Welcome to Downpay by HypehoundHypehound ‍Terms of Service
These Terms of Service (“Terms of Service'') govern your access to and use of the
Hypehound deferred payment services, on a paid or free trial basis. By placing anorder, clicking to accept these Terms of Service, or using or accessing the Services(as defined below), you are agreeing to be bound by these terms. All terms used inthese Terms of Service have the meanings set forth below and in Section 18(Definitions):● We’ll refer to all the services we provide through the Hypehoundapplication(s) available at the Hypehound website(https://www.hypehound.io/) or select third party platforms, individuallyand collectively as the “Services”.
● We’ll refer to these Terms of Use as the “Terms,” and any form by which you
agree to subscribe to the Services as the “Order Form”. We’ll refer to theTerms and Order Forms collectively as the “Agreement”.
● We’ll refer to Hypehound Inc. as “we,” “us,” or “Hypehound”.
● We’ll refer to you, an entity purchasing the Services for use by individuals
you designate, or an individual authorized by the entity to access theServices on its behalf, as “you,” “Customer” (with respect to an entity), or“Authorized User”.
● In this Agreement, the words “include” and “including” will not be construed
as terms of limitation.
The Agreement is a legally binding contract between you and Hypehound Inc. To
access the Hypehound Services, you must be able to enter into a legally binding
contract, and represent that you are at least 18 years old or, if a business, dulyorganized and legally in good standing.

Our collection and use of personal information in connection with Customers’ andAuthorized Users’ access to and use of the Services is described in our Privacy
Policy.
2. SERVICES
A. Your Right to Use the Services
During the Subscription Term, we grant you a limited, non-exclusive, revocable,
non-sublicensable, non-transferable license to use and access the Services
described in the applicable Order Form, pursuant to terms of this Agreement andthe relevant Order Form. Your use of the Services includes the right to access allfunctionality available in the purchased Services in accordance with the package(s)(and any applicable usage limitations) chosen on the Order Form, as of the effective
date of such Order Form.
The Services, their permitted use and the associated entitlements are further
described in the Documentation. We grant you Customer a non-exclusive,
non-sublicensable, non-transferable, worldwide license to use the Documentation
for your internal business purposes in connection with your subscription to theServices during the Subscription Term.
B. Your Services AccountIf you registering an Account as an administrator of the Services on behalf of abusiness, organization or other legal entity, (a) you represent and warrant that you
have the authority to legally bind that entity and to grant us all permissions andlicenses provided in this Agreement; (b) the words “you” and “your” used in thisAgreement mean the entity registering the Account, in addition to you, anindividual Authorized User; (c) you are responsible for administering Customer’s
access to the Services by adding and removing Authorized Users at the Company’sdirection; and (d) you shall not allow access to or use of the Services by anyone
other than Authorized Users.
Authorized Users agree to: (i) not share your Account or transfer any part of it toanyone else; (ii) provide accurate, current and complete information during theregistration process and keep your Account up-to-date; and (iii) keep yourpassword secure and confidential. We reserve the right to refuse registration of, or
cancel passwords that we deem inappropriate. You agree to notify us immediatelyof any unauthorized use of your Account and are responsible for anything that
happens through your Account prior to closing it or reporting misuse to us.
Customer is responsible for Authorized Users’ compliance with this Agreement,
including for ensuring that Authorized Users maintain the confidentiality of theirpasswords and usernames.
You consent to using the email address you provide in your Account to send you
Services-related notices, including any notices required by law, in lieu ofcommunication by other means such as postal mail. We may also use your email
address to send you other messages, such as changes to Services features, special
offers, or Services-related newsletters. If you do not want to receive such email
messages, you may unsubscribe as directed in the applicable communication.
Opting out may prevent you from receiving email messages regarding updates,
improvements, or offers.
C. Usage Limitations
You may only use the Services on one Customer Property per subscription, unlessotherwise specified in your Order Form.

D. Services Updates

Your use of the Services includes the right to access all functionality available in the
product to which you subscribed in the Order Form, on the effective date of such
Order Form. We may enhance and modify the Hypehound Services and introduce
new Services from time to time but will provide you with notice unless suchchanges are of minor nature with no material effect on our contractual obligations.
Except with respect to Trials (as defined in Section 3(C) below), we will not makechanges to the Services that materially reduce the functionality you purchased forthe applicable Subscription Term. To the extent we make available any new ordifferent features, functionality or enhancements to the Services, we will market
these separately and may require the payment of additional fees. Documentation isavailable online and constantly being developed and improved, and as a result,during a Subscription Term we may update the Documentation to reflect bestpractice with the relevant Services, provided that these changes do notsubstantially diminish your rights or create substantial Customer obligations. You
agree that we shall not be liable to you or any third party for any modification of theServices in keeping with this section.
E. Third-Party Services and Platforms
Certain elements of the Services may be provided through Third Party Services
providers, including third party e-commerce platforms. Your use of any such Third
Party Services is subject to the terms of service governing such websites andservices. You understand and agree that the availability of the Services, or certain
features and functions thereof, is dependent on the corresponding availability ofThird Party Services or specific features and functions of Third Party Services
through which we make certain elements of the Services available. We are notresponsible for any interruptions or issues with the Services caused by Third Party
Services, and make no representation or warranty regarding Third Party Services,
whether or not we recommend, certify, or otherwise approve a Third Party Service
for use with the Services. Your dealings with or participation with Third Party
Services are solely between you and the applicable Third Party Service providers.
You agree that we are not responsible for any loss or damage of any sort relating toyour dealings with Third Party Services, and that your Agreement and our Privacy
Policy do not apply to your use of such Third Party Services. You agree to not takeany action that would cause Hypehound or the Services or to become subject toany third-party terms (including open source license terms). If you receive any takedown requests or infringement notices related to Customer Data or your use of
Third Party Services, you must promptly: (a) stop using the related item with theServices; and (b) notify Hypehound. If Hypehound receives any take down requests
or infringement notices related to Customer Data or your use of Third Party
Services, we may respond in accordance with our policies, and will notify andconsult with you on next steps.
3. FEES AND PAYMENT TERMS
A. Fees
You agree to pay the fees applicable to your subscription and any other applicable
fees, including but not limited to fees relating to the processing of transactions
under your account (“Fees”). All initial and recurring Fees will be charged to thecredit card that you authorize for your account. It is your responsibility to keep
your authorized credit card valid and up to date at all times. We may terminate or
block access to your account if your credit card becomes expired or otherwise
invalid at the time any Fees become due.
All Fees are payable by credit card or other payment method permitted by us fromtime to time, and you authorize us to charge your credit card or bank account for
all fees payable during the Subscription Term, at the start of the applicable billing
period (i.e., monthly or annually). You further authorize us to use a third party toprocess payments, and consent to the disclosure of your payment information tosuch third party. Fees for the Subscription Term are non-refundable, including in
the event of a suspension or termination.

B. Payment Terms
We reserve the right to charge interest on late payments at the rate of 1.5% permonth or 18% per annum, calculated on a monthly basis on the outstandingbalance, from the date such payment was due until the date paid. If any payment isthirty (30) or more days overdue, we may, without limiting our other rights andremedies, suspend your access to the Services until such amounts are paid in full.
All amounts payable under this Agreement will be made without setoff orcounterclaim. Payments are non-refundable and non-creditable and payment
obligations non-cancellable. You are responsible for all applicable sales, use, VAT,
GST, excise, withholding, or similar taxes or levies, whether domestic or foreign,other than taxes (“Taxes”) imposed on the transaction or the delivery of Services,
except Taxes based on our net income. If you are paying by credit card, you
authorize Hypehound to charge Fees or other amounts due automatically to yourcredit card without invoice.
C. Free Trial Services
We will make Services to which you have subscribed on a free trial basis (a “Trial”)
available to you until the earlier of: (a) the end of the then-current Trial period
offered by us, (b) the start date of any paid Services you order, or (c) the date on
which we elect in our sole discretion to terminate your access to the Trial (the“Trial Term”). Your use of the Services during any Trial Term will be subject to theapplicable terms of this Agreement and this Section. You acknowledge and agree
that the features and functionality of the Services may be limited during the Trial
Term and are provided by Hypehound on an as-is and as-available basis. We reserve
the right to delete Customer Data following the Trial Term to the extent you do notpurchase a paid subscription within seven (7) days following the end of the Trial
Term. NOTWITHSTANDING ANYTHING TO THE CONTRARY THIS AGREEMENT.
WE DO NOT PROVIDE ANY WARRANTY, SUPPORT OR INDEMNIFICATION OF ANY
KIND WITH RESPECT TO THE SERVICES DURING THE TRIAL TERM, AND WE
DISCLAIM ALL OBLIGATION OR LIABILITIES RELATED TO TRIAL SERVICES.

4. CUSTOMER DATA
A. License to your Customer Data
By using the Services, you grant us, our Affiliates, and our Third Party Services
providers a limited, non-exclusive, royalty-free, worldwide, sublicensable license touse, copy, store, transmit, modify, and create derivative works of the Customer Datasolely to the extent necessary to (i) provide the Services to you, subject to theterms of this Agreement, including our confidentiality obligations, and as set out in
Section 4(B) below (Hypehound Data); and (ii) enforce our rights under the
Agreement. You are responsible for obtaining and providing relevant accountinformation and passwords for any Third Party Services from which the Services
collect your account information or data. We will use commercially reasonableadministrative, physical, and technical safeguards to secure Customer Data from
accidental loss and from unauthorized access, use, alteration or disclosure.
However, given the risks inherent with the internet, we are not responsible or liable
for failure to store Customer Data or other materials you may transmit through theServices, except to the extent required by Applicable Law and as noted in our
Privacy Policy. We recommend that you take measures to preserve copies of
Customer Data. Notwithstanding the foregoing, you agree that Hypehound maycollect, analyze, use and disclose data derived from Customer Data in de-identified
form, in which all Personal Information (defined below in Section 6), including
direct and indirect identifiers, have been permanently removed or obscured so theremaining information may not reasonably identify or be linked to an individual(“De-Identified Data”), for any purpose permitted under Applicable Law, including,
without limitation, (a) to compile statistical and performance information andanalytics related to the provision and operation of the Services; (b) to enhance andimprove the Services; and (c) to conduct internal research, development, andmarketing.

B. Hypehound Data
You agree that we will have the right to monitor use of the Services by all of ourcustomers and use the data gathered in an aggregate and anonymous manner,which we may use for any business purpose during or after the term of thisAgreement (including to develop and improve our products and services, to compile
statistical and performance information related to the provision and operation of
the Services or to support benchmarking or similar features of the Services). You
agree that we may use and publish the Hypehound Data, provided that suchinformation does not incorporate any Customer Data or identify you, Authorized
Users or Visitors, and is stripped of all persistent identifiers (such as device
identifiers, IP addresses, and cookie IDs). We retain all intellectual property rights
in the Hypehound Data.
C. Your Responsibility for Customer Data
By using the Services, including any products or services that facilitate the sharingof Customer Data to or from Third Party Services, you understand that you aresolely responsible for Customer Data. As between Hypehound and you, you aresolely responsible for the accuracy, quality, integrity, and reliability of all Customer
Data, and you assume all risks associated with the Customer Data, including
anyone’s reliance on its quality, accuracy, or reliability. You represent and warrant
that you or your Authorized Users own or have the necessary permissions to use,
and authorize the use of, the Customer Data as described herein.
D. Our Right to Remove Customer Data
We have the absolute right to remove or disable access to any Customer Data on
the Hypehound Services as needed to (a) operate, secure and improve the Services(including without limitation for fraud prevention, risk assessment, investigationand customer support purposes); (b) ensure Authorized Users’ compliance with theAgreement (or any Hypehound policy), Applicable Law, or an order or requirement

of a court, law enforcement or other administrative agency or governmental body;or (c) as otherwise set forth in this Agreement. If we become aware of any Customer
Data that allegedly violates this Agreement, we may investigate the allegation anddetermine in our sole discretion whether to act, but have no liability or
responsibility to you to do so. You agree to cooperate with us in good faith, as we
may reasonably request, in any investigation we choose to undertake.

5. ACCEPTABLE USE OF THE SERVICES
A. Prohibited Activities
You shall not use, or encourage, promote, facilitate or instruct others to use theServices for any illegal, harmful or offensive use, including:● accessing any content available through the Services through any technology
or means other than those authorized by us on the Hypehound Services,such as by robot, spider, scraper or other automated means or manual
process, for any purpose not authorized in the Agreement;● interfering with or compromise the system integrity or security or decipher
any transmissions to or from the servers running the Hypehound Services, orotherwise causing harm to the Hypehound Services, such as configuring theServices (or any component thereof) to avoid incurring fees;● attempting to gain unauthorized access to Accounts; removing,
circumventing, disabling, damaging or otherwise interfering with security orother preventive features of the Hypehound Services;● using the Services to transmit any computer viruses, worms, defects, Trojan
horses, malicious code, spyware, malware or other items of a destructive or
harmful nature;● taking any action that imposes, or may impose at our sole discretion, an
unreasonable or disproportionately large load on our infrastructure;● commercially exploiting the Services or making the Services available to any
third party, other than to Authorized Users or as otherwise contemplated by

●

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this Agreement, or accessing the Services for the purpose of building asimilar or competitive product;
copying, translating, creating a derivative work of, reverse engineering,
reverse assembling, disassembling, or decompiling the Services orHypehound Technology;
distribute any portion of the Services;use the Services for purposes of product evaluation, benchmarking, or othercomparative analysis intended for publication without our prior writtenconsent;
remove or obscure any proprietary or other notices contained in the Services
output obtained from the Services;or partaking in any activity that, in our sole judgment, restricts or inhibits
any other person from using or enjoying any aspect of the Services or
exposes or may expose any users of the Services to harm or liability of any
sort.

B. Prohibited Content
Customer shall not transmit, store, display, distribute or otherwise make available
any Customer Data or other Content through the Services that:● is fraudulent, false, misleading (directly or by omission or failure to update
information) or deceptive; is defamatory, libelous, harassing, abusive,
obscene, sexually explicit, pornographic, vulgar or offensive;● promotes discrimination, bigotry, racism, hatred, harassment or harmagainst, or is inappropriate towards any individual or group;● is violent or threatening or promotes violence or actions that are threatening
to any other person or animal;● promotes illegal or harmful activities or substances;● you do not have the permission from the content owner or individuals
appearing in the content to post, free of charge;● seeks to harm or exploit children by exposing them to inappropriate content,
asking for personally identifiable details or otherwise;● may constitute or contribute to a crime or tort; contains any information orcontent that is illegal (including, without limitation, the disclosure of insider
information under securities law or of another party’s trade secrets);

● creates a risk of any other loss or damage to any person or property;● or violates any other Hypehound policy.

6. PRIVACY
A. Personal Information“Personal Information” means any information relating to an identified individual,or to an individual who can be identified, directly or indirectly, by reference to suchinformation, or as personal information or personal data is otherwise defined underapplicable data privacy laws. Without limiting the foregoing, Personal Information
does not include De-Identified Data (defined above).

B. Account Information
We care about your privacy. You understand that by using the Services you consent
to the collection, use and disclosure of your personal information and aggregate
and/or anonymized data as set forth in our Privacy Policy.
Insofar as the Customer Data or other content submitted by you includes Personal
Information, we will only use such Personal Information to provide the Services ifsuch use complies with applicable data protection laws in accordance with ourPrivacy Policy.
C. No Personal Information in Visitor Data
Customer acknowledges that Hypehound does not need to access Visitor Personal
Information to perform the Services. Customer will not provide Hypehound withaccess to Visitor Personal Information unless the parties have agreed in a separateagreement on the scope of work and any terms applicable to Hypehound’s access tosuch Visitor Personal Information.
You agree to: (a) maintain a legally-adequate privacy policy on the Customer
Properties and provide all required disclosures to Visitors with regards to using
their information for the Services; and (b) obtain all necessary rights, releases, andconsents to allow Customer Data to be collected, used, and disclosed in the mannercontemplated by this Agreement and to grant Hypehound the rights set out in thisAgreement (by way of a non-exhaustive example, you must ensure that a Visitor isnot surprised by a credit card charge for the balance of a purchase). Each of us
agrees (i) to comply with our own privacy policy and all Applicable Law with respect
to Personal Information included in the Customer Data, including with respect toour communications to persons or entities identified in the Customer Data; (ii) toreasonably cooperate with the other, at each of our own expense, to ensurecompliance, such as by providing each other information relating to our collection,use, and disclosure of personal information for or on behalf of the other party, anddeleting consumer Personal Information within ten (10) days of receipt of a deletion
request from the other party; and (iii) except as required for Account registrationand payment, to not submit, or cause to be submitted, any Customer Data that
includes a social security number, passport number, driver’s license number, or
similar identifier, credit card or debit card number, employment, financial or healthinformation, personal information relating to a resident of the European Economic
Area or personal information relating to an individual under sixteen (16) years ofage, or any other information which may be subject to additional protections underapplicable laws or regulations including, but not limited to, theGramm-Leach-Bliley Act (GLBA) or the Health Insurance Portability andAccountability Act (HIPAA), the Children’s Online Privacy Protection Act (COPPA), or
which could give rise to notification obligations under data breach notification
laws, without the other party’s prior written approval.
D. Hypehound DataWe may monitor use of the Services by all of our customers and use the data
gathered in an aggregate and anonymous manner, including to compile statisticaland performance information related to the provision and operation of the Services
or to support benchmarking or similar features of the Services. You agree that we
may use and publish the Hypehound Data, provided that such information does notincorporate any Customer Data or identify you. We retain all intellectual property
rights in the Hypehound Data.

7. CONFIDENTIALITY
Hypehound and you agree to maintain the confidentiality of all Confidential
Information disclosed to one another under this Agreement, and to only use theConfidential Information as specifically permitted by the terms and conditions of
this Agreement. “Confidential Information” is information, in whatever form, notgenerally known or readily available to the public, and proprietary and confidential
to the disclosing party, including, with respect to Hypehound, the Hypehound Dataand all non-public features of the Hypehound Services and Services; with respect toCustomer, Customer Data; and with respect to both parties, the terms andconditions of each Order Form. Confidential Information does not include any
information that was previously known to the receiving party. Notwithstanding theforegoing, we reserve the right at all times to disclose any information as necessary
to satisfy any Applicable Law, legal process or governmental request. You agree notto publicly disseminate information regarding the performance of the Services(which is deemed Hypehound’s Confidential Information).
8. OWNERSHIP
A. What We Own
This is an agreement for access to and use of the Services. You acknowledge thatyou are obtaining only a limited right to use the Services and that irrespective of
any use of the words “purchase”, “sale” or similar terms, no ownership rights aretransferred to you under this Agreement. The Services are offered as an online,
hosted product. As between you and Hypehound, you acknowledge and agree thatwe (or our licensors) own the Services (including the Hypehound Technology) andthe copyrights, trademarks, service marks, trade names, trade secrets, and otherintellectual and proprietary rights throughout the world associated with
Hypehound, Hypehound, and the Services (with the exception of Customer Data),
which are protected by copyright, trade dress, patent, trademark, and trade secretlaws and all other applicable intellectual and proprietary rights and laws. Except as
expressly provided in this Agreement, we do not grant you any express or implied
rights in the Services.
B. What You Own
As between Hypehound and you, Hypehound acknowledges and agrees that you
own the Customer Data, Customer Properties, and all content contained withinthem (excluding any Hypehound Technology) and your copyrights, trademarks,
service marks, trade names, trade secrets, and other intellectual and proprietary
rights with respect to your products and services. You grant to Hypehound and ourthird party providers (including Third Party Services), under all of your applicable
intellectual property rights, a worldwide, non-exclusive, royalty-free,
non-transferable, sublicensable license to use, reproduce, distribute, modify,
perform and display the Customer Data solely in conjunction with the provision of
the Services under this Agreement. We agree not to disclose, disseminate, or makeavailable Customer Data to third parties other than as needed to perform theServices or as otherwise provided in this Agreement. Additionally, you grant us theright and license to use your trade names, trademarks, service marks, trade dress,
logos and other rights in indicia to identify you as a Hypehound customer.
C. Suggestions and Feedback
We welcome and encourage suggestions for improvements and other feedback
related to the Hypehound Services (“Feedback”). You may submit Feedback byemailing us, through the “Contact” section of the Hypehound Services, tosupport@hypehound.io or by other means of communication. Any Feedback you
submit to us will be considered non-confidential and non-proprietary to you. By
submitting Feedback to us, you grant us an irrevocable, non-exclusive, royalty-free,perpetual, worldwide, assignable, sublicensable, transferable license to use, modify,
prepare derivative works of, publish, distribute and sublicense the Feedback, andyou irrevocably waive, and cause to be waived, against us or our users any claims
and assertions of any moral rights contained in such Feedback.
9. DISCLAIMERSTHE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
NEITHER HYPEHOUND NOR OUR SUPPLIERS MAKE ANY WARRANTIES, EXPRESSOR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULARPURPOSE, OR NON INFRINGEMENT. HYPEHOUND MAKES NO REPRESENTATION,WARRANTY OR GUARANTEE THAT THE SERVICES WILL MEET YOURREQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE
ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE
SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. HYPEHOUND
DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND
WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYONDOUR REASONABLE CONTROL. HYPEHOUND WILL NOT BE RESPONSIBLE OR
LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES OR THIRD-PARTYSERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSIONERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMSOR TO THESE ITEMS BY THE SERVICES), FOR THE COLLECTION, USE ANDDISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR
DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON
THE SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). THE
DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE

CONTRARY IN THIS AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS.
HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE
LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUMEXTENT PERMITTED BY LAW.
10. INDEMNIFICATION
A. By HypehoundHypehound will defend and indemnify Customer, and its directors, officers andemployees against any demands, losses, costs, liabilities or damages (including
reasonable attorneys' fees) awarded by a court of competent jurisdiction or agreed
to settlement by Hypehound arising from a third-party claim (“Claim”) alleging that
the Services, when used as authorized under this Agreement, infringed third-party
intellectual property rights. Notwithstanding the foregoing, Hypehound shall haveno obligation under this Section where (1) the Services are modified by anyone
other than Hypehound or used in combination with any non-Hypehound product,
software or service; (2) Services are used in an unauthorized manner; (3) a Claimarises as a result of circumstances covered by your indemnification obligations in
Section 10.B (Indemnity by Customer); (4) any open source components areincluded in the Services where infringement is alleged or (5) Customer settles ormakes any admissions with respect to a Claim without Hypehound’s prior writtenconsent.
This Section 10.A sets forth the entire liability of Hypehound and the exclusive
remedy of Customer for patent, copyright or other proprietary or intellectual
property right infringement or misappropriation.
B. By Customer
To the maximum extent permitted by applicable law, you will indemnify, holdharmless and defend Hypehound and our Affiliates, at your expense, from any andall third-party claims, actions, proceedings, and suits brought against Hypehoundor any of our Affiliates, officers, directors, employees, or agents, and all related
liabilities, damages, settlements, penalties, fines, costs or expenses (including,reasonable attorneys' fees and other litigation expenses) incurred by Hypehound or
any of its officers, directors, employees, agents or affiliates, arising out of or
relating to: (a) any infringement claim based upon the Customer Datay; our breachof any term or condition of this Agreement; (b) any use of the Services incombination with other products, equipment, software or data not supplied byHypehound; (c) any other party’s access and use of the Services with your uniqueusername, password or other appropriate security code; or (d) any claims made byor on behalf of any third party pertaining directly or indirectly to your use of theServices, or your use, and disclosure of Customer Data in violation of any
third-party rights (including intellectual property, privacy and publicity rights).
C. Procedure
The indemnifying party’s obligations as set forth above are expressly conditioned
upon each of the foregoing: (a) the indemnified party shall promptly notify theindemnifying party in writing of any threatened or actual claim or suit; (b) theindemnifying party shall have sole control of the defense or settlement of any claim
or suit; and (c) the indemnified party shall cooperate with the indemnifying party tofacilitate the settlement or defense of any claim or suit.
D. Parties’ Acknowledgement
Each party acknowledges that the other has agreed to the Fees and entered into
this Agreement in reliance upon the limitations and the disclaimers of warranties
set out in this Section 10, and that they form an essential basis of the bargain
between the parties. This Section 10 will be given full effect if any remedy specified
in this Agreement is deemed to have failed in its essential purpose.

11. LIMITATION OF LIABILITY
HYPEHOUND’S (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS ANDEMPLOYEES) MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES ORDAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THISAGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY
YOU TO Hypehound IN CONNECTION WITH THE SUBSCRIPTION TERM IN
WHICH THE ACTION GIVING RISE TO LIABILITY OCCURRED, OR (B) $100. TO THE
EXTENT PERMITTED UNDER LAW, HYPEHOUND SHALL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR
ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES,RELATED TO THE SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVEARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
Hypehound AND YOU, AND THEY WILL APPLY WHETHER AN ACTION IS IN
CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

12. TERM AND TERMINATION
A. Subscription Term and Renewal
The Subscription Term will begin on the date of your completed registration for useof a Service and continue until terminated by us or by you, as provided below. By
using the Services, you are agreeing to pay applicable Fees for the entire
Subscription Term.
Each Subscription Term will automatically renew for additional successive
twelve-month periods unless either party gives written notice of non-renewal or
termination. Pricing for any Subscription Term renewal will be at Hypehound’s
then-applicable rates, or as otherwise specified in the applicable Order Form. This
Agreement is effective until all Subscription Terms for the Services(s) have expiredor are terminated as expressly permitted in this Agreement.

You may cancel your Account and terminate the Terms of Service at any time bycontacting us at support@hypehound.io and then following the specific instructions
indicated to you in our response.
Without limiting any other remedies, we may suspend or terminate your Accountor the Terms of Service for any reason, without notice and at any time (unlessotherwise required by law), including if we suspect that you (by conviction,
settlement, insurance or escrow investigation, or otherwise) have engaged infraudulent activity in connection with the use of the Services. Termination of theTerms of Service will be without prejudice to any rights or obligations which arose
prior to the date of termination. In the event that we permanently suspend yourAccount, during a Subscription Term, you are not entitled to a restoration of yourAccount or any of your Customer Data. If we have suspended your individual
Authorized User Account, you may not register a new Account or access and use
the Services through an Account of another user.
B. Effect of Termination.
Upon termination or expiration of this Agreement for any reason: (a) all rights andobligations of both parties, including all licenses granted hereunder, shallimmediately terminate (except that all payment obligations accrued prior totermination or expiration shall survive) ; and (b) each party shall return or destroy
all Confidential Information of the other party. Additionally, Hypehound shall haveno obligation to retain any Customer Data after any termination or expiration ofthis Agreement and may delete all Customer Data, unless required by applicablelaw.
Except where this Agreement specifies an exclusive remedy, all remedies under thisAgreement, including termination or suspension, are cumulative and not exclusiveof any other rights or remedies that may be available to a party.

All sections of this Agreement which by their nature should survive termination willsurvive termination, including accrued rights to payment, confidentiality
obligations, indemnification, warranty disclaimers, and limitations of liability.
13. CHOICE OF LAW AND VENUEThis Agreement shall be governed by and construed in accordance with the laws ofCanada and the Province of Ontario, without regard to conflicts of law principles.

14. COMPLIANCE WITH LAWS
Hypehound and you recognize that this Agreement is subject to, and intended tocomply with, Applicable Law, and agree that the Services addressed in thisAgreement do not exceed those which are reasonably necessary to accomplish thecommercially reasonable business purposes of this Agreement.

15. TRANSLATIONS AND UPDATES TO THE AGREEMENT
We may translate this Agreement into other languages for your convenience.
Nevertheless, the English version governs your relationship with us, and any
inconsistencies among the different versions will be resolved in favor of the English
version available at: https://www.hypehound.io/terms-of-service.
We may also update the Agreement from time to time. If we materially update any
portion of the Agreement, we will notify you, at the email address provided in yourAccount profile, or other reasonable means (for example, by posting a notice on our
website) before the date the update becomes effective. We will also post the
updated Agreement in its original location marked with the new date. Changes will
not be retroactive nor affect your current Subscription Term. Your renewal of yourSubscription Term after we publish or send a notice about our changes to theseTerms means that you are consenting to the updated terms.

Hypehound may change the Fees for the Services from time-to-time. We will
provide you with 30 days advance notice prior to any changes in Fees by sending anemail to the primary email listed on your Account, providing notice through the
Hypehound administrative console, or by similar means. Hypehound will not beliable to you or to any third party for any modification, price change, suspension or
discontinuance of the Services (or any part thereof).

16. GENERAL TERMS
Marketing. Customer agrees that Hypehound may refer to Customer by name, logo
and trademark in Hypehound’s marketing materials and website, provided that
Hypehound complies with Customer’s published branding guidelines. Customer
acknowledges and agrees that Hypehound does not certify or endorse, and has no
obligation to certify or endorse, any of Customer’s products, services, or content.
Entire Agreement. This Agreement (including each Order Form) contains the entire
understanding between Hypehound and you relating to the subject matter hereinand supersedes all prior oral or written agreements between us. us. We reject any
additional or different terms proposed by you, those contained in your purchaseorder, acceptance or website.
Assignment. You may not assign or transfer your rights and benefits under thisAgreement without our prior written consent, but we may assign or transfer thisAgreement without restriction.
Third Party Rights and Benefits. Except as set forth in this Agreement, nothing inthis Agreement shall be deemed to confer any rights or benefits on any third party.
Waiver. No waiver, amendment, modification or addition to this Agreement shall bevalid unless in writing and signed by both you and us.

Invalidity. In the event any provision of this Agreement is determined to be invalid
by a court of competent jurisdiction, such determination shall in no way affect thevalidity or enforceability of any other provision herein.
Limitation Period. To the extent allowed by Applicable Law, you agree that you willbring any claim or cause of action arising from or relating to your access or use of
the Services within two (2) years from the date on which such claim or action aroseor accrued or such claim or cause of action will be irrevocably waived.
Independent Contractors. Hypehound and Customer are independent contractors,
and this Agreement does not create a partnership, joint venture, employment or
agency relationship between the Hypehound and Customer or any Authorized User.
Non-Exclusivity. This is a non-exclusive arrangement.

17. CONTACT US
If you have any questions about these Terms, please contact us at
support@hypehound.io.

18. DEFINITIONS“Account” means an account you register with Hypehound in order to access or use
the Hypehound Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or isunder common control with the subject entity. For purposes of this definition,“control” means direct or indirect ownership or control of more than 50% of thevoting interests of the subject entity.

“Agreement” means these Terms of Service, Order Forms, and any other documentsor policies referenced or incorporated therein.
“Applicable Law” means all applicable local, state, federal, and international laws,
rules, and regulations.
“Authorized User” means an employee, representative, consultant, contractor (suchas media agencies or marketing consultants) or other agent of Company who isauthorized to access and use the Services for Customer’s benefit through theindividual’s unique registered Account.

“Customer” means a business, organization, or other legal entity identified in theapplicable invoice, online subscription process, and/or Order Form responsible forpurchasing and administering access to the Services on behalf of the entity.
“Customer Content” means text, images, videos or other content for the Customer
Property that Customer selects for use with the Services.
“Customer Data” means any data, information and content provided by you or your
Authorized Users to us, including through Third Party Services providers, to enable
provision of the Services, including (i) Customer Content; (ii) Submitted Data; and(iii) Visitor Data.
“Customer Property or Properties” means any web page located at a single
domain/URL and its subdomains under your control that sends data to the
Hypehound Services.
“Documentation” means any user instructions and help files that we make available
to you as part of the Services, as may be updated from time to time by us.

“Fee” means the amount you pay for the Services.
“Feedback” means suggestions for improvements and other feedback related to the
Hypehound Services.
“Hypehound Data” means statistical and use data collected by us pertaining to useof the Services.
“Hypehound Technology” means any and all Documentation, Hypehound Data andother technology, code, know-how, logos and templates (including in any output
obtained from the Services) underlying the Services, and anything delivered as partof support or other services, and any updates, modifications or derivative works ofany of the foregoing, including as may incorporate any Feedback.
“Order Form” means any Hypehound online sign-up or subscription flow for theServices that references these Terms of Service. Unless specifically provided
otherwise in the Order Form, Order Forms will be deemed to incorporate the termsof this Agreement.
“Services” mean the services, individually and collectively, that we provide inconnection with your subscription to the Hypehound products, applications,
support, and services available through Hypehound.
“Subscription Term” means the initial term for the subscription to the applicable
Services and each subsequent renewal term (if any).
“Submitted Data” means data uploaded, inputted or otherwise submitted by
Customer to the Services, including content, data or other materials that you
provide to the Services from your third-party data providers or Third Party
Services.

“Third Party Service(s)” means services delivered or performed by third parties
related to the Services, or other online, web-based services, e-commerce platforms
or other business application subscription services, that interoperate with or areused in connection with the Services, and any other products not developed byHypehound.
“Visitor” means any end user of a Customer Property.
“Visitor Data” means the data and information concerning the transactions andactivities of Visitors on the Customer Properties shared with us by or on behalf ofCustomer for the purposes of providing the Services.
“We,” “us,” “our”, and “Hypehound” refer to Hypehound Inc.
“You” or “your” refers to Customer or an Authorized User, as applicable.

QUESTIONS/HELP
If you have any questions about this Agreement, please email us at
support@hypehound.io‍Last Updated May 15, 2023