REDROVER TERMS AND CONDITIONS

1.1 License. RedRover grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use RedRover’s Reddit lead generation services and software platform (the “Services”) during the Term, solely for lawful internal business purposes, in accordance with this Agreement and any applicable Order Form.

1.2 Authorization to Post. You expressly authorize RedRover to create and manage content approved by you on Reddit on your behalf through accounts owned and controlled by RedRover for the purpose of providing the Services. You acknowledge and agree that RedRover may post or engage with Reddit content on your behalf through such RedRover owned accounts.

1.3 License to Trademarks. You hereby grant RedRover a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use your logos and trademarks, solely, as necessary in connection with the delivery of the Services under this Agreement.

1.4 Updates. RedRover may modify or update the Services at any time, provided such changes do not materially reduce Service’s core functionality.

2.1 Customer Obligations. You are responsible for all actions taken based on your approval. It is your responsibility to maintain secure access credentials. You are responsible for all necessary cooperation and information reasonably required by RedRover to deliver the Services. For the avoidance of doubt, necessary cooperation includes the reviewing and approval of posts to the Reddit platform in a reasonable time insofar as to allow RedRover to provide Services.

2.3 Suspension. RedRover reserves the right to immediately suspend or terminate Customer’s access or use of the Services at any time if it has a reasonable basis to believe that Customer is in violation of the terms hereof.

4.1 Ownership of RedRover Intellection Property. All rights, title, and interest in and to the Services, underlying software, technology, account networks, tools, designs, algorithms, data models, templates, and related materials (collectively, “RedRover Technology”) are and shall remain exclusively owned by RedRover. RedRover also retains exclsuive ownership of all methods, processes, know-how, configurations, templates, and other materials developed or used by RedRover to perform the Services (“Background IP”).

4.2 License to Background IP. To the extent any Deliverable incorporates, is derived from, or otherwise makes use of any RedRover Technology or Background IP, RedRover grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such RedRover Technology and Background IP solely to the extent needed to use the Deliverables, and only for Customer’s internal business purposes in connection with the Services. Except for this limited license, no rights or ownership in any RedRover Technology, Background IP, or related software are transferred to Customer, and all such rights are expressly reserved by RedRover.

4.3 Account Ownership. All Reddit and other platform accounts created, owned, or operated by RedRover in connection with the Services (collectively, “RedRover Accounts”) remain the sole property of RedRover. Nothing in this Agreement shall transfer or assign ownership of any RedRover Accounts to Customer.

4.4 Customer Data Ownership. Customer retains ownership of all data, text, media, or other content uploaded or provided to the Services (“Customer Data”). Customer grants RedRover a worldwide, non-exclusive, non-transferable, non-sublicensable license to host, process, analyze, and use Customer Data as necessary to provide and improve the Services.

4.5 Deliverables. Subject to your payment of all fees under this Agreement, all deliverables generated through the Services, including but not limited to analytics, reports, content, and Reddit posts, are assigned to you and become your sole and exclusive property.

4.4 De-Identified Data. Notwithstanding anything in this Agreement to the contrary, RedRover may create De-Identified Data. “De-Identified Data” means data and information originally derived from Customer Data but thoroughly stripped of identifiers such that it does not identify Customer, any Customer business data, or any individual, and such that they cannot reasonably be re-identified. De-Identified Data may include technical, usage, performance, and statistical information collected by RedRover when Customer accesses or uses the Services. RedRover owns all right, title, and interest in and to the De-Identified Data, and may use such data for any lawful purpose, including research, improvement of the Services, development of new products, training proprietary algorithms or models, data analytics, and other commercial purposes.

4.5 Feedback. All suggestions or feedback provided by Customer that do not include Customer’s Confidential Information are assigned to RedRover and may be used without restriction.

5.1 Payment of Fees. Customer will pay all subscription fees in accordance with each applicable Order Form.

5.2 No Refunds. Unless otherwise agreed, subscription fees paid are non-refundable. If usage starts partway through a billing period, Company may invoice pro rata for the partial period or waive pro rata billing, at its discretion.

5.3 No Set-Off. You may not reduce any amount payable to RedRover under this Agreement due to any counterclaim, set-off, adjustment, or other claim you might have against RedRover, any other party, or otherwise.

5.3 Taxes. All fees are exclusive of any sales tax, use tax, withholding tax, or other applicable transaction taxes. You are responsible for all such taxes. RedRover may invoice you for sales, use, value added, goods, services, or similar taxes directly attributable to Customer’s receipt of Services under this Agreement. Customer will indemnify RedRover for the full amount of applicable taxes.

5.4 Late Payment; Interest. If any invoice is not paid when due, RedRover may charge interest on the outstanding amount at the lesser of 1.5% per month or the maximum rate permitted by law, from due date until paid. RedRover reserves the right to suspend or terminate your access to the Services until all overdue amounts (and accrued interest) are paid.

6.1. “Confidential Information”. “Confidential Information” means any and all data or information including the terms of this Agreement, the Customer Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such Party (the “Disclosing Party”) in connection with the Agreement to the other party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all fees).

6.2. Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.

7.1 Compliance with Data Protection Laws. RedRover shall comply with all applicable data protection and privacy laws in connection with the performance of the Services.

7.2 Data Protection Measures. RedRover shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

7.3 No Sale of Data. RedRover shall process Customer Data only in accordance with this Agreement, and solely for the purpose of providing the Services to Customer. RedRover shall not sell, rent, or otherwise commercially exploit Customer Data.

7.4 Subcontractors or Subprocessors. If RedRover engages subcontractors or subprocessors to process Customer Data, RedRover shall ensure such parties are bound by written obligations no less protective than those set forth in this Agreement.

7.5 Security Incidents. In the event of any actual or suspected unauthorized access to or disclosure of Customer Data (“Security Incident”), RedRover shall promptly notify Customer and provide information reasonably available to assist Customer in fulfilling its legal and regulatory obligations.

7.5 Return or Destruction. Upon termination or expiration of this Agreement, the Receiving Party shall, upon written request, return or destroy the Disclosing Party’s Confidential Information in its possession, subject to customary backup and legal retention requirements.

8.1 Limited Warranty. RedRover warrants that it will perform the Services in a professional manner consistent with industry standards.

8.2 Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SOFTWARE SERVICES OR THE SERVICES PROVIDED HEREIN, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE SOFTWARE SERVICES AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

9.1 Indemnification by Customer. Customer shall indemnify, defend and hold harmless RedRover, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns (“RedRover Indemnitees”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against the RedRover Indemnitees and/or which the RedRover Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any failure by Customer to comply with any applicable statutes, laws, ordinances or regulations; and (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any Customer Data or Confidential Information provided by Customer.

9.2 Indemnification by RedRover. RedRover shall indemnify, defend and hold harmless Customer, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns (“Customer Indemnitees”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against Customer Indemnitees and/or which Customer Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any gross negligence or willful misconduct of RedRover; or (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any RedRover IP or Confidential Information provided by RedRover, unless (i) such infringing intellectual property was not supplied or directed by RedRover, or was combined with other products, services, processes, or materials not supplied or directed by RedRover (where the alleged infringement relates to such combination); or (ii) any such infringement claim is based upon Customer Data.

9.3 Remedies. Notwithstanding anything herein to the contrary, if any intellectual property infringement claim is brought or threatened against Customer, or if RedRover reasonably believes that the Services may infringe a third party’s Intellectual Property Rights, then RedRover may, at its sole option and expense: (i) procure for Customer the right to continue to use the Services; (ii) modify the Services, as applicable, to make it non-infringing without materially reducing its functionality; (iii) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (iv) if RedRover determines, in its sole discretion, that none of the foregoing remedies are commercially practicable, then it may choose to suspend or terminate the impacted Order Form or the Agreement as a whole and refund all paid and unused fees

9.4 Disclaimer. WITHOUT AFFECTING EITHER PARTY’S TERMINATION RIGHTS, THIS SECTION 9 STATES THE ENTIRE LIABILITY OF REDROVER, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY REDROVER, THE SERVICES, OR ANY PART THEREOF.

10.1 Exclusion of Consequential and Related Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OTHER THAN EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 AND OTHER THAN EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY FEES AND THE OTHER AMOUNTS PAID TO REDROVER, PLUS ANY APPLICABLE TAXES.

11.1 Term. The term of this Agreement will commence on the Effective Date of the applicable Order Form and continue for the period set forth therein (the “Term”), unless terminated earlier under this Section.

11.2 Termination for Cause. Either Party may terminate (i) upon thirty (30) days’ written notice for a material breach not cured within such period, or (ii) upon the other’s insolvency, bankruptcy, or cessation of business.

11.3 Effect of Termination. Upon termination of this Agreement: (a) all Order Forms shall terminate concurrently; (b) RedRover will cease all posting or engagement activity on Customer’s behalf; (c) Customer shall pay all outstanding fees through the termination date; (d) RedRover shall transfer all Deliverables to Customer; and (e) each Party shall return or destroy the other Party’s intellectual property and Confidential Information within thirty (30) days of termination or expiration, subject to customary recordkeeping or legal retention requirements.

11.4 Survival. The provisions of Sections 2 (Compliance and Acceptable Use), 5 (Intellectual Property), 6 (Fees and Payment), 6 (Confidentiality & Data Protection), 9 (Indemnification), 10 (Limitation of Liability), and 11 (Term and Termination), together with any other provisions which by their nature are intended to survive, shall survive termination or expiration of this Agreement.

14.1 Governing Law. This Agreement will be governed by and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. For the purpose of all legal proceedings, this Agreement will be deemed to have been made and performed in the Province of Ontario and the courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under this Agreement. Tofu and Customer each hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

14.2 Assignment. Neither party may assign this Agreement without written consent, except to an affiliate or successor. Notwithstanding the foregoing, either Party may assign this Agreement upon a merger, acquisition, or sale of substantially all its assets, provided written notice is given to the other Party. Any other assignment requires prior written consent.

14.3 Notices. Notices shall be in writing and delivered by email or other electronic means to the addresses specified in the Order Form. Notices to Customer shall be sent to the contact email provided in the Order Form.

14.4 Entire Agreement. This Agreement and any Order Form constitute the entire agreement and supersede prior agreements. RedRover may update or amend this Agreement on fifteen (15) days’ written or electronic notice. Continued use of the Services after the notice period constitutes acceptance of the updated Agreement.

14.5 Severability. If any provision is held invalid, the remainder remains enforceable.

14.6 Waiver. No delay or omission by a Party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the Party waiving its rights.

14.7 Independent Contractor. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.