SYNQY Persuasion Engine License and Services Agreement

Effective: December 9, 2019

If you enroll in the SYNQY Persuasive Product Ad Network™, register with SYNQY.net or SYNQY.com, use the SYNQY Persuasion Engine™ Platform or otherwise use the SYNQY platform, you accept this License and Services Agreement (“Agreement”) and agree to be bound by its terms in full.

Please read them carefully.

Your Agreement with SYNQY

Your use of the SYNQY Persuasive Product Ad Network or the SYNQY Persuasion Engine Platform is governed by this License and Services Agreement (the “Agreement”), which constitutes a binding agreement between you and SYNQY.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE NETWORK, THE PLATFORM OR ANY OF THE SERVICES PROVIDED BY SYNQY IN CONNECTION THEREWITH.

SYNQY” means SYNQY Corporation located at 3380 Vincent Road, Pleasant Hill CA 94523 United States, and its subsidiaries or affiliates involved in providing the SYNQY Persuasive Product Ad Network and the SYNQY Persuasion Engine Platform.

Persuasive Product Ads” are Script-enabled advertisements, represented by an image, videos or HTML on websites or apps that, when engaged (loaded, rolled over, or clicked), display content (images, videos, infographics, microsites, apps, or any combination thereof) via the SYNQY Persuasion Engine Platform.

The “SYNQY Persuasion Engine Platform” means the services SYNQY makes available through any SYNQY website, and any SYNQY applications, SYNQY embed codes, SYNQY API, SYNQY Add-ons, individual Persuasive Product Ads, and any other software or services offered by SYNQY in connection with or relating to any of those.

The “SYNQY Persuasive Product Ad Network” means the services SYNQY makes available through the SYNQY Persuasion Engine and any other software or services offered by SYNQY, in connection with or relating to any of those, where advertisers can buy ads across multiple retailers and/or marketplace publishers and where retail and/or marketplace publishers can make their ad inventory available to media buyers.

Order” means an ordering document or online order specifying the services to be provided hereunder that is entered into between you and SYNQY, including any addenda and supplements thereto. In order to use the SYNQY Persuasion Engine Platform, you must first agree to this Agreement and other documents made available to you by SYNQY. You understand and agree that your enrollment or registration with SYNQY, or your execution of an order form that references this Agreement, or any other use by you of the SYNQY Persuasion Engine Platform will constitute your acceptance of this Agreement in full.

You may not use the SYNQY Persuasion Engine Platform if you are a person barred from using any SYNQY services under the laws of the United States or other countries, including the country in which you are resident or from which you use the SYNQY Persuasion Engine Platform.

The SYNQY Persuasion Engine Platform may not be used by anyone under the age of 18. You hereby affirm that you are over the age of 18.

You agree your purchase of the SYNQY Persuasion Engine Platform services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by SYNQY or any of its affiliates (or any of their partners, employees, representatives or the like) regarding future functionality or features.

Your Account and Use of the SYNQY Persuasion Engine Platform

You must provide accurate and complete registration information when you register to use the SYNQY Persuasion Engine Platform and at any time thereafter when you are required to furnish information to SYNQY. You are solely responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify SYNQY immediately.

Your use of the SYNQY Persuasion Engine Platform must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

You agree not to (a) access (or attempt to access) the administrative interface of the SYNQY Persuasion Engine Platform by any means other than through the interface that is provided by SYNQY in connection with the SYNQY Persuasion Engine Platform, unless you have been specifically authorized to do so by SYNQY in writing, or (b) engage in any activity that interferes with or disrupts the SYNQY Persuasion Engine functionality or service (or the servers and networks which are connected to the service).

You may use the SYNQY Persuasion Engine Platform only to develop and/or run content and applications on the SYNQY Persuasion Engine Platform infrastructure. You may not access the SYNQY Persuasion Engine Platform for the purpose of bringing or threatening to bring an intellectual property infringement claim against SYNQY or for the purpose of creating a product or service competitive with the SYNQY Persuasion Engine Platform.

Privacy

Please carefully review our Privacy Policy, which sets forth SYNQY’s privacy policies and practices as they pertain to your activities and your data. SYNQY’s Privacy Policy governs your activities on the SYNQY Persuasion Engine Platform, as well as the SYNQY Persuasive Product Ad Network and the SYNQY.net and SYNQY.com websites. Our Privacy Policy is expressly incorporated herein by reference and may be updated from time to time. Your acceptance of this Agreement also constitutes your acceptance in full of the terms contained in our Privacy Policy.

SYNQY Persuasive Product Ad Network Program Requirements

You also agree to comply with the SYNQY Persuasive Product Ad Network Acceptable Use Policy, which is expressly incorporated herein by reference and which may be updated from time to time. Please carefully review our SYNQY Persuasive Product Ad Network Accepted Use, as it governs your activities on the SYNQY Persuasion Engine Platform as well as the SYNQY Persuasive Product Ad Network, and the SYNQY.net and SYNQY.com websites. Your acceptance of this Agreement also constitutes your acceptance in full of the terms contained in our Acceptable Use Policy.

Content on the SYNQY Persuasion Engine Platform and Take Down Obligations

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the SYNQY Persuasion Engine Platform are the sole responsibility of the person or entity from which such content originated. All such information is referred to below as the “Content.”

SYNQY reserves the right (but shall have no obligation) to monitor, edit and/or remove any or all Content from the SYNQY Persuasion Engine Platform. You represent and warrant that you own or otherwise control all of the rights to the Content or, if you are placing third party Content on the SYNQY Persuasion Engine Platform, that you have the authority to grant SYNQY the rights set forth herein with respect to such Content. You further represent and warrant that Content does not and will not infringe the intellectual or proprietary rights of any third party. You agree that all Content used by you on the SYNQY Persuasion Engine Platform shall strictly comply with the Acceptable Use Policy. You agree to immediately take down any Content that violates the SYNQY Persuasive Product Ad Network Acceptable Use Policy, including pursuant to a take down request from SYNQY. In the event that you do not comply with a request from SYNQY to take down certain Content, SYNQY reserves the right to directly take down such Content, disable your Persuasive Product Ad(s) and/or restrict or cancel your access to the SYNQY Persuasion Engine Platform.

Without limiting the foregoing, you agree to set up a process to respond to notices of alleged copyright infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is SYNQY’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down Content, disable your Persuasive Product Ads and/or restrict or cancel your access to the SYNQY Persuasion Engine Platform upon receipt of a valid DMCA notice.

In the event that you become aware of any violation of the Acceptable Use Policy by an end user of the SYNQY Persuasion Engine platform, you shall immediately terminate such end user’s account and notify SYNQY of the same. SYNQY reserves the right to disable Persuasive Product Ads in response to a violation or suspected violation of the Acceptable Use Policy.

You agree that you are solely responsible for (and that SYNQY has no responsibility to you or to any third party for) the Content that you create, transmit or display while using the SYNQY Persuasion Engine Platform and for the consequences of your actions (including any loss or damage which SYNQY may suffer) by doing so.

You agree that SYNQY has no responsibility or liability for the deletion of or failure to store any Content and other communications maintained or transmitted through the SYNQY Persuasion Engine Platform.

Modification of the SYNQY Platform; Termination or Cancellation of Account

You acknowledge and agree that SYNQY may modify the SYNQY Persuasion Engine Platform, and modify or cancel any of the SYNQY Persuasion Engine Platform individual services, from time to time without prior notice to you, subject to this Agreement. Examples of modifications to the SYNQY Persuasion Engine Platform include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

You may terminate this Agreement at any time by canceling your account on the SYNQY Persuasion Engine Platform. You will not receive any refunds if you cancel your account, but will still owe any outstanding Fees.

You agree that SYNQY, in its sole discretion and for any reason, may terminate your account or any part thereof. You agree that any termination of your access to the SYNQY Persuasion Engine Platform may be without prior notice, and you agree that SYNQY will not be liable to you or any third party for such termination. Upon any termination of the SYNQY Persuasion Engine Platform or your account this Agreement will also terminate, but the property rights, warranties, modifications, indemnifications, limits of liability and general legal terms shall continue to be effective after this Agreement are terminated.

EXCLUSION OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SYNQY PLATFORM IS AT YOUR SOLE RISK AND THAT THE SYNQY PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” SYNQY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SYNQY PLATFORM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYNQY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SYNQY PLATFORM WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SYNQY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SYNQY PLATFORM WILL BE ACCURATE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT SYNQY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

SUBJECT TO THE FOREGOING SECTION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SYNQY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON SYNQY’S LIABILITY TO YOU IN THE PARAGRAPH ABOVE SHALL APPLY WHETHER OR NOT SYNQY HAS BEEN OR SHOULD HAVE BEEN ADVISED OF OR AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You agree to hold harmless and indemnify SYNQY, and its subsidiaries and affiliates, and their respective officers, directors, employees, advertisers, licensors, suppliers, partners, publishers, agents and representatives from and against any third party claim arising from or in any way related to (a) your breach of this Agreement, (b) your use of the SYNQY Persuasion Engine Platform or any Persuasive Product Ads, (c) your violation of any applicable laws, rules or regulations in connection with the SYNQY Persuasion Engine Platform, or (d) your Content or your Persuasive Product Ads, including any and all liability or expense arising from claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. SYNQY will provide you with written notice of any claim, suit or action for which indemnification is sought hereunder.

Other Content

The SYNQY Persuasion Engine Platform may include hyperlinks to other websites, resources or content. SYNQY has no control over, and no responsibility for, any websites, resources or content that is provided by companies or persons other than SYNQY.

You acknowledge and agree that SYNQY is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources. You acknowledge and agree that SYNQY is not liable for any loss or damage which may be incurred by you or your end users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

Changes to the Terms

SYNQY may make changes to this Agreement (including without limitation our Privacy Policy or Acceptable Use Policy) from time to time. If we change this Agreement in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account; provided, however, that SYNQY may change its Privacy Policy or Acceptable Use Policy at any time without prior notice to you.

You understand and agree that if you use the SYNQY Persuasion Engine Platform after the date on which this Agreement has changed, such use will constitute your acceptance of the updated terms of this Agreement in full. This Agreement also governs your visit to SYNQY.com and SYNQY.net. We reserve the right to make changes to this Agreement, any of the policies incorporated herein by reference or any other SYNQY policies, any of our websites, the SYNQY Persuasion Engine Platform, the SYNQY Persuasive Product Ad Network or any other SYNQY service at any time and for any reason.

Electronic Communications

When you use the SYNQY Persuasion Engine Platform or SYNQY Persuasive Product Ad Network, visit SYNQY.com or SYNQY.net or any other SYNQY website, or chat with or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this or other applicable sites. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Trademarks

SYNQY, SYNQY.net, SYNQY.com, SYNQY Corporation, and the SYNQY Q logo or other SYNQY-related marks indicated on any of our site or properties are the exclusive property of SYNQY Corporation. SYNQY, the SYNQY Q logo, Persuasion Engine and Persuasive Product Ad Network are trademarks or service marks of SYNQY Corporation. None of the foregoing marks or logos, or any other marks or logos on our site, may be used in connection with any non-SYNQY product or service, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SYNQY Corporation or any of its affiliates or principals. All other marks not owned by SYNQY Corporation that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SYNQY Corporation.

Proprietary Rights

You acknowledge and agree that SYNQY and/or SYNQY’s licensors own all legal right, title and interest in and to the SYNQY Persuasion Engine Platform, including any intellectual property rights that subsist in the SYNQY Persuasion Engine Platform (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Except as expressly provided below, SYNQY acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Content or code that you create, submit, post, transmit or display on, or through, the SYNQY Persuasion Engine Platform, including any intellectual property rights which subsist in that Content or code (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with SYNQY, you agree that you are responsible for protecting and enforcing those rights and that SYNQY has no obligation to do so on your behalf. You acknowledge also that you have the right to display all the Content that resides in Persuasive Product Ads on the websites on which your Persuasive Product Ads will be posted.

Licenses and Restrictions

SYNQY hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use any Persuasive Product Ads provided to you by SYNQY as part of the SYNQY Persuasion Engine Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the SYNQY Persuasion Engine Platform as provided by SYNQY, in the manner permitted by this Agreement.

You may not (and you may not permit or help anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the SYNQY Persuasion Engine or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by SYNQY, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the SYNQY Persuasion Engine Platform or any applications running on the SYNQY Persuasion Engine Platform.

Open source software licenses for components of the SYNQY Persuasion Engine Platform released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern your agreement with SYNQY for the use of the components of the SYNQY Persuasion Engine Platform released under an open source license.

SYNQY claims no ownership or (except as provided in this Agreement) control over any Content inside your SYNQY. You and/or your advertisers retain copyright and any other rights already held in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the SYNQY Persuasion Engine Platform, you give SYNQY a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly display and distribute such Content for the purpose of enabling SYNQY to provide you with Persuasive Product Ads. Furthermore, by creating a SYNQY through use of the SYNQY Persuasion Engine Platform, you give SYNQY a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the purpose of enabling SYNQY to provide you with the SYNQY Persuasion Engine Platform.

You may choose to, or we may invite you to, submit comments or ideas about the SYNQY Persuasion Engine Platform, including without limitation about how to improve the SYNQY Platform or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SYNQY under any fiduciary or other obligation, and that we are free to use any Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Any such Ideas must comply with the Acceptable Use Policy. By submitting, posting or displaying Ideas on or through the SYNQY Persuasion Engine Platform or on SYNQY’s websites, you grant SYNQY a nonexclusive, worldwide, royalty-free, perpetual and irrevocable license to use, reproduce, adapt, modify, translate, publish, publicly display, distribute and create derivative works from such Idea for SYNQY’s own benefit, and to use your name in connection therewith.

You agree that SYNQY, in its sole discretion, may use your and your advertisers’ trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the SYNQY Persuasion Engine Platform.

General Legal Terms

This Agreement, together with the Master Agreement signed by you (as such agreements may be updated or amended from time to time), constitutes the whole legal agreement between you and SYNQY with the SYNQY Persuasion Engine Platform and governs your use thereof.

This Agreement also governs your use of the SYNQY Persuasive Product Ad Network, synqy.net and synqy.com websites generally or the SYNQY Persuasion Engine Platform in any form or on any device.

There are no third party beneficiaries to this Agreement. Nothing in this Agreement creates an agency, partnership or joint venture between you and SYNQY.

You agree that if SYNQY does not exercise or enforce any legal right or remedy contained in this Agreement or available to SYNQY under applicable law, such inaction by SYNQY shall not constitute a waiver of SYNQY’s rights, which shall remain in full force and effect.

If any term or condition contained herein shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining terms or condition. This Agreement may not be assigned by either party without the prior written consent of the other party, which consent may be withheld in the non-assigning party’s sole discretion; provided, however, that SYNQY may assign this Agreement without your consent (but with prior notice to you) in connection with a sale of SYNQY’s business