1. Services

(a) This Terms of Service (“Agreement”) will apply to the entity designated as the Customer in the signature block at the end of this Agreement, or any of its contracted subsidiary(ies) and Affiliates (collectively, “Customer”), use of LoveKeys Software, Inc.’s (“LoveKeys”) online software services (the “Online Services”), support services, Implementation Services (as defined below and as applicable) and the Supplementary Data (as defined below and as applicable) (the foregoing, collectively, the “Services”). Customer and LoveKeys are each a “Party” and collectively, the “Parties.”

(b) By accepting this Agreement, either through executing an Order Form that references this Agreement, or by signing this Agreement directly, Customer agrees that its use of the Services is subject to and governed by this Agreement.

(c) “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(d) If the signatory to this Agreement is entering into this Agreement on behalf of a company or other legal entity, such signatory represents that he/she/it has the authority to bind such entity to this Agreement. Neither signatory nor Customer may use the Services if signatory does not have such authority.

(e) LoveKeys shall provide implementation services, training services, web advertisement creative services, and other professional services (“Implementation Services”) as agreed by the Parties in an Order Form. The scope of such Implementation Services may be agreed to in a separate Declaration of Scope executed by the Parties (each a “DOS”). Upon execution of a DOS by the Parties, the DOS shall become a part of, and shall be subject to, the terms of this Agreement. LoveKeys shall control the means, methods, and manner of its performance of the Implementation Services delivered under a DOS. If there is a conflict between a DOS and these Terms of Service, the Terms of Service shall prevail. LoveKeys may utilize subcontractors in its provision of the Implementation Services, provided that LoveKeys shall remain liable for all subcontractor acts and omissions related to providing such Implementation Services.

(f) “Customer Data” means all data, information, or material that Customer submits to the Services in the course of using the Services. Customer Data does not include the name and contact information of those Customer employees who are the business contacts responsible for interacting with LoveKeys in connection with the Customer-LoveKeys business relationship under this Agreement.

(g) “Order Form” shall mean the documents for placing orders for Services hereunder that are entered into between Customer and LoveKeys from time to time, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate of Customer agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms executed hereunder shall be deemed to be incorporated herein by reference.

(h) For users of LoveKeys’ Prospect Engine Services (the “Prospect Engine”): In connection with the performance of the Prospect Engine, Customer may provide LoveKeys with account-level data points (which for the avoidance of doubt is Customer Data as defined above), and LoveKeys may then provide to Customer additional data points that augment the Customer Data (the “Supplementary Data”).

2. License

LoveKeys hereby grants to Customer a non-exclusive, non-transferable, worldwide, non-sublicensable right and license to use the Services for Customer’s internal business purposes for the term specified in the applicable Order Form, subject to the terms of this Agreement and the applicable Order Form. LoveKeys reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder.

3. Availability and Support

(a) LoveKeys will provide the Services in a manner consistent with marketing technology industry standards, which includes reasonable service interruptions due to Excusable Delays or scheduled maintenance. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond LoveKeys’ reasonable control (collectively referred to as “Excusable Delays”). Except for reasonable service interruptions due to Excusable Delays or regularly scheduled maintenance, the Online Services shall be available not less than 99.9% of the time, on a monthly basis.

(b) LoveKeys will provide to Customer the following support services related to the Online Services for the duration of the Agreement: (i) support, for up to 12 general tickets / calendar year, via the Help Center (at https://wobbly-channel-05e.notion.site/LoveKeys-Technical-Support-f10fcf3b2d914567a6505f3362ff47b4) regarding operation and use of the Online Services during LoveKeys’ normal business hours (M-F 8:00AM to 8:00PM EST); and (ii) programming to correct any demonstrated errors in the Online Services necessary to enable reasonable use of the Online Services. Customer should promptly report any errors in the operation of the Online Services to LoveKeys. LoveKeys may make modifications to its support offerings from time to time at its reasonable discretion.

4. Communications

(a) Customer will be exclusively responsible for the content of all communications sent using the Services.

(b) LoveKeys does not own any Customer Data. Customer, and not LoveKeys, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and except as expressly set forth herein and subject to any requirements of applicable law, LoveKeys shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated, LoveKeys will make available to Customer a file of the Customer Data within thirty (30) days of termination if Customer so requests at the time of termination. Upon LoveKeys’ termination for cause, Customer’s right to access or use Customer Data within or in conjunction with the Services shall immediately cease.

(c) For users of Chat Services: Customer acknowledges and agrees that LoveKeys cannot control the chat content posted by Customer or by third parties to the Services (“Chat Content”). Customer may be exposed to, and the Services may process, Chat Content that may violate applicable law or that Customer may find offensive, indecent, incorrect, or objectionable. Customer further agrees that under no circumstances will LoveKeys or its Affiliates or licensors be liable in any way for any Chat Content, including any errors or omissions in any Chat Content, or any loss or damage of any kind incurred as a result of any Chat Content. Customer must assess and bear all risks associated with the use of any Chat Content, including any reliance on the integrity or accuracy of such Chat Content.

5. Restrictions