We Sparkle Terms & Conditions

This End User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between We Sparkle, Co. (“We Sparkle” or “Licensor”), a public benefit corporation dedicated to helping underestimated entrepreneurs start, operate, and grow their ventures via a suite of AI-powered software tools, and the person or entity identified on the Order Form as the licensee of the Software (“Licensee”).

WE SPARKLE PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND

CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE “SUBSCRIBE” BOX ON THE ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE SPARKLE WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT ACTIVATE THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY

EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.

1. Definitions. For the purposes of this Agreement, the following terms have the following meanings:

1.1 “Authorized Users” means the following individual persons authorized to use the Software pursuant to the license granted under this Agreement: the Licensee’s employees.

1.2 “Documentation” means user manuals, technical manuals, and any other materials provided by We Sparkle, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software, including those materials that are located at https://helpcenter.wesparkle.ai/.

1.3 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.4 “Licensee” has the meaning set forth in the preamble.

1.5 “License Fees” means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

1.6 “Licensor” has the meaning set forth in the preamble.

1.7 “Order Form” means the order form, whether created by a third party, including but not limited to Zoho Subscriptions, or We Sparkle, filled out and submitted by or on behalf of Licensee, and accepted by We Sparkle, for Licensee’s purchase of the license for the Software granted under this Agreement.

1.8 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

1.9 “Software” means the software programs for which Licensee is purchasing a license, as expressly set forth in the Order Form, including but not limited to the Sparkle Assistant, an AI-powered tool that helps entrepreneurs save time and increase revenues by text messaging back and forth with a business’ customers to schedule appointments, answer frequently asked questions, upsell products and services, and encourage customer reviews.

1.10 “Term” has the meaning set forth in Section 10.

1.11 “Third Party” means any Person other than Licensee or We Sparkle.

1.12 “Update” has the meaning set forth in Section 6.2.

2. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, We Sparkle hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:

2.1 Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation.

2.2 All copies of the Documentation made by Licensee:

2.2.1 will be the exclusive property of We Sparkle;

2.2.2 will be subject to the terms and conditions of this Agreement; and

2.2.3 must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

3. Third-Party Materials. The Software may include software, content, data, or other

materials, including related documentation, that are owned by Persons other than We

Sparkle and that are provided to Licensee on licensee terms that are in addition to and/or

different from those contained in this Agreement (“Third-Party Licenses”). Licensee is

bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any

of its Authorized Users of any Third-Party License is also a breach of this Agreement.

4. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly

or indirectly:

4.1 use (including make any copies of) the Software or Documentation beyond the

scope of the license granted under Section 2;

4.2 provide any other Person, including any subcontractor, independent contractor,

affiliate, or service provider of Licensee, with access to or use of the Software or

Documentation;

4.3 modify, translate, adapt, or otherwise create derivative works or improvements,

whether or not patentable, of the Software or Documentation or any part thereof;

4.4 combine the Software or any part thereof with, or incorporate the Software or any

part thereof in, any other programs;

4.5 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or

gain access to the source code of the Software or any part thereof;

4.6 remove, delete, alter, or obscure any trademarks or any copyright, trademark,

patent, or other intellectual property or proprietary rights notices provided on or

with the Software or Documentation, including any copy thereof;

4.7 except as expressly set forth in Section 2, copy the Software or Documentation, in

whole or in part;

4.8 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise

make available the Software, or any features or functionality of the Software, to

any Third Party for any reason, whether or not over a network or on a hosted basis,

including in connection with the internet or any web hosting, wide area network

(WAN), virtual private network (VPN), virtualization, time-sharing, service

bureau, software as a service, cloud, or other technology or service;

4.9 use the Software or Documentation in violation of any law, regulation, or rule; or

4.10 use the Software or Documentation for purposes of competitive analysis of the

Software, the development of a competing software product or service, or any other

purpose that is to the We Sparkle’s commercial disadvantage.

5. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the

Software and Documentation through access thereto provided by Licensee, directly or

indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is

responsible and liable for all actions and failures to take required actions with respect to

the Software and Documentation by its Authorized Users or by any other Person to whom

Licensee or an Authorized User may provide access to or use of the Software and/or

Documentation, whether such access or use is permitted by or in violation of this

Agreement.

6. Maintenance and Support.

6.1 Subject to Section 6.3, the license granted hereunder entitles Licensee to the basic

software maintenance and support services described from time to time on We

Sparkle’s website located at https://helpcenter.wesparkle.ai.

6.2 Maintenance and support services will include provision of such updates, upgrades,

bug fixes, patches, and other error corrections (collectively, “Updates”) as We

Sparkle makes generally available free of charge to all licensees of the Software

then entitled to maintenance and support services. We Sparkle may develop and

provide Updates in its sole discretion, and Licensee agrees that We Sparkle has no

obligation to develop any Updates at all or for particular issues. Licensee further

agrees that all Updates will be deemed Software, and related documentation will be

deemed Documentation, all subject to all terms and conditions of this Agreement.

Licensee acknowledges that We Sparkle may provide some or all Updates via

download from a website designated by We Sparkle and that Licensee’s receipt

thereof will require an internet connection, which connection is Licensee’s sole

responsibility. We Sparkle has no obligation to provide Updates via any other

media. Maintenance and support services do not include any new version or new

release of the Software that We Sparkle may issue as a separate or new product,

and We Sparkle may determine whether any issuance qualifies as a new version,

new release, or Update in its sole discretion.

6.3 We Sparkle has no obligation to provide maintenance and support services,

including Updates, if Licensee is in breach under this Agreement.

7. Collection and Use of Information.

7.1 Licensee acknowledges that We Sparkle may, directly or indirectly through the

services of Third Parties, collect and store information regarding use of the

Software and about equipment on which the Software is installed or through which

it otherwise is accessed and used, through the provision of maintenance and

support services.

7.2 Licensee agrees that We Sparkle may use such information for any purpose related

to any use of the Software by Licensee or on Licensee’s equipment, including but

not limited to:

7.2.1 improving the performance of the Software or developing Updates; and

7.2.2 verifying Licensee’s compliance with the terms of this Agreement and

enforcing the We Sparkle’s rights, including all Intellectual Property

Rights in and to the Software.

7.3 A complete and detailed description of the types of information that may be

collected, and the steps We Sparkle takes to protect such information, can be found

at https://helpcenter.wesparkle.ai/article/Privacy-Policy.

8. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and

Documentation are provided under license, and not sold, to Licensee. Licensee does not

acquire any ownership interest in the Software or Documentation under this Agreement, or

any other rights thereto, other than to use the same in accordance with the license granted

and subject to all terms, conditions, and restrictions under this Agreement. We Sparkle and

its licensors and service providers reserve and shall retain their entire right, title, and

interest in and to the Software and all Intellectual Property Rights arising out of or relating

to the Software, except as expressly granted to the Licensee in this Agreement. Licensee

shall safeguard all Software (including all copies thereof) from infringement,

misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify We

Sparkle if Licensee becomes aware of any infringement of the We Sparkle’s Intellectual

Property Rights in the Software and fully cooperate with We Sparkle, in any legal action

taken by We Sparkle to enforce its Intellectual Property Rights.

9. PAYMENT. All License Fees and Support Fees are payable in advance in the manner set

forth in the Order Form and are non-refundable, except as may be expressly set forth

herein. Any renewal of the license or maintenance and support services hereunder shall not

be effective until the fees for such renewal have been paid in full.

10. Term and Termination.

10.1 This Agreement and the license granted hereunder shall remain in effect for the

term set forth on the Order Form or until terminated as set forth herein (the

“Term”).

10.2 We Sparkle may terminate this Agreement, effective upon written notice to

Licensee, if Licensee breaches this Agreement and such breach: (i) is incapable of

cure; or (ii) being capable of cure, remains uncured Seven (7) days after We

Sparkle provides written notice thereof.

10.3 We Sparkle may terminate this Agreement, effective immediately, if Licensee files,

or has filed against it, a petition for voluntary or involuntary bankruptcy or

pursuant to any other insolvency law, makes or seeks to make a general assignment

for the benefit of its creditors or applies for, or consents to, the appointment of a

trustee, receiver, or custodian for a substantial part of its property.

10.4 Upon expiration or earlier termination of this Agreement, the license granted

hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each

case except as set forth in Section 10.2(ii).

11. Warranty Disclaimer.

11.1 THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE

“AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY

OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER

APPLICABLE LAW, WE SPARKLE, ON ITS OWN BEHALF AND ON

BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE

LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR

OTHERWISE, WITH RESPECT TO THE SOFTWARE AND

DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT

OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR

TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE

LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES

NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE

WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY

INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER

SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE

WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR

RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS

OR DEFECTS CAN OR WILL BE CORRECTED.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER

APPLICABLE LAW:

12.1 IN NO EVENT WILL WE SPARKLE OR ITS AFFILIATES, OR ANY OF ITS

OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE

LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE,

INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST

REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF

SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF

DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE

FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY

TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE

OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR

PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR

BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL,

INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE

DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH

DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE

LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 IN NO EVENT WILL WE SPARKLE’S AND ITS AFFILIATES’, INCLUDING

ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE

PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN

CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,

UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND

OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR

PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OR

ONE YEAR OF THE SPECIFIC SERVICES, THAT ARE THE SUBJECT OF

THE CLAIM.

12.3 THE LIMITATIONS SET FORTH IN SECTION 12.1 AND SECTION 12.2

SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS

AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

13. Export Regulation. The Software and Documentation may be subject to US export control

laws, including the Export Control Reform Act and its associated regulations. The

Licensee shall not, directly or indirectly, export, re-export, or release the Software or

Documentation to, or make the Software or Documentation accessible from, any

jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or

regulation. The Licensee shall comply with all applicable federal laws, regulations, and

rules, and complete all required undertakings (including obtaining any necessary export

license or other governmental approval), prior to exporting, re-exporting, releasing, or

otherwise making the Software or Documentation available outside the US.

14. US Government Rights. The Software is commercial computer software, as such term is

defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any

contractor therefor, Licensee shall receive only those rights with respect to the Software

and Documentation as are granted to all other end users under license, in accordance with

(a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of

Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US

Government licensees and their contractors.

15. Miscellaneous.

15.1 Governing law. This Agreement will be construed in accordance with the laws of

the State of Minnesota, except when federal law applies.

15.2 Any legal suit, action, or proceeding arising out of or relating to this Agreement or

the transactions contemplated hereby shall be submitted to binding arbitration in

accordance with the rules and procedures of the American Arbitration Association.

In no event will this arbitration clause be interpreted to allow a class action in

arbitration. Unless the parties hereafter mutually agree otherwise, the award of the

arbitrators will be final and binding on the parties hereto and judgment upon such

award may be entered into a court having jurisdiction thereof. The parties will

mutually agree upon an arbitrator. If the parties are unable to agree upon an

arbitrator, each party will choose one arbitrator and those two arbitrators will

together appoint a third arbitrator. The third arbitrator will then conduct the

arbitration process. The arbitrator will have no authority to award any punitive or

exemplary damages, or to vary or ignore the terms of this Agreement, and will be

bound by controlling law.

15.3 We Sparkle will not be responsible or liable to Licensee, or deemed in default or

breach hereunder by reason of any failure or delay in the performance of its

obligations hereunder where such failure or delay is due to strikes, labor disputes,

civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist

attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or

non-availability of electrical power, heat, light, air conditioning, or Licensee

equipment, loss and destruction of property, or any other circumstances or causes

beyond We Sparkle’s reasonable control.

15.4 All notices, requests, consents, claims, demands, waivers, and other

communications hereunder shall be in writing and shall be deemed to have been

given: (i) when delivered by hand (with written confirmation of receipt); (ii) when

received by the addressee if sent by a nationally recognized overnight courier

(receipt requested); (iii) on the date sent by facsimile or email (with confirmation

of transmission) if sent during normal business hours of the recipient, and on the

next business day if sent after normal business hours of the recipient; or (iv) on the

third day after the date mailed, by certified or registered mail, return receipt

requested, postage prepaid. Such communications must be sent to the respective

parties at the addresses set forth on the Order Form (or to such other address as

may be designated by a party from time to time in accordance with this Section

15.4).

15.5 This Agreement, together with the Order Form, and all other documents that are

incorporated by reference herein, constitutes the sole and entire agreement between

Licensee and We Sparkle with respect to the subject matter contained herein, and

supersedes all prior and contemporaneous understandings, agreements,

representations, and warranties, both written and oral, with respect to such subject

matter.

15.6 Licensee shall not assign or otherwise transfer any of its rights, or delegate or

otherwise transfer any of its obligations or performance, under this Agreement, in

each case whether voluntarily, involuntarily, by operation of law, or otherwise,

without We Sparkle’s prior written consent, which consent We Sparkle may give

or withhold in its sole discretion. For purposes of the preceding sentence, and

without limiting its generality, any merger, consolidation, or reorganization

involving Licensee (regardless of whether Licensee is a surviving or disappearing

entity) will be deemed to be a transfer of rights, obligations, or performance under

this Agreement for which We Sparkle’s prior written consent is required. No

delegation or other transfer will relieve Licensee of any of its obligations or

performance under this Agreement. Any purported assignment, delegation, or

transfer in violation of this Section 15.5 is void. We Sparkle may freely assign or

otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any

of its obligations or performance, under this Agreement without Licensee’s

consent. This Agreement is binding upon and inures to the benefit of the parties

hereto and their respective permitted successors and assigns.

15.7 This Agreement is for the sole benefit of the parties hereto and their respective

successors and permitted assigns and nothing herein, express or implied, is

intended to or shall confer on any other Person any legal or equitable right, benefit,

or remedy of any nature whatsoever under or by reason of this Agreement.

15.8 This Agreement may only be amended, modified, or supplemented by an

agreement in writing signed by each party hereto. No waiver by any party of any of

the provisions hereof shall be effective unless explicitly set forth in writing and

signed by the party so waiving. Except as otherwise set forth in this Agreement, no

failure to exercise, or delay in exercising, any right, remedy, power, or privilege

arising from this Agreement shall operate or be construed as a waiver thereof; nor

shall any single or partial exercise of any right, remedy, power, or privilege

hereunder preclude any other or further exercise thereof or the exercise of any

other right, remedy, power, or privilege.

15.9 If any term or provision of this Agreement is invalid, illegal, or unenforceable in

any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any

other term or provision of this Agreement or invalidate or render unenforceable

such term or provision in any other jurisdiction.

15.10 For purposes of this Agreement, (a) the words “include,” “includes,” and

“including” shall be deemed to be followed by the words “without limitation”; (b)

the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”

“hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context

otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and

Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to,

this Agreement; (y) to an agreement, instrument, or other document means such

agreement, instrument, or other document as amended, supplemented, and

modified from time to time to the extent permitted by the provisions thereof and (z)

to a statute means such statute as amended from time to time and includes any

successor legislation thereto and any regulations promulgated thereunder. This

Agreement shall be construed without regard to any presumption or rule requiring

construction or interpretation against the party drafting an instrument or causing

any instrument to be drafted. The Order Form referred to herein shall be construed

with, and as an integral part of, this Agreement to the same extent as if they were

set forth verbatim herein.

15.11 The headings in this Agreement are for reference only and do not affect the

interpretation of this Agreement.