(1) RESERVATION OF BLINGBY TECHNOLOGY. (a) Blingby shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information, including all modifications made for the Customer.

The Company or User (used interchangeable) may not sell, transfer or lease the Software or any part thereof to any third party for any reason whatsoever. The Company has no right to and will not reverse engineer the Software. Upon learning of any unauthorized use or disclosure of the Software, the Company will promptly notify Blingby and will use its reasonable efforts to prevent the recurrence of such unauthorized use or disclosure. The Company shall not, and shall not permit any other employee or person under their control to: (i) copy the Software, in whole or in part; (ii) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise commercially exploit or make available to any third party the Software in any way, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (iv) modify or make derivative works based on the software; (v) create internet “links” to the software or “frame” or “mirror” any part of the Software on any other server or wireless or internet-based device; or (vi) reverse engineer or access the Software in order to (a) build a competitive software, product or service, (b) build a software, product or service using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software; (vii) reverse engineer, disassemble, decompile, decode or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (viii) bypass or breach any security device or protection used for or contained in the Software; (ix) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Software or associated documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other sym- bols, notices, marks or serial numbers on or relating to any copy of the Software; (x) use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (xi) use the Software for purposes of: (a) benchmarking or competitive analysis of the Software; (b) developing, using or providing a competing software, product or service; or (c) any other purpose that is intended to be Blingby’s detriment or commercial disadvantage; (XII)􏰅 use the Software in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; or (xiii) use the Software other than for the purpose described herein or in any manner or for any purpose or application not expressly permitted by this Agreement.

(2) PROPRIETARY RIGHTS AND RESERVATION OF BLINGBY TECHNOLOGY. (a) Proprietary Rights. On a per campaign basis, the Customer shall provide campaign assets including, without limitation, video, audio, live streaming, images, links titles and descriptions to upload on Blingby's Dashboard from where the Customer shall create the Creative as specified by the Customer and agreed to by the Creative Partner. Blingby shall provide the ability to do a video or audio live stream and an embed code or ad tags and host the creative assets and provide and apply its reporting system to track engagement and other metrics. Technology and Creative provided by Blingby to the Customer shall not be “white labeled.” For the avoidance of doubt, all public announcements, including, without limitation any announcements, press releases, interviews, marketing, or branding, shall include, in a con-spicuous manner, the Blingby logo and name. Additionally, Blingby shall be referenced as the source of the Creative and Technology in discussion regarding the Creative being used by Customer and any content provider or client of the Customer. The Customer hereby authorizes the Blingby to make an-nouncements and to include in any marketing materials (in any format, whether digital or otherwise) that Blingby is a Creative Partner of the Customer.

(3) MUTUAL REPRESENTATIONS & WARRANTIES. (a) Each party represents and warrants that it is duly organized, validly existing and in good standing in its State of incorporation, and has full power and authority to enter into this Agreement and fulfill its obligations hereunder. Customer further represents and warrants to Creative Partner that the contents of all final information and materials provided by Customer to Creative Partner hereunder (without modifi-cation by Creative Partner and when used specifically as authorized by Customer) [to the best of Cus-tomer’s [actual or constructive] knowledge]: (i) are true and accurate in every respect; (ii) do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and/or the terms hereof; and (iii) do not violate the third party rights of any person or entity (including, without limi-tation, intellectual property, copyright, privacy, or publicity rights). Creative Partner further represents and warrants to Customer the following: (i) Creative Partner shall not make any changes to Customer’s finally submitted Ad copy without Customer’s prior written approval in each instance, and shall only use any and all such information and materials specifically as authorized by Customer and in no other manner and for no other purpose.

(4) LIMITATION OF LIABILITY. The parties hereto acknowledge and agree that the following provisions are material conditions of this Agreement and reflect a fair allocation of risk between the parties: (a) BLINGBY MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO CUS-TOMER THAT OPERATION OF THE AD UNITS WILL BE UNINTERRUPTED, HAVE FULL FUNCTIONALITY AT ALL TIMES, OR BE ERROR FREE. BLINGBY WILL NOT BE LIABLE FOR CONSEQUENCES RESULTING FROM ANY INTERRUP-TION OF SERVICE, MALFUNCTION, OR ERROR. (b) CUSTOMER MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO BLINGBY THAT OPERATION OF ITS OR THE CHOSEN PROGRAMMATIC PLATFORM WILL BE UNINTERRUPTED, HAVE FULL FUNCTIONALITY AT ALL TIMES, OR BE ERROR FREE. CUSTOMER WILL NOT BE LIABLE FOR CONSEQUENCES RESULTING FROM ANY INTERRUPTION OF SERVICE, MALFUNCTION, OR ERROR. (c) EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, CREATIVE PARTNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WAR-RANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO AD UNITS. (d) EXCEPT FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION UNDER SECTION 4, IN NO EVENT SHALL EITHER PARTY BY LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABIL-ITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e) EXCEPT FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION UNDER SECTION 4, EACH PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THIS AGREEMENT WILL BE LIMITED TO LIMITED TO THE AGGREGATE FEES PAID AND PAYABLE UNDER THIS IO.

(5) TERMS OF SERVICE. By agreeing to the Terms and Conditions you agree to the Terms of Service.

(6) DATA / PRIVACY POLICY. By agreeing to the Terms and Conditions you agree to the Policy Privacy.