Vyla, INC (“VYLA”)

SUBSCRIPTION PACKAGE AGREEMENT (“Agreement”)

Background

The following Agreement governs the economic terms of your subscription to VYLA’s services, software, and products.

Your right to use VYLA’s services, software, and products depends not only on your acceptance of this Agreement, but also your acceptance of the relevant End-User Subscriber Agreement or End-User License Agreement, which are incorporated into this Agreement.

This Agreement is also subject to the VYLA Privacy Policy.

(See www.Vyla.com for additional details, including our Privacy Policy https://vyla.com/privacy

, which is part of this Agreement)

Agreement Terms & Conditions

Nature and purpose: This Agreement is between You (either an individual or a single entity) hereafter also referred to as (“Subscriber”) and VYLA for VYLA-provided services, software, and products listed in your order, receipt, or invoice.

Subscription: During the term of this Agreement, Subscriber may access and use VYLA’s services, software, and products listed in your order, receipt, or invoice, according to VYLA’s policies and End-User Subscription Agreement or End-User License Agreement, which must also be accepted by Subscriber and are incorporated into this Agreement. VYLA retains all right, title, and interest in and to any service, software, or product that is provided under this Agreement, including and without limitation all software used to provide the services, software, or products and all logos and trademarks reproduced through the services, software, and products. This Agreement does not grant Subscriber any intellectual-property rights in any of VYLA’s services, software, or products or any of their components.

Subscription term—paid services: Certain features of VYLA’s services, software, and products are or will be available upon payment. If you use or wish to use those features then you agree to the applicable pricing and payment terms that apply to those features, including the length of time those features will be available in exchange for payment. Those terms will be displayed before or at the time you seek to use those features. VYLA may update pricing and payment terms at any time and in its sole discretion. Any of those changes will take effect at the end of your current subscription term—unless those changes state otherwise.

To the extent that any payment transactions are handled by third-party payment processors or a third-party app store, VYLA expressly disclaims any liability for the processing of any transaction by a third party, including any errors in invoicing or payment processing or any breach in security. VYLA reserves the right to cancel or refuse transactions, including because of pricing or other errors.

All subscription purchases are final and no refunds are available unless otherwise specified in this Agreement or incorporated agreements and policies, even if your account is terminated or suspended in a manner that prevents your access to paid aspects of VYLA’s services, software, and products. Unless specified otherwise, subscriptions may automatically renew for up to the initial subscription term at a rate not exceeding the rate for prior subscription period.

Subscription term—free services. Some features of VYLA’s services, software, and products are or will be available without payment upon your acceptance of this Agreement, the EUSA, and other relevant incorporated agreements. These features can be changed, removed, modified, eliminated, or altered at any time and in VYLA’s sole discretion. VYLA may cancel or refuse to provide Subscriber any and all VYLA services, software, and products provided without payment for any reason, at any time, in VYLA’s sole discretion.

Payment: If payment are to be made on a schedule and Subscriber fails to pay on time, VYLA may suspend Subscriber’s access to or use of any service, software, or product listed in Subscriber’s order, receipt, or invoice. If Subscriber is more than 60 days late in providing payment, then VYLA may terminate this Agreement and any other agreements with Subscriber related to VYLA’s services, software, and products. Even if the Agreement is terminated, Subscriber is liable for and must pay VYLA the balance that remains unpaid for the subscription term.

Assignment of Contract Obligations: Neither party may assign this Agreement or any rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or an acquisition of all or substantially all that party’s assets. An assignment authorized by the preceding sentence will not become effective unless and until the assignee agrees in writing to be bound by all the assigning party’s rights and obligations as set forth in this Agreement. Except to the extent forbidden by this provision, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

Termination: Termination of this Agreement also automatically terminates any End-User Subscription Agreement, End-User License Agreement, or any other agreement between the parties covering the services, software, and products provided under this Agreement.

Refunds, Non-Acceptance: Typically, any refunds or refusal to use services is handled as a customer-service matter, as there is usually nothing to physically return. To request a refund or discuss your desire to cancel services provided by VYLA, please use the following contact information.

Vyla: 6766 E CR 18, Johnstown, CO 80534 ; EMAIL: billing@Vyla.com URL: https://vyla.com You will be given instructions regarding refunds, cancellations, and RMA Numbers (if applicable).

General: You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. The Agreement does not include any other prior or contemporaneous promises, representations or descriptions regarding the software, services, and products provided under this Agreement, except for the agreements and policies specifically mentioned and incorporated by other provisions of this Agreement. The Agreement may only be modified in a written amendment signed by an authorized officer of VYLA. If any provisions of this Agreement are invalid under applicable law, they are, to that extent, deemed omitted. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of Colorado, without reference to choice-of-law principles

Authority to bind: If Subscriber has purchased a subscription under this Agreement on behalf, as an employee, or agent of another person or entity, including a corporation or other non-natural person, Subscriber represents and acknowledges that they have the authority to bind that person or entity to this Agreement and that Subscriber, as used herein, includes that person or entity, who will be bound by this Agreement.