.5 Waiver.
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
 
19.6 Force Majeure.
Except for payment obligations, neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from any cause beyond such party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, internet or telecommunications failures, or cyberattacks on third-party infrastructure. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of such event.
 
19.7 Notices.
Any notice required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon delivery if delivered personally or by nationally recognized overnight courier; (b) upon sending if sent by email (with confirmation of receipt); or (c) two (2) business days after deposit in the United States mail, certified or registered, return receipt requested. Notices to Beluga Twin shall be sent to: Beluga Twin, Inc., 967 E Parkcenter Blvd #450, Boise, ID 83706. Notices to Customer shall be sent to the address set forth on the applicable Order Form. Routine operational notices (maintenance, updates, downtime) may be delivered via the Platform or email and shall be effective upon delivery.
 
19.8 Amendments.
No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Notwithstanding the foregoing, Beluga Twin reserves the right to modify this Agreement for legal and regulatory compliance purposes upon thirty (30) days’ prior written notice to Customer (email and notice via the Platform being expressly sufficient). Customer’s continued use of the Platform following the effective date of such modification constitutes acceptance of the modified terms. If Customer does not agree to the modified terms, Customer’s sole remedy is to terminate this Agreement in accordance with Section 15.
 
19.9 Prevailing Party.
In any action or proceeding to enforce this Agreement or any provision hereof, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which such party may be entitled.
 
19.10 Third-Party Links and Services.
The Site or Platform may contain links to third-party websites or services that are not owned or controlled by Beluga Twin. Beluga Twin has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Beluga Twin shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third-party content, goods, or services.
 
19.11 Headings; Construction.
Headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Ambiguities shall not be construed against the drafting party. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.”
 
19.12 Survival.
The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including without limitation provisions relating to intellectual property, confidentiality, data licensing, limitation of liability, indemnification, dispute resolution, and governing law.
 
19.13 Insurance.
Company maintains commercially reasonable insurance coverage appropriate to the nature of its services, which may include general commercial liability, professional liability, and cyber liability insurance. Company reviews and updates such coverage as appropriate to its operations.
 
19.14 Changes to Terms for Site Visitors.
Beluga Twin reserves the right to modify the terms applicable to Site Visitors at any time. We will post the updated terms on the Site with a revised “Effective Date.” Your continued use of the Site after any changes constitutes acceptance of the new terms.
 
20. Contact Information
If you have any questions about this Agreement, please contact us at:
Beluga Twin Inc.
967 E Parkcenter Blvd #450
Boise, ID 83706
Email: info@belugatwin.com
 
By using the Site or Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

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