Media Management Technologies, Inc. Terms and Conditions of Service

These Terms and Conditions of Service and one or more Order Forms (collectively, this “Agreement”) are entered into by Media Management Technologies, Inc. (d/b/a Speed Shift Media), a Delaware corporation (“MMT”) and the entity executing this Agreement (“You”). This Agreement governs Your use of the applicable MMT software services. By clicking the “I accept” button, completing the registration process, or using a Service (as defined below), you acknowledge that you have reviewed and accept this Agreement and are authorized to act on behalf of, and bind to this Agreement, the entity owner of the applicable Account. By entering into this Agreement and using the Services, you represent and warrant that you do not direct your goods or services outside of the United States, and are not subject to data protection laws outside of the United States. In consideration of the foregoing, the parties agree as follows:

1. Definitions.

“Account” refers to the account for a Service.

“Activation Date” means the date when MMT first provides the Services to You under this Agreement.

“Application” means the MMT web-based application made available to You via web-based and/or mobile interfaces to utilize the Services.

“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five (5) business days, reduced to writing and marked “confidential” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

“Customer Content” means the information or data, including but not limited to inventory related data, images, logos, Dealer Personal Data and other intellectual property rights that You submit to MMT or collect, process or store using a Service.

“Documentation” means any accompanying documentation made available to You online by MMT for use with the Application, as updated from time to time.

“Order Form” means an ordering document specifying the applicable Services, that is entered into between You and MMT (and which may be entered into electronically), including any supplements to that document.

“Resultant Data” means data and information related to Your use of the Services that is used by MMT in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. For purposes of this Agreement, Resultant Data is considered separate and distinct from Customer Content, including Dealer Personal Data.

“Service” or “Services” means the proprietary services made available by MMT to You as described in the Documentation and Order Form, which may include MMT’s “Precision” marketing platform.

“Service Fees” means fees paid by You to MMT for use of the Services by You or on Your behalf through an Order Form.

“MMT Content” means any presentations, Documentation, photographs, illustrations, icons, articles, text, audio, video or other information or data provided or used by MMT in connection with the Services or Application. For the avoidance of doubt, MMT Content includes Resultant Data and any information, data, or other content derived from MMT’s monitoring of Your access to or use of the Services, but do not include Customer Content.

“Term” is identified in the applicable Order Form.

The words “include” and “including” mean “including but not limited to.” Additional terms applicable to specific Services may be defined in the Order Form.

2. Fees, Payment and Service.

You shall pay all fees specified in the Order Forms, which fees may vary depending on the usage of the applicable Services, as further described on the Order Forms. Except as otherwise specified in an Order Form: (a) fees are based on the Service purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant subscription term.

You shall provide MMT with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to MMT, as agreed upon pursuant to the Order Form. If You provide credit card information to MMT, You authorize MMT to charge the credit card for the Service as listed in the Order Form for the initial subscription term and any renewal subscription term(s). The charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, MMT will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. You are responsible for providing complete and accurate billing and contact information to MMT and notifying MMT of any changes to this information.

If any invoiced amount is not received by MMT by the due date, then without limiting MMT’s other rights or remedies: (a) those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (b) MMT may condition future subscription renewals and Order Forms on shorter payment terms; and (c) You shall also reimburse MMT for all expenses incurred by MMT in exercising its rights under this Agreement or applicable law with respect to Your default in payment, including reasonable attorney fees and the fees of any collection agency retained by MMT. If any amount owing by You under this or any other agreement for MMT’s services is thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts for which You have authorized MMT to charge to Your credit card), MMT may, without limiting MMT’s other rights and remedies accelerate Your unpaid fee obligations so that they all become immediately due and payable.

MMT may change its fees and payment policies for the Services from time to time. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys’ fees) incurred by MMT will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your Account.

You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any verbal or written public comments made by MMT regarding future functionality or features.

3. Free Trials.

If You register for a free trial or for the Services on a trial basis with limited functionality, MMT shall make the Service available to You on a trial basis free of charge (or at agreed-upon reduced fees) until the earlier of: (a) the end of the trial period for which You registered to use the applicable Service, at which point the Service will no longer be free of charge or available at the reduced rate; or (b) the Activation Date for any purchased Service. Additional trial terms and conditions may be applicable to the trial as specified in the offer. These additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

4. MMT Responsibilities; Service Details.

Subject to You fulfilling all of your obligations under this Agreement, providing reasonable cooperation to MMT to set up and establish the Services, and specifically paying all Service Fees due, MMT shall make the Service available to You pursuant to this Agreement including the applicable Order Forms (including any applicable upgrades or updates rolled out with respect to the Service generally). MMT makes no guarantees as to the continuous availability of the Service or of any specific feature of the Service.

5. Usage of the Service.

To register for the Service, You must complete the registration process by providing MMT with current, complete and accurate information as prompted by the applicable Order Form, including Your e-mail address (username) and password. You will protect Your passwords and take full and sole responsibility for Your own, and any unauthorized, use of Your accounts. You agree that the license granted to You is personal to You, and that You will not share, with any third party, any login information or credentials related to the Services or Your Account. You will notify MMT immediately upon learning of any unauthorized use of Your Account or any other breach of security. MMT’s staff may, from time to time, log on to Your Account in order to maintain or improve service, including to provide You with assistance with technical or billing issues.

You will promptly provide to MMT all relevant facts in your possession upon becoming aware of a likelihood of infringement or other illegal use or misuse by any third party of the Service or any related intellectual property rights. You will provide reasonable cooperation in any related suits and actions, at MMT’s request and expense.

6. Nonexclusive License; Restrictions on Use.

Subject to You fulfilling all of your obligations under this Agreement, providing reasonable cooperation to MMT to set up and establish the Services, and specifically paying all Service Fees due, MMT grants You a personal, limited, revocable, non-exclusive, non-sublicensable license to access and use the applicable Service and Application.

You are solely responsible for the accuracy of Your Customer Content, and You agree not to provide any Customer Content to MMT that You do not have the right to provide. MMT may modify Your Customer Content to comply with any laws, regulations, or policies in their sole discretion. Where MMT has modified such Customer Content, MMT will be responsible for such modification (but only for such modification).

You understand and agree that MMT may collect analytics data from Your website through the use of Analytics Services (as defined below), inventory systems or feeds, and other information You may provide, in order to provide the Services and that You will authorize, or otherwise enable such access. You hereby grant to MMT a royalty free, nonexclusive, nontransferable, perpetual license to use such data for the purposes of: (a) providing, diagnosing, and improving upon the Services; (b) consumer, vehicle, and industry research and reference; (c) confirming Your usage of the Services and Application in accordance with this Agreement; (d) interacting with You regarding Your Account and related matters; and (e) combining with other data to create proprietary reports, including market analysis summaries and other information.

7. Data Privacy and Security.

If in performing the Services MMT accesses, collects, uses, discloses, stores, or otherwise Processes any Personal Data (as defined below) the following shall apply. Notwithstanding the foregoing, You understand and agree that MMT does not directly collect Dealer Personal Data from Consumers, but uses Analytics Services to collect, aggregate and disclose anonymized analytics data with MMT. In order for MMT to provide the Services, You may be required to place our analytics pixel on Your website or as otherwise agreed to in writing by the parties. Where we utilize a pixel to provide Services, we do so consistent with this Section 7, unless otherwise agreed to by the parties in writing. You shall be solely responsible for complying with all laws applicable to the use of cookies on your website.

7.1. Data Privacy and Security Definitions.

“Analytics Services” is a subset of Subprocessors and means the advertising, analytics and marketing platforms which MMT uses to generate Pixels that collect data automatically from Your website(s), and which MMT uses to generate reports and optimize advertising campaigns from the aggregated Personal Data the Pixels collect during the course of MMT’s day-to-day activities in providing Services to You.

“Data Protection Laws” means all U.S. federal, state, or local data protection and privacy laws, rules, regulations, and requirements that apply to the Processing of Dealer Personal Data.

“Dealer Personal Data” means any Personal Data Processed by MMT and / or a Subprocessor on behalf of You in MMT’s capacity as a Business (or Processor) under this Agreement.

“Personal Data” means any information related to an identified or identifiable Consumer. Personal Data shall not include Deidentified Data or data which is deidentified, anonymized or aggregated prior to MMT collecting or otherwise receiving the data provided that MMT shall maintain the data in deidentified form and comply with all applicable laws relating to the Deidentified Data.

“Subprocessor” means any third party engaged by, or on behalf of MMT to Process Personal Data on behalf of MMT to the extent required to perform the Services under this Agreement.

In addition, “Business,” “Consumer,” “Personal Data,” “Process/Processing/Processed,” “Controller,” “Processor,” “Regulatory Authority,” and “Service Provider” (or equivalent terms) each has the same meaning as in the applicable Data Protection Laws.

7.2. Roles and Compliance with Data Protection Laws.

Each party will comply with all Data Protection Laws applicable to it in relation to Dealer Personal Data. With respect to Dealer Personal Data, You are the Business (or Controller) and MMT is Your Service Provider. Each party represents that it owns, and/or has obtained all necessary rights and consents to, Personal Data it discloses to the other party and provided any notices (or confirmed that such notices were provided) to Consumers as required by Data Protection Laws. You solely (i) determine the purposes and means of placing pixels, web beacons, cookies, or other similar codes and tracking technologies (“Pixels”) on Your website(s), and (ii) for placing Pixels in compliance with applicable Data Protection Laws, including but not limited to, where applicable, providing notice to Consumers of the use of Pixels, ensuring that the placement of Pixels on Your website(s) do not violate Data Protection Laws to which You are subject, and providing the right to opt out, as applicable. You shall also ensure that all notices comply with the obligations set forth by the Analytics Services Terms, which can be found at payments.google.com/payments/apis-secure/u/0/get_legal_document?ldi=334430.

7.3. Instructions

MMT shall only Process Dealer Personal Data in accordance with this Agreement and the order form, if applicable. This Agreement will be construed as Your final documented instructions and any further instructions will be agreed in writing. MMT will inform You if, in MMT’s opinion, an instruction infringes Data Protection Laws or the obligations to which MMT are bound by the Analytics Services.

7.4. Service Provider Obligations.

7.4.1. MMT will Process Dealer Personal Data to the extent necessary to: (1) perform the Services; (2) exercise MMT’s rights or uphold MMT’s obligations under this Agreement; and (3) comply with applicable laws (in which case MMT will, to the extent permitted by such laws, inform You of the legal requirement before Processing Dealer Personal Data for that purpose). MMT will not Sell or Share Dealer Personal Data, nor will it retain, use, or disclose Dealer Personal Data for any purpose other than for the specific business purpose of performing the Services. MMT will not Process Dealer Personal Data outside the direct business relationship between You and MMT, including retaining, using, or disclosing Dealer Personal Data for a commercial purpose other than providing the Services specified in the Agreement or as permitted by applicable law.

7.4.2. The details of the Processing of Personal Data pursuant to the Agreement are set forth in Attachment D to this Agreement.

7.4.3. MMT shall not combine Dealer Personal Data received from You with any other information MMT receives from or on behalf of another person or business or which it collects from its own interactions with Consumers.

7.4.4. MMT shall not disclose Dealer Personal Data to any third parties, except as required by law or permitted by the Agreement.

7.4.5. Subject to the terms of this Agreement, MMT will limit access to Personal Data to only its employees, Subprocessors, and other third parties who require access as part of providing the Services.

7.5. Assistance with Consumer Requests and Regulator Requests.

Where practicable, and upon written request, MMT will provide reasonable assistance to assist You in fulfilling Your obligations to respond to requests by a Regulatory Authority which You are subject, or for exercising a Consumer’s rights under Data Protection Laws. To the extent that MMT receives a request directly from a Consumer which can be associated with Your Consumers, MMT will notify You without undue delay. Notwithstanding the foregoing, MMT will not attempt to re-identify Personal Data for the purposes of responding to a Consumer’s request. MMT will not independently respond to requests from Your Consumers, unless required by Data Protection Laws.

Both Parties will assist the other in communicating and cooperating with any regulators relating to Dealer Personal Data. MMT shall notify You of all enquiries from a regulator that MMT receives which relate to the Processing of Dealer Personal Data under the Agreement, the provision or receipt of the Services, or either party’s obligations under the Agreement, unless prohibited from doing so at law or by the regulator. Unless a regulator requests in writing to engage directly with MMT, the Parties (acting reasonably and taking into account the subject matter of the request) agree that You shall be responsible for handling all regulator requests. You shall: (a) be responsible for all communications or correspondence with the regulator in relation to the Processing of Dealer Personal Data and the provision or receipt of the Services, and (b) keep MMT informed of such communications or correspondence to the extent permitted by law. At Your expense, MMT shall provide such assistance as You may request in relation to such a regulator request.

7.6. Assistance with DPIAs.

Where required by Data Protection Laws, MMT will provide You information related to MMT’s Processing of Personal Data to enable you to complete data protection impact assessments (“DPIAs”) taking into account the nature of Processing and the information available to You.

7.7. Subprocessors.

You grant MMT a general written authorization to engage the Subprocessors, including Analytics Services, in order for MMT to provide the Services. Upon written request, MMT shall provide you with a list of all Subprocessors who Process Dealer Personal Data on MMT’s behalf. MMT will: (a) enter into a contract with such Subprocessors containing the minimum data protection obligations as required by applicable Data Protection Laws; (b) inform You of any intended changes concerning the addition or replacement of Subprocessors and give You the opportunity to object to such changes; and (c) to the extent remain fully liable to You for the performance of Subprocessors if they fail to fulfil their data protection obligations.

7.8. Security.

To the extent applicable to the Processing and within the control of MMT, MMT will: (a) implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risks (in particular, the risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Dealer Personal Data), taking into account the state of the art measures, the cost of implementation and the nature, scope, context and purposes of Processing as well; and (b) assist You in ensuring compliance with the security obligations under Data Protection Laws, taking into account the nature of Processing and the information available to MMT.

7.9. Deletion or Return of Personal Data.

MMT will delete all Dealer Personal Data in MMT’s control or possession (and delete existing copies unless otherwise required by applicable laws) upon Your request, when no longer required to exercise or perform MMT’s rights or obligations under this Agreement. To the extent that MMT are required by applicable laws to retain Dealer Personal Data, MMT will isolate and cease all Processing of such Dealer Personal Data other than as required by such laws. A party’s rights and obligations under this provision will be continuous and survive the expiration or termination of this Agreement until all Dealer Personal Data is deleted, anonymized, or returned. The requirements in this provision do not apply to Personal Data Processed by MMT as an independent Controller.

7.10. Compliance Information and Audits.

MMT will (a) make available to You all information necessary to demonstrate compliance with the obligations under Data Protection Laws, and (b) allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You. In the event that any such audit reveals material gaps or weaknesses in MMT’s information security practices and/or compliance with these provisions, You shall be entitled to suspend transmission of Dealer Personal Data to MMT and terminate the Services in connection with the Processing of Dealer Personal Data until such issues are resolved.

7.11. Business Contact Data.

With respect to Personal Data regarding the other party’s personnel that have been exchanged in the ordinary course of business for the purpose of entering into this Agreement and administering the Services: (a) each party will act as a separate and independent Business; and (b) each party will Process such Personal Data in a manner consistent with Data Protection Laws.

7.12. Deidentified Data and Pseudonymous Data.

MMT may aggregate, anonymize, or otherwise deidentify Dealer Personal Data (meaning deriving or creating data that cannot reasonably be used to infer information about, or otherwise be linked to a particular individual or household). MMT may create and use Deidentified Data derived from Dealer Personal Data and/or the Services for its own purposes, including to provide its services, improve its operations, and enhance the features, functions, and performance of its services. All analysis and output derived from Deidentified Data, including any normative benchmarks or databases that include Deidentified data, shall be owned by MMT. You acknowledge and agree that Deidentified Data is not Personal Data under applicable Data Protection Laws. MMT shall be responsible for its compliance with all laws regarding Deidentified Data, including: (i) maintaining and using Deidentified Data only in a de-identified fashion; (ii) not attempting to associate or reidentify Deidentified Data with You or an individual; and (iii) not using Deidentified Data to infer information about, or otherwise link to, a Consumer or a device linked to a Consumer or household.

Where MMT Processes Pseudonymous Data under the Agreement, MMT will not attribute or attempt to attribute Pseudonymous Data to a Consumer. MMT will ensure that any information necessary to identify the Consumer is: (i) kept separately from Pseudonymous Data; and (ii) subject to effective technical and organizational controls that prevent access to such information.

7.13. Information Security Requirements.

You shall be responsible for securing all rights, consents and permissions to collect, use and disclose to MMT, or allow MMT to collect, use, retain and disclose, any Dealer Personal Data that You provide to MMT or authorizes MMT to collect in conjunction with the Agreement. As may be required by applicable law, You are responsible for disclosing to Your Personnel and other authorized users that MMT may receive and process Personal Data pertaining to its Personnel and other authorized users for the purposes of providing Services and pursuant to the Agreement. Furthermore, You shall be responsible for (A) the integrity of the Customer Content, including Dealer Personal Data, (B) the selection and implementation of controls to restrict access and use of the MMT software or Services to only authorized users, and (C) implementing commercially reasonable technical and organizational measures to secure and protect the Customer Content from unauthorized access and loss, such as maintaining access control and implementing the Services based on available features, functionality, configuration settings, or implementation methods. You shall be solely responsible for all costs associated with the mitigation and remediation of any noncompliance with these obligations, and shall reimburse MMT for all costs associated with mitigating any breach of security resulting from Your non-compliance. The responsibilities of Customer set forth in this Section 7.13 are not shared with MMT unless, and only to the extent that, any such responsibilities are expressly borne by MMT pursuant to the Agreement.

MMT shall implement and maintain a security program that protects Customer Content which complies with applicable law and commercially reasonable technical and organizational measures. MMT shall be responsible to ensuring the security and integrity of the Services except for where such security measures are in Your sole control or discretion.

8. Confidentiality.

Each party will protect the other party’s Confidential Information, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). Each party will limit access to Confidential Information of the disclosing party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein. Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

9. Indemnification.

To the extent permitted by applicable law, You will indemnify, hold harmless and defend MMT, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against MMT or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by MMT or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Application or Service, (iii) Your violations of applicable laws, including Data Protection Laws, rules or regulations, in connection with the Application or Service, (iv) any representations and warranties made by You concerning any aspect of the Application, Service, or results of using the Application or Service to any third party; (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the Application, Service, or results; (vi) violations of Your obligations of privacy to any third party; and (vii) any claims with respect to acts or omissions of any third party in connection with the Application, Service, or results. MMT will provide You with written notice of any claim, suit or action from which You must indemnify MMT. You will cooperate as fully as reasonably required in the defense of any claim. MMT reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

10. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATION, THE SERVICES, AND ANY CONTENT ASSOCIATED THEREWITH IS AT YOUR SOLE RISK AND THE APPLICATION, SERVICES AND ANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, MMT, MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. MMT AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE APPLICATION OR SERVICES OR THE CONTENT WILL MEET YOUR SUBJECTIVE REQUIREMENTS, OR (B) YOUR USE OF THE APPLICATION OR SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION OR SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MMT OR THROUGH OR FROM THE USE OF THE APPLICATION OR SERVICES SHALL CREATE ANY WARRANTY.

11. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, MMT WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF MMT OR ITS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. MMT’S (AND ITS AFFILIATES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.

MMT WILL NOT BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT OCCURRED MORE THAN ONE YEAR BEFORE YOU PROVIDE NOTICE OF THE CLAIM. THESE LIMITATIONS OF LIABILITY WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES.

YOU AGREE THAT MMT’S LIMITATIONS OF LIABILITY DETAILED ABOVE APPLY TO MMT, AS WELL AS MMT’S EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AFFILIATES, AND LICENSORS.

YOU ACKNOWLEDGE THAT THE FEES CHARGED UNDER THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THIS AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED BY MMT. IN CONSIDERATION OF THESE FEES, YOU AGREE TO THIS ALLOCATION OF RISK AND HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.

12. Proprietary Rights Notice.

The Application, Services, all associated MMT Content, and all intellectual property rights therein are (the “MMT IP”), and will remain, the property of MMT or its licensors, including MMT’s right to sole ownership of the Application and any documentation provided to You by MMT and the right to modify the Services and/or the Application at any time without notice to You. All rights in and to the MMT IP not expressly granted to You in this Agreement are reserved and retained by MMT and its licensors without restriction, including, MMT’s right to sole ownership of the MMT IP and Documentation. MMT’s ownership includes any suggestions, ideas, enhancement requests, feedback, or recommendations You may provide relating to the MMT IP (“Feedback”), and You hereby assign to MMT all right, title and interest in and to Your Feedback, the Resultant Data, and all intellectual property rights therein. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use any portion of the MMT IP outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile any portion of the MMT IP or otherwise attempt to discover any source code or trade secrets related to the MMT IP; (c) rent, lease, sell, assign or otherwise transfer rights in or to the MMT IP or Documentation; (d) use any portion of the MMT IP to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation any portion of the MMT IP; (f) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the MMT IP for any purpose without the express written consent of MMT; (g) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with MMT other than in the name of MMT; (h) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the MMT IP; (i) use data labeled as belonging to a third party in the Application or Service for purposes other than generating, viewing, and downloading Your Customer Content; (j) permit direct or indirect access to or use of the Application or Service in a way that circumvents a contractual usage limit; or (k) access the MMT IP in order to build a competitive product or service. You will comply with all applicable laws and regulations in Your use of and access to the Documentation and MMT IP. Any breach of this paragraph is a material breach of this Agreement that is incapable of cure. No rights are granted to You other than as expressly set forth in this Agreement.

13. Term and Termination; Account Suspension.

This Agreement commences on the effective date of the first Order Form and continues until all subscriptions have expired or have been terminated. The term of each purchased subscription is specified in the applicable Order Form. Upon any termination of this Agreement, (i) MMT will stop providing, and You will stop accessing the Service and Application, (ii) MMT will terminate Your Account, and (iii) the licenses granted to you under this Agreement will be revoked. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical Customer Content will no longer be available to You.

MMT may, at its sole option, terminate this Agreement immediately, if, in the opinion of MMT, You use the Services or Application in a manner that: (i) is not a good faith use; (ii) infringes on a third party’s intellectual property rights; (iii) is illegal, unlawful, or malicious; (iv) deemed improper by MMT in MMT’s sole discretion; (v) is defamatory, threatening, abusive, intimidating, or otherwise violates the rights of other, including without limitation other’s privacy rights or rights of publicity; accesses or uses (or attempts to access or use) another account of any customer or another user of the Services; (vi) transmits any software or materials that contain any viruses, worms, Trojan horses, defects, or other items of a destructive nature; frame or mirror any portion of the MMT website or the Services; (vii) harvests or collects information about or from other customers of MMT; or (viii) probes, scans, or tests the vulnerability of the MMT website or Services.

MMT may also terminate this Agreement, and cease providing the Services immediately in the event: (i) You breach any term of this Agreement; or (ii) the Application or Services, or any part thereof, are deemed by MMT or alleged or determined by an appropriate governmental authority to violate any local, state, or federal law or regulation.

14. Modifications to Terms of Service.

MMT may, at any time and in its sole discretion, modify this Agreement, including the Terms and Conditions or any additional terms that apply to the Services and/or Application. MMT will notify You of such modification through the Application or by other means reasonably calculated to reach You. Your continued use of the Services and/or Application after the effective date of the modifications are contingent upon and will constitute Your acceptance of the modifications. No other amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of MMT.

15. Miscellaneous, Applicable Law and Venue.

MMT will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including all Order Forms) represents the complete agreement between You and MMT concerning its subject matter, and supersedes all prior or contemporaneous agreements or representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. In the event legal action is taken by MMT to enforce its rights under this Agreement, You shall reimburse MMT for all costs and expenses incurred by it, including reasonable attorneys’ fees and court costs. This Agreement will be governed by and construed under the laws of the state of Delaware without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Delaware law, rules, and regulations, Delaware law, rules and regulations will prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the state or federal courts located in Delaware. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. Any notices to MMT must be sent to: Media Management Technologies, Inc., PO Box 3264, Palm Beach, FL 33480, attn: President, with a copy to Phillip M. Slinkard, 500 West 5th Street, Suite 1210, Austin, Texas 78701, via first class or air mail or overnight courier, and are deemed given upon receipt. No failure to exercise, and no delay in exercising, any right will operate as a waiver; nor will any single or partial exercise of a right preclude any further exercise of that right or the exercise of any other right. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer (including by merger, operation of law or otherwise) any of Your rights in this Agreement without MMT’s prior written consent, and any such attempt is void. The relationship between MMT and You is not one of a legal partnership, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 2, 6 (except the first paragraph), 7, 8, 9, 10, 11, 12, 13 and 15.

Contact

Please contact us at 1.855.520.9177 if you have a concern regarding the Terms of Use.

Last updated: April 1, 2025