TERMS OF SERVICE

(Tiger Finder Master Subscription Agreement)

Effective as of February 26, 2026

Please read these Terms of Service (“Agreement”) carefully before using the Website (as defined below) and the Services (as defined below). By registering for and/or using the Services in any manner, you acknowledge that you have read and understand this Agreement, including all operating rules, policies, and procedures referenced herein. Each of these is incorporated into this Agreement by reference and may be updated periodically. Your use of the Services constitutes unconditional acceptance of this Agreement, to the exclusion of all other terms.

In this Agreement, “Customer” refers to you, or if you are accepting on behalf of a legal entity, to that entity. The terms and conditions set forth in this Agreement are legally binding for the use of the Website and the Services. If you do not accept these terms unconditionally, you may not use the Services. If you are accepting on behalf of an organization and have the authority to do so, this Agreement applies; however, if there is a separate contract regarding the Services defined under this Agreement with YouScan Limited, a Cypriot company doing business as Tiger Finder, with a registered address at 2 Agias Elenis, 6th Floor, 1060, Nicosia, Cyprus, and registration number HE261899 ("Provider", “Tiger Finder”), covering the use of the Services, then that contract prevails.

Provider and Customer are each a “Party” and collectively, the “Parties” to this Agreement. The Parties, in consideration of the terms and covenants herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, agree to adhere to these terms.

You agree to incorporate the requirements of Tiger Finder’s Terms of Service and policies into your own products and policies and ensure that your customers adhere to our Terms of Service and policies. If you are accepting these Terms of Service on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms of Service; (ii) you have read and understand the Terms of Service; and (iii) you agree, on behalf of the party that you represent, to these Terms of Service. If you do not have the legal authority to bind your employer or the applicable entity, please do not sign up for the Service (do not click on the “Sign Up” button).

1. Definitions

"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50% of the voting securities of a Person.

"Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“Customer’s Account” means the electronic account established by or on behalf of Customer through the Website for the purpose of accessing and using the Services, including all associated Authorized User accounts, credentials, subscription plan information, payment details, stored data, search queries, creator lists, and other materials or configurations maintained within the account environment.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

"Documentation" means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Effective Date" means the date on which both Parties have executed the Order Form, either physically or electronically, and that date marks the commencement of the obligations and rights under this Agreement.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device. 

"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.

"Law" (“law”) means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. 

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Order Form” means a document that specifies the particular services to be provided, including detailed descriptions, pricing plans, and payment terms, and constitutes an integral part of the Agreement between the Parties, outlining the specific commitments, costs, and expectations related to the Services offered.

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

"Personal Information" means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, genetic, answers to security questions, and other personal identifiers). Customer's business contact information is not by itself Personal Information.

“Privacy Policy” means a document, available at https://tigerfinder.com/privacy-policy, constitutes a legally binding component of this Agreement, detailing the methods of data collection, usage, and safeguarding practices adhered to in the operation of the Website (as defined below).

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

"Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Representatives" means, with respect to a Party, that Party's employees, officers, directors, consultants, agents, independent contractors, and legal advisors.

"Resultant Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Services" means, as further specified in the Section 2.1 below or in applicable Order Form, Tiger Finder’s cloud-based software-as-a-service platform for AI-powered influencer and creator discovery, analytics, and campaign planning. The Services include, without limitation: (a) natural-language search functionality enabling users to identify social media creators based on described criteria; (b) algorithmic matching and ranking of creators using proprietary data models and analytics; (c) access to creator profile summaries and related audience and engagement insights derived from publicly available data and Tiger Finder’s analytical processes; (d) tools to create, organize, and manage lists or shortlists of creators for campaign purposes; and (e) related dashboards, filters, and workflow features designed to streamline influencer research and decision-making.

"Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider. 

“Website” means to the online platform accessible via the URL https://tigerfinder.com/, that includes all its associated pages, features, content, functionalities, and user interfaces, serving as the primary digital hub for service provision, information sharing, and customer engagement

2. Services

2.1 Description of the Services. Subject to the terms and conditions of this Agreement and the applicable Order Form, Provider shall make available to Customer a cloud-based, AI-powered influencer and creator discovery and analytics platform marketed as “Tiger Finder”. The Services are delivered on a software-as-a-service (SaaS) basis via the Website and are designed to support influencer research, evaluation, shortlisting, and campaign planning activities. Without limitation, the Services include:

(a) AI-Powered Search and Matching. Natural-language search functionality enabling Authorized Users to describe desired creator characteristics (including, for example, niche, geography, audience attributes, engagement patterns, or content style), and proprietary algorithmic matching and ranking tools that generate recommended creator results based on such inputs;

(b) Creator Profiles and Analytics. Access to creator profile summaries and related analytics, including audience and engagement insights, content-level analysis, estimated performance indicators, and other metrics derived from publicly available social media data and Provider’s proprietary data processing, modeling, and analytical methodologies;

(c) Filtering and Discovery Tools. Advanced filtering, sorting, comparison, and refinement features that enable Customer to narrow, analyze, and evaluate creator results according to selected criteria;

(d) List and Shortlist Management. Tools to create, organize, label, and manage creator lists or shortlists for campaign planning, internal evaluation, or client presentation purposes, including workspace or team-based collaboration functionality (if enabled under the applicable subscription plan);

(e) Reporting and Export Functionality. Dashboards, summaries, and, where permitted under the applicable subscription plan, export or download features that allow Customer to generate internal reports or campaign planning materials based on data made available through the Services;

(f) Integrations and Enhancements. Any integrations, beta features, updates, improvements, or additional functionality that Provider may make available from time to time as part of the Services.

The Services utilize data obtained from third-party platforms and other publicly available sources and may incorporate proprietary technologies developed by Provider and/or its affiliates, including technology powered by YouScan. Provider does not represent or warrant that it is affiliated with, endorsed by, or sponsored by any social media platform or creator referenced through the Services.

The Services are intended solely as a decision-support and research tool to assist Customer in identifying and evaluating potential creators. Customer acknowledges that campaign outcomes, creator performance, audience behavior, and other results may vary and remain outside Provider’s control.

Provider may modify, enhance, suspend, or discontinue any aspect of the Services in accordance with this Agreement and the applicable Order Form.

2.2.Access and Use. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.8) right to access and use the Services during the Term (as defined in Section 14.1), solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the Access Credentials as of the Effective Date. 

2.3 Documentation License. Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

2.4 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties:

1. 1. 1. Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and
      2. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

2.5 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

2.6 Service Management. Each Party shall, throughout the Term, maintain within its organization a service manager to serve as such Party's primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Each Party shall use commercially reasonable efforts to maintain the same service manager in place throughout the Term. If either Party's service manager ceases to be employed by such Party or such Party otherwise wishes to replace its service manager, such Party shall promptly name a new service manager by written notice to the other Party.

2.7 Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers; (ii) the competitive strength of or market for Provider's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 

2.8 Subcontractors. Provider may from time to time in its discretion engage third-parties to perform Services (each, a “Subcontractor”). 

2.9 Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its good faith and sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications (as defined in the Order Form); (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

2.10 Changes to Data Sources. Customer acknowledges and agrees that the Services rely on data obtained from third-party platforms, publicly available sources, and external systems that are not owned or controlled by Provider. As such, the availability, scope, format, or accessibility of such data sources may change, be restricted, or be discontinued at any time without notice. Accordingly, Provider does not guarantee the continued availability of any particular social media platform, creator profile, metric, data field, or analytical feature within the Services. The volume of creators indexed, the type of data accessible, and the scope of analytics provided may be subject to additions, modifications, limitations, or removals at Provider’s discretion, including as a result of changes imposed by third-party platforms or legal and regulatory requirements. Provider shall not be responsible for any interruption, modification, inaccuracy, delay, or reduction in data availability resulting from actions or restrictions imposed by third-party platforms or data providers. The Services are provided on an evolving basis, and Customer acknowledges that data coverage, metrics, and analytical outputs may vary over time.

3 Use Restrictions; Service Usage and Data Storage 

3.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

1. 1. 1. copy, modify, or create derivative works or improvements of the Services or Provider Materials;
      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
      4. bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
      5. input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
      6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third-party, in whole or in part;
      7. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
      8. access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable law;
      9. access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage;
      10. access or use the Services or Provider Materials in, or in association with, the design, construction, maintenance, or operation 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 Services could lead to personal injury or severe physical or property damage;
      11. otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section;
      12. use the Provider’s API in any manner not expressly authorized by Provider, including accessing it to create similar or competitive products or services, or using unauthorized or modified versions of the Service;
      13. falsify IP addresses or altering network protocol addresses used for data transmission, or engaging in activities that disrupt the Service or allow unauthorized access to other users’ data;
      14. use the API, Webhooks, or Provider’s standard connectors for large-scale or automated data transfers to external services or platforms, except for manual, legitimate, custom-made transmissions that comply with a permitted purpose;
      15. publicly reference the data obtained through the Service without prior written consent from Provider.

3.2 Service Usage and Data Storage. Order Form sets forth Fees for designated levels of usage and data storage (each a “Service Allocation”), beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date.

3.3 Lawful Use. Customer shall not use the Tiger Finder Services, or any data, analytics, or outputs made available through the Services, for any purpose that violates applicable law or third-party rights. Without limitation, Customer shall not use the Services for unlawful surveillance, harassment, stalking, spamming, deceptive outreach practices, or any activity that violates applicable data protection, advertising, consumer protection, or marketing laws. The Services are intended solely for legitimate influencer discovery, research, evaluation, and campaign planning purposes. Customer shall not use the Services in a manner inconsistent with reasonable expectations of privacy, nor to monitor, track, or investigate private individuals beyond the scope of publicly available creator information presented through the platform. Customer is expressly prohibited from using the Services to target, segment, or profile individuals based on sensitive personal data. For purposes of this Agreement, “sensitive personal data” includes, without limitation, data revealing health information (including pregnancy status), financial status, political opinions, racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, trade union membership, criminal history, biometric or genetic data, or any other category of personal data subject to heightened protection under applicable law. Customer further agrees not to use the Services to discriminate against, exclude, or otherwise treat individuals adversely based on such sensitive characteristics, nor to conduct research or analysis intended to facilitate unlawful discrimination or other unlawful practices. Provider reserves the right to suspend or terminate access to the Services in the event of a violation of this Section.

3.4 Fair Use. In order to maintain the performance, availability, and reliability of the Tiger Finder Services, Provider applies a fair use policy governing access to and use of the Services (the “Fair Use Policy”). The purpose of this policy is to prevent excessive, abusive, automated, or otherwise improper use of the Services and to ensure a consistent and optimal experience for all customers. All features of the Services, including without limitation AI-powered search queries, filtering tools, list creation, data exports (if enabled), API access (if applicable), and any automated or bulk functionality, are subject to reasonable usage limitations as determined by Provider in its sole discretion. Provider reserves the right to monitor usage patterns and operational activity within Customer’s Account for the purpose of enforcing this Fair Use Policy. If Provider reasonably determines that Customer’s use of the Services: (a) exceeds normal or anticipated usage levels for the applicable subscription plan; (b) involves excessive automated queries, scraping, bulk extraction, or system abuse; or (c) negatively impacts system performance, security, or other users’ ability to access and use the Services, Provider may, in its discretion, implement technical limitations, temporarily restrict certain functionalities, require Customer to upgrade its subscription plan, or suspend or terminate access to the affected Account in accordance with this Agreement. Provider may update or refine usage thresholds and technical limits from time to time to reflect evolving system capabilities, infrastructure requirements, and subscription plan structures.

3.5 Personal Data Protection and Responsible Use. Customer shall comply with all applicable data protection and privacy laws in connection with its use of the Tiger Finder Services and any data, analytics, or outputs made available through the Services. Customer further agrees that it shall not: (a) knowingly disclose, publish, distribute, or otherwise make available any data obtained through the Services where Customer reasonably believes such data may be used in a manner inconsistent with applicable law or individuals’ reasonable expectations of privacy; (b) conduct or facilitate any research, analysis, or profiling that isolates or targets a specific individual or a small group of individuals for unlawful, discriminatory, harassing, or otherwise improper purposes; (c) use the Services or any data obtained through the Services to target, segment, or profile individuals based on sensitive personal data, including without limitation health status, financial condition, political opinions, racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, trade union membership, criminal history, biometric or genetic data, or any other category of personal data subject to heightened protection under applicable law; (d) use the Services for intelligence gathering, surveillance, law enforcement monitoring, or similar governmental or quasi-governmental purposes without Provider’s prior written consent and, where applicable, a valid legal basis under applicable law. The Services are intended solely for legitimate influencer discovery, evaluation, and campaign planning activities. Customer remains solely responsible for determining the lawfulness of its use of any data accessed through the Services.

4. Customer Obligations

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to Customer Systems as is necessary for Provider to perform the Services in accordance with the Availability Requirement (as defined below) and Specifications; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2 Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”). 

4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity. 

4.4 Non-Solicitation. During the Term and for two (2) years after, Customer shall not, and shall not assist any other Person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor any Person then or within the prior twenty-four (24) months employed or engaged by Provider or any Subcontractor. In the event of a violation of this Section, Provider shall be entitled to liquidated damages equal to the compensation paid by Provider to the applicable employee or contractor during the prior twelve (12) months.

4.5 Customer Responsibility for Use of the Services. Customer shall be solely responsible for its use of the Services and for all data, information, analytics, reports, creator profiles, and other materials accessed, generated, exported, or otherwise obtained through the Services. Customer is further responsible for any content, materials, or information that it shares, distributes, or makes available to third parties (including its clients, partners, or end users) based on or derived from the Services. Customer assumes full responsibility for all decisions, actions, and outcomes arising from its use of the Services, including without limitation outreach to creators, campaign planning, marketing activities, and compliance with applicable advertising, consumer protection, privacy, and data protection laws. To the maximum extent permitted by law, Customer shall be liable for any claims, losses, damages, liabilities, costs, or expenses arising out of or relating to (i) Customer’s use or misuse of the Services, (ii) Customer’s reliance on information or analytics provided through the Services, or (iii) Customer’s distribution or external use of materials derived from the Services.

5. Service Support. The Services shall encompass the provision of Provider’s standard customer support services (“Support Services”). These Support Services are designed to facilitate the use and optimization of the Software Subscription Services and may include electronic support to assist with routine inquiries and troubleshooting, along with access to maintenance updates and patches. The Provider reserves the right to amend the Support Services at its discretion.

6. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7. Security 

7.1 Information Security. Provider is committed to maintaining the integrity and security of its systems and may implement security measures that reflect this commitment without being bound by a fixed set of procedures, allowing for adaptive and responsive approaches to emerging security challenges.

7.2 Data Breach Procedures. In alignment with best practices, Provider shall have a responsive action plan for data incidents. The specifics of response measures may vary according to the situation and the Provider’s discretion to ensure effectiveness and compliance with evolving standards.

7.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and I all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment

8.1 Fees. Customer shall pay Provider the fees set forth in Order Form in accordance with this Section  and terms of the Order Form. Except as expressly provided in this Agreement or the applicable Order Form, all fees paid or payable for the Tiger Finder Services are non-cancellable and non-refundable. If Customer elects to discontinue use of the Services prior to the expiration of the applicable subscription term, Customer shall remain responsible for payment of all fees due for the full subscription term, and such fees shall not be recalculated, prorated, or refunded based on actual usage. For clarity, non-use of the Services does not relieve Customer of its payment obligations under this Agreement.

8.2 Taxes; Gross-Up. All fees payable under this Agreement are exclusive of taxes, duties, levies, or similar governmental charges, including value-added tax (VAT), sales tax, goods and services tax (GST), withholding tax, or similar charges imposed by any jurisdiction (collectively, “Taxes”). Customer shall be responsible for payment of all applicable Taxes, excluding taxes based solely on Provider’s net income. If applicable law requires Customer to withhold or deduct any Taxes from amounts payable to Provider, Customer shall increase the amount payable so that the net amount received by Provider after such withholding or deduction equals the full amount that would have been received had no such withholding or deduction been required. Customer shall timely remit the withheld amounts to the relevant tax authority and provide Provider with official documentation evidencing such payment. 

8.3 Payment. Customer agrees to pay one hundred percent (100%) of the applicable Fees in advance, unless otherwise specified in the applicable Order Form. Except for any expressly stated trial period, access to paid features of the Tiger Finder Services shall not be activated or continued unless full payment of the applicable Fees has been received by Provider. Provider reserves the right to suspend, restrict, or delay activation of Customer’s Account in the event of non-payment or late payment.

8.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

1. 1. 1. Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
      2. Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
      3. if such failure continues for five (5) days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

8.5 No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason any deduction or withholding of tax as may be required by applicable law

8.6 Fee Increases. Provider reserves the right to modify the Fees for Services provided under this Agreement, including during any Renewal Term (as defined below in the Section 14.2). Fee adjustments may result from market fluctuations, operational costs, inflation, or enhancements in service offerings. Provider shall notify Customer in writing of any planned Fee increases at least ninety (90) days prior to the effective date of such increases. This notice period ensures that Customer receives an additional thirty (30) days beyond the required sixty (60) days notice period to respond or adapt to the changes. Fee adjustments shall coincide with the start of a subsequent Renewal Term. Upon issuance of such notice, the Order Form associated with this Agreement shall be amended to reflect the new Fees or new Order Form shall be executed by the Parties. Continued use of Services by Customer after the effective date of any Fee increase shall constitute acceptance of the revised Fees.

8.7 Audits. 

1. 1. 1. Audit Procedure. Provider or its nominee (including its accountants and auditors) may, in Provider’s sole discretion, inspect and audit Customer’s use of the Services under this Agreement at any time during the Term and for two (2) years following the termination or earlier expiration of this Agreement. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect to such audit. Provider shall only examine information directly related to Customer’s use of the Software.
      2. Cost and Results of Audit. If the audit determines that Customer’s use of the Services exceeded the usage permitted by this Agreement, Customer shall pay to Provider all amounts due for such excess use of the Software, plus interest on such amounts, as calculated pursuant to Section 8.4. If the audit determines that such excess use equals or exceeds 25% of Customer’s permitted level of use, Customer shall also pay to Provider all reasonable costs incurred by Provider in conducting the audit. Customer shall make all payments required under this Section within ten (10) days of the date of written notification of the audit results.

9. Confidentiality

9.1 Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider and the terms and existence of this Agreement are the Confidential Information of each of the Parties. 

9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third-party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for twenty-four (24) months: 

1. 1. 1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; 
      2. except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section;
      3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
      4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
      5. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section.

Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

10. Intellectual Property Rights

10.1 Provider Materials. All right, title, and interest in and to the Services, the Website, the Tiger Finder platform, all software (including object code and source code), algorithms, AI models, machine learning systems, databases, compilations, analytics methodologies, user interfaces, documentation, Provider Materials, and any and all improvements, enhancements, modifications, derivative works, configurations, and customizations thereof (collectively, the “Provider Materials”), including all Intellectual Property Rights therein, are and shall remain exclusively owned by Provider and/or its licensors. 

With respect to any Third-Party Materials incorporated into or made available through the Services, the applicable third-party providers retain all right, title, and interest, including all Intellectual Property Rights, in and to such Third-Party Materials. 

Except for the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with this Agreement, Customer obtains no ownership rights, licenses, or other rights in or to the Provider Materials. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted to Customer are expressly reserved by Provider. 

Without limiting the foregoing, all aggregated data, statistical information, benchmarking data, performance metrics, usage analytics, derivative datasets, AI training improvements, model outputs refinements, and any other data generated, derived, inferred, or created by or through the use of the Services (excluding Customer’s Confidential Information in its original form) (Resultant Data) shall be exclusively owned by Provider. To the extent any rights in or to the Resultant Data vest in Customer by operation of law, Customer hereby irrevocably assigns to Provider all right, title, and interest in and to such Resultant Data, including all Intellectual Property Rights therein, on a worldwide, perpetual, royalty-free basis. 

Customer shall not, and shall not permit any third party to: (a) copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying structure of the Services; (b) use the Services or Provider Materials to build, train, or improve a competing product or dataset; (c) extract, scrape, or systematically download data from the Services except as expressly permitted under the applicable subscription plan; or (d) remove or obscure any proprietary notices contained in the Services.

10.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.3.

10.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider’s, its Subcontractors’, and the Provider Personnel’s rights and perform Provider’s, its Subcontractors’, and the Provider Personnel’s obligations hereunder.

10.4 Use of Customer Name and Logo. Customer agrees that Provider may use Customer’s name, trade name, and logo solely for the purpose of identifying Customer as a user of the Tiger Finder Services in Provider’s sales, marketing, promotional, investor, or advertising materials, including on Provider’s website and in presentations. Customer may revoke this consent at any time by providing written notice to Provider at the contact email. Upon receipt of such notice, Provider shall cease using Customer’s name and logo in new marketing materials within a commercially reasonable period.

11. Representations and Warranties

11.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: 

1. 1. 1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
      2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
      3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
      4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

11.2 Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that Provider shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

11.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third-party or violate any applicable law.

11.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

11.5 Sanctions and Trade Compliance. Customer represents and warrants that neither Customer nor any of its Affiliates, nor any of their respective beneficial owners, directors, or officers, nor—to Customer’s knowledge—any person acting on its behalf in connection with this Agreement, is: (i) subject to any economic or trade sanctions, export controls, or restrictive measures administered or enforced by the United States, the United Nations Security Council, the European Union, the United Kingdom, or any other applicable governmental authority (collectively, “Sanctions”); or (ii) located, organized, resident, or operating in a country or territory that is the subject of comprehensive Sanctions (including, without limitation, the Russian Federation). Customer further represents and warrants that it will not access or use the Services in violation of applicable Sanctions or export control laws. Upon Provider’s reasonable request, Customer shall promptly provide information and documentation reasonably necessary to verify compliance with this Section, including information regarding Customer’s ownership structure and ultimate beneficial owners. Any breach of this Section shall constitute a material breach of this Agreement. Where required to comply with applicable law, Sanctions, or Provider’s internal compliance obligations, Provider may immediately suspend or terminate Customer’s access to the Services without prior notice. In such event, any fees paid prior to suspension or termination shall be non-refundable to the extent permitted by applicable law. Customer shall indemnify and hold harmless Provider from and against any losses, damages, liabilities, penalties, costs, or expenses (including reasonable legal fees) arising out of or relating to Customer’s breach of this Section or violation of applicable Sanctions or export control laws. Provider shall handle any retention or deletion of Customer data in accordance with applicable legal and regulatory requirements.

12. Indemnification

12.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third-party (other than an Affiliate of a Customer) that Customer’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third-party’s US patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement arises from: 

1. 1. 1. Third-Party Materials or Customer Data;
      2. access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer’s use in the Documentation;
      3. modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider’s written approval in accordance with Provider’s written specification;
      4. failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or
      5. act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee.

12.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third-party (other than an Affiliate of a Provider Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: 

1. 1. 1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement;
      2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider; 
      3. allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
      4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third-party on behalf of Customer or any Authorized User, in connection with this Agreement. 

12.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4 Mitigation. If any of the Services or Provider Materials are, or in Provider’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense: 

1. 1. 1. obtain the right for Customer to continue to use the Services and Provider Materials as contemplated by this Agreement; 
      2. modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or 
      3. by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof. Should such termination occur prior to two (2) years after the Effective Date, and provided that Customer is in compliance with its post-termination obligations as detailed in Section 14.4, Customer shall be entitled to a pro-rated refund. This refund will be calculated based on the remaining unused portion of the Services from the last paid billing cycle to the effective date of termination, less any costs or fees incurred by Provider due to early termination. This refund reflects a fair and equitable return to Customer while accounting for Provider’s need to allocate resources and schedule service provision in advance.

12.5 Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

13. Limitations of Liability

13.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE 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, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; I LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 CAP ON MONETARY LIABILITY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ANY OTHER LEGAL OR EQUITABLE THEORY, OR OTHERWISE, EXCEED ONE THOUSAND UNITED STATES DOLLARS (US $1,000). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

14. Term and Termination

14.1 Term. This Agreement becomes effective upon Customer’s acceptance, which may occur through (i) registration of a Customer’s Account on the Website, (ii) acceptance of this Agreement through a click-through or similar electronic mechanism, or (iii) execution of an applicable Order Form, whichever occurs first. This Agreement shall remain in effect for as long as Customer maintains an active subscription to the Services or otherwise continues to access or use the Services, unless earlier terminated in accordance with this Section. Each subscription term shall continue for the duration specified in the applicable Order Form or subscription plan (the “Subscription Term”). Subscription Terms may renew in accordance with Section 14.2, unless terminated as set forth herein.

14.2 Renewal Term. This Agreement shall automatically renew for successive terms as defined in the latest Order Form (each a "Renewal Term"), commencing at the conclusion of the initial term and at the end of each subsequent Renewal Term. This automatic renewal shall continue unless the Agreement is terminated earlier as per its express provisions, or unless either Party provides written notice of its intention not to renew at least sixty (60) days before the expiration of the then-current term. The Initial Term, along with all subsequent Renewal Terms as specified in the latest Order Form, collectively constitute the "Term" of this Agreement.”

14.3 Mutual Termination. Either Party may terminate this Agreement or any applicable Order Form upon written notice if: (a) the other Party commits a material breach of this Agreement and, if such breach is capable of cure, fails to cure such breach within ten (10) days after receipt of written notice specifying the breach; (b) the other Party becomes insolvent, is unable to pay its debts as they fall due, files or has filed against it a petition in bankruptcy or insolvency proceedings that is not dismissed within sixty (60) days, enters into liquidation, or makes an assignment for the benefit of creditors; or (c) the other Party enters into any arrangement or composition with its creditors due to financial distress.

14.4 Termination for Cause by Provider. Provider may suspend or terminate this Agreement, any applicable Order Form, or Customer’s access to the Services, in whole or in part, effective immediately upon written notice (including notice sent to the email address associated with the Customer Account or used for execution of an Order Form), if: 

1. 1. 1. Customer breaches this Agreement, including without limitation any provision of Section 3, intellectual property restriction, acceptable use restriction, sanctions representation, or data protection obligation; 
      2. Customer fails to pay any Fees within five (05) days after written notice of non-payment; 
      3. Customer uses the Services in violation of applicable law, third-party rights, or platform rules, or in a manner that exposes Provider to legal, regulatory, reputational, or security risk; 
      4. Customer engages in excessive, abusive, automated, scraping, competitive, or otherwise improper use of the Services in violation of this Agreement; 
      5. Customer provides false, misleading, or incomplete information in connection with Customer’s Account registration, compliance representations, or payment details; 
      6. Provider is required to suspend or terminate access in order to comply with applicable law, court order, sanctions requirements, or third-party platform restrictions. 

Provider may, in its discretion, provide a cure period where appropriate; however, Provider shall have no obligation to do so where immediate suspension or termination is reasonably necessary to mitigate legal, financial, operational, or security risk. Except where termination results solely from Provider’s uncured material breach, all Fees paid are non-refundable, and Customer remains responsible for all Fees accrued through the effective date of termination. Termination or suspension under this Section shall be without prejudice to any other rights or remedies available to Provider at law or in equity. 

14.5 Termination for Convenience. Provider may terminate this Agreement and/or any applicable Order Form for convenience upon written notice to Customer. Such notice may be delivered in accordance with the Notices section of this Agreement, including by email to the address associated with the Customer Account or provided in connection with the execution of an Order Form. Unless otherwise specified in the applicable notice of termination, termination shall become effective immediately after Provider sends such notice. In the event Provider terminates this Agreement for convenience (and not due to Customer’s breach), Provider shall refund any prepaid Fees covering the unused portion of the then-current Subscription Term on a prorated basis. Such refund shall constitute Customer’s sole and exclusive remedy with respect to such termination. Termination under this Section shall not relieve Customer of any payment obligations accrued prior to the effective date of termination.

14.6 Effect of Termination or Expiration. Upon expiration or termination: 

1. 1. 1. Customer’s right to access and use the Services shall immediately cease; 
      2. Provider may disable the Customer Account; 
      3. Provider may delete or anonymize Customer data in accordance with its data retention policies and applicable law; and 
      4. any provisions which by their nature should survive (including without limitation intellectual property, payment obligations, limitations of liability, indemnification, sanctions compliance, and dispute resolution) shall survive.

14.7 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 4.5, Section 9, Section 11.4, Section 12, Section 13, Section 14.6, this Section 14.7, and Section 15.

14.8 EU Consumer Cooling-Off (Where Applicable). If Customer qualifies as a consumer under applicable European Union law, Customer may have a statutory right to withdraw from a distance contract within fourteen (14) calendar days from contract formation. However, by expressly requesting immediate access to the Services during the withdrawal period, Customer acknowledges and agrees that performance of digital Services begins immediately and that the statutory right of withdrawal may be lost once full performance has commenced, in accordance with applicable consumer protection law. This provision applies only where mandatory consumer protection laws require it and does not apply to business customers.

15. Miscellaneous

15.1 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

Additionally, if Customer requests corporate, compliance, or statutory documentation from Provider, including without limitation certificates of tax residency, certificates of incorporation, good standing certificates, corporate extracts, compliance confirmations, notarized or apostilled documents, or similar official records, Customer acknowledges that the costs associated with obtaining, issuing, notarizing, apostilling, translating, or couriering such documents are not included in the applicable subscription Fees. All such costs, including administrative handling fees and third-party charges, shall be borne by Customer and invoiced separately in accordance with Provider’s then-current rates and payment terms. Customer agrees to promptly reimburse Provider for all reasonable costs and expenses incurred in connection with procuring and delivering the requested documentation.

15.2 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

15.3 Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that Provider may, without Customer’s consent, include Customer’s name and other indicia in its lists of Provider’s current or former customers of Provider in promotional and marketing materials.

15.4 Notices. Unless otherwise expressly stated in this Agreement, all communications between the Parties, including any exchange of information or materials, shall be in writing. This includes, without limitation, claims, demands, approvals, consents, notices, and other formal correspondence. Such communications may be delivered by post, courier, fax, email, personal delivery to an authorized representative of the receiving Party, or through any other method capable of confirming the date, time, and sender of delivery. 

For purposes of this Agreement, email communications shall constitute valid and legally binding written notice. Provider is expressly authorized to send notices to the email address associated with Customer’s Account registration on the Website and/or to the email address provided by Customer in connection with the execution of an applicable Order Form. Customer is responsible for maintaining accurate and up-to-date contact information within its Account. Notices sent to any such registered or designated email address shall be deemed properly delivered, whether or not actually opened or read by Customer. 

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission or absence of automated delivery failure notice), if sent during the recipient’s normal business hours, and on the next business day if sent outside such hours; and (d) on the next business day after mailing, if sent by certified or registered mail, return receipt requested, postage prepaid.

For the avoidance of doubt, any notice, communication, or other correspondence sent by Provider from the email address legal@youscan.io shall be deemed a valid and legally binding notice under this Section, provided it is sent in accordance with the requirements set forth herein.

15.5 Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices 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. The Parties intend this Agreement to 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 exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

15.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

15.7 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

15.8 Assignment. Customer 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 Provider's prior written consent. Notwithstanding the foregoing, Provider may assign or transfer any of its rights or delegate any of its obligations under this Agreement to any affiliate or to any Party in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.

15.9 Force Majeure.

1. 1. 1. No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of ninety (90) days or more.
      2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

15.10 No Third-Party Beneficiaries. 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 upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15.11 Amendment and Modification. The Provider reserves the right to update and modify this Agreement at any moment. Should such modifications occur, the updated Agreement shall be effective immediately. If Customer continues to use the Services following any such modifications, it shall be deemed as acceptance of the revised Agreement. Customer is required to review the terms of this Agreement each time they access the Services or the Website, ensuring they are familiar with the most current terms and conditions. In instances where there is a conflict between the terms of this Agreement and the terms of any Order Form, the terms specified in the Order Form shall take precedence, unless explicitly stated otherwise within the Order Form itself.

15.12 Non-Waiver of Rights and Remedies. The Provider's failure to enforce strict compliance with any provision of these Terms of Service does not constitute a waiver of that provision or any other provision. Such non-enforcement shall not limit the Provider's right to enforce such provision or any other provision in these Terms of Service at a later time. No delay or failure to exercise any right or remedy under these Terms of Service shall operate as a waiver of that or any other right or remedy. A waiver by the Provider in one instance does not constitute a waiver of any rights or remedies in any other instance.

15.13 Severability. 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.14 Governing Law; Submission to Jurisdiction. This Agreement, together with all Order Forms, addendums, and any matters not explicitly covered herein, shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any disputes arising out of or in connection with this Agreement or the services provided under it shall be subject to the exclusive jurisdiction of the courts of Nicosia, Cyprus. The Parties hereby expressly and unconditionally (i) submit to the exclusive jurisdiction of these courts, and (ii) waive any right to challenge the venue or seek a change of venue, to the fullest extent permitted by law. 

15.15 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

15.16 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 or, in the case of Customer, Section 3.1, Section 4.3, or Section 7.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.17 Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.