Welcome to CyberLSI!  We provide a software platform that streamlines secure login management so businesses can enable customers to securely login to systems with maximum convenience. This End User License and Services Agreement (this “Agreement”) is made by and between Lightning Strike, Inc. (“CyberLSI” or “Company“), and you, the user (“you”, “your” or “User”). CyberLSI and User may be referred to herein individually as a “Party” and collectively as the “Parties.”

This Agreement, together with the CyberLSI Privacy Policy, contains the complete terms and conditions that govern the use of the Company’s software platform, website, mobile application, and all related widgets, tools, data, software and all related services provided by CyberLSI (“CyberLSI Services“). BY CLICKING THE “I AGREE” BUTTON BELOW OR BY ACCESSING, REGISTERING AN ACCOUNT, OR OTHERWISE USING THE CYBERLSI SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE CYBERLSI SERVICES. COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT COMPANY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

1. SERVICES.

1.1       General. This Agreement applies to all CyberLSI Services provided by CyberLSI, including your use of the CyberLSI Services to manage and streamline secure logins through integration with certain third-party products or services. The Parties understand that certain third-party products or services may be subject to additional terms and conditions, as further defined herein.

1.2       Services. CyberLSI agrees to provide User access to the CyberLSI Services and provide all other services necessary for productive use of such CyberLSI Services including integration, management, technical support, maintenance, and professional services as agreed upon between CyberLSI and User’s business (“Master Services Agreement”). The Master Services Agreement incorporates this Agreement in its entirety. If any term or provision in the Master Services Agreement modifies or conflicts with the terms or conditions contained in this Agreement, this Agreement shall control. Provisions in the Master Services Agreement that are in addition to or different from any terms and conditions in this Agreement shall not become part of this Agreement.

2. LICENSE.

2.1       Licensed Uses and Restrictions. Subject to the terms and conditions of this Agreement (including the payment of all applicable fees), CyberLSI hereby grants you a worldwide (except as limited below), non-exclusive, non-sublicensable license to use the CyberLSI Services as permitted under the terms of this Agreement. This Agreement defines the legal use of the CyberLSI Services, all Updates, revisions, substitutions, and any copies of the CyberLSI Services. All rights not expressly granted to you are reserved by CyberLSI.

1. Subject to the restrictions set forth in this Agreement, you may use the CyberLSI Services and any Updates provided by CyberLSI solely to interface with CyberLSI’s Platform and any CyberLSI Services ordered by you. Your license to the CyberLSI Services under this Agreement continues until it is terminated by either Party. CyberLSI may make changes, or upgrades to all or any portion of any CyberLSI Services at any time for any reason.
2. You will use the CyberLSI Services in compliance with all Applicable Laws.
3. CyberLSI shall provide Updates at no additional charge to User. CyberLSI shall provide User with notice prior to implementing any Update, and User shall not make any Update that decreases the security, and/or functions of the CyberLSI Services. 
4. You shall NOT:
5. Use or otherwise access CyberLSI Services until you have received approval from CyberLSI which shall not be unreasonably withheld.
6. Use the CyberLSI Services in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement.

• Modify, adapt, alter, translate or create derivative works from any CyberLSI Services.

1. Copy, distribute, publicly display, transmit, sell, lease, share, transfer, sublicense, or otherwise exploit the CyberLSI Services, or access.
2. Intentionally use the CyberLSI Services in a manner that materially degrades the CyberLSI Service.
3. Otherwise exercise rights to the CyberLSI Services except as expressly allowed by this Agreement.

• Reverse engineer or attempt to reconstruct, identify or discover any underlying ideas. underlying user interface techniques or algorithms related to the CyberLSI Services.
• Remove, obscure or alter any CyberLSI’s (or any of its partner’s) copyright notices, trademarks or other proprietary rights notices affixed to or contained within the CyberLSI Services.

2.2       Ownership and Relationship of Parties. The CyberLSI Services may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. CyberLSI’s rights apply to the CyberLSI Services and all output and executables of the CyberLSI Services. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Agreement. CyberLSI (or its partners and vendors) owns all rights, title, and interest in and to the CyberLSI Services. This Agreement grants you no right, title, or interest in any intellectual property owned or licensed by CyberLSI or any third party, including (but not limited to) the CyberLSI Services and CyberLSI trademarks.

3. YOUR CYBERLSI ACCOUNT.

3.1   Access. Access to the CyberLSI Services are only available to registered users who have expressly agreed to the terms and conditions of this Agreement. To access the CyberLSI Services, you will be asked to provide certain registration details. It is a condition of your use of the CyberLSI Services that all the information you provide to the Company is correct, current, and complete. You agree that all information you provide to register with the CyberLSI Services or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

CyberLSI has the right to disable any user name, password or other identifier, whether chosen by you or provided by CyberLSI, in appropriate circumstances, as determined by CyberLSI, and may, with or without prior notice, suspend, terminate, or delete your account if activities occur on that account which would or might constitute a violation of this Agreement or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

3.2    Account Requirements. CyberLSI shall provide User with all necessary Account Integration Requirements, including but not limited to functional and/or technical specifications relating to all available functions and features of CyberLSI’s Services, in any document form and oral or written guidance from CyberLSI’s personnel during the integration. Prior to making the User Account available, User will ensure that all Integration Requirements have been met and the User’s Use complies with all Applicable Law, rules, and regulations.

4. 4. OWNERSHIP AND DATA.

4.1    CyberLSI Platform and Technology. User acknowledges that CyberLSI retains all rights, title and interest in and to the CyberLSI Services, and that the CyberLSI Services are protected by intellectual property rights owned by or licensed to CyberLSI.  Other than as expressly set forth in this Agreement, no license or other rights in the CyberLSI Services are granted to the User. In addition, nothing in this Agreement gives User any rights to the information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions owned by any third-party service provider to CyberLSI.

4.2    User Data. User retains all rights, title and interest in and to the User Data. User hereby grants to CyberLSI a non-exclusive, worldwide, royalty-free and fully paid up license to: (a) access and use User Data to provide the CyberLSI Services to User; provided, that, the license grant shall be perpetual and irrevocable and any use of such User Data shall be in compliance with all Applicable Law. User represents and warrants that it has all necessary rights to grant CyberLSI the foregoing licenses. Notwithstanding the foregoing, to the extent an Applicable Law requires CyberLSI to delete Personal Information upon request, CyberLSI shall comply with all such laws, rules and regulations even if such information is User Data. In the event CyberLSI is required to delete User Data as a result of this provision, CyberLSI will promptly notify User.

4.3       Data Privacy. Each Party shall comply with all applicable privacy laws, rules and regulations.

4.4       Data Security.

1. CyberLSI Obligations. CyberLSI will maintain commercially reasonable administrative, technical, and physical controls to protect User Data stored in its servers from unauthorized access, accidental loss, or modification. CyberLSI shall cooperate fully (and shall take commercially reasonable efforts to ensure full cooperation from its third-party service providers) and engage in any commercially reasonable efforts to locate and prosecute the perpetrator of any program fraud and User shall bear the costs of such efforts.
2. User will maintain throughout the Term (as defined below), reasonable and appropriate and industry standard administrative, physical and technical measures designed to protect data against loss and unauthorized access, disclosure and use in compliance with all Applicable Law (the “Data Safeguards”). In addition, during the Term, User will maintain physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of all data processed and sent to CyberLSI through the CyberLSI Services.
3. In the event User becomes aware of any loss or unauthorized access, disclosure or use of any User Data that resides on CyberLSI’s systems or is in possession of User (“Security Breach”), User will (i) promptly notify CyberLSI in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach and subsequent communication about the Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks. In the event CyberLSI becomes aware of any loss or unauthorized access, disclosure or use of any User Data held by CyberLSI (“CyberLSI Security Breach”), CyberLSI will (i) promptly notify User in writing of such CyberLSI Security Breach, and (ii) take reasonable steps to identify the cause of such CyberLSI Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any CyberLSI Security Breach and subsequent communication about the CyberLSI Security Breach will describe, to the extent known, details of the CyberLSI Security Breach, including steps taken to mitigate the potential risks. 

5. DISCLAIMER OF WARRANTIES.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO OTHER REPRESENTATIONS AND WARRANTIES ARE GIVEN BY CYBERLSI OR USER AND THE CYBERLSI SERVICES, AND OTHER SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN PARTICULAR, NO THIRD-PARTY SERVICE PROVIDER TO CYBERLSI MAKES ANY WARRANTIES UNDER THIS AGREEMENT AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

6. TERMINATION

We reserve the right to disallow, cancel, remove, or reassign certain usernames in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend, terminate, and delete your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of this Agreement or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

You may terminate your account at any time through the CyberLSI Services, or you can contact us at eula@cyberlsi.com

7. LIMITATION OF LIABILITY AND INDEMNIFICATION.

7.1   Limitation of Liability. SUBJECT TO APPLICABLE LAWS IN YOUR JURISDICTION, IN NO EVENT WILL CYBERLSI BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH THIS AGREEMENT, OR YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE CYBERLSI SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER CYBERLSI OR USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 

7.2   Indemnification. If any Claim is instituted by a third party against CyberLSI or its affiliates or  its and their employees, directors, agents, representatives, successors and assigns (“CyberLSI Indemnitees”) relating to (a) User’s breach of this Agreement, (b) User’s use of the CyberLSI Services in violation of any Applicable Law or not in accordance with this Agreement, (c)  a third party’s claim that CyberLSI’s Services in accordance with this Agreement and any instructions provided by User misappropriate, violate, or infringe any third-party intellectual property right, or (d) any Security Breach, User will indemnify, defend and hold harmless CyberLSI, its successors, assigns, affiliates, agents, directors, officers, employees, and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees.

8. THIRD PARTY SOFTWARE AND SERVICES

The CyberLSI Services provide you with access to and/or integration with third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”).

CyberLSI does not have or maintain any control over External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, CyberLSI does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

External Services have their own terms and conditions and/or privacy policy and may have different practices and requirements to those operated by CyberLSI with respect to the CyberLSI Services. You are solely responsible for reviewing any terms and conditions, privacy policy, or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from harmful or destructive content and material that may be included on or may emanate from any External Services.

CyberLSI disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against CyberLSI with respect to the content or operation of any External Services.

9. GENERAL TERMS.

9.1       Disputes and Governing Law. 

1. Informal Resolution. In the event of any dispute, controversy or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (hereinafter, a “Dispute”), the Party raising such Dispute shall notify the other promptly. The Parties shall cooperate and attempt in good faith to resolve any Dispute promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of this Agreement that are the subject of the Dispute.

1. Arbitration. Any Dispute which cannot otherwise be resolved as provided in paragraph (a) above – including any dispute as to the scope or validity of this arbitration provision – shall be resolved by arbitration conducted in accordance with JAMS’s shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator, or, if the arbitral demand or any counterclaim asserts claims in excess of ten million dollars ($10 million), a panel of three arbitrators. In the case of a single arbitrator, such arbitrator may be appointed by agreement of the Parties within fourteen (14) days of receipt of the arbitral demand. Failing such agreement, the arbitrator shall be appointed pursuant to the procedure set out in the JAMS Rules. In the case of a three-arbitrator panel, one shall be appointed by each Party and the third by the two other arbitrators, with any failure to agree addressed as prescribed in the JAMS Rules. The place of arbitration shall be New York, New York, unless the Parties agree to another location. The arbitral award shall be final and binding. The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.

1. Judicial Recourse. Notwithstanding the provision of paragraph (b) above, each Party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection until the arbitrator(s) can be empaneled and determine whether and in what form such measures should be continued, and (iii) to enforce any decision of the arbitrator, including the final award. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the California, for purposes of clauses (i) and (ii) of this paragraph but may seek relief in any court that otherwise may possess jurisdiction over the Parties with respect to clause (iii).

1. Governing Law. This Agreement will be governed by and construed in accordance with U.S. federal law and the laws of the State of California without regard to its conflicts or choice of laws principles.

9.2   Severability. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

9.3   Waiver. No waiver of any right under, or breach of, this Agreement will be effective unless in writing and signed by an authorized representative of the Party against whom the waiver is sought to be enforced. No delay or failure by either Party to exercise any right under this Agreement, and no partial exercise of any right under this Agreement, will constitute a waiver of that right or any other right. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

CONTACT INFORMATION

For questions or comments about this Agreement, please email us at eula@cyberlsi.com

ACKNOWLEDGEMENT

BY CLICKING THE “I AGREE” BUTTON” OR REGISTERING WITH THE CYBERLSI SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY IT.

Last Updated: June 18, 2025

Exhibit A

Service Level Agreement

This Addendum governs the availability and service provided by CyberLSI (together, the “Service Levels”). The Service Levels are subject to all terms and conditions of this Addendum and the End User License and Services Agreement (the “Agreement”). Capitalized terms not otherwise defined herein have the meaning assigned to them under the Agreement. 

1. Service Level Agreement.

1.1. Uptime Level. CyberLSI Services shall be available no less than 99.9% of the total number of minutes in any given calendar month (“Uptime Level”) as reasonably measured and monitored by CyberLSI. Uptime Level will be calculated on a monthly basis using the following formula: 

[(X – Y) / X ] * 100%

Where:

X = Scheduled Availability; and

Y = Unscheduled Downtime

“Scheduled Maintenance” means any scheduled outages or down-time for maintenance, upgrades, enhancements or changes to the CyberLSI Services.

“Scheduled Availability” means total minutes in a specific calendar month minus Scheduled Maintenance.

“Unscheduled Downtime” means total downtime in a specific month minus Scheduled Maintenance.

1.2. Support. CyberLSI shall provide Support to the User as defined in Table 1.

1.2.1 Severity Level Definition: Notwithstanding anything to the contrary in this Agreement, the Parties agree to the Severity Level Definitions in Table 1.

Table 1

Severity Level of Alert	Description	Response Time
Login Authentication	User login requests	normally processed within 10 seconds
Push Notification Delivery	Push notifications for multi-factor authentication and workflow approvals	normally delivered within 10 seconds
Critical Issues	Any security-related incidents (e.g., unauthorized access)	4 hours
Non-Critical Issues	Non-security-related issues (e.g., performance bugs)	48 hours
User Support	Inquiries or technical issues raised by business users.  The time needed to resolve the issue to completion will be determined based on individual scenarios.	1 business day

 

1.2.2. User, at the time it reports an alert to CyberLSI, shall in good faith designate the Severity Level for such alert, using the definitions below. CyberLSI agrees not to modify such designation without first consulting with the User, provided however, that if an issue is determined that the root cause of an incident is outside the CyberLSI system or control, then CyberLSI may modify the designation of such incident; provided further, that CyberLSI shall notify User before modifying the designation.

1.2.3. Response time shall be measured from the moment an alert is discovered by or reported to CyberLSI and CyberLSI’s meaningful acknowledgment of the alert:  Updates will be posted on the status page every 2 hours for S1 and S2 and as needed.

2. Exclusions. The Service Levels provided herein shall not apply under the following cases:

2.1.1. During a scheduled maintenance as previously informed by CyberLSI (Section 3) 

2.1.2. Events that occur due to a failure or omission of the User or a User’s third-party, including, but not limited, to User equipment, software or other technology and/or User’s third-party equipment, software or other technology; 

2.1.3. Services are suspended by CyberLSI as provided in the Agreement; and 

2.1.4. Any failure to meet the Service Level due to failure of third-party service providers who are outside of CyberLSI’s direct controls.

3. Maintenance.

3.1 Notice. CyberLSI shall provide User with advance written notice of any Scheduled Maintenance. An e-mail or notification through CyberLSI’s platform of such Scheduled Maintenance shall be sufficient.

3.2 Maintenance Hours. Unplanned Maintenance shall be minimized.

4. Relationship to Agreement. All terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict of this Addendum and the terms and conditions of the Agreement, the

User Support Contact Information

• Phone: 1-844-CYBER-LSI
• E-mail: eula@cyberlsi.com

If all Support Service Desk agents are unavailable at any time, messages will be returned within 1 business day of the message being left.