License and Service Agreement

Your use of our product (“Parative”) made available through our website and mobile applications is subject to the terms of this legal agreement (this “Agreement”) between you and Parlay App, Inc. as amended from time to time.

Parative is software as a service (SAAS) services featuring software that manages the relationship that digital product teams have with their customers, namely, tracking user engagement, and to enable collaboration, input, viewing, commenting and responding to information, feedback and suggestions.

In this document, “we” or “us” means Parlay App, Inc., a Delaware corporation; “you” means the company or entity utilizing Parative; “both of us” means both you and us; and “End User” means an individual end user of Parative. Certain other capitalized words have the meanings given them in [Section 13] .

1. ACQUISITION OF USE RIGHTS FOR Parative.

You acquire rights to use Parative subject to this Agreement by submission of a Purchase Order, and payment of amounts due under the Purchase Order, specifying the type, quantity and Subscription Term of Parative, as a result of which you are entitled to the rights set forth in this Agreement. No Purchase Order is valid or creates any rights under this Agreement until accepted by us. We reserve the right to reject any Purchase Order for any reason or no reason.

2. USE OF Parative.

General

We provide you with a variety of items through Parative. Parative may include certain communications from us, such as service announcements, and administrative messages, and that these communications are considered part of the use of Parative and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Parative shall be subject to this Agreement. You are responsible for obtaining access to Parative and that access may involve third party fees (such as internet service provider or airtime charges), and you are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access Parative.

Internal Use Only.

You may use Parative only for your and your affiliates’ respective internal business purposes, and not for resale. You may not access Parative by any means other than through interfaces that are provided by us for use in accessing Parative.

Registration and Account.

You may receive or create a password and account designation upon completing the registration process for Parative. You are responsible for maintaining the confidentiality of the password and account designation, and are fully responsible for all activities that occur under your password or account. You must (a) promptly notify us of any unauthorized use of your password or account or any occurrence that jeopardizes the confidentiality, integrity, or security of your password or account of which you are aware, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

3. BILLING; TAXES.

Charges.

You agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein “Charges”) incurred by you, subject to your prior approval, at the rates in effect for the billing period in which those charges are incurred. Charges may include among other things, fees for access based on usage of Parative. All payments are non-refundable. We may change rates or institute new charges that apply to a renewal Subscription Term, in which case we will inform you at least thirty (30) days prior to the renewal date.

Billing Period.

For most billing plans we will invoice annually, but some charges are billed on a different schedule. You are responsible for all charges actually incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment.

Delinquencies.

Initial payments for agreed upon usage are normally prepaid. Payments for additional usage are due prior to commencement of such usage. If fees due for your account are over thirty (30) days delinquent, your account (and accordingly use of Parative) may be suspended or canceled at our sole discretion. If your account is suspended, regular charges continue to accrue until you cancel your account. You agree to pay all sales and use taxes, duties, or levies which are required by law.

Disputes.

You should let us know about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.

Currency; Taxes.

All currency references are in U.S. dollars. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You, and not us, are responsible for any such taxes, levies, or duties related to your transactions, excluding only our United States federal or state income taxes.

4. IP OWNERSHIP OF Parative; SUGGESTIONS.

Ownership.

We retain all copyright and other proprietary rights in the software code incorporated in or used to supply Parative. You may not modify Parative in any way or use it for any purpose other than as expressly authorized in this Agreement. By providing you with access to Parative, we grant to you the worldwide, royalty-free, and non-exclusive license during the Subscription Term to use Parative as authorized by us in the use of Parative.

Suggestions.

You may voluntarily provide (in connection with use of Parative, use of our products or otherwise) suggestions, comments or other feedback to us with respect to items or information provided by using Parative or otherwise. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation of any kind; provided, that we will not disclose the source of specific feedback without your consent; and nothing in this Agreement restricts the use by you of such feedback or ideas that you provide to us.

5. Your Product.

Ownership of Your Product.

You retain all copyright and other proprietary rights in Your Product (as defined herein) you use in connection with Parative.

Authorization to use Your Product API.

In order to provide the use of Parative for your use, we need your permission to utilize the Your Product (as that term is defined in Section 13, below) for that purpose. Accordingly, you hereby grant to us a royalty-free, non-exclusive, non-transferable, worldwide license to access the application programming interface for Your Product (the “API”) through your application, solely to enable provision of the SAAS service with Your Product, which may include communicating and exchanging data with each End User through the API and otherwise to the extent necessary for the operation and use of Parative for Your Product.

Other Customers.

You acknowledge that our business involves assisting customers in the development, production and licensing of computer software and services, and in consulting related thereto. You agree that this Agreement does not limit or restrict our ability to engage in such business or limit our ability to provide Parative to any third party, even if such third party is a direct competitor of yours. Accordingly, notwithstanding the above, we and our personnel shall be free to use and employ our and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment; provided that such use does not contain Your Product, End User Data or your Confidential Information.

6. Our IP.

Ownership of Our IP.

We retain all copyright and other proprietary rights in Our IP.

Authorization to Use Our IP through Parative.

We grant you the non-transferable, non-exclusive, worldwide, royalty-free license during the Subscription Term to use, reproduce and display Our IP on or through, Parative in a manner consistent with the other provisions of this Agreement.

7. End User Data

Ownership of End User Data.

As between us and you, you own all rights in End User Data.

Use of End User Data.

To the extent any of the rights you may have in End User Data, you grant us the non-exclusive right to use, distribute, reproduce, modify, adapt and display End User Data solely for the purposes of providing Parative to you and each End User.

Responsibility for Conduct.

You understand that all End User Data, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such End User Data originated. We do not control the End User Data posted via Parative and, as such, do not guarantee the accuracy, integrity or quality of such End User Data.

Standards of Conduct; Screening of End User Data.

You agree not to use Parative (or cause any End User to use Parative) in violation of our standards of conduct posted at www.parative.com/conduct (the “Standards of Conduct”) as amended from time to time, in particular you may not: use Parative in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to Parative, and any export or re-export laws, rules and regulations; interfere with or disrupt Parative or take any steps to interfere with or in any manner compromise any security measures with respect to Parative or any data or file transmitted, processed or stored on or through Parative. We may or may not pre-screen End User Data, but that we and our designees shall have the right (but not the obligation) in our and their sole discretion, respectively, to pre-screen, refuse, or move any End User Data that is available via Parative. Without limiting the foregoing, we and our designees shall have the right to remove any End User Data that violates this Agreement or is otherwise objectionable.

Access to Account Information and End User Data.

We may access, preserve, and disclose your account information and End User Data (a) if required to do so by law to comply with legal process, provided that we promptly notify you in advance of such requirement (to the extent such notification is legally permissible) and reasonably cooperate with your efforts to limit, restrict or prevent such disclosure; (b) respond to claims that any End User Data violates the rights of third-parties or the Standards of Conduct, provided that we promptly notify you in advance of such response (to the extent such notification is legally permissible) and reasonably cooperate with your efforts to limit, restrict or prevent such disclosure; or (c) respond to your requests for customer service. Before disclosing any account information or End User Data, we agree that to the extent otherwise permissible under applicable law, we will provide you with advance notice in order to permit you to obtain an appropriate protective order or seek other legal relief to protect the confidentiality of such information.

8. CONFIDENTIALITY

8.1 As used in this Agreement, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the End User Data, terms of this Agreement business and marketing plans, technology and technical information, product designs, and business processes of either party.

8.2. “Confidential Information” does not include information that:

(a) is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party;

(b) is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that wasn’t bound by confidentiality obligations to the Disclosing Party at that time;

(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.

8.3. The Receiving Party shall not (a) use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under this Agreement or (b) disclose such Confidential Information to any third party, except those of its employees, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party.

8.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

9. PRIVACY, CONFIDENTIALITY & DATA PROTECTION.

Please refer to our privacy policy at www.parative.com/privacy for information on how we treat the information we gather about you.Confidentiality and Information Security:

(a) We will (i) maintain the confidentiality of all Personal Information (as defined in Section 13, below), and ensure that all individuals who are authorized to collect, use and retain Personal Information on our behalf have committed themselves to confidentiality terms no less restrictive than those contained herein, (ii) limit access to Personal Information to only those individuals who have a business need for such access, and (iii) undertake commercially reasonable steps to ensure the reliability of all individuals who have access to Personal Information. We shall implement and maintain commercially reasonable technical, physical, and administrative security controls to protect Personal Information from unauthorized access, use, or disclosure.

(b) We shall promptly (and in any event within seventy-two (72) hours) notify you of any unauthorized access, use, or disclosure of Personal Information (each a “Security Event”), and such notification shall, to the extent available, contain the following: (i) a description of the nature of the Security Event, including (where possible), the categories and approximate numbers of individuals likely to be impacted by the Security Event; (ii) a description of the likely consequences of the Security Event; (iii) a description of the measures taken, or proposed to be taken, to address the Security Event; and (iv) contact information of a Parlay App representative from whom more information about the Security Event can be obtained. We shall reimburse you for all actual costs incurred by you in responding to, and mitigating damages caused by, a Security Event.

(c) We shall provide reasonable assistance to you to enable you to comply with your obligations and responsibilities under any applicable data protection law, including with respect to individuals exercising their data privacy rights and privileges. We will immediately (and in any event within seventy-two (72) hours) refer to you any correspondence, inquiry, complaint, request, or demand (collectively or individually, “Data Notice'') concerning the processing of Personal Information and shall not respond to any such Data Notice, unless otherwise required by law. Notwithstanding the foregoing, in response to any such Data Notice, we may furnish your contact information and request the Data Notice be submitted directly to you. Upon written request from you, we shall promptly (and in any event within ten (10) business days) provide you access to, or amend, correct, or delete Personal Information in our custody or control.

CCPA Disclaimers:

(a) In the event any End User Data is considered Personal Information, this Section 8(a) shall apply to such Personal Information. For purposes of this Section 8(a), the terms “Business,” “Personal Information,” “Process,” “Sale,” “Sell,” and “Service Provider” shall be ascribed the meaning set forth in the California Consumer Privacy Act of 2018 (as amended and codified at Cal. Civ. Code 1798.100 et. seq.).

(b) For the purposes of this Agreement, you shall be considered a “Business” and we shall be considered a “Service Provider.” You hereby appoint us to Process Personal Information on your behalf, and you grant us a limited, revocable, non-exclusive, transferable, sublicensable, royalty-free license to Process Personal Information as reasonably necessary to provide the services to you and End Users, and to monitor, modify, and improve (including develop) Parative, provided we shall not use such Personal Information for building or modifying household or consumer profiles to use in providing services to a third party, or cleaning or augmenting data acquired from another source. Both of us acknowledge and agree that the collection and disclosure of Personal Information to the other does not constitute, and is not the intent of either party for such disclosure to constitute, a Sale of Personal Information. We shall not, unless otherwise approved in writing by you, collect, retain, use, or disclose Personal Information for any purpose other than for the specific purpose of performing the services specified herein or as permitted by applicable law.

10. COPYRIGHT AND TRADE MARK POLICIES.

It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the right of repeat infringers to use Parative. Details of our policy can be found at www.parative.com/dmca

11. DISCLAIMERS AND LIMITATION OF LIABILITY; Release; Indemnification.

Disclaimers and Limitation of Liability.

Parative Service is provided “AS IS” without warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you. Except for claims for breach of confidentiality, breach of the licenses to Your Product, misuse of Personal Information, and violations of Section 8 (Privacy, Confidentiality & Data Protection) in no event will we be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of Parative, whether based on warranty, contract, tort or any other legal theory and whether or not we have been advised of the possibility of such damages. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you. In no event will you be liable for any direct, consequential or other damages.

Your Product.

You represent and warrant to us that you have all the rights, power and authority necessary to grant the licenses to Your Product. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) Your Product and any related items that you create, transmit or display or permit to be created, transmitted or displayed while using Parative and for the consequences of such actions by doing so.

Release.

Any arrangement between you and any End User relating to your use of Parative is solely between you and the End User; we are not a party to any such agreement. Any issues concerning that relationship must be resolved directly by you and the End User. We will not be held responsible and expressly disclaim any liability to you whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues. By using this Parative, you do hereby represent, understand, and expressly agree to hold us harmless for any claim or controversy that may arise from any disputes between you, any other user(s) of Parative or the End User.

12. CHANGES TO Parative; TERMINATION.

Features.

We (and not you or any third party) are the sole determinant of the features and capabilities of our products and services, and the schedule for releasing those features. Any feature or capability described as being developed or being available at some future date shall be understood as subject to implementation risks, and the unavailability of any such feature shall not be considered a breach of this Agreement unless and until we have confirmed in writing that such feature has been actually implemented in a production version of our products or services.

Changes to Parative.

We reserve the right to modify, replace, or add to the features of our products and services in our discretion at any time, without notice, so long as any change does not materially reduce the functionality of Parative. In addition, we have the unrestricted right to make changes (including removing features) required to comply with applicable law or minimize the potential for liability for defects without prior notice if necessary.

13. Termination.

Termination.

Either party will have the right to terminate this Agreement immediately by delivery of written notice to the other party if the other party is in material breach of any warranty, term, condition or covenant of this Agreement, and the breaching party has failed to cure that breach within thirty (30) calendar days after receiving written notice of that breach and of the non-breaching party’s intention to terminate. You have the right to terminate this Agreement for any reason within thirty (30) calendar days by delivery of written notice to us.

(b) Effect of Termination (including End of Subscription Term)

(i) Upon any termination of this Agreement (or expiration of the Subscription Term) your right to use Parative terminates and our right to use Your Product and End User Data terminates and we will destroy the End User Data provided we may retain copies solely for legal evidentiary purposes with respect to any claims we reasonably anticipate at the time of termination. Notwithstanding the foregoing, our confidentiality obligations under Section 8 shall continue with respect to End User Data and Confidential Information.

(ii) Sections 3, 4, 5(c), and 6 through 16 survive termination in accordance with their terms.

(iii) Termination does not relieve any party for breach occurring prior to termination, nor does it relieve you for any liability under Section 3 for amounts due for the period prior to termination.

14. CERTAIN DEFINITIONS.

“Communications” means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials expressly made available through Parative by an End User.

“End User Data” means Communications, Registration Information, Customer Service Communications or Log Information. “Registration Information” is any information provided when voluntarily registering for use of Parative, including, but not limited to, username and password and email address, and which may include Personal Information. “Customer Service Communications” is any information that is reported to us about the operation of Parative, including bug reports or requests for enhancements. “Log Information” is information servers automatically record relating to the usage of the system which may include information such as Internet Protocol address, other addressing information, the date and time of requests and authentication tokens used to validate the identity of a user.

“Our IP” means materials for use with Parative provided by us to you in connection with your use of Parative, or used by us to provide Parative. Any modification to Our IP, whether made by you or us, shall be considered Our IP (except solely to the extent such modification consists of your trade secret or other proprietary or Confidential Information or information relating to your employees).

“Personal Information” is information that you or an End User provides to us which directly or indirectly personally identifies or can be used to personally identify an individual, such as by name, email address or billing information.

“Purchase Order” means the document submitted under, executed under or referring to this Agreement specifying the kind and quantity of usage rights and the related Subscription Term, which may be a web-submitted form.

“Subscription Term” means the period authorized in a Purchase Order for you to utilize Parative.

“Your Product” is materials you provide us for use with Parative.

15. GENERAL.

We administer Parative from our offices in the Commonwealth of Massachusetts, USA. You may not use or export or re-export Parative Service or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access Parative from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of laws. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, USA, to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16. ACCEPTING THE Agreement.

Accepting Agreement.

In order to use Parative, you must first agree to this Agreement. You may not use Parative if you do not accept this Agreement. You can accept this Agreement by submitting a Purchase Order referring to this Agreement; by clicking to accept or agree to this Agreement, where this option is made available to you by us in the user interface for any service; or by actually using Parative. You agree that we will treat your use of Parative as acceptance of this Agreement from that point onwards.

Eligibility.

You may not use Parative and may not accept this Agreement if (a) you are not of legal age (either under the laws of the Commonwealth of Massachusetts or the laws of the jurisdiction of which you are a resident or from which you use Parative) to form a binding contract with us, or (b) you are a person barred from using Parative under the laws of the United States or other countries including the country in which you are resident or from which you use Parative.

Use by Minors.

Any individual under the age of 18 years (“Minor”) must have a parent or guardian accept this Agreement in order for such Minor to use Parative. A parent or guardian who accepts this Agreement on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with this Agreement, including any payment obligation. A parent or guardian who accepts this Agreement on behalf of a Minor will continue to be primarily liable for the obligations mentioned in this Agreement even when the Minor has attained the age of 18, unless the parent or guardian obtains our express written consent to the contrary.

Acceptance of Agreement by an Organization.

If you are entering into this Agreement on behalf of a company or other organization, you must have the authority to bind your company or organization to this Agreement and commit funds on its behalf. Titles that typically carry that authority include, without limitation: Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager. We may reject this Agreement if we determine, in our sole discretion, that you do not have the appropriate authority. In any case, if you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind it to this Agreement and commit funds on its behalf, and the terms “you” and “your” will refer to that company or organization.

Representation of Eligibility.

In any of the above cases, you represent that you satisfy all of the above eligibility conditions. If you do not satisfy the above conditions, or if you do not agree with this Agreement, you may not use Parative or any portion thereof; in that case we may also terminate this Agreement and your use of Parative immediately without liability to you.

Acceptance by Electronic Submissions.

You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through Parative. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

17. AMENDMENT AND UPDATING OF this Agreement.

We may desire to make changes to this Agreement from time to time to update it, for example to add references to different products and services, including increasing the price of Parative, and such changes may be made accordance with any one of the following procedure:

By Agreement.

A modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.

New Orders.

We may specify amended or updated terms that apply to a new Purchase Order, and we will make a new copy of this Agreement available to you as part of the order process and may require you to accept it as a condition to the provision of the new or updated materials.

Renewals.