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Terms of Service for Clapp Technologies, LLC "Buzzly" Software

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide the Customer with services to connect Customer products with content creators for exposure and social media content. As part of the registration process, the Customer will identify an administrative username and password for the Company's account. The Company reserves the right to reject registration or cancel passwords it deems inappropriate.

1.2 Subject to the terms herein, the Company will provide the Customer with reasonable technical support services as follows: The Company will provide Technical Support to the Customer via phone, email, or WhatsApp on business days during Pacific Time from 9:00 am to 5:00 pm, excluding federal holidays ("Support Hours").

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 The Customer may not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except as expressly permitted by the Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any notice or label of ownership. Regarding any Software distributed or provided to the Customer for use on Customer facilities or devices, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term solely in connection with the Services.

2.2 Additionally, the Customer may not export or allow the export or re-export of the Services, the Software, or anything related to them, or any direct product thereof, in violation of restrictions, laws, or regulations of the U.S. Department of Commerce, the U.S. Treasury Department's Office of Foreign Assets Control, or any other U.S. or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items," and as defined in DFAR section 252.227-7014(a)(1) and (5), they are deemed "commercial computer software" and "commercial computer software documentation." Pursuant to DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited, except as expressly permitted by the terms of this Agreement.

2.3 The Customer represents, warrants, and promises to use the Services only in compliance with the Company's then-standard published policies (the "Policy") and all applicable laws and regulations. [The Customer hereby agrees to indemnify and hold the Company harmless from any damage, loss, liability, settlement, and expenses (including, among others, attorney's fees and costs) related to any claim or action arising from an alleged violation of the foregoing or otherwise from the Customer's use of the Services.] While the Company is not obligated to monitor the Customer's use of the Services, the Company may do so and may prohibit any use of the Services that it believes may be (or is alleged to be) in violation of the foregoing.

2.4 The Customer shall be responsible for obtaining and maintaining any necessary equipment and ancillary services needed to connect, access, or use the Services, including, among others, modems, hardware, servers, software, operating systems, networks, web servers, and the like (collectively, "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer's account, passwords (including, among others, administrator and user passwords), and files, and for all uses of the Customer's account or Equipment with or without the Customer's knowledge or consent.

2.5 The Customer shall be responsible for the logistics and shipping of products to content creators. The Company shall not be liable for loss or theft of a product during the shipment of goods or in any other situation where the product or service cannot be tracked or delivered to the content creator.

3. CONTENT OWNERSHIP

As a Customer, you retain all rights, titles, and interests in Customer Data. Additionally, content generated by our creators for you is also considered Customer Data, and you own this content once relevant fees have been paid.

4. INTERACTIONS WITH CONTENT CREATORS AND USAGE RULES

Customers interacting with content creators on Buzzly must adhere to our Code of Conduct, ensuring respectful and professional interactions at all times. Disputes between Customers and Creators will be resolved according to the Dispute Resolution Process set forth in the relevant section of these Terms.

While using Buzzly, Customers agree to comply with our Acceptable Use Policy. This policy covers respect for other users, acceptable standards of behavior, and a prohibition on certain types of content. Any violation of these rules may result in the suspension or termination of your access to Buzzly.

5. CONFIDENTIALITY; PROPERTY RIGHTS

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information related to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). The Company's Proprietary Information includes non-public information about features, functionality, and performance of the Service. Customer's Proprietary Information includes non-public data provided by the Customer to the Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as expressly allowed herein) or disclose to any third party any Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following its disclosure or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known to it before receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required by law. The Customer shall own all right, title, and interest in Customer Data, as well as any data based on or derived from Customer Data and provided to Customer as part of the Services. The Company shall own and retain all right, title, and interest in (a) the Services and Software, all improvements, enhancements, or modifications thereof, (b) any software, applications, inventions, or other technology developed in connection with the Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. [Notwithstanding the foregoing, the Company shall have the right to collect and analyze data and other information related to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, among other things, information about Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and correction purposes in connection with the Services and other offerings of the Company, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.] No rights or licenses are granted except as expressly stated herein.

6. PAYMENT DETAILS

Fees associated with the use of Buzzly services are of two types: per generated content and a monthly subscription fee. The content fee is calculated based on the specific piece of content produced by our content creators. The monthly subscription fee is a flat fee that provides access to our platform and its features. Detailed breakdowns of these costs will be provided at the time of billing. Customers are responsible for the timely payment of these fees. Both the content and subscription fees are entirely dependent on the type of plan chosen by the customer. Basic, Growth, or Enterprise plans. Enterprise plans may not charge content fees but may add integration and management fees.

The Company may choose to invoice through an invoice, in which case, full payment of invoices issued in any given month must be received by the Company thirty (30) days after the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection and may result in the immediate termination of the Service. The Customer shall be responsible for all taxes associated with the Services other than U.S. income-based taxes of the Company.

7. TERM AND TERMINATION

Upon the expiration of your subscription with Buzzly, access to the platform and all associated features will cease. Any remaining Customer data on the platform will be handled according to our Data Retention Policy. Final payments will be settled according to our Billing Policy and refunds will be processed when applicable. Subject to early termination as set forth below, this Agreement is for the Initial Service Term specified in the Order Form and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days before the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement with thirty (30) days notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer shall pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination shall survive termination, including, among others, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8. LOCK-IN CLAUSE:

8.1. Minimum 90-Day Commitment:

The Customer acknowledges and agrees that, to promote the effectiveness and success of collaborations between brands and content creators through Buzzly services, a minimum commitment to continuous platform usage is required. Therefore, the Customer agrees that, by accepting these SAAS Service Terms of Use, they commit to maintaining their subscription and actively using Buzzly services for a minimum period of 90 consecutive days from the subscription start date or acceptance of these Terms of Use, whichever occurs first (the "Lock-In Period").

8.2. Obligations During the Lock-In Period:

During the Lock-In Period, the Customer agrees to fully leverage all tools and resources provided by Buzzly to achieve optimal performance in their collaborations with content creators and to reach expected goals. This includes, among other things, consistently sending invitations to content creators, actively using various platform features, and monitoring performance metrics provided by Buzzly.

8.3. Conditions for Early Termination:

In the event the Customer decides to terminate their subscription before the 90 days of the Lock-In Period are completed, early cancellation fees will apply in accordance with the Buzzly Cancellation Policy, and the Customer will be responsible for paying such fees.

8.4. Importance of the Lock-In Period:

This 90-Day Lock-In Clause is established in recognition of the importance of recurrence in the use of the Buzzly platform to achieve desired results and the mutual benefit of all parties involved. Both parties agree that this clause is fundamental to the success of the collaboration and commit to honoring it in good faith.

This 90-Day Lock-In Clause is an integral part of the Buzzly SAAS Service Terms of Use and may not be modified or removed without the written consent of both parties.

9. WARRANTY AND DISCLAIMER

The Company will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and will perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, either by the Company or by third-party providers, or due to other causes beyond the Company's reasonable control, but the Company will use reasonable efforts to provide advance written or email notice of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error-free; nor does it warrant the results that may be obtained from the use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS," AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, AMONG OTHER THINGS, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING, AMONG OTHERS, ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE OR RESPONSIBLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY'S REASONABLE CONTROL; OR (D) FOR AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. MISCELLANEOUS

If any provision of this Agreement is deemed unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and is enforceable. This Agreement is not assignable, transferable, or sublicensable by the Client except with the prior written consent of the Company. The Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior written and oral agreements, communications, and other understandings related to the subject matter of this Agreement, and all waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and the Client has no authority of any kind to bind the Company in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorney's fees. All notices under this Agreement shall be in writing and shall be deemed duly given when received, if delivered personally; when electronically confirmed, if transmitted by fax or email; the next business day after being sent, if sent for next-day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed-upon press release within 90 days of the Effective Date, and the Client agrees to reasonably cooperate with the Company in serving as a reference account upon request.
 

By continuing, the Client accepts these Software Service Terms and Agreement.

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