These Get Shouting Terms of Service (this “Agreement”) govern the company’s or entity’s (on whose behalf you entered into this Agreement) (“Customer”) use of the social media engagement automation technology platform known as “Get Shouting” (as more fully described below as the Get Shouting Platform) as made available via the www.getshouting.com website (“Site”) by Artless Industries, Inc. (“Artless”). Artless and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS AND CONDITIONS.

This Agreement is effective, and Customer agrees to be bound by this Agreement, on the date that Customer accepts this Agreement (“Effective Date”), which is the date that Customer first checks the box to accept this Agreement, clicks “Create Account,” or otherwise creates an account on the Get Shouting Platform (an “Account”). THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AS A BUSINESS ENTITY, AND SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH BUSINESS ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND “CUSTOMER” REFERS TO THAT BUSINESS ENTITY.

2. DEFINITIONS.

(a) “Authorized Users” means employees, agents, and contractors authorized by Customer to use the Get Shouting Platform.

(b) “Artless IP” means the Get Shouting Platform, the underlying software provided in conjunction with the Get Shouting Platform, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Get Shouting Platform, Documentation and Aggregate Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(c) “Documentation” means the documentation relating to the Get Shouting Platform if and as provided by Artless to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.

(d) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(e) “Get Shouting Platform” means the online technology platform which is designed to enable businesses create, schedule, and publish optimized content across supported social media channels from a single dashboard to increase social media engagement.

3. PRIVACY POLICY. Please review Artless’ Privacy Policy, available at https://getshouting.com/legal/privacy-policy.html, which also governs how Artless collects, uses and shares Customer’s and Authorized Users’ information.

4. ACCESS AND USE.

(a) Get Shouting Platform. Subject to the terms and conditions of this Agreement, Artless hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(b)) right to use (and permit Authorized Users to and use) the Get Shouting Platform in accordance with the Documentation and the terms of this Agreement.

(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Get Shouting Platform or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Get Shouting Platform, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Get Shouting Platform to any other person or entity, or otherwise allow any person or entity to use the Get Shouting Platform for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Get Shouting Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Get Shouting Platform, or any data or content contained therein or transmitted thereby; (vi) access or search the Get Shouting Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Get Shouting Platform features provided by Artless for use expressly for such purposes; or (vii) use the Get Shouting Platform, Documentation or any other Artless Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Get Shouting Platform.

(c) Authorized Users. Customer may permit Authorized Users to use the Get Shouting Platform in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Get Shouting Platform and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Artless if Customer knows or reasonably suspects that any user name and/or password has been compromised

(d) Ownership of Artless IP. Subject to the limited rights expressly granted hereunder, Artless reserves and, as between the Parties will solely own, the Artless IP and all rights, title and interest in and to the Artless IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(e) Feedback. From time to time Customer or its employees, contractors, representatives may provide Artless with suggestions, comments, feedback or the like with regard to the Get Shouting Platform (collectively, “Feedback”). Customer hereby grants Artless a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Artless’ business purposes, including, without limitation, the testing, development, maintenance and improvement of the Get Shouting Platform. For clarity, Feedback is not considered Confidential Information (as defined below).

(f) Third-Party Services. Certain features and functionalities within the Get Shouting Platform may (i) allow Customer and its Authorized Users to interface or interact with, access and/or use compatible, and/or (ii) integrate with and depend upon third-party services, products, technology and content (collectively, “Third-Party Services”). Artless does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Get Shouting Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.

(g) Free Trials. Artless may make available to Customer the Get Shouting Platform, or certain parts thereof, on a “free trial” basis (“Free Trial”). Artless provides all Free Trials on an “AS IS” basis without warranty of any kind, and may terminate or suspend the availability of any Free Trial at any time.  Notwithstanding anything in this Agreement to the contrary, Artless makes no commitments with respect to any Free Trial, including any commitment to maintain the availability of such Free Trial, or otherwise with respect to support, service levels, security, compliance or privacy. Customer acknowledges that its use of any Free Trial is at Customer’s sole risk and discretion. Notwithstanding anything to the contrary under this Agreement (including without limitation Sections 9 and 12), Vendor hereby disclaims all liability and responsibility for, and shall not be liable for any damages, losses, claims, or causes of action related to or in connection with, any and all Free Trials.

5. FEES. Certain features or functionality of the Get Shouting Platform require Customer to pay a fee through the purchase of a subscription (“Subscription”), and if Customer wishes to use such features or functionality, then Customer agrees to pay the fees associated with such Subscription tier as Customer selects via the Get Shouting Platform (e.g., via its Account), plus any applicable taxes and other charges (“Subscription Fees”).

(a) Transactions; Payments. If Customer purchase a Subscription (a “Transaction”), Customer expressly authorizes Artless (or Artless’ third-party payment processor) to charge Customer for such Transaction. Artless may request, on behalf of its third-party payment processor, from Customer additional information relevant to Customer’s Transaction, including Customer’s credit card number, the expiration date of its credit card and Customer’s email and postal addresses for billing and notification (such information, “Payment Information”), and in such case Customer agrees to promptly furnish such Payment Information to Artless’ then-current third-party payment processor. Customer represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. When Customer initiates a Transaction, Customer authorize Artless’ to provide Customer’s Payment Information to its third-party payment processor so Artless can complete Customer’s Transaction and to charge Customer’s payment method for the type of Transaction corresponding with the Subscription which Customer has selected (plus any applicable taxes and other charges). Customer may need to provide additional information to verify its identity before completing a Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, Customer agrees to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to Customer. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(b) Subscriptions. Subscriptions are offered on either a monthly or annual term basis. If Customer purchases a Subscription, Customer will owe the annual Subscription Fees, charged on a monthly or annual basis, at the beginning of the Subscription and each month or year thereafter, at the then-current Subscription Fees for such Subscription. BY PURCHASING A SUBSCRIPTION, CUSTOMER AUTHORIZES ARTLESS TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If Customer purchases a Subscription, Artless’ third-party payment processor will automatically charge Customer each month beginning on the date of commencement of the Subscription, using the Payment Information which Customer has provided until Customer cancels its Subscription. By agreeing to these Terms and electing to purchase a Subscription, Customer acknowledge that its Subscription has recurring payment features and Customer accepts responsibility for all recurring payment obligations prior to cancellation of its Subscription by Customer or Artless pursuant to Section 5(c) or 11(b) .

(c) Cancelling Subscription. Customer may cancel a Transaction for a full refund within ten (10) calendar days of Customer’s initial purchase. AFTER THAT, CUSTOMER’S PURCHASE IS FINAL AND CUSTOMER WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF ANY SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, Artless reserves the right to cancel one or more Transactions for any reason; if Artless cancels Transaction, Artless will refund any payment remitted by Customer to Artless for such Transaction. Without limiting the foregoing, Customer may cancel its Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period (e.g., at the end of the applicable annual Subscription term). EXCEPT AS SET FORTH ABOVE WITH RESPECT TO CUSTOMERS INITIAL SUBSCRIPTION PURCHASE, CUSTOMER WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, Customer may cancel directly from their account page by clicking 'Cancel Subscription' and following the steps, or by contacting support@getshouting.com. Customer is responsible for all Subscription Fees incurred for the then-current Subscription period. If Customer cancels, Customer’s right to use the Get Shouting Platform will continue until the end of the then-current Subscription period and will then terminate without further charges.

(d) Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Artless hereunder, other than any taxes imposed on Artless’ income.

6. CUSTOMER MATERIALS. Customer hereby grants Artless and its licensors a non-exclusive, worldwide, royalty-free right and license to use, ingest, analyze, reproduce, display, perform and modify the Customer Materials solely (i) for the purpose of hosting and providing the Get Shouting Platform and generating Output; (ii) for the purpose of sharing Customer Materials with Artless’ third-party service providers (e.g., its third-party artificial intelligence technology providers) to provide the Get Shouting Platform and generate Output for Customer; and (iii) to generate Aggregate Data. As between Customer and Artless, Customer owns and retains all right, title and interest in and to all Customer Materials. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Get Shouting Platform or to Artless in connection with Customer’s use of the Get Shouting Platform, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Artless and made available through or in connection with the Get Shouting Platform. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Get Shouting Platform, including, without limitation, any usage data or trends with respect to the Get Shouting Platform.

7. CONFIDENTIAL INFORMATION.

(a) Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Get Shouting Platform and the Documentation will be deemed Confidential Information of Artless. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Artless may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

8. PUBLICITY. Customer hereby grants Artless a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (“Customer Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Get Shouting Platform; and (ii) Artless’ marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of Artless and in case studies. All goodwill and improved reputation generated by Artless’ use of the Customer Marks inures to the exclusive benefit of Customer.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

(a) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Customer Additional Representations. Customer represents and warrants that Artless’ use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.

10. DISCLAIMERS.

(a) General. THE GET SHOUTING PLATFORM AND OTHER ARTLESS IP ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Artless makes no warranty that the Get Shouting Platform or other Artless IP will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Artless makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Get Shouting Platform or other Artless IP.

(b) AI/ML Disclaimer. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY OUTPUT MAY NOT BE UNIQUE AND THE GET SHOUTING PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE GET SHOUTING PLATFORM MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER MATERIALS INPUTTED INTO THE GET SHOUTING PLATFORM AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ARTLESS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY CUSTOMER MATERIALS OR OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER MATERIALS, OUTPUT, OR THEIR USE. CUSTOMER WILL EVALUATE THE CONTENT, NATURE, TONE, AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE-CASE, INCLUDING BY ALWAYS USING HUMAN REVIEW OF THE OUTPUT AND BY USING CUSTOMER’S BEST HUMAN JUDGMENT IN CONNECTION THEREWITH. FOR PURPOSES OF THIS AGREEMENT, “OUTPUT” MEANS ANY DATA, CONTENT, INFORMATION, RESPONSES, SUGGESTIONS, OR OTHER OUTPUT GENERATED BY THE GET SHOUTING PLATFORM IN CONNECTION WITH CUSTOMER’S USE THEREOF.

11. TERM AND TERMINATION.

(a) Term. This Agreement shall commence on the Effective Date and will remain in effect unless and until terminated in accordance with the terms herein (the “Term”).

(b) Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Further, Artless may suspend or terminate Customer’s access to and use of the Get Shouting Platform, and/or Customer’s Account, in its sole discretion at any time with notice to Customer, whereby this Agreement will automatically terminate. If Customer has not purchased a Subscription, Customer may cancel its Account at any time by going to their account page and selecting 'Cancel Subscription' and following the required steps, or by contacting support@getshouting.com, whereby this Agreement will terminate effective on the date which Artless notifies Customer that its Account has been cancelled. If Customer has purchased a Subscription, Customer may not cancel its Account or terminate this Agreement for convenience unless it has cancelled its Subscription in accordance with Section 5(c).

(c) Survival. The following Section will survive termination or expiration of this Agreement for any reason: Sections 2, 3, 4(b), 4(d), 4(e), 4(f), 6, 7, 8, 10(c), 11(c), 11(d), 12, 13, and 14.

(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted to Customer pursuant to Section 4(a) will terminate; (ii) Customer will return or destroy, at Artless’ sole option, all Artless Confidential Information in its possession or control, including permanent removal of such Artless Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Artless’ request, certify in writing to Artless that the Artless Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted; and (iii) Artless will use commercially reasonable efforts to delete all Customer Materials within Customer’s Account, except for Customer Materials which Artless retains pursuant to its backup or archival policies and procedures or to comply with applicable law. No expiration or termination will affect Customer’s obligation to pay all fees (including without limitation Subscription Fees) that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

12. LIMITATION OF LIABILITY.

(a) Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

(b) Total Liability. IN NO EVENT WILL ARTLESS’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO ARTLESS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY ARTLESS TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT ARTLESS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

13. INDEMNIFICATION.

(a) Indemnification by Artless. Subject to Section 13(b), Artless will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims ”) alleging that Customer’s use of the Get Shouting Platform infringes or misappropriates such third party’sIntellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Artless (including reasonable attorneys’ fees) resulting from such Claim.

(b) Exclusions. Artless’ obligations under Section 13(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Get Shouting Platform that have been provided by Artless; (iv) modifications to the Get Shouting Platform by anyone other than Artless; (v) combinations of the Get Shouting Platform with software, data or materials not provided by Artless; or (vi) Customer’s continued use of a prior version of the Get Shouting Platform that has been superseded by a non-infringing version subsequently released by Artless.

(c) Indemnification by Customer. Customer will defend, indemnify and hold harmless Artless from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Artless, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Artless that: (i) the Customer Materials or its use by Artless in accordance with this Agreement infringes, misappropriates or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s use of the Get Shouting Platform or Documentation to the extent such use was not in accordance with this Agreement, or any Output, including without limitation social media posts or other communications by Customer in connection with Output; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section 4(b) by Customer.

14. GENERAL.

(a) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.

(b) Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Artless’ prior written consent. Artless may freely assign or transfer this Agreement without consent. Any attempt to assign or transfer this Agreement without such consent will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(c) Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

(d) Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.

(e) Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

(f) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

(g) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Get Shouting Platform are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.

(h) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Los Angeles, California and the Parties irrevocably consent to the personal jurisdiction and venue therein.

Last updated: January 8, 2026