TERMS OF USE AGREEMENT

INTRODUCTION

The following terms are a legal agreement between you, your employees, agents, contractors, company men, service providers and any other entity on whose behalf you accept these terms (collectively “You” or “Your”), and Shizzle Marketing, Inc. By accessing, browsing, or using any Shizzle Marketing-provided website, (“Website”), You acknowledge that You have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. Website shall not include any site used to provide the Shizzle Marketing on-demand Software-as-a-Service delivery. If You do not agree to these terms, You may not use this Website. This Website may contain a variety of resources including, but not limited to, documentation and other Shizzle Marketing-provided product information (collectively the “Documentation”), download areas, communication forums, and other services (collectively “Services”), software, including developer tools and sample code (collectively “Software”). Your use of any Documentation, Services, and Software is subject to, and specifically conditioned upon Your acceptance of the following Terms and Conditions (“Terms”). Shizzle Marketing reserves the right to update the Terms at any time without notice to You. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

ACCOUNTS

During the registration process, You agree that any information You provide shall be current, complete and accurate as prompted by the applicable registration form. You agree that any registration information You give to Shizzle Marketing will always be accurate, correct and up to date. You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access any portion of the Website. Accordingly, You agree that You will be solely responsible to Shizzle Marketing for all activities that occur under Your account. You agree to notify Shizzle Marketing immediately of any unauthorized use of Your account or any other breach of security. The information You provide to Shizzle Marketing during the registration process will be governed by the terms of Shizzle Marketing’s current privacy policy.

You are entirely responsible for all material including, but not limited to, company, well and stage information, feedback or suggestions, (“Content”) that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Shizzle Marketing, in its sole discretion, or to other users of the Website; (b) includes unauthorized disclosure of personal information or other confidential information; (c) violates or infringes any third party intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Shizzle Marketing or someone else, or spoof Shizzle Marketing’s or someone else’s identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent Your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users; or (h) acquire knowledge about the Service in order to build or offer a competing service. By posting Content to the Website, You warrant that You own or otherwise possess all intellectual property and other rights necessary to post such Content on the Website and to permit others to make use of Your Content. Shizzle Marketing reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

SUBMISSIONS

You retain copyright You already hold in Content which You submit, post or display on or through, the Services. You will not provide any Content that is subject to a license that requires Shizzle Marketing to license its software or documentation. Shizzle Marketing may remove any Content at any time in its sole discretion. By Posting Content You warrant and represent that You have all the rights, power, and authority necessary to grant the above licensee.

SOFTWARE

All Software which may be available to be downloaded from the Website (the “Software”) is the copyrighted work of Shizzle Marketing and/or third-party providers. Use of the Software is governed by the terms of any license agreement accompanying the Software (the “License Agreement”). If Shizzle Marketing makes Software available on this Website without a License Agreement, You may use such Software according to the following terms and conditions: THE SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SUBJECT TO THE FOREGOING, THE SOFTWARE MAY BE FREELY REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF SHIZZLE MARKETING OR ITS AFFILIATES, ANY CUSTOMER OR PARTNER OF SHIZZLE MARKETING OR ITS AFFILIATES, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE SHIZZLE MARKETING SERVICE, FOR ANY PURPOSE RELATED TO USE OF THE SOFTWARE. Any reproduction or redistribution of the Software not in accordance with the License Agreement or these Terms is expressly prohibited.

DOCUMENTATION

All Documentation contained on or accessed via the Website is the copyrighted work of Shizzle Marketing. Use of the Documentation is governed by the terms of the License Agreement, if any, between You and Shizzle Marketing. If Documentation is made available to You on this Website without a License Agreement, then You may annotate, translate, and make a reasonable number of copies of the Shizzle Marketing documentation for Your internal use in designing, developing, and testing Your software provided that: (a) any copyright notice pertaining to the Documentation remains, and a permission notice (e.g., “Used with permission”) is added to such Documentation. You may not publish any such annotations or translations. You must preserve any copyright notice in all copies of the Documentation. No logo, graphic, or image from the Website may be copied or retransmitted unless expressly permitted by Shizzle Marketing. Use for any other purpose is expressly prohibited. Documentation does not include the design or layout of the Website or any other Shizzle Marketing site.

RESTRICTED RIGHTS

Any Software that is downloaded from the Website for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Shizzle Marketing Inc., 3 Herman Museum Circle – Suite 4304 Houston, TX 77004.

HYPERLINKS

The WEBSITE may include links to other websites or content or resources. Shizzle Marketing may have no control over any websites or resources that are provided by companies or persons other than Shizzle Marketing. THIRD-PARTY SITES ARE NOT UNDER THE CONTROL OF SHIZZLE MARKETING AND SHIZZLE MARKETING IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. FURTHER, SHIZZLE MARKETING IS NOT RESPONSIBLE FOR ANY CONTENT RECEIVED FROM ANY THIRD-PARTY SITE. SHIZZLE MARKETING IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY SHIZZLE MARKETING’S ENDORSEMENT OF THE SITE.

DISCLAIMER OF WARRANTY

USE OF THIS SITE AND ITS SERVICES IS AT YOUR SOLE RISK. ALL CONTENT, DOCUMENTATION, MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. SHIZZLE MARKETING EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, SHIZZLE MARKETING MAKES NO WARRANTY OR GUARANTEE THAT THIS WEBSITE OR ANY CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT WILL SHIZZLE MARKETING BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEBSITE OR ANY USE OF THIS WEBSITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEBSITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SHIZZLE MARKETING IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Website. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.

GENERAL

The Terms constitute the whole legal agreement between You and Shizzle Marketing and govern Your use of the Website. The Terms are incorporated into the License Agreement and completely replace any prior agreements between You and Shizzle Marketing in relation to the Website. You agree that Shizzle Marketing may provide You with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Website. You agree that if Shizzle Marketing does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Shizzle Marketing has the benefit of under any applicable law), this will not be taken to be a formal waiver of Shizzle Marketing’ rights and that those rights or remedies will still be available to Shizzle Marketing.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that all Shizzle Marketing affiliates shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

The Terms, and Your relationship with Shizzle Marketing under the Terms, shall be governed by the laws of the State of Texas without regard to its conflict of law’s provisions. You and Shizzle Marketing agree to submit to the exclusive jurisdiction of the courts located within the county of Harris, Texas to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Shizzle Marketing shall still be allowed to apply for injunctive remedies in any jurisdiction. Shizzle Marketing reserves all rights not expressly granted under these Terms, and no other rights are granted under these Terms by implication or estoppel or otherwise. © 2020 Shizzle Marketing, Inc. All rights reserved. Shizzle Marketing and the Shizzle Marketing logo, Shizzle Marketing style scape and Shizzle Marketing brand collateral are all trademarks of Shizzle Marketing, Inc. All other brand and product names are trademarks or registered trademarks of their respective holders. at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Shizzle Marketing Inc., 3 Herman Museum Circle – Suite 4304 Houston, TX 77004.