FiberLytic Terms of Service

Version 1.0

Effective Date: April 17, 2026

These Terms of Service ("Terms") constitute a binding agreement between Provium Tech Inc., with a principal place of business at 11366 Flame Willow Lane, Knoxville, TN 37932, operating the FiberLytic platform ("Provium," "we," "us," or "our"), and the customer identified on the applicable Service Order or sign-up form ("Customer," "you," or "your"). By executing a Service Order, creating an account, or accessing the FiberLytic platform, Customer agrees to be bound by these Terms.

1. DEFINITIONS

1.1 "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service through a unique login credential.

1.2 "Customer Data" means all data, information, content, and materials that Customer or its Authorized Users input, upload, or submit to the Service, including production data, project records, photographs, financial records, and personnel information.

1.3 "Documentation" means the user guides, technical specifications, and product documentation made available by Provium for the Service.

1.4 "Service" or "FiberLytic" means the subscription-based software-as-a-service platform provided by Provium under the FiberLytic brand, including all features, modules, updates, and associated Documentation.

1.5 "Service Order" means an ordering document referencing these Terms and specifying the subscription plan, fees, term, and other commercial terms.

1.6 "Subscription Term" means the period during which Customer is authorized to access and use the Service, as specified in the applicable Service Order, including the Initial Term and any Renewal Terms.

2. SERVICE AND ACCESS

2.1 Grant of Access. Subject to these Terms and payment of applicable fees, Provium grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service solely for Customer's internal business operations.

2.2 Updates and Modifications. Provium may update, improve, or modify the Service from time to time. Provium will not materially reduce the core functionality of the Service during any paid Subscription Term without providing reasonable advance notice. New features may be added at Provium's discretion.

2.3 Third-Party Services. The Service may integrate with or link to third-party services. Provium is not responsible for the performance or availability of third-party services, and Customer's use of such services is governed by the applicable third-party terms.

3. ACCOUNTS AND AUTHORIZED USERS

3.1 Account Security. Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under its account. Customer shall notify Provium promptly of any unauthorized access.

3.2 Authorized Users. Each Authorized User must use a unique login credential. Sharing of login credentials among multiple individuals is prohibited. Customer is responsible for the acts and omissions of its Authorized Users.

3.3 User Counts. The number of included Authorized Users is specified in the applicable Service Order. Additional Authorized Users beyond the included count will be billed at the per-user rate specified in the Service Order.

4. SUBSCRIPTION, TRIAL, AND RENEWAL

4.1 Free Trial. If Customer is offered a free trial period (the "Trial Period"), Customer may access the Service without charge for the duration of the Trial Period, subject to these Terms. Customer may cancel at any time during the Trial Period by providing written notice to contact@fiberlytic.com, in which case no subscription fees will be charged.

4.2 Conversion to Paid Subscription. If Customer does not cancel during the Trial Period, the Trial Period will automatically convert to a paid subscription on the day following the end of the Trial Period. Customer will be charged the monthly subscription fee specified in the Service Order, and the Initial Term will begin on the billing start date.

4.3 Initial Term. The Initial Term is specified in the Service Order. The Initial Term is non-cancelable, and Customer is obligated to pay all fees for the Initial Term except as expressly provided in Section 13.

4.4 Renewal. Following the Initial Term, the subscription will automatically renew for successive twelve-month periods ("Renewal Terms") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Any increase in the per-period fee at renewal will not exceed ten percent (10%) over the previous term's rate, unless otherwise agreed in the applicable Service Order.

5. FEES AND PAYMENT

5.1 Fees. Customer shall pay all fees specified in the applicable Service Order. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable, except as expressly provided in these Terms.

5.2 Billing. Provium will bill monthly subscription fees in advance, on the billing start date and each monthly anniversary thereafter, through the payment method on file. Additional user fees, overages, or other variable charges will be billed in arrears on the next monthly invoice.

5.3 Taxes. Fees are exclusive of all applicable sales, use, value-added, or similar taxes. Customer is responsible for all such taxes, excluding taxes on Provium's net income.

5.4 Late Payment. Any payment not received when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse Provium for all reasonable costs of collection, including attorneys' fees.

5.5 Disputed Charges. Customer must notify Provium in writing of any disputed charge within thirty (30) days of the invoice date. Failure to dispute within this period constitutes acceptance of the charge.

5.6 Payment Failure and Chargebacks. If payment fails or is reversed through chargeback, Provium may suspend Service access until payment is restored. Repeated payment failures may result in termination under Section 13.

6. ACCEPTABLE USE

6.1 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, or disassemble the Service; (b) access the Service to build a competitive product; (c) resell, sublicense, or distribute the Service; (d) use the Service in violation of applicable laws; (e) upload malicious code or attempt to disrupt the Service; (f) use the Service to store or transmit content that infringes third-party rights or violates applicable law; or (g) exceed the scope of access granted in the applicable Service Order.

6.2 Suspension for Misuse. Provium may suspend access to the Service, in whole or in part, if Customer violates Section 6.1 and fails to cure within five (5) business days of written notice, or immediately if the violation poses a material risk to the Service or other users.

7. CUSTOMER DATA

7.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Provium acquires no ownership interest in Customer Data.

7.2 License to Provium. Customer grants Provium a limited, non-exclusive, worldwide license during the Subscription Term to host, copy, transmit, and display Customer Data solely as necessary to provide the Service to Customer.

7.3 Aggregated and De-Identified Data. Provium may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Service for the purposes of improving the Service, benchmarking, and developing new features. Such data will not identify Customer or Customer's Authorized Users.

7.4 Data Export. During the Subscription Term and for a period of thirty (30) days following termination, Customer may export Customer Data from the Service in a standard format, including CSV and JSON. After the thirty-day period, Provium may delete Customer Data in accordance with its data retention policies.

7.5 Data Security. Provium will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data. In the event of a confirmed security breach affecting Customer Data, Provium will notify Customer without undue delay and provide relevant details as they become available.

8. INTELLECTUAL PROPERTY

8.1 Provium IP. Provium and its licensors own all right, title, and interest in and to the Service, the FiberLytic platform, the Documentation, and all related intellectual property, including any improvements or derivative works. No rights are granted to Customer except as expressly set forth in these Terms.

8.2 Feedback. Customer may from time to time provide suggestions, ideas, or feedback regarding the Service ("Feedback"). Customer grants Provium a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback into the Service without obligation or compensation.

9. CONFIDENTIALITY

9.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business strategies, customer lists, pricing, product roadmaps, source code, and Customer Data.

9.2 Obligations. Each party shall: (a) use the other party's Confidential Information only in connection with performing its obligations under these Terms; (b) protect such information using the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care; and (c) disclose such information only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

9.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

9.4 Compelled Disclosure. If a party is legally compelled to disclose Confidential Information of the other party, it shall, to the extent legally permitted, provide prompt notice to the other party and cooperate in seeking a protective order.

9.5 Duration. Confidentiality obligations survive for a period of three (3) years following termination of these Terms, except that obligations with respect to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties. Each party warrants that it has the legal authority to enter into these Terms and that its performance will not violate any third-party agreement.

10.2 Provium Warranty. Provium warrants that the Service will perform substantially in accordance with the Documentation during the Subscription Term. Customer's sole and exclusive remedy for breach of this warranty is for Provium to use commercially reasonable efforts to correct the non-conformity, or, if Provium is unable to do so within a reasonable time, to terminate the subscription and refund any prepaid fees for the remainder of the then-current term.

10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIUM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIUM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ALL DATA WILL BE SECURE OR NOT LOST OR DAMAGED.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIUM UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to: (a) breaches of confidentiality under Section 9; (b) a party's indemnification obligations under Section 12; (c) Customer's payment obligations; or (d) liability that cannot be limited under applicable law.

12. INDEMNIFICATION

12.1 Provium Indemnity. Provium will defend Customer against any third-party claim alleging that the Service, as provided by Provium and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark, and will indemnify Customer for damages finally awarded by a court of competent jurisdiction. Provium's obligation does not apply to claims arising from: (a) Customer's modification of the Service; (b) combination of the Service with other products not provided by Provium, where the claim would not have arisen but for the combination; or (c) use of the Service in violation of these Terms. If the Service becomes, or in Provium's reasonable opinion is likely to become, the subject of an infringement claim, Provium may, at its option: (i) procure the right for Customer to continue using the Service; (ii) modify the Service to be non-infringing; or (iii) terminate the subscription and refund any prepaid fees for the remainder of the then-current term.

12.2 Customer Indemnity. Customer will defend Provium against any third-party claim arising from: (a) Customer Data or Customer's use of the Service in violation of these Terms or applicable law; or (b) Customer's alleged breach of its representations or warranties, and will indemnify Provium for damages finally awarded by a court of competent jurisdiction.

12.3 Conditions. Each party's indemnification obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes liability on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld.

13. TERM AND TERMINATION

13.1 Term. These Terms commence on the Effective Date of the applicable Service Order and continue until all Subscription Terms have expired or been terminated.

13.2 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice, or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

13.3 Termination by Customer During Initial Term. Customer may not terminate its subscription for convenience during the Initial Term. If Customer ceases payment during the Initial Term, all remaining fees for the Initial Term become immediately due and payable.

13.4 Non-Renewal. Either party may decline to renew a subscription for convenience by providing written notice at least thirty (30) days prior to the end of the then-current term.

13.5 Effect of Termination. Upon termination, Customer's right to access and use the Service ceases. Customer may export Customer Data for thirty (30) days following termination as set forth in Section 7.4. Sections that by their nature should survive termination will survive, including Sections 5 (to the extent payment is owed), 7.3, 8, 9, 10.3, 11, 12, and 17.

14. SERVICE AVAILABILITY

14.1 Target Availability. Provium will use commercially reasonable efforts to make the Service available with a target availability of 99.5% per calendar month, excluding: (a) scheduled maintenance announced at least twenty-four (24) hours in advance; (b) emergency maintenance; (c) downtime caused by factors outside Provium's reasonable control, including Customer's systems, internet service providers, or force majeure events; and (d) downtime during the Trial Period or any period in which Customer is not in good financial standing.

14.2 Maintenance Windows. Provium reserves standard maintenance windows for platform updates and improvements. Provium will endeavor to schedule maintenance during off-peak hours.

15. FORCE MAJEURE

Neither party will be liable for delay or failure to perform its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, internet or telecommunications failures, pandemics, or cyberattacks affecting infrastructure providers. The affected party shall use reasonable efforts to resume performance as soon as practicable.

16. GOVERNING LAW AND DISPUTES

16.1 Governing Law. These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of laws principles.

16.2 Venue. The state and federal courts located in Knox County, Tennessee shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue in such courts.

16.3 Informal Resolution. Before initiating legal proceedings, the parties shall attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party for a period of at least thirty (30) days.

16.4 Equitable Relief. Notwithstanding Section 16.3, either party may seek injunctive or other equitable relief at any time to protect its intellectual property or Confidential Information.

17. GENERAL

17.1 Notices. Notices to Provium shall be sent to contact@fiberlytic.com and to the Provium address on the Service Order. Notices to Customer shall be sent to the email and physical address on the Service Order. Notices are effective upon receipt.

17.2 Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, with notice to the other party.

17.3 Entire Agreement. These Terms, together with the applicable Service Order and any documents incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, and communications, whether written or oral.

17.4 Order of Precedence. In the event of a conflict between these Terms and a Service Order, the Service Order controls with respect to the specific provisions it addresses.

17.5 Amendment. Provium may modify these Terms by posting an updated version and providing notice to Customer. Material changes will be effective upon the renewal of the then-current term, unless Customer expressly accepts the changes earlier. Non-material changes may be effective upon posting.

17.6 Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.

17.7 Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. A waiver of any breach is not a waiver of any subsequent breach.

17.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17.9 Publicity. Provium may identify Customer as a FiberLytic customer and use Customer's name and logo on its website, in marketing materials, and in investor communications, subject to Customer's reasonable branding guidelines, unless expressly restricted in the applicable Service Order.

17.10 Export Compliance. Customer agrees to comply with all applicable U.S. and foreign export control laws and regulations.

18. SMS / TEXT MESSAGE PROGRAM

18.1 Program. FiberLytic offers optional operational SMS text-message notifications (for example, job and task assignments, splice-completion reminders, and production status). These messages are transactional and operational, not marketing.

18.2 Consent. A user receives SMS only after providing a mobile number and expressly opting in through the "SMS Text Notifications" section of their FiberLytic profile. Consent is not a condition of purchase or of using the Service, and a user may withdraw it at any time.

18.3 Program terms. Message frequency varies. Message and data rates may apply. Reply STOP to unsubscribe or HELP for help. Neither Provium nor the mobile carriers are liable for delayed or undelivered messages. Supported carriers may change.

18.4 Privacy. Mobile opt-in data is used only to deliver the notifications a user requested and is disclosed only to our messaging provider (Twilio) to transmit those messages. We do not sell, rent, or share mobile phone numbers or SMS opt-in consent with third parties or affiliates for their marketing purposes. See our Privacy Policy at https://www.fiberlytic.com/privacy.

FiberLytic by Provium Tech Inc. · fiberlytic.com

Confidential · 2026