The following terms and conditions (“Terms and Conditions”) apply to your (“You”/ “Your” or “Customer”) use of the any and all services (‘Services”)
provided by Hacker Hang, LLC (“Hacker Hang”). These Terms and Conditions shall govern all of Customer’s existing and future use of Services, unless
otherwise agreed to in writing by the Parties. Hacker Hang and Customer are also referred to herein individually as a “Party” and jointly as the “Parties”.
1. SERVICES TERMS AND CONDITIONS.
1.1 EQUIPMENT COMPATIBILITY. Customer is solely responsible for ensuring: (i) Customer’s equipment is compatible with the Services, (ii) paying any fees
or charges associated with use of Customer’s equipment, and (iii) obtaining, installing, configuring, and maintaining suitable equipment and software,
including any necessary system or software upgrades, patches or other fixes, that are or may become necessary for the Services.
1.2 DATA MANAGEMENT AND SECURITY. (A) Data Management. Customer is responsible for managing Customer’s data, including but not limited to,
backup and restoration of data, erasing data from disk space Customer controls and changing data on or settings for Customer equipment. Hacker Hang is
not responsible for the loss of Customer’s data or for the back-up or restoration of Customer’s data. (B) Security of Customer’s Data. Customer is
responsible for developing and maintaining any security procedures Customer deems appropriate. Hacker Hang is not responsible in the event that any
party changes the information on Customer’s account, including without limitation, Customer’s user ID, password, or security information. Hacker Hang
STRONGLY RECOMMENDS THE USE (AND APPROPRIATE UPDATING) OF PASSWORDS, COMMERCIAL ANTI-VIRUS, FIREWALL, AND ANTI-SPY SOFTWARE, AS
WELL AS THE USE OF ANTI-SPAM EMAIL SOFTWARE AND FREQUENT PATCHING OF ANY GENERAL USE SOFTWARE. Hacker Hang disclaims all liability for
any damages that may occur as a result of Spam or Spam filters, viruses, spyware or any other type of malicious code or software.
2. INTELLECTUAL PROPERTY.
2.1 CUSTOMER CONTENT. As between Hacker Hang and Customer, all right, title and interest in and to all Customer Content and Confidential Information
of Customer, together with all intellectual property associated therewith, shall be and remain vested in Customer. Customer hereby grants to Hacker Hang
an irrevocable, nonexclusive, royalty-free, sub-licensable, fully paid-up, worldwide right and license (the “Customer Content License”) to (a) use all
Customer Content for purposes of performing the Services and otherwise performing Hacker Hang’s obligations and exercising its rights under this
Agreement, and (b) de-identify Customer Content and aggregate it with content from other customers of the Services and use such de-identified and
aggregated Customer Content for any such legitimate business purposes as Hacker Hang may determine, including benchmarking, analytics, innovation,
product and service design, product and service development, improvement of the Services and research.
2.2 HACKER HANG PROPERTY. As between Hacker Hang and Customer, all right, title and interest in and to: (a) the Hacker Hang website and any and all
user guides or other information provided by Hacker Hang to Customer; (b) all Confidential Information of Hacker Hang; (c) the Services, including any
software contained therein; and (d) all intellectual property associated therewith (collectively, “Hacker Hang Property”), shall be and remain vested solely
and exclusively in Hacker Hang. All rights in the Hacker Hang Property not expressly granted to Customer under this Agreement are hereby reserved by
Hacker Hang. In the event Customer provides to Hacker Hang any suggestions, comments or other feedback with respect to the Services (collectively,
“Feedback”), such Feedback shall be deemed to be Hacker Hang Property. Customer shall not remove, obscure, alter, or deface any notice of
confidentiality, any trademark, any copyright notice, or any other indicia of ownership that may be contained in or displayed via Hacker Hang Property.
Hacker Hang hereby grants Customer a limited, non-exclusive, non-sublicensable, revocable and non-transferable license to use Hacker Hang Property
provided by Hacker Hang to Customer solely as necessary to use the Services in accordance with and during the term of this Agreement. Customer shall
not reverse engineer, decompile, modify or create derivative works based on the Hacker Hang Services.
3. BILLING & PAYMENT.
3.1 PRICING. (A) Price. All pricing will be in accordance with Hacker Hang’s then-current pricing or pricing provided to Customer for the applicable Service.
Hacker Hang reserves the right to revise such pricing from time to time. (B) Changes. Prices and availability of Hacker Hang Services are subject to change
without notice.
3.2 METHODS OF PAYMENT. Payment for all Services must be made via credit card (Master Card, VISA, American Express, or other credit cards as Hacker
Hang may designate from time to time), or as otherwise allowed in writing by Hacker Hang, payable in US dollars. Hacker Hang reserves the right to assess
a fee for initiating and processing Customer payment. Hacker Hang may, but is not required to, accept partial payments from Customer. Any Customer
payments submitted to Hacker Hang via check or other form of payment marked “payment in full” or otherwise labeled in restrictive endorsements, shall,
if accepted by Hacker Hang, be accepted as only partial payment and Hacker Hang will retain any and all rights to collect all amounts owed by Customer
under this Agreement.
3.3 TAXES/FEES. Customer shall pay all taxes, excises, fees, charges, surcharges or similar exactions imposed by any government authority (local, state,
national or foreign) on the Services that are the subject of this Agreement (including if imposed retroactively) including but not limited to sales and use
taxes, telecommunications taxes, duties, custom fees and universal service fund contribution charges. Further, Hacker Hang shall have the right to recover
from Customer the amount of any government fees or taxes arising as a result of this Agreement, which are imposed on Hacker Hang or Services. For
avoidance of doubt, Customer shall not be responsible for any taxes on Hacker Hang net income.
4. DISCLAIMERS. (A) THE SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABLE. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, HACKER
HANG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
ACCURACY, AND NON-INFRINGEMENT. HACKER HANG MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS. CUSTOMER
ACKNOWLEDGES AND AGREES THAT HACKER HANG DOES NOT CONTROL ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON THE INTERNET,
SOME OF WHICH MAY BE OFFENSIVE TO CUSTOMER. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ASSESSING AND EVALUATING THE COMPLETENESS,
ACCURACY, AND USEFULNESS OF ALL SUCH MATERIALS, INFORMATION AND HACKER HANG SERVICES. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE
INTERNET IS AN INHERENTLY INSECURE MEDIUM, THERE ARE CERTAIN SECURITY, CONFIDENTIALITY, AND PRIVACY RISKS INHERENT IN WIRELESS
COMMUNICATIONS AND TECHNOLOGY, AND THAT HACKER HANG MAKES NO ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. HACKER HANG
SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY HACKER HANG TO CUSTOMER
REGARDING THE HACKER HANG SERVICES.
5. INDEMNITY AND LIMITATION OF LIABILITY. (A) THE FOLLOWING LIMITATIONS AND INDEMNITIES APPLY ONLY TO THE EXTENT ALLOWABLE UNDER
APPLICABLE LAW. (B) CUSTOMER AGREES TO RELEASE, PROTECT, INDEMNIFY, DEFEND AND HOLD HARMLESS HACKER HANG AND THEIR RESPECTIVE
AGENTS, EMPLOYEES AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, ACTIONS, LOSSES,
DAMAGES, DEMANDS, SUITS, (INCLUDING DAMAGE TO PROPERTY AND PERSONAL INJURY) AND EXPENSES (INCLUDING LOSSES FROM SETTLEMENT AND
REASONABLE COURTS COSTS AND ATTORNEY’S FEES) ARISING OUT OF OR RELATING IN ANY WAY OR ALLEGED TO BE CAUSED BY ANY OF THE FOLLOWING:
(I) CUSTOMER’S MISUSE OF THE HACKER HANG SERVICES; (II) CUSTOMER’S BREACH OF THESE TERMS AND CONDITIONS, EXCEPT TO THE EXTENT SUCH
CLAIMS ARE BASED UPON THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF HACKER HANG; (V) ANY CLAIMS OR ACTIONS FOR LIBEL, DEFAMATION,
SLANDER, INVASION OF PRIVACY, PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, OR THE VIOLATION OF ANY THIRD-PARTY INTELLECTUAL
PROPERTY RIGHTS, ARISING IN CONNECTION WITH CUSTOMER’S USE OR MISUSE OF THE SERVICES; OR (VI) ANY CLAIM OR ACTION FOR INTELLECTUAL
PROPERTY INFRINGEMENT RESULTING FROM CUSTOMER’S USE OF THE HACKER HANG SERVICES IN COMBINATION WITH EQUIPMENT, HARDWARE,
SOFTWARE, SYSTEMS, CABLING, FACILITIES OR SERVICES NOT PROVIDED HEREUNDER BY HACKER HANG. (C) THE TOTAL, AGGREGATE LIABILITY OF HACKER
HANG TO CUSTOMER (OR TO ANY AFFILIATE OF CUSTOMER) FOR ANY AND ALL CLAIMS WHATSOEVER RELATED TO THE HACKER HANG SERVICES OR THESE
TERMS AND CONDITIONS FOR ANY CLAIMS WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, PRODUCT
LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, HOWSOEVER ARISING, WILL BE LIMITED TO DAMAGES PROVEN AS DIRECTLY ATTRIBUTABLE
TO HACKER HANG, AND FURTHER LIMITED TO AN AMOUNT EQUAL TO THE LAST THREE (3) MONTHS OF PAYMENTS MADE BY CUSTOMER TO HACKER
HANG PRECEDING THE DATE OF ANY CLAIM MADE AGAINST HACKER HANG. (D) THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO CUSTOMER ON ANY
BASIS WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT
LIMITED TO LOSS OF REVENUE OR PROFIT, LOSS ARISING FROM OR ATTRIBUTABLE TO FAILURE TO REALIZE ANTICIPATED SAVINGS, OR LOSS OF
PRODUCTION, EQUIPMENT OR DATA) EVEN IF A PARTY KNEW OR HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THIS
SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT. (E) ANY ACTION AGAINST HACKER HANG MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER
THE DATE THAT THE CLAIM AROSE.
11. DISPUTE RESOLUTION.
11.1 GOVERNING LAW & VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, excluding any
choice of law rule thereof that would direct the application of the laws of another jurisdiction. Any action based upon or arising out of this Agreement shall
lie exclusively in the state courts located in Brevard County, Florida. Customer and Hacker Hang each hereby irrevocably submit to the exclusive
jurisdiction of such courts. EACH PARTY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM RELATED THERETO.
11.2 ATTORNEYS’ FEES AND COSTS. In the event of a legal action or other proceeding arising under this Agreement or a dispute regarding any alleged
breach, default, claim, or misrepresentation arising out of this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall
be entitled to recover its reasonable attorneys’ fees and costs, whether incurred before suit, during suit, or at the appellate level. The prevailing party shall
also be entitled to recover any attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining or
quantifying the amount of attorneys’ fees and costs due to it.
12. CONFIDENTIALITY; PRIVACY AND DATA PROTECTION.
12.1 CONFIDENTIAL INFORMATION. (A) Except as otherwise described in this Agreement, each Party shall treat as strictly confidential all non-public or
proprietary information, data and materials of the other Party and any of its affiliates it receives from, or is given access to by, the other Party under this
Agreement in any form (including writing, electronic and verbal) or manner (collectively, “Confidential Information”), using at least the same degree of
care it employs to protect its own confidential information, and in no event less than reasonable care. Confidential Information of Hacker Hang shall
include all non-public information contained within or otherwise relating to the Services. Notwithstanding the foregoing, Confidential Information will not
include information that (i) the receiving Party can demonstrate is independently developed thereby without use of or referral to any confidential
information of the other Party; (ii) the receiving Party can demonstrate was lawfully received free of restriction from another source with the right to
furnish such information, and other than as a result of its relationship with the receiving Party; or (iii) that is or becomes generally available to the public
other than as a result of the direct or indirect acts of the receiving Party or any of its employees, contractors, agents or representatives. (B) The receiving
Party shall not (i) use the Confidential Information for any purpose other than the performance of its obligations, or exercise of its rights expressly granted,
under this Agreement, or (ii) divulge any Confidential Information, without the other Party’s prior written consent, to any person other than those
employees, contractors, agents and representatives of the receiving Party who need to know such Confidential Information to perform any of the receiving
Party’s obligations or exercise any of its rights under this Agreement. Each Party shall be responsible for compliance with all applicable terms of this
Section 12 by all such persons to whom it permits access to the disclosing Party’s Confidential Information. (C) Notwithstanding the foregoing, in the event
disclosure of any Confidential Information is mandated by applicable laws, or by an order of a court or requested by a governmental authority, such
disclosure shall not be a violation of this Agreement.
13. MISCELLANEOUS PROVISIONS.
13.1 FORCE MAJEURE. Hacker Hang will not be liable for any failure of performance hereunder due to causes beyond its reasonable control (“Force
Majeure”), including, without limitation, acts of God, fire, explosion, satellite failure, unavailability of Supplier-provided Service elements, vandalism, cable
cut, storm or other catastrophes, national emergency, insurrections, riots, wars or strikes, lock-outs, severe weather, epidemics, earthquakes, floods, work
stoppages or other labor disputes, or any law, order, regulation, direction, action or request of any government or authority or instrumentality. Hacker
Hang’s obligation to perform will be suspended for the duration of a period of Force Majeure and will resume as soon as reasonably possible, after
cessation of the event of Force Majeure.
13.2 WAIVER. The waiver or failure of either Party to enforce any provision of this Agreement or to exercise any right or privilege hereunder, will not be
construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder. No waiver by
either Party hereunder shall be effective unless agreed to pursuant to a writing signed by an authorized representative of the Party granting the waiver.
13.3 RELATIONSHIP; ASSIGNMENT. Nothing in this Agreement shall constitute or be deemed to establish a partnership, joint venture, association or
employment relationship between the Parties, and neither Party is granted herein or shall have the authority or power to bind the other Party, or to
contract in the name of the other Party, in any manner or for any purpose. Hacker Hang may assign this Agreement and any rights and obligations
hereunder to any third party without consent of or notice to Customer. Customer may not assign its rights or obligations hereunder without Hacker Hang’s
prior written consent and any attempt to do so shall be void and of no force or effect for any purpose whatsoever and shall constitute a breach of this
Agreement. This Agreement will inure to the benefit of, and will be binding on Customer’s and Hacker Hang’s respective successors and permitted assigns.
The Parties agree that, except as expressly set forth herein, no provision of this Agreement is intended, expressly or by implication, to purport to confer a
benefit or right of action upon any authorized user or other third party (whether or not in existence, and whether or not named, as of the Effective Date).
13.4 SEVERABILITY. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court or regulatory agency of competent jurisdiction
the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. In the event that any such provision
is declared invalid, illegal or unenforceable due to its scope, breadth or duration, then it will be modified to the scope, breadth or duration permitted by
law and will continue to be fully enforceable as so modified. All provisions of this Agreement which would naturally survive its expiration or termination
will so survive.
13.7 FULL DISCLOSURE. Customer has fully informed itself of the contents, terms, conditions, and effects of this Agreement, has read the entire
Agreement and fully understands all of the terms.
13.8 PUBLICITY. Neither Party shall, without the prior written approval of such other Party in each instance, issue any press release relating to this
Agreement or other display, broadcast or otherwise use in publicity distributed materials any corporate name, trade name, trademarks or service marks of
the other Party.
13.9 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Hacker Hang and Customer relating to the subject matter hereof
and supersedes all prior agreements between the Parties with respect to such subject matter. There are no other oral or implied agreements, warranties
or understandings between Hacker Hang and Customer with respect to such subject matter.
13.10 REMEDIES. No remedy conferred by any provision of this Agreement is intended to be exclusive of any other remedy, except as expressly provided
in this Agreement, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing in Law or in equity or by statute or otherwise.
13.11 NEW AND MODIFIED Hacker Hang TERMS AND CONDITIONS. Hacker Hang may modify these Terms and Conditions from time to time, and may
modify or terminate any and all Services at its discretion. Hacker Hang will notify Customer of a modification to these Terms and Conditions by: (A) posting
a notice on Hacker Hang’s customer portal, (B) emailing Customer at Customer’s e-mail address of record, or (C) written correspondence, including
notification on Customer’s invoice. Such modification(s)/termination(s) will be effective on the date specified in the notice. Hacker Hang will use
reasonable efforts to provide notice one (1) month in advance of changes to or discontinuation of Service(s). CUSTOMER’S CONTINUED USE OF THE
SERVICES CONSTITUTES CUSTOMER’S AGREEMENT TO HACKER HANG’S TERMS AND CONDITIONS THAT ARE IN EFFECT AT THE TIME CUSTOMER USES THE
SERVICES.
13.12 SIGNATURES. In the event You are signing or electronically accepting this Agreement on behalf of Customer (by clicking a box or otherwise), You: (A)
agree that Your signature or electronic acceptance indicates Customer’s unconditional acceptance of this Agreement; (B) represent that You are
authorized to execute and deliver this Agreement on behalf of Customer; and (C) represent that this Agreement is binding upon Customer and no other
signature is required to bind Customer.
13.13 EFFECTIVE DATE. These Terms and Conditions are effective as of December 2020, and will remain in effect unless modified, revoked or terminated
by Hacker Hang.