Property of Rocketing Systems, Inc.

These Terms of Use constitute an agreement (this "Agreement") for the provision of Buzzbassador, property of Rocketing Systems Inc, and any person or entity opening an online account with Buzzbassador ("Customer") as specified in the information provided by Customer to Buzzbassador in the online registration form.

This Agreement is effective as of the date Customer clicks "I accept" or a similar button in the process of opening an online account with Buzzbassador or performs installation of the software through any of the supported platforms (the "Effective Date"). Customer's use of and Buzzbassador's provision of the Cloud Services and Buzzbassador System (each as defined below) are governed by this Agreement.

1. DEFINITIONS.

The following terms shall have the following meanings whenever used in this Agreement.

"Ambassador" means an individual or business entity generating its own traffic and thus rewarded by a respective Merchant with whom such Ambassador has a contractual relationship for qualified sales, leads, clicks, or other measurable action registered by Merchant on Merchant's website.

"Ambassador Sales Revenue" means the total amount of the proceeds received from the sale of products or services by Customer acting as a Merchant and generated by Merchant's Ambassadors as tracked back to Customer in the System. Such amount shall be net of the amounts with respect to any and all sales, property, use, value-added and similar taxes and discounts.

"Aggregate Data" has the meaning ascribed to it in Section 4.11 hereof.

"Cloud Services" means such software as a service ("SaaS") and related services as Buzzbassador may provide from time to time to its Customers acting as Merchants with respect to one or more Ambassadors via the System, including Ambassador Sales Revenue tracking and management services for the purposes of tracking, reporting, and issuance of commission payments by Merchants to Ambassadors on a subscription basis.

"Confidential Information" has the meaning ascribed to it in Section 9.

"Customer" means: individual or business entity that is using the services provided by Buzzbassador and therefore Rocketing Systems, Inc.

"Creator" means any individual who creates an account on the System, whether by applying to a Customer's ambassador, affiliate, or influencer program, accepting an invitation from a Customer, or registering directly with Buzzbassador, and who agrees to Buzzbassador's Creator Terms of Service (available at https://buzzbassador.com/creator-terms). A Creator is a direct user of the System and maintains an independent relationship with Buzzbassador separate from any relationship with any individual Customer. 

"Creator Account Data" means data that a Creator directly provides to, generates within, or stores on the System in connection with their Buzzbassador account, including but not limited to: the Creator's name, email address, profile information, social media profile URLs, biography, profile photo, payment and payout information, tax information, communication preferences, and any other information the Creator inputs into or configures within their Buzzbassador account. Creator Account Data is controlled and owned by Buzzbassador in its capacity as an independent data controller with respect to Creator accounts, and is expressly excluded from the definition of Customer Data. 

"Customer Data" means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer's Users. For the avoidance of doubt, Customer Data does not include Creator Account Data (as defined herein) or Discovery Data (as defined herein). Customer Data includes merchant-specific transactional data such as order data, commission records, sales tracking data, discount code usage, payout records, and program activity logs generated within the System in connection with a Creator's participation in Customer's specific program. 

"Customer Order" means an order for access to the System on a subscription basis entered by Customer through Buzzbassador's online registration process on the Shopify App Store and acknowledged by such Customer through a click-to-agree online process.

"Data Processing Addendum" or "DPA" means any data processing addendum or similar agreement executed between Buzzbassador and Customer governing the processing of Personal Data in connection with the Services. 

"Data Protection Laws" means all applicable federal, state, and local laws, rules, regulations, directives, and governmental requirements relating to data privacy, data protection, data transfer, and data security, including without limitation the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, "CCPA/CPRA"); the Virginia Consumer Data Protection Act; the Colorado Privacy Act; the Connecticut Data Privacy Act; the Texas Data Privacy and Security Act; the Minnesota Consumer Data Privacy Act; the Maryland Online Data Privacy Act; and all other U.S. state comprehensive privacy laws now in effect or hereinafter enacted, as well as the General Data Protection Regulation (EU) 2016/679 ("GDPR") to the extent applicable. 

"Documentation" means Buzzbassador's standard manual related to use of the System, as well as any additional documentation provided to Customer in connection with this Agreement.

"Discovery Data" means all data independently sourced, compiled, curated, or generated by Buzzbassador through its Creator Discovery and Done-For-You Outreach services, including but not limited to creator and influencer names, social media profile URLs, email addresses, audience demographics, engagement metrics, content categories, and any other information gathered by Buzzbassador through its own research, proprietary database of over 500,000 creators, third-party tools, and public social media platforms. Discovery Data is the proprietary information of Buzzbassador and is not Customer Data, regardless of whether such data is subsequently delivered to Customer as part of the Discovery or Done-For-You Outreach services. 

"Discovery Services" means the optional, premium, human-run Creator Discovery influencer matching service and Done-For-You Outreach influencer recruitment service offered by Buzzbassador to eligible Customers, as further described in the Discovery Terms and Conditions available at https://buzzbassador.com/discovery-terms, which are incorporated herein by reference.

"Excluded Data" has the meaning ascribed to it in Section 4.10 hereof.

"Feedback" has the meaning ascribed to it in Section 8.2 hereof.

"Merchant" means an e-commerce entity paying a commission, referral fee or similar compensation to an Ambassador for qualified sales or other measurable action by a visitor generated or referred to by such Ambassador to the Merchant's website.

"Personal Data" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as further defined under applicable Data Protection Laws. 

"Personal Data Breach" means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed by Buzzbassador. 

"Privacy Policy" means Buzzbassador's privacy policy, currently posted at https://buzzbassador.com/privacy-policy/

"Shopify" means Shopify Inc., the operator of the Shopify e-commerce platform through which the System is distributed and with which the System integrates. 

"Shopify Agreements" means, collectively, the Shopify Terms of Service, the Shopify Partner Program Agreement, the Shopify API License and Terms of Use, and any other agreements, policies, or guidelines imposed by Shopify on merchants or application developers, as amended from time to time.

"Sub-processor" means any third-party entity engaged by Buzzbassador to process Personal Data on Buzzbassador's behalf in connection with the System or Cloud Services.

"Subscription Fees" has the meaning ascribed to it in Section 3.1 thereof.

"System" means Buzzbassador's proprietary online platform designed for building and sharing software, SaaS and mobile application integrations for the Cloud Services, using the visual workflow editor or any major programming language.

"Buzzbassador Discovery" means the new influencer discovery and matching service that facilitates creator matching with brands through the System.

"Term" is defined in Section 14.1 below.

"User" means any individual who uses the System on Customer's behalf or through Customer's account or passwords, whether authorized or not.

"Website" means the website owned and operated by Buzzbassador at https://buzzbassador.com OR the Shopify App Store at https://apps.shopify.com/buzzbassador where the Customer/Merchant installs Buzzbassador to their Shopify Store.

2. THE SYSTEM AND SHOPIFY INTEGRATION.

2.1. Use of the System. During the Term and provided that this Agreement has not been terminated by either party, and in consideration of the payment of the Subscription Fees, Customer may access the System for the purpose of using Cloud Services pursuant and subject to: (a) the terms of any outstanding Customer Order, including such features and functions as the Customer Order provides and any limitations on the number of Ambassadors; and (b) Buzzbassador's other policies posted on its Website at buzzbassador.com, as such policies may be updated from time to time.

2.2. Shopify Platform Integration. The System is distributed exclusively through the Shopify App Store and integrates with Shopify's e-commerce platform. Customer acknowledges and agrees that: (a) Customer's use of the System is subject to and conditioned upon Customer's compliance with the applicable Shopify Agreements, including the Shopify Terms of Service; (b) Buzzbassador's provision of the System is subject to the Shopify Partner Program Agreement and the Shopify API License and Terms of Use, which may impose requirements on how Buzzbassador accesses, processes, and retains data obtained through Shopify's APIs; (c) in the event of any conflict between this Agreement and the Shopify Agreements with respect to data handling, security, or privacy obligations imposed on Buzzbassador as a Shopify application developer, the more restrictive requirement shall control; and (d) Shopify may modify its platform, APIs, or requirements at any time, and Buzzbassador shall use commercially reasonable efforts to maintain compatibility but shall not be liable for disruptions caused by changes to Shopify's platform that are outside Buzzbassador's reasonable control.

2.3. Shopify Data Handling Obligations. Customer acknowledges that Shopify imposes specific data handling requirements on application developers, including but not limited to: (a) mandatory compliance webhooks for customer data requests (customers/data_request), customer data deletion (customers/redact), and store data deletion upon app uninstallation (shop/redact); (b) protected customer data access requirements that limit the Personal Data accessible through Shopify APIs to data for which Buzzbassador has received approval; (c) the obligation to delete or anonymize merchant data within forty-eight (48) hours of app uninstallation, except as required by applicable law; and (d) restrictions on the use of Shopify merchant and customer data, including prohibitions on using such data for purposes other than providing the System's functionality. Buzzbassador shall comply with all such Shopify data handling requirements. Customer agrees that Buzzbassador's compliance with mandatory Shopify data handling obligations (including automatic data deletion upon app uninstallation) shall not constitute a breach of this Agreement. 

2.4. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users' use of the System.

2.5. System Revisions. Buzzbassador may revise System and Cloud Services features and functions at any time, including without limitation by removing such features and functions. If any such revision to the System or Cloud Services materially reduces features or functionality provided pursuant to a Customer Order, Customer may within 30 days of notice of the revision terminate such Customer Order, without cause, or terminate this Agreement without cause if such Customer Order is the only one outstanding.

3. FEES AND SUBSCRIPTION TERMS.

3.1. Fees. Customer (Merchant/Advertiser) shall pay Buzzbassador the fees for the access to the System and use of the Cloud Services ("Subscription Fees") in accordance with the schedule of Subscription Fees which are posted on the Website for the relevant System Service from time to time or as specified in the Customer Order. Subscription Fees are dependent on the usage plan and such other capacity limitations as may be stated in the schedule of Subscription Fees on the Website or in the Customer Form, if applicable.

3.2. Payment of Fees and Shopify Billing. Customer acknowledges and agrees that all Subscription Fees for the System are billed through Shopify's billing infrastructure as part of Customer's existing Shopify subscription invoice. Customer (Merchant/Advertiser) authorizes Buzzbassador to charge the applicable Subscription Fees through Shopify's Billing API. Specifically, Customer understands and agrees to the following: 

(a) Shopify Billing Cycle. The System operates on an independent 30-day billing cycle that is rolled up into Customer's regular Shopify subscription invoice. This means that Buzzbassador's recurring charges will appear on Customer's Shopify bill alongside Customer's Shopify subscription charges. The billing cycle for the System begins on the date Customer first approves the recurring application charge and recurs every 30 days thereafter, aligned with Customer's Shopify billing invoice date.

(b) Billing Timing. Because Buzzbassador charges are consolidated into Customer's Shopify invoice, the timing of charges is governed by Shopify's billing schedule. If Customer installs and activates the System on a date that differs from Customer's Shopify billing date, the initial charge may be prorated and included on the next Shopify invoice, covering both the prorated period and the upcoming billing period. Subsequent charges will recur on each Shopify billing cycle thereafter.

(c) Charges Upon Uninstallation. Customer acknowledges that charges for the System are triggered at the start of each billing cycle. If Customer uninstalls the application after a billing cycle has begun, the charge for that billing cycle will still appear on Customer's next Shopify invoice, as services were made available for that period. Buzzbassador is not obligated to provide a refund for any partial billing period in which the application was uninstalled after the billing cycle commenced.

(d) Plan Changes. If Customer upgrades or downgrades their Subscription plan during an active billing cycle, Shopify will prompt Customer to accept a new recurring application charge. The prior charge will be canceled and replaced by the new charge. Shopify may issue prorated credits or charges as applicable per Shopify's billing policies.

3.3. Auto-Renewal, Cancellation, and Refund Policy.

IMPORTANT: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH 30-DAY BILLING PERIOD AT THE THEN-CURRENT SUBSCRIPTION FEE RATE, UNLESS YOU CANCEL BEFORE THE START OF THE NEXT BILLING CYCLE. BY APPROVING THE RECURRING APPLICATION CHARGE THROUGH SHOPIFY, YOU EXPRESSLY CONSENT TO THESE AUTO-RENEWAL TERMS AND AUTHORIZE SHOPIFY TO CHARGE THE APPLICABLE FEES ON YOUR BEHALF ON EACH RECURRING BILLING DATE.

(a) How to Cancel. Customer may cancel their subscription at any time by uninstalling the Buzzbassador application from their Shopify store through the Shopify Admin, or by contacting Buzzbassador at corporate@buzzbassador.com to request cancellation. Upon uninstallation, Shopify automatically cancels the recurring application charge. Cancellation is effective at the end of the then-current billing cycle, and Customer will retain access to the System through the remainder of that cycle.

(b) No Refunds for Active Billing Periods. Subscription Fees are charged at the beginning of each billing cycle for access to the System during that cycle. Because Buzzbassador makes the System and all Cloud Services fully available to Customer for the entire duration of each billing cycle, fees paid for any billing period in which the System was accessible are non-refundable. This includes situations where Customer neglects to cancel or uninstall the application before the next billing cycle begins. Customer is solely responsible for canceling their subscription prior to the renewal date if Customer no longer wishes to be charged. Buzzbassador is not obligated to issue refunds for charges incurred due to Customer's failure to cancel before a billing cycle renews.

(c) Discretionary Credits. Notwithstanding Section 3.3(b), Buzzbassador may, in its sole and absolute discretion, issue application credits through Shopify's billing system on a case-by-case basis as a courtesy. Any such credit is voluntary, does not establish a precedent or policy, and shall not be construed as an admission of obligation or liability. Application credits issued through Shopify may be applied toward future Shopify charges, including future Buzzbassador subscription charges, in accordance with Shopify's billing policies.

(d) Refunds Required by Law. Nothing in this Section 3.3 is intended to limit any refund rights that Customer may have under applicable law that cannot be waived by agreement. To the extent any applicable law requires a refund under specific circumstances, Buzzbassador shall comply with such requirements.

(e) Compliance with Auto-Renewal Laws. Buzzbassador shall comply with all applicable auto-renewal and subscription transparency laws, including the California Automatic Renewal Law (Cal. Bus. & Prof. Code Sections 17600-17606), the Restore Online Shoppers' Confidence Act (ROSCA), and any applicable state auto-renewal statutes. Customer's approval of the recurring application charge through Shopify constitutes Customer's express affirmative consent to the auto-renewal terms described in this Section 3.3.

4. CUSTOMER DATA, PRIVACY, AND DATA PROTECTION.

4.1. Use of Customer Data. Unless it receives Customer's prior written consent, Buzzbassador: (a) shall not access, process, or otherwise use Customer Data other than as necessary to operate and facilitate the System, to provide Cloud Services to Customer and to improve customer experience on the System; and (b) shall not grant any third party access to Customer Data, including without limitation Buzzbassador's other customers. Notwithstanding the foregoing, Buzzbassador may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Buzzbassador shall give Customer prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense.

4.2. Data Security. Buzzbassador shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data and Personal Data against unauthorized access, destruction, loss, alteration, or disclosure. Such safeguards shall be consistent with industry standards and applicable Data Protection Laws. Where a Data Processing Addendum is executed between the parties, the specific security requirements set forth therein shall supplement and, to the extent of any conflict, supersede the general obligations of this Section 4.2. 

4.3. Sub-processors. Buzzbassador may engage Sub-processors to assist in providing the Cloud Services. Buzzbassador shall maintain a list of its current Sub-processors, which shall be made available to Customer upon written request. Where a Data Processing Addendum is executed between the parties, the specific Sub-processor notification, objection, and approval procedures set forth therein shall govern. In all cases, Buzzbassador shall enter into written agreements with each Sub-processor imposing data protection obligations no less protective than those set forth in this Agreement. Buzzbassador shall remain liable for the acts and omissions of its Sub-processors to the same extent Buzzbassador would itself be liable under this Agreement. 

4.4. Personal Data Breach Notification. In the event Buzzbassador becomes aware of a Personal Data Breach affecting Customer Data, Buzzbassador shall: (a) notify Customer in writing without undue delay and in no event later than seventy-two (72) hours after becoming aware of the breach; (b) promptly investigate and take reasonable steps to contain and mitigate the breach; (c) provide Customer with reasonable information about the nature of the breach, the categories of data affected, and the measures taken or proposed to address the breach; and (d) cooperate with Customer in any post-breach investigation, remediation, and legally required notification efforts. Where a Data Processing Addendum is executed between the parties specifying a shorter notification timeline, the DPA timeline shall control.

4.5. Data Subject Requests and Cooperation. Buzzbassador shall provide reasonable cooperation and assistance to Customer in responding to requests from individuals exercising their rights under applicable Data Protection Laws, including but not limited to requests to access, correct, delete, opt-out of the sale or sharing of, or restrict the processing of Personal Data. Buzzbassador shall promptly notify Customer upon receiving any such request directly and shall not respond to such requests on Customer's behalf unless authorized in writing by Customer or required by law. Where a Data Processing Addendum is executed between the parties, the specific timelines and procedures set forth therein shall govern.

4.6. U.S. State Privacy Law Compliance. Buzzbassador acknowledges that Customer may be subject to various U.S. state comprehensive privacy laws. To the extent Buzzbassador processes Personal Data on behalf of Customer, Buzzbassador shall: (a) act as a "Service Provider" or "Processor" (as those terms are defined under applicable state privacy laws) with respect to Customer's Personal Data; (b) not sell, share, or otherwise make available Customer's Personal Data for cross-context behavioral advertising or any purpose other than providing the Cloud Services; (c) not retain, use, or disclose Customer's Personal Data for any purpose other than the business purposes specified in this Agreement; (d) not combine Customer's Personal Data with Personal Data received from or on behalf of other customers, except as expressly permitted by applicable law; (e) comply with all applicable obligations imposed on service providers or processors under applicable Data Protection Laws; and (f) provide the same level of privacy protection as required by applicable Data Protection Laws. Customer shall be responsible for providing all legally required notices to, and obtaining all necessary consents from, data subjects.

4.7. Shopify Platform Data Obligations. With respect to data obtained through the Shopify platform integration, Customer acknowledges and agrees that: (a) Buzzbassador's access to Customer Data through Shopify APIs is subject to Shopify's protected customer data requirements and approval processes; (b) Buzzbassador shall comply with Shopify's mandatory compliance webhooks, including processing data deletion requests and store data deletion requests within the timeframes mandated by Shopify; (c) upon uninstallation of the Buzzbassador application from a Customer's Shopify store, Buzzbassador shall delete or anonymize the relevant merchant and customer data in accordance with Shopify's requirements (currently within forty-eight (48) hours), except to the extent retention is required by applicable law or a separately executed Data Processing Addendum provides otherwise, and except that uninstallation shall not require deletion of Discovery Data (Section 4.17) or Creator Account Data (Section 4.18), as these categories of data are not Customer Data and are independently controlled by Buzzbassador; (d) Buzzbassador shall not use data obtained through Shopify's APIs to train artificial intelligence or machine learning models without explicit written consent from both Shopify and Customer, in accordance with Shopify's Partner Program Agreement; and (e) Customer's Personal Data accessible through the System may be limited by Shopify's protected customer data access controls, and Buzzbassador shall not be liable for any limitations on data access imposed by Shopify.

4.8. Artificial Intelligence and Machine Learning Restrictions. Buzzbassador shall not use Customer Data or Personal Data to develop, train, improve, or fine-tune any artificial intelligence or machine learning model, algorithm, or system, whether owned by Buzzbassador or any third party, without Customer's prior explicit written consent. This restriction applies to all forms of Customer Data, including de-identified or aggregated data derived from Customer Data. Notwithstanding the foregoing, Buzzbassador may use anonymized, aggregated data that is not reasonably linkable to any individual Customer or data subject for the purpose of improving the general functionality, performance, and security of the System, provided such use is consistent with applicable Data Protection Laws and any applicable Data Processing Addendum. 

4.9. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by Buzzbassador's staff, including without limitation, Merchant's websites or Ambassador's websites.

4.10. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Buzzbassador offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties. Notwithstanding the foregoing, nothing in this Section 4.10 shall limit Buzzbassador's obligations under Section 4.2 (Data Security) or any applicable Data Processing Addendum. 

4.11. Data Accuracy. Buzzbassador shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users. In addition, Buzzbassador shall not be responsible or liable for any ambassador commission payment calculation errors in connection with PayPal or other online payments made in reliance on the reports generated from the use of the System or of any application programming interface keys generated by the System.

4.12. Data Deletion and Return. Buzzbassador may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 30 days or more. Upon termination or expiration of this Agreement, or upon Customer's written request, Buzzbassador shall, at Customer's election, delete or return all Customer Data and Personal Data in its possession or control within thirty (30) days, except to the extent Buzzbassador is required to retain copies under applicable law, regulation, or Shopify's data handling requirements. Buzzbassador shall certify such deletion in writing upon Customer's request. Where a Data Processing Addendum is executed between the parties, the specific data return and deletion obligations set forth therein shall govern. For the avoidance of doubt: (i) data deletion triggered by uninstallation of the application from Shopify is governed by Section 4.7(c) and Shopify's requirements; (ii) deletion obligations under this Section do not extend to Discovery Data, as governed by Section 4.17; and (iii) deletion obligations under this Section do not extend to Creator Account Data or Creator accounts, as governed by Section 4.18. The scope of Customer's deletion rights is defined in Section 4.18(c). 

4.13. Data Portability and Export. Upon Customer's written request, Buzzbassador shall make Customer Data available for export in a commonly used, machine-readable format (such as CSV or JSON) within a reasonable timeframe not to exceed thirty (30) days. Buzzbassador shall not charge additional fees for data export requests made in connection with the termination of this Agreement. This provision is intended to satisfy applicable data portability requirements under Data Protection Laws and shall be interpreted consistently with such laws. For the avoidance of doubt, Customer's data portability rights under this Section extend only to Customer Data and do not include Creator Account Data (Section 4.18) or Discovery Data (Section 4.17). 

4.14. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Buzzbassador's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Customer's internal policies or practices or by law or regulation. CUSTOMER RECOGNIZES AND AGREES THAT: (a) BUZZBASSADOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA IN THE CONTEXT OF THE HEIGHTENED SECURITY MEASURES; AND (b) BUZZBASSADOR'S SYSTEMS, INCLUDING THE SYSTEM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

4.15. Aggregate and Anonymized Data. Notwithstanding the provisions above of this Article 4, Buzzbassador may use Aggregate Data in any way, in its sole discretion. "Aggregate Data" refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users, Ambassadors, end users or customers. Notwithstanding the foregoing, Buzzbassador's rights to use Aggregate Data shall be subject to: (a) any restrictions set forth in an applicable Data Processing Addendum between Buzzbassador and Customer, including but not limited to restrictions on combining data across customers; (b) the AI and machine learning restrictions in Section 4.8; and (c) Shopify's restrictions on the use of merchant and customer data under the applicable Shopify Agreements. 

4.16. Data Processing Addenda. To the extent a Data Processing Addendum ("DPA") is executed between Buzzbassador and Customer, the terms of such DPA are incorporated by reference into this Agreement. In the event of any conflict between this Agreement and an applicable DPA with respect to the processing of Personal Data, the DPA shall control. Buzzbassador shall comply with its obligations under any applicable DPA in addition to its obligations under this Section 4. 

4.17. Discovery Data Ownership and Retention. Customer acknowledges and agrees to the following with respect to Discovery Data and the Discovery Services: 

(a) Buzzbassador Ownership. Discovery Data is and shall remain the sole and exclusive property of Buzzbassador. Buzzbassador independently sources, researches, compiles, and curates Discovery Data through its own methods, proprietary database of over 500,000 creators, third-party tools, and public social media platforms. Customer's subscription to the Discovery Services entitles Customer to receive the deliverables described in the Discovery Terms and Conditions (available at https://buzzbassador.com/discovery-terms), but does not grant Customer any ownership interest in, or proprietary rights to, the underlying Discovery Data, Buzzbassador's creator database, or Buzzbassador's sourcing methods and processes.

(b) Discovery Data Is Not Customer Data. Discovery Data is expressly excluded from the definition of "Customer Data" under this Agreement. Accordingly, the data deletion, data return, data portability, and data processing obligations set forth in Sections 4.5, 4.7, 4.12, 4.13, and 4.16 of this Agreement, and any applicable Data Processing Addendum, do not apply to Discovery Data. For the avoidance of doubt, Buzzbassador's obligation to delete or anonymize data upon uninstallation of the application from Shopify (Section 4.7(c)) or upon termination of this Agreement (Section 4.12) does not extend to Discovery Data.

(c) Retention After Termination. Buzzbassador shall have the right to retain, use, and continue to store all Discovery Data following the termination or expiration of this Agreement, regardless of the reason for termination. This includes, without limitation, creator profiles, contact information, and match data that was delivered to Customer during the Term, even if the matched creator subsequently entered into a partnership, collaboration, or other relationship with Customer as a result of the Discovery Services. A creator's decision to work with Customer does not transfer ownership of the Discovery Data associated with that creator to Customer, nor does it create any obligation for Buzzbassador to delete such data upon termination.

(d) Use With Other Customers. Customer acknowledges that Buzzbassador may use Discovery Data, including creator profiles and contact information previously delivered to Customer, to provide Discovery Services or other services to Buzzbassador's other customers, both during and after the Term. Creators sourced through the Discovery Services are not exclusive to Customer unless exclusivity is separately agreed upon in writing between Customer and the individual creator.

(e) Distinction From Transactional Data. For clarity, data generated within the System as a result of a creator's onboarding to and participation in Customer's ambassador or affiliate program (such as order data, commission records, sales tracking data, and program activity) constitutes Customer Data and is subject to the applicable data handling provisions of this Agreement and any Data Processing Addendum. The distinction is as follows: Discovery Data (creator identity, contact information, social profiles, and match criteria sourced by Buzzbassador) remains Buzzbassador's property; transactional and program data (orders, commissions, affiliate activity generated through the Customer's use of the System) constitutes Customer Data subject to Section 4 of this Agreement.

(f) Discovery Terms. Customer's use of the Discovery Services is further governed by the Discovery Terms and Conditions available at https://buzzbassador.com/discovery-terms, which are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Discovery Terms with respect to the Discovery Services, the Discovery Terms shall control with respect to the scope and delivery of the Discovery Services, and this Agreement shall control with respect to all other matters, including data ownership, liability, and dispute resolution.

4.18. Creator Accounts, Independent Controller Status, and Creator Account Data. Customer acknowledges and agrees to the following with respect to Creators who use the System: 

(a) Dual Relationship. When an individual applies to, is invited to, or otherwise joins Customer's ambassador, affiliate, or influencer program through the System, that individual creates a Buzzbassador account and agrees to Buzzbassador's Creator Terms of Service, thereby establishing a direct, independent relationship with Buzzbassador that exists separately from and in addition to any relationship between the Creator and Customer. Buzzbassador is an independent data controller (not a processor acting on Customer's behalf) with respect to Creator Account Data, the Creator's Buzzbassador account, and the Creator's use of the System's platform features.

(b) Creator Account Data Is Not Customer Data. Creator Account Data is expressly excluded from the definition of "Customer Data" under this Agreement. Accordingly, the data deletion, data return, data portability, and data processing obligations set forth in Sections 4.5, 4.7, 4.12, 4.13, and 4.16 of this Agreement, and any applicable Data Processing Addendum executed between Buzzbassador and Customer, do not apply to Creator Account Data. Customer's rights under this Agreement and any Data Processing Addendum extend only to Customer Data (as defined and limited by Section 1 of this Agreement), not to Creator Account Data or to the Creator's Buzzbassador account.

(c) Scope of Customer Deletion Rights. When Customer exercises any right to request deletion of Customer Data, whether upon termination of this Agreement, uninstallation of the Buzzbassador application from Shopify, or pursuant to a Data Processing Addendum or applicable Data Protection Law, the scope of such deletion shall be limited to Customer Data as follows:

(i) Buzzbassador shall delete or anonymize the merchant-specific transactional data generated within Customer's program, including order data, commission records, sales tracking data, discount code usage, payout history, and program activity logs associated with Customer's account;

(ii) Buzzbassador shall disassociate Creators from Customer's program within the System, such that Customer will no longer have access to Creator profiles, Creator Account Data, or any Creator activity within the System;

(iii) Buzzbassador shall NOT delete, modify, suspend, or otherwise interfere with any Creator's Buzzbassador account, Creator Account Data, or the Creator's ability to continue using the System, including the Creator's relationships with other Customers on the platform;

(iv) Buzzbassador shall NOT delete any data that the Creator independently provided to or generated within the System (such as the Creator's name, email address, profile information, social media links, payment details, or communication preferences), as this data constitutes Creator Account Data controlled by Buzzbassador, not Customer Data controlled by Customer; and

(v) Buzzbassador shall NOT delete Discovery Data, as governed by Section 4.17 of this Agreement.

(d) Creator's Independent Rights. Each Creator's Buzzbassador account and Creator Account Data are governed by Buzzbassador's Creator Terms of Service and Buzzbassador's Privacy Policy, not by this Agreement or any Data Processing Addendum between Buzzbassador and Customer. A Creator may independently request modification or deletion of their own Creator Account Data directly from Buzzbassador in accordance with Buzzbassador's Privacy Policy and applicable Data Protection Laws. Customer has no authority to request deletion, modification, or restriction of a Creator's Buzzbassador account or Creator Account Data on the Creator's behalf, and Buzzbassador shall not honor any such request from Customer.

(e) Multi-Brand Creators. Customer acknowledges that Creators who join Customer's program through the System may simultaneously or subsequently participate in other Customers' programs on the platform. A single Creator may maintain relationships with multiple Customers through their one Buzzbassador account. Customer's termination, uninstallation, or data deletion request shall have no effect on the Creator's relationships with other Customers, the Creator's Buzzbassador account, or any Creator Account Data. Buzzbassador's obligation to protect the integrity of Creator accounts and Creator relationships across the platform takes precedence over any individual Customer's data deletion request to the extent such request would affect Creator Account Data or the Creator's ability to use the System.

(f) Buzzbassador as Independent Controller. For purposes of applicable Data Protection Laws, including but not limited to the California Consumer Privacy Act (CCPA/CPRA), Virginia Consumer Data Protection Act (VCDPA), and other U.S. state privacy laws listed in the definition of Data Protection Laws: (i) Buzzbassador acts as a Service Provider or Processor with respect to Customer Data processed on Customer's behalf in connection with Customer's use of the System; and (ii) Buzzbassador acts as an independent Controller or Business with respect to Creator Account Data, the operation and maintenance of Creator accounts, and the provision of platform services directly to Creators. These are separate and distinct processing activities with separate legal bases, and Customer's rights as a data controller extend only to category (i).

(g) DPA Limitations. Any Data Processing Addendum executed between Buzzbassador and Customer applies exclusively to the processing of Customer Data (as defined and limited by this Agreement) on Customer's behalf. No DPA between Buzzbassador and Customer shall be interpreted or construed to: (i) grant Customer any rights over Creator Account Data; (ii) impose data deletion, restriction, or return obligations on Buzzbassador with respect to Creator Account Data or Creator accounts; (iii) limit Buzzbassador's independent processing of Creator Account Data as an independent controller; or (iv) require Buzzbassador to take any action that would adversely affect a Creator's account, access to the System, or relationships with other Customers. If any provision of a DPA conflicts with this Section 4.18, this Section 4.18 shall control.

(h) Customer Cooperation. Customer shall not represent to any Creator that Customer has the ability to delete, suspend, or otherwise control the Creator's Buzzbassador account or Creator Account Data. If Customer receives a data subject access request, deletion request, or other privacy-related request from a Creator that pertains to the Creator's Buzzbassador account or Creator Account Data (as opposed to Customer Data within Customer's program), Customer shall direct the Creator to contact Buzzbassador directly at corporate@buzzbassador.com or through the privacy request mechanisms described in Buzzbassador's Privacy Policy.

5. CUSTOMER'S RESPONSIBILITIES AND RESTRICTIONS.

5.1. Acceptable Use. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties, including Customer's ambassadors, to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Buzzbassador may suspend Customer's access to the System without advanced notice, in addition to such other remedies as Buzzbassador may have.

5.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Buzzbassador immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

5.3. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws and regulations, including without limitation Data Protection Laws, the CAN-SPAM Act (15 U.S.C. Section 7701 et seq.), applicable state anti-spam laws, the Telephone Consumer Protection Act (TCPA), the Federal Trade Commission Act, the Shopify Agreements, and any other laws applicable to Customer's business, products, and marketing practices. Customer is solely responsible for ensuring that all marketing communications sent through or facilitated by the System comply with applicable anti-spam and electronic marketing laws, including obtaining all necessary consents from recipients. 

5.4. Users & System Access. Customer is responsible and liable for: (a) Users' use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer's account, whether authorized or unauthorized. The customer is responsible and declares that in any case where an explicit consent for providing the services of Buzzbassador is needed by the natural person, such consents shall have been obtained by the Merchant prior to the registration in Buzzbassador website and start using its services. Buzzbassador is not responsible for any faulty given information regarding the lawfulness of the provided consent of the natural person.

5.5. Shopify Terms Compliance. Customer represents and warrants that it is in compliance with all applicable Shopify Agreements, including the Shopify Terms of Service. Customer acknowledges that its use of the System is contingent upon its continued compliance with the Shopify Agreements and that Buzzbassador may suspend or terminate Customer's access to the System if Customer's Shopify store is suspended, terminated, or otherwise in violation of the Shopify Agreements. Customer shall not use the System in any manner that would cause Buzzbassador to violate the Shopify Partner Program Agreement or the Shopify API License and Terms of Use. 

5.6. Technical and Organizational Measures. The Customer herewith declares that it has adopted the appropriate technical and organizational measures including, where applicable those under the GDPR and applicable Data Protection Laws.

6. AMBASSADOR'S RESPONSIBILITIES AND RESTRICTIONS.

Ambassador acknowledges that they will use the System lawfully, accepts that all disputes about payments, tracking, transactions, and Merchant's clients are between the Ambassador and the Merchant. In its use of the System, Ambassador shall comply with all applicable laws and regulations, including without limitation Data Protection Laws, the CAN-SPAM Act, and applicable state anti-spam laws. Ambassador will not use any methods forbidden by law or abusive methods of referring visitors to the Merchant's store. Merchant or Buzzbassador may terminate the Ambassador's account if Ambassador is not following its restrictions and/or responsibilities.

7. ANTI-SPAM AND ELECTRONIC COMMUNICATIONS COMPLIANCE. 

7.1. Customer Obligations. Customer acknowledges that the System may facilitate the sending of electronic communications, including emails, between Customer and its Ambassadors. Customer is solely responsible for ensuring that all electronic communications sent through or in connection with the System comply with the CAN-SPAM Act (15 U.S.C. Section 7701 et seq.), applicable state anti-spam and electronic marketing laws (including but not limited to the Washington Commercial Electronic Mail Act and California Business & Professions Code Section 17529.5), the Telephone Consumer Protection Act (TCPA), and all other applicable laws governing commercial electronic messages. Without limiting the foregoing, Customer shall: (a) not use the System to send unsolicited commercial communications to recipients who have not provided valid consent; (b) include accurate header information and a functioning opt-out mechanism in all commercial emails; (c) honor opt-out requests promptly and in compliance with applicable law; (d) not use deceptive or misleading subject lines; and (e) maintain records of consent and opt-out requests as required by applicable law. 

7.2. Buzzbassador's Role. Buzzbassador provides the System as a platform and tool for Customer's use and does not control the content, timing, or recipients of communications sent by Customer through the System. Buzzbassador is not responsible for Customer's compliance with applicable anti-spam and electronic communications laws. Buzzbassador reserves the right to suspend or terminate Customer's access to any communication features of the System if Buzzbassador reasonably believes Customer is using the System in violation of applicable anti-spam or electronic communications laws.

8. IP AND FEEDBACK.

8.1. IP Rights to the System. Buzzbassador retains all right, title, and interest in and to the System, including without limitation all software, system software and applications used to provide the System, including any source code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the System. This Agreement is an agreement for services and does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer understands and agrees that the System and its components are protected by copyright and other laws.

8.2. Feedback. Buzzbassador has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Buzzbassador, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Buzzbassador's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. ("Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Buzzbassador's products or services.)

8.3. Limited License. Notwithstanding anything to the contrary contained herein, Customer hereby grants to Buzzbassador a limited royalty-free license and the right during the Term to disclose, use, modify, edit, create derivative works, reproduce and display for Buzzbassador's training, marketing, advertising, publicity and other business purposes Customer's information, data and content associated with Customer's Buzzbassador account and registration page, including without limitation, Customer's ambassador program terms and other text and graphic elements supplied by Customer, provided however that Buzzbassador will remove specifically identifiable information, such as individual names, office addresses, email addresses and order numbers, therefrom prior to sharing such Customer's information, data and content with third parties.

9. CONFIDENTIAL INFORMATION.

9.1. "Confidential Information" refers to the following items Buzzbassador discloses to Customer: (a) any document Buzzbassador marks "Confidential"; (b) any information Buzzbassador orally designates as "Confidential" at the time of disclosure, provided Buzzbassador confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, Customer Order, Statements of Work and any communications between Buzzbassador and Customer in relation to this Agreement, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Buzzbassador, whether or not marked or designated "Confidential." Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer's possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction; or (iv) is approved for release in writing by Customer.

9.2. Nondisclosure. Customer shall not use Confidential Information for any purpose other than the use of the System for its ordinary internal business purposes (the "Purpose"). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 9; and (b) shall not disclose Confidential Information to any other third party without Buzzbassador's prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care.

9.3. Injunction. Customer agrees that breach of this Article 9 would cause Buzzbassador irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Buzzbassador will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

9.4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 9.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Buzzbassador or certify, in writing, the destruction thereof.

9.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Buzzbassador will retain all right, title, and interest in and to all Confidential Information.

10. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA). 

10.1. Copyright Infringement Notification. Buzzbassador respects the intellectual property rights of others and expects its Customers and Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), Buzzbassador will respond to notices of alleged copyright infringement that comply with the DMCA and applicable law. If you believe that any content available through the System infringes your copyright, you may submit a written notification to Buzzbassador's designated DMCA agent containing: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location within the System; (c) your contact information (address, telephone number, and email address); (d) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner's behalf; and (f) a physical or electronic signature of the copyright owner or authorized representative. 

10.2. DMCA Agent. Buzzbassador's designated agent for receiving DMCA notifications is: Rocketing Systems, Inc., Attn: DMCA Agent, 4849 Greenville Ave. Ste. 100-154, Dallas, TX 75206, USA. Email: corporate@buzzbassador.com. Buzzbassador's DMCA agent is registered with the U.S. Copyright Office. 

10.3. Counter-Notification. If Customer or a User believes that content was removed or disabled as a result of a mistake or misidentification, Customer or User may submit a written counter-notification to Buzzbassador's DMCA agent containing: (a) identification of the material that was removed and its location before removal; (b) a statement under penalty of perjury that the material was removed as a result of mistake or misidentification; (c) consent to the jurisdiction of the federal court for the judicial district in which Customer's address is located; and (d) a physical or electronic signature. If a valid counter-notification is received, Buzzbassador may restore the material after ten (10) to fourteen (14) business days unless the copyright owner files a court action. 

10.4. Repeat Infringers. Buzzbassador reserves the right to terminate the accounts of Customers or Users who are found to be repeat copyright infringers. Buzzbassador will take reasonable steps to identify and disable accounts used for repeated infringement.

11. ACCESSIBILITY. 

11.1. Commitment to Accessibility. Buzzbassador is committed to ensuring that the System is accessible to individuals with disabilities. Buzzbassador shall use commercially reasonable efforts to design and maintain the System in substantial conformance with the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA, as published by the World Wide Web Consortium (W3C), or such successor standard as may become the prevailing industry benchmark. Buzzbassador shall maintain an accessibility statement on its Website describing its accessibility efforts, known limitations, and a method for users to report accessibility issues. 

11.2. Customer Acknowledgment. Customer acknowledges that: (a) the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and applicable state and local accessibility laws may impose obligations on Customer with respect to the accessibility of its online presence, including pages and content served through or in connection with the System; (b) Buzzbassador's accessibility efforts do not relieve Customer of its own independent obligations under applicable accessibility laws; and (c) Customer-generated content, including ambassador program pages, terms, images, and other materials uploaded to the System by Customer or its Users, is Customer's responsibility to ensure compliance with applicable accessibility standards. 

11.3. Reporting Accessibility Issues. Customers and end users may report accessibility barriers or issues by contacting Buzzbassador at support@buzzbassador.com. Buzzbassador shall make reasonable efforts to address reported accessibility issues in a timely manner.

12. REPRESENTATIONS & WARRANTIES.

12.1. From Buzzbassador. Buzzbassador represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Buzzbassador's representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Buzzbassador. In the event of a breach of the warranty in this Section 12.1, Buzzbassador, at its own option and expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Cloud Services and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination.

12.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.

12.3. Warranty Disclaimers. Except as provided in Section 12.1 above, CUSTOMER ACCEPTS THE SYSTEM, CLOUD SERVICES, AND ALL OTHER SERVICES "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) BUZZBASSADOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) BUZZBASSADOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) BUZZBASSADOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. Notwithstanding the foregoing disclaimers, nothing in this Section 12.3 shall limit Buzzbassador's obligations under Section 4.2 (Data Security), Section 11 (Accessibility), or any applicable Data Processing Addendum. 

12.4. Service Availability. Buzzbassador shall use commercially reasonable efforts to maintain the availability of the System. Buzzbassador targets a monthly uptime of 99.5% for the System, measured as total minutes in a calendar month minus downtime minutes, divided by total minutes in the calendar month. Scheduled maintenance windows shall not count toward downtime for purposes of this calculation, provided Buzzbassador gives reasonable advance notice. This target is a goal and not a guarantee. Buzzbassador shall not be liable for downtime caused by: (a) Shopify platform outages or API disruptions; (b) third-party hosting provider outages; (c) Customer's internet connection or equipment; (d) force majeure events; or (e) scheduled maintenance performed during off-peak hours with reasonable advance notice. Enterprise Customers may negotiate separate Service Level Agreements ("SLAs") with defined uptime commitments, service credits, and remedies, which shall be documented in a separate written agreement.

13. INDEMNIFICATION.

13.1. By Customer. Customer shall defend, indemnify, and hold harmless Buzzbassador, Rocketing Systems Inc., and any associates against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer's own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer's account, including without limitation by Customer Data; (d) claims that use of the System through Customer's account harasses, defames, or defrauds a third party or violates any other law or restriction on electronic advertising; and (e) claims arising from Customer's violation of applicable anti-spam, electronic marketing, or Data Protection Laws in connection with Customer's use of the System. Indemnified Claims include, without limitation, claims arising out of or related to Buzzbassador's negligence. Customer's obligations set forth in this Section 13.1 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. Buzzbassador will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

13.2. By Buzzbassador. Buzzbassador shall defend, indemnify, and hold harmless Customer against any third-party claim, suit, or proceeding arising out of or related to: (a) a Personal Data Breach caused by Buzzbassador's material breach of its obligations under Section 4.2 (Data Security) or any applicable Data Processing Addendum; or (b) Buzzbassador's material violation of applicable Data Protection Laws in its processing of Customer's Personal Data, but only to the extent such violation is not caused by Customer's instructions or Customer's breach of this Agreement. Buzzbassador's obligations under this Section 13.2 include retention and payment of attorneys and payment of court costs, as well as settlement at Buzzbassador's expense and payment of judgments; provided, however, that Buzzbassador's total aggregate liability under this Section 13.2 shall not exceed the limitation set forth in Section 15.1. Customer will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. 

13.3. Indemnification Procedures. The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance to the indemnifying party at the indemnifying party's expense. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent such failure materially prejudices the indemnifying party's ability to defend the claim. 

14. TERM AND TERMINATION.

14.1. Term. The term of this Agreement (the "Term") shall commence on the Effective Date and continue for the initial term selected by the Customer in the online registration process as specified in a Customer Order. Following its expiration, the Term will renew for successive terms equal to the initial term specified in the Customer Order, unless either party refuses such renewal by written notice to the other party 30 or more days before the renewal date, or Customer cancels in accordance with Section 3.3.

14.2. Termination for Cause. Either party may terminate this Agreement and any Customer Order if the other party: (i) fails to cure any material breach (including, without limitation, Customer's failure to pay the Fees) of this Agreement within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Buzzbassador may disable links and reporting and payment functionality with respect to Ambassadors of Customer effective immediately in its sole discretion.

14.3. Termination Due to Shopify. This Agreement shall automatically terminate if: (a) Customer's Shopify store is permanently closed, suspended, or terminated by Shopify; (b) Customer uninstalls the Buzzbassador application from the Shopify App Store; or (c) Shopify removes or suspends the Buzzbassador application from the Shopify App Store for any reason, in which case Buzzbassador shall provide a pro-rata refund of any prepaid Subscription Fees for the unused portion of the then-current billing period.

14.4. Effects of Termination. Upon termination of this Agreement, Buzzbassador shall discontinue Customer's access to the System and the Cloud Services and Customer shall cease all use of the System and the Cloud Services and shall promptly delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay the Fees (unless the termination is by Customer for cause); (b) Sections 4 (Customer Data & Privacy), 8 (IP & Feedback), 9 (Confidential Information), 10 (DMCA), 12.3 (Warranty Disclaimers), 13 (Indemnification), 15 (Limitation of Liability), 16 (Dispute Resolution and Arbitration), and 18 (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

15. LIMITATION OF LIABILITY.

15.1. Dollar Cap. BUZZBASSADOR'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO BUZZBASSADOR IN A PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH CUSTOMER PRESENTS A CLAIM TO BUZZBASSADOR WITH RESPECT TO BUZZBASSADOR'S BREACH OF BUZZBASSADOR'S OBLIGATIONS UNDER THIS AGREEMENT.

15.2. Exclusion of Consequential Damages. IN NO EVENT WILL BUZZBASSADOR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

15.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 15 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BUZZBASSADOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 15, Buzzbassador's liability will be limited to the maximum extent permissible.

15.4. Applicability to DPAs and Shopify. The limitations and exclusions of liability set forth in this Article 15 shall apply to any liability arising under or in connection with any Data Processing Addendum entered into between the parties, whether such liability arises under this Agreement, the DPA, or otherwise. For the avoidance of doubt, Buzzbassador shall not be liable for any loss, damage, or disruption caused by: (a) actions taken by Shopify, including but not limited to changes to Shopify's platform, APIs, terms, or policies; (b) Shopify platform outages or service disruptions; or (c) the suspension or termination of Customer's Shopify store by Shopify. 

16. DISPUTE RESOLUTION AND ARBITRATION.

16.1. Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (including any Data Processing Addendum) through good-faith negotiation. The aggrieved party shall provide written notice to the other party describing the dispute in reasonable detail. The parties shall have sixty (60) days from receipt of such notice to attempt to resolve the dispute informally. 

16.2. Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. If the parties are unable to resolve a dispute through informal negotiation within the sixty (60) day period described in Section 16.1, such dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, appointed by the AAA. The seat of arbitration shall be Dallas, Texas. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, subject to the limitations set forth in this Agreement. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND BUZZBASSADOR EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS CLASS ACTION WAIVER IS AN ESSENTIAL PART OF THIS ARBITRATION AGREEMENT AND CANNOT BE SEVERED FROM IT. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. YOU ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. 

16.4. Opt-Out Right. Customer may opt out of this arbitration provision and class action waiver by sending written notice to Buzzbassador at corporate@buzzbassador.com within thirty (30) days of first accepting this Agreement. The opt-out notice must include Customer's name, address, and a clear statement that Customer wishes to opt out of the arbitration and class action waiver provisions. If Customer opts out, disputes will be resolved in court as provided in Section 17.6 (Governing Law & Jurisdiction). 

16.5. Exceptions. Notwithstanding Section 16.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or Confidential Information. Additionally, either party may bring a claim in small claims court if such claim falls within the court's jurisdictional limits. 

16.6. Costs. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party. The costs of the arbitrator and the AAA's administrative fees shall be shared equally by the parties, unless the arbitrator determines otherwise.

16.7. Confidentiality of Proceedings. All arbitration proceedings, including any filings, testimony, evidence, and awards, shall be treated as Confidential Information of both parties and subject to the confidentiality obligations of Section 9 of this Agreement.

17. MISCELLANEOUS.

17.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf. The parties agree that no Buzzbassador employee or contractor will be an employee of Customer.

17.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government actions, pandemic, epidemic, Shopify platform outages, or other causes beyond the performing party's reasonable control.

17.3. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Buzzbassador's express written consent. Except to the extent forbidden in this Section 17.3, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

17.4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

17.5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

17.6. Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Subject to Section 16 (Dispute Resolution and Arbitration), each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for any proceedings not subject to arbitration under Section 16.

17.7. Conflicts. In the event of any conflict between this Agreement and any Buzzbassador policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern. In the event of any conflict between this Agreement and an applicable Data Processing Addendum with respect to the processing of Personal Data, the Data Processing Addendum shall control. In the event of any conflict between this Agreement and the Shopify Agreements with respect to Buzzbassador's obligations as a Shopify application developer, the more restrictive requirement shall control. 

17.8. Entire Agreement. This Agreement, together with any applicable Data Processing Addendum(s) and the Shopify Agreements (to the extent incorporated herein), sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. EU/EEA and Switzerland Data Processing: To the extent that Buzzbassador processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the "GDPR"), on Customer's behalf, in the provision of the services hereunder, the terms of the Buzzbassador Data Processing Agreement, which are hereby incorporated by reference, shall apply.

17.9. Amendment. Buzzbassador may amend this Agreement from time to time by posting an amended version at its Website and, solely with respect to Customers, sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the "Proposed Amendment Date") unless Customer first gives Buzzbassador written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer's next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 14, Term & Termination). Customer's continued use of the Cloud Services following the effective date of an amendment will confirm Customer's consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

17.10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt), recognized overnight courier, or certified mail to: (a) for Buzzbassador: corporate@buzzbassador.com or Rocketing Systems, Inc., 4849 Greenville Ave. Ste. 100-154, Dallas, TX 75206, USA; and (b) for Customer: the email address associated with Customer's Buzzbassador account or such other address as Customer may designate in writing. Notices shall be deemed received on the date of delivery (for email with confirmed receipt or overnight courier) or three (3) business days after mailing (for certified mail).

17.11. Acceptance. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON CUSTOMER'S BEHALF THROUGH BUZZBASSADOR'S ONLINE REGISTRATION PROCESS OR BY MEANS OF A CUSTOMER ORDER REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. Customer further acknowledges that this Agreement does not have to be signed in order to be binding. Customer will have indicated its assent to the terms of the Agreement by clicking on the "I accept" (or similar button) that is presented to Customer at the time of its opening of an online account with Buzzbassador and submitting an order for the Cloud Services through Buzzbassador's online registration process on the Website. For the avoidance of doubt, this Agreement is a clickwrap agreement, and Customer's affirmative click to accept constitutes a binding legal agreement. Passive browsing of the Website without affirmative acceptance does not constitute agreement to these terms.

18. PUBLICITY.

In further consideration of the rights granted hereunder to Customer, Customer agrees to permit Buzzbassador to use Customer's name and trademarks and service marks to identify Customer as a Buzzbassador customer on the Website, in Buzzbassador's marketing materials and in other sales and marketing activities, provided that Customer does not notify Buzzbassador in writing of its revocation of such permission.