SAAS TERMS OF SERVICE

Acceptance of the Terms of Service

DUNE LABS LLC DBA SHRINE DEVELOPMENT AND/OR ITS AFFILIATES (“PROVIDER”) IS WILLING TO GRANT ACCESS TO THE “SOCIETY” PLATFORM TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE PLATFORM (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND PROVIDER MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND PROVIDER. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE PLATFORM, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE PLATFORM.

Defined terms are used in accordance with the definitions given at Section 12 of this Agreement.

1. Access and Use

Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Platform as defined in Exhibit A during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords, keys, network links and/or connections to allow Customer to access the Platform. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, nontransferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Platform.
Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any person to: (i) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation; (v) use the Platform or Documentation in any manner or for
any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) use or permit the use of the 02311913-5 2 Platform or Documentation in any way that obscures the identity of Customer or Authorized Users or purports to be any other person or entity.
Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Platform if: (i) Provider reasonably determines that (A) there is a threat or attack on the Platform or any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Platform, any Provider IP or any other customer or vendor of Provider; (C) Provider suspects or knows that Customer, or any Authorized User, is using the Platform or Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law or constitutes hate speech, threats, bullying, or is likely in Provider’s sole judgment to bring Provider, the Platform, or any other customer or vendor of Provider into disrepute ; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Platform; or (iii) in accordance with Section 4(a)(iii) (any suspension by Provider, a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Platform and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data
input into the Platform. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

2. Customer Responsibilities

General. Customer is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Customer, occurring on Customer servers, or using credentials issued to Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an 02311913-5 3 Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform, and shall cause Authorized Users to comply with such provisions.
Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in Exhibit A. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
Data Privacy and Consents. Customer will provide all End User notices and secure all consents required by any applicable law including those relating to data privacy and security. Customer has the rights to provide Provider with access to any End User data that is made available to Provider in connection with the Platform.

3. Service Levels and Support

Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Platform available in accordance with the service levels set out in Exhibit B.
Support. The access rights granted hereunder entitle Customer to the support services described in Exhibit B following the Effective Date under this Agreement and thereafter while this Agreement is in effect. As a condition of Provider’s support, Customer shall promptly update any Customer systems that interact with the Platform. Customer acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the Platform, security risks or suspension of Customer’s access to the Platform, without any liability on the part of Provider to Customer.
Custom Support Services. For support or development relating to Customer’s use of the Platform that is not included in this Agreement (such as a Custom Design Experience), Customer may commission custom support services from Provider by use of a Statement of Work agreed to in writing between the Parties. Any such custom support services will be provided at Provider’s then-current rates and in accordance with the terms and conditions set forth in the applicable SOW.

4. Fees and Payment

Fees. Customer shall pay Provider the fees (“Fees”) as set forth in Exhibit A and any applicable Statement of Work without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A or the Statement of Work. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Provider may suspend 02311913-5 4 Customer’s and its Authorized Users’ access to any portion or all of the Platform until such amounts are paid in full.
Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4(a). Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court
filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

5. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to
any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership; Feedback

Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider (i) a non-exclusive, royalty-free, worldwide
license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Platform to Customer during the Term, and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide
license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics or contained in or linked from any NFT or other End User property. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CUSTOMER DATA WILL BE STORED ON THE BLOCKCHAIN OR OTHER THIRD PARTY SERVICES THAT ARE NOT CONTROLLED BY PROVIDER, AND THAT NFTS AND SIMILAR TOKENS MAY
BE RENDERED NON-DISPLAYABLE IF CUSTOMER DATA IS DELETED OR ALTERED. Provider will not attempt to remove Customer Data from any blockchain if doing so would alter or impair any End User NFT or other End User property created during the Term.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
New IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights created by new software development and/or Customer paid or unpaid services performed for Customer whether Provider or Customer proposes the idea, concept, design, code, functionality, and/or similar. Intellectual Property Ownership; Feedback.

7. Limited Warranty and Warranty Disclaimer

Provider warrants that the Platform will conform in all material respects to the service levels set forth in Exhibit B when accessed and used by Customer or Authorized Users in accordance with the Documentation. Provider does not make any representations or guarantees regarding security, uptime or availability of the Platform unless specifically identified in Exhibit B. The remedies set forth in Exhibit B are Customer’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section 7(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY (1) THIRD-PARTY PRODUCTS OR (2) ANY FRAUDULENT OR UNAUTHORIZED USE OF THE PLATFORM.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a),THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, FREE OF FRAUD, OR ERROR FREE.

8. Indemnification

Provider Indemnification.
- Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party’s valid and enforceable United States intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
- If such a claim is made or Provider believes infringement or infringement claims may be possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Platform, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement and any related SOWs, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
- The indemnification obligation set forth in Section 8(a) will not apply to the extent that any alleged infringement arises from: (A) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Platform or a Custom Design Experience or Loyalty Program that were not made by Provider; (C) fraudulent use of the
  Platform; (D) Customer Data or Customer IP; (E) NFTs or End User assets; or (F) Third-Party Products.
- Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim that any Customer IP, Customer Data, NFT, Loyalty Program, or Custom Design Experience, or any use of any of the foregoing in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Platform02311913-5 7 in a manner not authorized by this Agreement; (iii) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (iv) fraudulent use of the Platform; or (v) modifications to the Platform, Custom Design Experience, Loyalty Program, or NFT not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL,
  THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY
  RIGHTS OF ANY THIRD PARTY.

9. Limitations of Liability

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, WHETHER SUCH GOODS OR SERVICES ARE TANGIBLE OR VIRTUAL, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 3-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination

Term. The initial term of this Agreement begins on the date Customer first receives access to the Platform (“Effective Date”) and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the subscription period elected by Customer (one month or one Year; respectively, the “Initial Term”). This Agreement will automatically renew for an additional subscription period upon each monthly or annual (as applicable) anniversary of the Effective Date unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal (each a “Renewal Term” and together with the Initial Term, the “Term“).
Termination. In addition to any other express termination right set forth in this Agreement:
- Either Party may terminate this Agreement, effective on written notice to the other Party, for any reason or no reason at all; and
- either Party may provide notice of intent not to renew by delivery of at least five (5) days’ written notice prior to the end of the then-current Term.
Effect of Expiration or Termination.
- Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Platform and all Provider IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed.
- Within thirty (30) days after expiration or earlier termination of this Agreement, Customer may request from Provider assistance with the transition of any Customer Data required for Customer to enable ongoing access through its services to any NFT or other End User property. For example, such Customer Data might include the smart contract or image file or URL associated with an NFT. All such assistance will be provided under a separate SOW at Provider’s then-current rates. Any such assistance is provided subject to all the terms of this Agreement, including the license terms hereof.
- No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. No expiration or termination will entitle Customer to a refund of any portion of an Account Set-up Fee as described on Exhibit A.
Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7(b), 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Miscellaneous

Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be 02311913-5 9 designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, explosion, war or acts of war, terrorism, cyberattack, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in the County of Oakland and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Provider may assign any of its rights or delegate any of its obligations without the prior written consent of Customer at any time. Any purported assignment or delegation in violation of this Section will be null and void. No valid assignment or delegation will relieve the assigning or delegating Party of any of its obligations.
Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Platform or any Customer Data outside the US.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 5 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

12. Definitions

“Aggregated Statistics” means data and information related to Customer’s use of the Platform that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
“API” means any Customer designated technical interface, integration, robot, or non-human interaction with the Platform.
“Authorized User” means Customer’s employees, consultants, contractors, and agents, or APIs (i) who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Platform has been purchased hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform.
“Documentation” means Provider’s user manuals, knowledge base, release notes, and guides relating to the Platform provided by Provider to Customer either online, electronically, or in hard copy form documentation relating to the Platform.
“End Users” means users that are engaging with the Customer via a Discord service.
“Platform” means the software-as-a-service offering described in Exhibit A.
“Provider IP” means the Platform, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics derived from Provider’s monitoring of Customer’s access to or use of the Platform, but does not include Customer Data.
“Third-Party Products” means any third-party products provided with or incorporated into the Platform.

EXHIBIT A: THE PLATFORM

DESCRIPTION: The Platform is a SaaS application that provides features and functionality relating to creation, transfer, and administration of NFTs. The Platform offers an Administrator Dashboard for Customer’s Authorized Users to maintain the Platform’s functionality and data. The Administrator Dashboard and Platform API will allow Customer to create collections of NFT, mint NFTs, and transfer NFTs to End Users. Customer’s End Users can display their owned NFTs in a gallery to the public. The platform allows Customer to set up a system that provides exclusive access and perks to End Users that are deemed to be NFT Holders. This exclusive access and perks are granted to NFT Owners on rules and criteria provided by the Customer and configured inside the Platform.

A. Fees and Authorized Users

Account Set-up Fee	One-time fee invoiced on the Effective Date. The Account Set-up Fee is nonrefundable.
Monthly Fee	The recurring monthly minimum access Fee, not including Gas Fees.
Gas Fee	As charged by the blockchain provider. Provider has no control over Gas Fees. PLEASE NOTE THAT GAS FEES ARE SUBJECT TO IMMEDIATE ADJUSTMENT IN RESPONSE TO CHANGES TO BLOCKCHAIN PROVIDER CHARGES.
Minting Fee	Charge per NFT minted, as shown in the proposal to Customer.
Authorized Users: End Users Included	As shown in the proposal to Customer. Additional End Users available upon request, at the cost shown in the proposal to Customer
Authorized Users: Admin Users Included	As shown in the proposal to Customer. Additional Admin Users available upon

Right to adjust Fees at renewal. Provider reserves the right to increases Fees at start of each Renewal Term. Provider shall provide 30 days’ notice before any such Fee increase takes place.

B. Customer Point of Contact

Within one (1) day of the Effective Date, Customer must designate in writing a person or role as its primary point of contact for all matters pertaining to this Agreement and Customer’s use of the Platform. Notwithstanding any other provision of the Agreement, Customer acknowledges that Provider is entitled to rely on any communication that comes from or reasonably appears to come from such designated person, and to act in accordance with any instructions thereby delivered.

C. Definitions

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. Additional terms used in this Exhibit A have the following meanings:

“Airdrops” mean the process of sending tokens or NFTs to a given wallet address on a blockchain, usually for no consideration.
“Claim” means the process of a NFT Owner taking control of their NFT from a custodial wallet to a self-custodial wallet.
“Custom Design Experience” means a game, website, application or similar experience that the Provider custom creates for Customer.
“Gas Fee” means fees charged to Provider by blockchains or other suppliers for access to their services. Provider passes along all Gas Fees to Customer without markup.
“Loyalty Program” means a set of offerings that allow a Customer to create digital communities around their launched NFTs.
“Minting Fee” means the per-unit cost charged to Customer for each NFT created.
“NFT” or “Nonfungible token” means a digital asset, based on computer code and recorded on a blockchain ledger to prove ownership and authenticity of a unique asset. Its “nonfungible” nature distinguishes an NFT from other digital assets. Most other blockchain tokens are created to be fungible or “interchangeable.”
“NFT Owners” means End Users of Customer’s that own NFTs issued by the Customer.

EXHIBIT B: SERVICE LEVELS AND SUPPORT

1. Service Level

The Platform is provided as-is and without specific guarantees regarding uptime and availability.

2. Security Level

Provider commits to respond to and target resolutions to Customer reported incidents as follows:

SEVERITY LEVEL TARGET RESPONSE TIME	TARGET RESPONSE TIME
Any reported problem or issue with the Platform.	Request Response Time: < 8 hours. Request Resolution Time Target: < 24 hours. Maximum Permitted Request Resolution Time: < 7 days.

3. Support

Customer will receive up to 2 hours of general support per month as part of the Monthly Fee. Support hours include maintenance, bug fixes, minor upgrades made generally available to all users of the Platform, usage inquiries from Authorized Users, trouble-shooting, and similar “help desk” type tasks. Support hours do not include development or customization, such as creation or implementation of new features or functionality; such work is available at Provider’s then current rates under a Statement of Work between the Parties.

4. Contact Procedure

Customer and Authorized Persons may contact Provider technical support team for all incidents and support inquiries by submitting issues to support@society.win. Customer will designate named personnel (or role type) from Customer team that has the authority to request technical support assistance from Provider by phone number to be provided separately. Only Admin Users may contact Provider technical support directly.