Terms Of Service Last Updated: AUGUST 2024

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A
CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION
SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE
OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE
REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE
PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND
AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A
BINDING CONTRACT WITH SGE SOFTWARE, (3) THE INFORMATION YOU PROVIDED IN
CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE
AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF
SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE
USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF
THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH
COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND
NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH
OUR 

PRIVACY POLICY

, 

DATA PROCESSING AGREEMENT

, AND 

AFFILIATE AGREEMENT

 (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A
BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU
REPRESENT) AND SGE SOFTWARE INC. AND ITS RESPECTIVE OFFICERS, DIRECTORS,
BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “SGE
SOFTWARE,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM
AND ALL OTHER INTERACTIONS WITH SGE SOFTWARE RELATED TO THE PLATFORM.

SGE Software reserves the right to make changes to these
Terms at any time. All changes are effective immediately when posted. Your
continued use of the Platform following the posting of any revised Terms
constitutes your acceptance and agreement to the updated Terms.

SGE Software is only providing the Platform for your
business use without any promise of exclusivity. SGE Software’s customers,
users, entrepreneurs, affiliate marketers, experts, and partners are not SGE
Software’s employees, contractors, or representatives. SGE Software is not
responsible for any interactions between you and your customers, other than
providing access to the Platform. SGE Software is in no way liable for any
disputes, claims, losses, injuries, or damages arising from your relationship
with your customers, including their reliance upon any information or content
you provide. You agree and acknowledge that you are responsible for implementing
your own terms of service to govern the relationship between you and your
customers.

You should consult a lawyer for legal advice to ensure your
use of the Platform complies with these Terms and applicable law.

1. Use of Platform 1.1. Restrictions.

 You must be at least 18 years
old to use the Platform. By accepting these Terms, creating a Platform Account,
or using the Platform, you represent that you are at least 18 years old. You
may not use the Platform or the Services if You are an employee, partner, or
director of our Competitors or intend to gain access to the Platform in order
to compete with the Platform.

1.2 Platform Account Ownership.

 Your use of the
Platform is conditioned on your provision of complete, current, and accurate
information when registering for a Platform Account. The Platform is intended
for business use or in connection with an individual’s trade, craft, or profession.
As the individual who accepts these Terms, You are the owner of the Platform
Account unless You are acting on behalf of a business entity, in which case,
the business entity is the owner of the Platform Account. If You accept these
Terms on behalf of a business entity, You represent and warrant that you have
the authority to bind the business entity to these terms. If multiple parties
claim to be the “owner” of a particular Platform account, SGE Software will
deem the owner to be the person who can demonstrate their ownership (in whole
or in part) of the underlying business entity for which the Platform Account
was created by providing government-issued documentation of such ownership. If SGE
Software is unable to determine the rightful owner of the Platform Account, SGE
Software reserves the right to suspend or terminate the Platform Account until
the disputing parties have mutually agreed on ownership or until a court has
ordered SGE Software to grant access to a specific individual.

1.3 Intended Use.

 You and your customers may use
the Platform only as intended for lawful purposes and in accordance with these
Terms. You agree that You and Your customers will not use the Platform in any
way that violates any applicable law or regulation or engage in any Prohibited
Uses. In addition, you represent and warrant that: (i) You and Your customers
will maintain in effect all licenses, permissions, authorizations, consents,
and permits necessary to carry out the obligations under these Terms; (ii) You
are fully responsible for your actions and the actions of your employees,
agents, and customers who use the Platform; (iii) You are fully responsible for
the use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
ensure that your employees with access to the Platform Account are bound by
these Terms, and you will require that your customers accept terms at least as
restrictive as these Terms; (vi) You own or control all rights in and to all
content you provide to SGE Software, including, but not limited to, any code
provided to customize the Platform for your customers; (vii) You, your
employees, and your customers will provide reasonable cooperation regarding
information requests from law enforcement, regulators, or telecommunication
provider;  and (viii) You will not give access to the Platform or Services
to a direct Competitor of SGE Software, (ix) You will not directly or
indirectly reverse engineer, decompile, disassemble or otherwise attempt to
uncover or discover the source code, object code or underlying structure,
ideas, know-how or algorithms; (x) You will not modify, translate, or create
derivative works based on the Platform (except to the extent expressly
permitted by us); and (xi) You will not remove any proprietary notices or
labels

1.4 Compliance:

 You will be solely responsible
for your use of the Platform and Services, including (a) the quality and
integrity of any data and other information, including Information, made
available to us by or for you through the use of the Platform, (b) securing and
maintaining proper insurance as required, and (c) compliance with all
applicable laws and regulations including but not limited to HIPAA and other
data privacy laws. SGE Software is not responsible for your compliance with
laws and does not represent that your use of the Platform will comply with any
laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and
other similar laws and regulation.

1.5 Privacy.

 By using the Platform and providing
Information on or through the Platform, you consent to SGE Software’s use and
disclosure of the Information in accordance with the Privacy Policy
available 

here

 and incorporated herein by reference. You agree
that SGE Software has no responsibility or liability for the deletion or
failure to store any Information or content maintained or transmitted on or
through the Platform. When you provide your customers with access to the
Platform, you must implement and enforce your own terms of service and Privacy
Policy, providing the level of protection at least equal to that provided to
you by SGE Software. You must obtain consent from your customers, affirmatively
acknowledging that your customers agree to be bound by your privacy policy. You
represent and warrant that you have provided, and will continue to provide,
adequate notices and have obtained, and will continue to obtain, the necessary
permissions and consents to provide your customers’ data to us for use and
disclosure in accordance with these Terms and our 

Privacy Policy

.

You may not use, resell, authorize or permit anyone to use,
or license or make available data you obtain from People Data Labs, for any
purposes prohibited in the People Data Labs Acceptable Data Use Policy posted
here 

https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy

.
You further agree to comply with applicable law when collecting personal data
that will be sent to People Data Labs.

1.6 Login Credentials.

 You are responsible for
maintaining the confidentiality of your Login Credentials. You are responsible
for all uses of your Platform Account and Login Credentials, whether or not
authorized by you. You agree to notify SGE Software immediately of any
unauthorized access to or use of your Platform Account or Login Credentials or
any other breach of security. SGE Software reserves the right to disable your
Login Credentials at any time in its sole discretion for any or no reason,
including if, in SGE Software’s opinion, you have violated any provision of
these Terms. Platform Accounts are non-transferable. You are obligated to take
preventative measures to prohibit unauthorized users from accessing your
Platform Account with your Login Credentials. You give consent to SGE Software
to access and monitor your Platform Account and your customer’s accounts for
support and security purposes, and/or to perform its obligations under these
Terms or to enforce these Terms.

1.7 Use of Communication Services.

 The Platform
may include certain communications features such as SMS, MMS, email, voice call
capabilities and other methods. Separate Communication Surcharges for these
services may apply and will be charged to your invoice. If You use these features,
You agree that You are exclusively responsible for all communications sent
using the Platform, including compliance with all laws governing those
communications including but not limited to the Telephone Consumer Protection Act
(“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. You represent
and warrant that you understand and will comply with those laws. SGE Software
is not responsible for your compliance with laws and does not represent that
your use of the Platform will comply with any laws.  SGE Software is a
technology platform communication service application provider ONLY. SGE
Software does not originate, send, or deliver any communications to any
recipient via SMS, MMS, email, or other communication method. You control the
message, timing, sending, fraud prevention, and call blocking. All
communications, whether SMS, MMS, email or otherwise, are created by and
initiated by you and/or your customers, whether generated by You or sent
automatically via the Platform at Your direction.  Communication
Surcharges are subject to the 

Leadconnector Terms of Service

.

1.8 Third Party Services.

 You may choose to
access certain Third-Party Services through the Platform. You are responsible
for enabling and managing the integration of each Third-Party Service. You
acknowledge that by purchasing or integrating Third Party Services through the
Platform, you grant permission to SGE Software to share your data with the
Third-Party Services providers in order to facilitate the integration and use
of the Third Party Services through the Platform. You also represent and
warrant that You have the appropriate consents for importing any data (including
data of your customers) that you request SGE Software to import from other
Third-Party Services and/or are the rightful owner of such data. SGE Software
is not responsible for, and SGE Software hereby disclaims any liability for,
any act or omission of any Third-Party Services provider or the operation of
any Third-Party Services, including access to, modification of, or deletion of
data, regardless of whether SGE Software endorses, approves, promotes, or
supports any such Third-Party Services. You hereby irrevocably waive any claim
against SGE Software with respect to the content or operation of any
Third-Party Services. Your use of the Third-Party Services is governed by Your
agreement with such Third Party, including any supplemental policies imposed by
the Third Party. You are solely responsible for reviewing and complying with
any terms of use, privacy policies or other terms governing your use of these
Third-Party Services, which you use at your own risk. SGE Software disclaims
all liability related to outages or downtime of Third Party Services.

SGE Software does not guarantee the interoperation,
integration, or support of any Third-Party Services nor give any
representation, warranty or endorsement, express or implied, with respect to
the legality, accuracy, quality, or authenticity of content, information, or
services provided by those Third-Party Services. SGE Software may, at any time,
in its sole discretion, modify the Platform or Services, which may impact
interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your Platform
Account, certain features, functionality, or Services, including Third Party
Services (such as LeadConnector phone numbers or email services), may not be
recoverable or retrievable upon reactivation. If you pause some or all of your
Platform Account for more than thirty (30) days, and SGE Software is still
incurring costs on your behalf related to Third Party Services (such as the
costs of securing a particular phone number on your behalf), SGE Software
reserves the right to release the phone number or delete some or all of your
Platform Account in its sole discretion, without liability to you.

1.9 Third Party Content.

 The Platform may
include Third Party Content. Your use of Third Party Content is entirely at
your own risk and discretion. All statements and opinions expressed in Third
Party Content are solely the opinions and the responsibility of the third party
and do not necessarily reflect the opinion of SGE Software. SGE Software is not
responsible for Third Party Content and makes no endorsements, representations
or warranties and assumes no liability, obligation or responsibility for Third
Party Content. You are responsible for ensuring that your engagement or
transactions with Third Party Content is in compliance with these Terms and any
applicable laws.

1.10 Excessive Use Restrictions; Trials.

 SGE
Software provides access to the Platform on a tiered-pricing basis, and some
tiers can process more data with less impact on performance. We have no
liability for the effect that your excessive data use may have on
performance.  If, in SGE Software’s sole discretion, we determine that
your data use is excessive, abusive, or has a negative effect on the Platform
in anyway, we may (1) require that you upgrade your Services in order to
continue your activity levels if your data use exceeds the intended use of your
existing Platform tier or if SGE Software’s operational costs to support your
Platform usage exceeds the subscription price; (2) suspend or terminate your
use of the Platform or Services, and/or (3) reduce the amount of data you are
able to use.

Trial periods are not intended to be used consecutively. If
we discover that you are doing back-to-back trials to avoid paying a
subscription fee, then, without prejudice to any other remedies available under
law, SGE Software reserves the right to suspend or terminate your use of the
Platform or Services and further ban you from using the Platform or Services in
SGE Software’s sole discretion.

1.11 Platform Updates.

 SGE Software reserves the
right to make updates or changes to the Platform at any time, including changes
that may affect the previous mode of operation of the Platform. You agree that
your use of the Platform or purchase of Services is not contingent on SGE
Software’s future delivery or release of any functionality or feature,
including but not limited to the continuation of a certain Service or any
Third-party Service.

1.12 International Use.

 If you are in an
embargoed country or are a sanctioned person or entity, you are prohibited from
using the Platform. SGE Software makes no representation that materials on the
Platform are appropriate or available for use in locations outside the United
States. Those who choose to access the Platform from other locations do so on
their own initiative and at their own risk. If you choose to access the
Platform from outside the United States, you are responsible for compliance
with local laws in your jurisdiction, including but not limited to, the
taxation of products purchased over the Internet. You agree to comply with all
economic sanctions and export control laws, rules and regulations, including
without limitation the regulations promulgated by the U.S. Department of
Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of
the Treasury’s Office of Foreign Assets Control (collectively,“Export Control
Laws”). By using the Platform, you agree not to use, export, import, sell,
release, or transfer the Platform, the Services, or any software or technology
that supports the Platform or your content, or the Platform Content violating
any such Export Control Laws. Specifically, and without limitation, the
Platform, the Services, or any software or technology that supports the
Platform, or your content, or Platform Content may not be exported,
transferred, or released, or provide access (a) into any U.S. embargoed
countries (including, without limitation Cuba, Iran, North Korea, Syria and the
Crimea, Donetsk, and Luhansk regions,  Russia and Belarus (a“Prohibited
Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s
list of Specially Designated Nationals or any other applicable restricted party
lists.

You represent, warrant and covenant that (i) You are not
named on, or owned or controlled by any party named on, any U.S. government’s
(or other government’s or international body’s) list of persons or entities
prohibited from receiving U.S. exports, or transacting with any U.S. person,
(ii) You are not a national of, located in, or an  entity (or a
director/employee/agent/representative of such entity) registered in, any
Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned
or controlled by any person or persons described in Clause (i) or (ii) and are
not Military End Users and will not put SGE Software or the Platform to a
Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not permit
your users to access or use the Platform and/or Service or provide any services
to any person(s) in violation of any Export Control Laws, (iv) no user data created
or submitted by You is subject to any restriction on disclosure, transfer,
download, export or re-export under the Export Control Laws, and (v) You shall
comply with all applicable laws regarding the transmission of technical data
exported from the United States and the country in which You and Your Users are
located. You further agree that You will not use the Platform and/or Services
to disclose, transfer, download, export or re-export, directly or indirectly,
any of your user data or your content to any country, entity or other party
which is ineligible to receive such items under the Export Control Laws or
under other laws or regulations to which You may be subject. You acknowledge
that the Platform and/or Service and other software may not be available in all
jurisdictions and that You are solely responsible for complying with the Export
Control Laws. Any offer for any product, Services, and/or information made in
connection with the Platform is void where prohibited. We reserve the right to
terminate access to any Platform Account that we determine to be a prohibited
end-user or engaging in prohibited end-use, without any liability to such user.

1.13 Artificial Intelligence Acceptable Use policy:

 Before
using Artificial Intelligence (“AI”) features of the Platform, you must ensure
that you are in a jurisdiction that allows AI usage. If you elect to use any
AI-based features of the Platform, you are responsible for ensuring that you
are using our AI-based features in compliance with our Artificial Intelligence
Acceptable Use policy which is attached hereto as Exhibit B.

1.14 Domain Names.

 If you use the Platform to
purchase a domain name, SGE Software will purchase it on your behalf, and SGE
Software will be the listed registrant. You must use the domain name in
compliance with these Terms. If requested by You in writing, SGE Software will
transfer the domain name to you. A transfer fee may apply. You agree to
indemnify and hold SGE Software harmless from any claim or demand, including
reasonable attorneys’ fees, arising from your use of such domain, including any
breach of these Terms and any violations of applicable laws as it pertains to
use of the domain name.

1.15 Customer Account Transfer Requests.

 SGE
Software will not fulfill Sub-Account transfer requests made by your customers
unless you have approved the transfer through our in-app transfer request
process. SGE Software will only fulfill transfers of Sub-Accounts without Your
approval if: (i) the Sub-Account has attempted to seek your approval through
the in-app transfer request process, (ii) you have failed to respond to the
Customer for at least 30 days, and (iv) either (a) your Platform Account has
been canceled by you or force-canceled for non-payment and not reactivated
within 30 days, or (b) your Platform Account has been suspended or terminated
due to your breach of these Terms.

1.16 Bug Bounty Program.

 SGE Software does not
have a bug bounty program and does not pay bug bounties.  SGE Software
prohibits any third party access to the Platform or any SGE Software systems or
networks, including any network penetration testing, security assessment or
probing, except as expressly permitted by these Terms or as agreed to by SGE
Software in a separate written agreement.

1.17 Certification Program.

 SGE Software offers
a certification subscription to individual users and enterprise-level customers
who successfully complete the certification exams to indicate Platform
expertise. Certification badges are unique to the individual who earned the
badge and do not apply to the entire agency or anyone else in Your
organization. You agree not to misrepresent certification badges on Your store,
social media or the Platform. Certification badges do not constitute SGE
Software’s endorsement, support, promotion, or affiliation with any particular
individual. SGE Software is not liable for any business you do or do not
generate as a result of being certified. By participating in the Certification
Program, you grant permission to SGE Software to display your contact
information on our SGE Software Certified Directory. Any transactions you enter
with third parties as a result of your certification are solely at your own
risk, and SGE Software makes no guarantees or warranties that such transactions
will be successful. While participating in the Certification Program, You are
prohibited from stating or implying that you are an employee or contractor of SGE
Software, or that you have an affiliation or business relationship with SGE
Software other than your certification credentials. You may not use the
Certification Directory to solicit or recruit certified parties for your own
business or engage in any other activity that is inconsistent with the spirit
of the Certification Program. SGE Software reserves the right to terminate your
participation in the Certification Program at any time, for any reason, in its
sole discretion.

1.18 Ecommerce Products and Services.

 You are
solely responsible for the Materials that you may sell through the Platform
and/or Services (including description, price, fees, tax that you calculate,
defects, required legal disclosures, regulatory compliance, offers or
promotional content), including compliance with any applicable laws or
regulations. You acknowledge and agree to provide public-facing contact
information, a refund policy and order fulfillment timelines on Your store
using the Platform. SGE Software does not provide refunds to your customers. SGE
Software does not pre-screen Materials, and it is in our sole discretion to
refuse or remove any Materials from any part of the Platform, including if SGE
Software determines in its sole discretion that the Materials that you offer
through the Platform, or the Materials uploaded or posted to the Platform,
violate our Code of Conduct or these Terms. You agree that SGE Software can, at
any time, review and delete any or all of the Materials submitted to the
Platform and/or Services, although SGE Software is not obligated to do so. You
acknowledge and agree that the Platform and/or Services are not a marketplace,
and any contract of sale made through the Platform and/or Services is directly
between You and the customer. You are the seller of record for all items you
sell through the Platform and/or Services. You are responsible for the creation
and operation of Your store, Your Materials, the goods and services that you
may sell through the Platform and/or Services, and all aspects of the
transactions between You and Your customer(s). This includes, but is not
limited to, authorizing the charge to the customer in respect of the customer’s
purchase, refunds, returns, fulfilling any sales or customer service,
fraudulent transactions, required legal disclosures, regulatory compliance,
alleged or actual violation of applicable laws (including but not limited to
consumer protection laws in any jurisdiction where you offer products or
services for sale), or Your breach of these Terms. You represent and warrant that
Your store, Your Materials and the goods and services you sell through the
Platform and/or Services will be true, accurate, and complete, and will not
violate any applicable laws, regulations or rights of third parties. For the
avoidance of doubt, SGE Software will not be the seller or merchant or record
and will have no responsibility for Your store or items sold to customers
through the Platform and/or Services. SGE Software reserves the right to
provide our Services and/or Platform to Your competitors and make no promise of
exclusivity. You further acknowledge and agree that SGE Software employees and
contractors may also be SGE Software customers or merchants and that they may
compete with You. SGE Software is not responsible for damages or lawsuits that
arise if you break the law, breach this agreement or go against the rights of a
third party. You need to ensure that the terms & conditions applicable to
your transactions with your customers do not conflict with these Terms.

2. White Labeling and Resale MAP Policy. 2.1 Resale Restrictions.

 When reselling access
to the Platform, you agree that you are fully liable to your customers for
their access to and use of the Platform, and you are solely responsible for the
resolution of all customer disputes and inquiries. If SGE Software determines,
in its sole discretion, that you are consistently and repeatedly failing to
provide your customers with adequate resolutions to their disputes and
inquiries, or if we receive complaints that you are not responding to
legitimate customer disputes or inquiries, we reserve the right to exercise our
ability to terminate your Platform Account.

2.2 Minimum Advertised Price.

 If you are
authorized to white-label and resell access to the Platform, You cannot
advertise access to the Core Platform for an effective price that is less than
the Standard Prices offered by SGE Software (the “MAP Policy”). The “Core
Platform” is defined as a combination of 2 or more of the following Platform
features: (i) Funnel and Website Builder, (ii) Forms, (iii) Surveys, (iv)
Customer Relationship Manager, (v) Email Builder, (vi) Calendars, and/or (vii)
Automation workflows. For the avoidance of doubt, offering any of the foregoing
features (or any other features not listed above) as a standalone product is
not subject to the MAP Policy. “Standard Price” for one Sub-Account is $97 USD
for monthly subscriptions or $970 USD for an annual subscription. SGE Software
reserves the right to change its Standard Prices at any time, for any reason.
In the event of a change to SGE Software’s Standard Prices, you are responsible
for ensuring your continued compliance with the MAP Policy. SGE Software may
run special pricing offers, promotions, or discounts from time-to-time
(“Special Pricing”). SGE Software’s use of Special Pricing does not create an
exception to the MAP Policy. Any changes to this MAP Policy will be
communicated by a change to these Terms or by other forms of communication
deemed appropriate by SGE Software in its sole discretion. The price at which
you are advertising access to the Platform is determined after deduction of
coupon discounts, rebates, value of product giveaways, gift card amounts, and
other promotional offers, that have the effect of lowering an advertised price
(“Advertised Price”). The MAP Policy only applies to the Advertised Price. The
final price at which you resell access to the Platform (“Final Price”) is not
subject to the MAP Policy

2.3 Lifetime Licenses Restriction.

 Subscription
fees for access to the Platform or any standalone Platform features must be
charged on a recurring basis (i.e. monthly, annually, etc.). It is a violation
of these Terms to resell lifetime access to the Core Platform or any standalone
features of the Platform for a one-time fee unless you have a prior written
approval from SGE Software. SGE Software reserves the right to grant exceptions
and revoke any such exceptions to this restriction in its sole discretion.

2.4 Exceptions to MAP Policy.

2.4.1 SGE Software reserves the right to make exceptions to
this MAP Policy at any time, for any reason, in its sole and absolute
discretion. Such exceptions must be made in writing, and may be revoked at any
time, for any reason, in its sole and absolute discretion.

2.4.2 The MAP Policy does not apply to Advertised Prices
displayed at brick-and-mortar selling locations where the Advertised Price is
not distributed or visible to customers outside said location, or where Final
Prices are first disclosed to customers in “shopping carts” for web-based sales
(so long as such Final Prices cannot be retrieved by search engines or
otherwise displayed to customers).

2.4.3 This MAP Policy does not apply to advertising within
any jurisdiction in which minimum advertised price policies are prohibited by
law. It is a violation of this policy, however, to transmit an Advertised Price
less than the MAP Policy from any such jurisdiction to customers in any
jurisdiction in which the MAP Policy is permissible.

2.4.4 For sales into the European Union and United Kingdom,
this MAP Policy does not prohibit you from offering customers discounts or
communicating to customers that the Final Price could differ from the
Advertised Price.

2.5 White Label License and Restrictions. 2.5.1 License to White Label.

 Subject to your
continued compliance with these Terms, we hereby grant you a limited,
non-exclusive, non-transferable and revocable license to use the Platform
including the design and trade-dress, as may be reasonably required for
re-branding and reselling access to the Platform under your own white-label
brand. Any license granted to You under this Section will automatically
terminate upon a breach of this license or the Terms or a violation of the
restrictions set forth below.  Under this license, portions of the
Platform may be modified by you, incorporating your name, logo, trademark, and
color scheme into your individual access area within the Platform. You are
solely responsible for copyright, trademark or other intellectual property
concerns connected with you and your customers’ customized look and feel of the
Platform. You acknowledge that you may not be able to customize the Platform
according to your unique branding to the extent that your customization would
appear to be independently developed. SGE Software may remove any of your
modifications at any time without advance notice and without liability to you.
You are authorized to make your white-labeled version of the Platform available
on application store platforms; however, You acknowledge that SGE Software
shall not be responsible in any manner whatsoever in case you are unable to
publish your white-labeled version of the Platform on any app store.

2.5.2 Restrictions.

 You are prohibited from
participating in any illegal, deceptive, misleading or unethical practices
including, but not limited to, disparagement of the Platform or Services or
other practices which may be detrimental to the Platform or Services, SGE
Software or the public interest.  You will not, nor make any attempt to,
acquire any rights in the Platform or any of its components. If you acquire any
rights in the Platform or any portion thereof, by operation of law or
otherwise, you, at no expense to SGE Software hereby assign all such rights to SGE
Software. You are prohibited from representing yourself as a SGE Software
employee or otherwise implying an association with SGE Software when reselling
access to the Platform. You may not direct your customers to contact SGE
Software for any reason, including but not limited to Platform support. You may
not directly or indirectly solicit existing SGE Software customers to cancel
their Platform Account in order to purchase a subscription to your white-label
branded version of the Platform. You may not distribute marketing collateral or
other advertising or sales content that directly compares SGE Software’s
product to your white-label branded version of the Platform or makes claims
that suggest your white-label branded version of the Platform is superior to or
has more features than SGE Software’s Platform.

2.5.3 Suspension and Termination.

 We may suspend
or terminate your ability to resell access to the Platform in our sole
discretion, with or without notice, if you violate the MAP Policy or these
Terms or for any other reason in our sole and absolute discretion.

3. Code of Conduct.

 You represent and warrant
that, when using the Platform, you will comply with the Code of Conduct set
forth in Exhibit A. SGE Software reserves the right to seek all remedies
available to it in the event that You violate this Agreement, including the
Code of Conduct, up to and including termination of your Platform Account.

4. Payment 4.1 Fees and Auto-Renewal.

 You agree to provide
us with accurate and complete billing information (name, address, credit card
information, and phone number) and notify us of any changes within 10 days of
the change. Your use of the Platform is subject to the timely payment of your
and your customers’ Fees. Fees may include, but are not limited to:
subscription fees, Communication Surcharges, add-on service fees, or other
usage-based or subscription-based Fees offered by SGE Software as incurred by
you and your customers. Fee rates and amounts may change from time to time.
Fees for subscription services will be billed in advance of Services on a
monthly or annual basis, depending on your subscription plan. Usage-based fees,
including but not limited to Communications Surcharges, are calculated based on
usage and will be billed monthly as separate line items on your invoice. We
will automatically charge the card on file when your Fees become due.

4.2 Wallets and Rebilling.

 Your Platform Account
contains a “wallet” where you can pre-load funds to purchase Services through
the Platform or to support rebilling of your customers’ Fees. If you are on the
$297 or $497 plan, You are automatically enrolled in our rebilling feature and
will need to update your settings in your Platform Account if You want to turn
off the rebilling feature or change the automatic re-load amount. If you use
the wallet feature, You provide your consent for SGE Software to deduct amounts
from the wallet to cover any Fees due at such time.   In the event you
have a negative wallet balance, we will automatically charge the credit card we
have on file to cover the negative balance and add funds to avoid any overdrafts.
You provide your consent for SGE Software to charge your credit card to avoid
any overdrafts.

4.3 Late Payments and Payment Disputes.

 If, for
any reason, your credit card company declines or otherwise refuses to pay the
amount owed for the Services you have purchased, we will re-attempt to charge
the card on file for a period of 7 business days. If, after re-attempting to
charge your card, we are still unable to process the transaction, your Platform
Account may be force-canceled for non-payment in SGE Software’s sole
discretion. Additionally, we may require you to pay any overdue Fees and other
amounts incurred (including any third-party chargeback fees or penalties) by
other means acceptable to us. In the event legal action is necessary to collect
on balances due, you agree to reimburse us for all expenses incurred to recover
sums due, including attorney fees and other legal expenses. In the event that
you dispute any charges on your invoice, You must notify us in writing within
thirty (30) days of the invoice date. You must pay all invoiced Fees and
charges while the dispute is pending or you waive the right to pursue the
dispute. Where you are disputing any Fees or charges, you must act reasonably
and in good faith and cooperate diligently with us to resolve the dispute. All SGE
Software determinations regarding your obligation to pay invoiced Fees and
charges are final.

4.4 Cancellations.

 You may cancel your
subscription through your Platform Account, by submitting a support ticket, or
by calling our support team at (888) 732-4197 (Toll free). You are solely
responsible for the cancellation of Services associated with your account, and,
subject to other provisions of these Terms, you will be responsible for all
Fees incurred until such cancellation occurs. No refunds will be provided for
your failure to properly cancel the Services associated with your account.

4.5 Mark-ups.

 You may not mark-up or increase
any SGE Software Fees that you pass through to Your customers or third parties
unless you are enrolled in our $497 tier plan. You are solely responsible for
all customer pass-through Fees and related expenses, including but not limited
to refunds and chargebacks of such pass-through Fees. SGE Software is not
responsible for resolving issues or disputes between You and Your customers
regarding pass-through Fees. You are solely responsible for all financial
transactions you and your customers engage in on the Platform or while using
the Services, including transactions conducted using billing tools enabled by
the Services.  You are exclusively responsible for all chargebacks related
to activities of you and your customers, regardless of the reason for the
chargeback.  You are solely responsible for collecting and remitting to
government authorities any taxes and government assessments related to Your
resale or markup of the Services.

4.6 Refunds 4.6.1 Nonrefundable Fees.

 All Fees assessed by SGE
Software are non-refundable, including subscription Fees, Communication
Surcharges, and SGE Software’s resale of Third Party Services, regardless of
whether you actually accessed or used the Platform Account or Services during
your subscription period. You are solely responsible for any excess Fees
incurred by You as a result of an error or omission made by You or a third
party. SGE Software does not provide Fee refunds or credits for such errors or
omissions, or for partially used or unused Platform or Services subscriptions.
Except as may be required by law, SGE Software reserves the right to issue or
deny a refund or credit in its sole and absolute discretion, at any time, for
any reason, and SGE Software’s determination of if and when to issue or deny a
refund or credit is final.

4.6.2 Pre-paid and Minimum Commitment Subscriptions.

 SGE
Software resells some Services and Third Party Services that require
pre-payment (including but not limited to ad-buying and other services). Unused
or cancelled pre-paid services are non-refundable. SGE Software may, in its
sole discretion, issue account credits for future services in the event that
You elect to cancel any pre-paid services before the services are fully
performed. Some subscriptions for Services require a non-cancellable minimum
subscription commitment which cannot be canceled until the commitment is
fulfilled. Fees for such non-cancellable minimum subscription commitments will
continue to be automatically applied to your bill until the minimum commitment
has been achieved. Some add-on services or products cannot be canceled or
refunded once SGE Software has technically enabled such products and/or
services on your Platform Account, including but not limited to the HIPAA
package.

4.6.3 Wallet Credit Refunds.

 When Your Services
are canceled, terminated or expired, it is Your sole obligation to request SGE
Software to refund any amounts remaining in your account’s “wallet”. Any
amounts remaining in the “wallet” for over thirty (30) days after expiration,
termination or cancellation of your Platform Account, will be forfeited, and SGE
Software has no obligation to refund such amounts.

4.7 Taxes and Government Assessments.

 All Fees
are exclusive of anysales, VAT, GST and usetaxes,levies, fees, duties,
interest, penalties and other governmental assessments (“Taxes”) unless
mentioned otherwise in these Terms. Business entities with a valid VAT or GST
identification number should provide SGE Software with their VAT or GST
identification number. You hearby confirm that SGE Software can rely on the VAT
or GST number provided. Where applicable by law, SGE Software will shift the
liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST
reverse charge mechanism. You are exclusively responsible for Taxes associated
with your use of the Platform, including all Taxes associated with transactions
you conduct with your customers. SGE Software may collect Taxes from you as
part of the Fees as legally required or as SGE Software deems appropriate, and
all SGE Software determinations regarding what Taxes to collect are final.
 Failure to provide SGE Software with a valid VAT or GST identification
number may result in VAT or GST being assessed by SGE Software. If you provide
a valid VAT or GST identification number after a Fee has been paid, the VAT and
GST taxes charged will not be refunded .SGE Software may recalculate and
collect additional Taxes from you if it determines at any point that they are
due. You will indemnify SGE Software for all Claims related to Taxes that are
associated with your activities on the Platform, including any Taxes related to
your transactions with your customers as further described above. Taxes are
nonrefundable. You hereby confirm that SGE Software can rely on the name and
address that You provide to SGE Software when You agree to the Fees or in
connection with Your payment method as being the place of supply for Tax
purposes or as being the place of supply for VAT purposes where You have
established Your business. Without limiting the generality of this Section 4.7,
if any amount payable by You to SGE Software is subject to any withholding or
similar taxes, You shall pay for all withholding taxes without any reduction in
the Fees and Taxes charged above..

5. Affiliate Program.

 SGE Software offers an
Affiliate Program under which commissions can be earned for referring new
customer to SGE Software. Your participation in the Affiliate Program is
subject to SGE Software’s approval and your acceptance of the Affiliate
Agreement, a copy of which is available here and is incorporated herein by
reference. You must establish a payment account linked to your SGE Software
account in order to earn and receive commission payouts. Commissions may be
forfeited if SGE Software is unable to submit payment to your payment account
for any reason. Employees of SGE Software are not eligible to participate in
the Affiliate Program or earn commissions for at least six (6) months after
termination of their employment with SGE Software.

6. Intellectual Property 6.1 Platform Content.

 The Platform and Platform
Content are the property of SGE Software or its licensors and are protected by
copyright, trademark and other intellectual property laws, except as indicated
below. Platform Content does not include User Contribution(s), as defined
below. SGE Software grants you a personal, royalty-free, non-assignable,
revocable, and non-exclusive license to access and use the Platform Content
while using the Platform for the purpose of making the Platform available to
You and Your customers. Any other use, including the reproduction,
modification, distribution, transmission, republication, framing, display or
performance of Platform Content without prior permission of SGE Software is
strictly prohibited.

6.2 SGE Software Marks and Advertisements.

 SGE
Software’s name, logo, or Marks (including but not limited to SGE Software,
SaasPrenuer, GoSGE Software, LeadConnector) are trademarks and service marks of
SGE Software and may not be used without advance written permission of SGE
Software, including but not limited to as part of any company name or domain
name or in connection with any product or service that is not provided by SGE
Software, or in any manner that is likely to cause confusion, or in any manner
that disparages, discredits, or misrepresents SGE Software. Unless you are
authorized to white label and resell access to the Platform, You may not remove
any SGE Software Marks, name or logo or other proprietary notices, including,
without limitation, attribution information, credits, and copyright notices
that have been placed on or near the Platform or Platform Content. Other
products or company names mentioned on the Platform may be trademarks or
service marks of their respective owners. Third-party websites may feature SGE
Software Marks, with or without authorization, and such usage of SGE Software
Marks does not constitute or imply any approval, sponsorship, or endorsement by
SGE Software. You will not (i) make any unauthorized representations,
warranties or false, misleading or deceptive statements regarding SGE Software,
its Platform and Services (ii) include SGE Software or any of its Services or
the Platform in any of your comparative and/or marketing advertisements.

6.3 User Contributions.

 User Contributions are
considered non-confidential and non-proprietary. You grant SGE Software, our
service providers and each of their licensees, successors, and assigns the
right to use, reproduce, modify, perform, display, distribute, and otherwise
disclose User Contributions to third parties for the sole purpose of fulfilling
SGE Software’s obligations under these Terms. SGE Software is not responsible
or liable to any third party for the content or accuracy of any User
Contributions, nor do we endorse the User Contribution of third parties. SGE
Software is not responsible for any failure or delay in removing User
Contributions that violate the Terms. SGE Software reserves the right to delete
or otherwise remove any User Contributions we deem to be in violation of these
Terms, with or without notice, at any time, for any reason. You represent and
warrant that: (i) You own or control all rights in and to the User Contributions
and have the right to grant the license granted above; (ii) All of your User
Contributions comply with these Terms; and (iii) You understand and acknowledge
that you are responsible for the legality, reliability, accuracy and
appropriateness of your User Contribution.

6.4 Prohibited User Contributions.

 You are
prohibited from posting User Contributions on the Platform that: (i) Are
unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent,
tortious, invasive of another’s privacy, or includes graphic descriptions of
sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an
individual or group of individuals on the basis of religion, gender, sexual
orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any
patent, trademark, trade secret, copyright, right of publicity, or other
proprietary or intellectual property right of any party; or (iv) Breach the
security of, compromise or otherwise allow access to secured, protected or
inaccessible areas of the Platform, or attempt to gain access to other networks
or servers via your Platform Account.

6.5 Feedback.

 If you provide Feedback, you agree
and acknowledge that your submission of Feedback is voluntary,
non-confidential, and gratuitous, and SGE Software and its affiliates have no
obligation to use the Feedback. You grant SGE Software and its designees a
perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license
to use any Feedback you submit to SGE Software without restrictions or payment
or other consideration of any kind, or permission or notification to you or any
third party. The license includes, without limitation, the irrevocable right to
reproduce, prepare derivative works, combine with other works, alter,
translate, distribute copies, display, perform, license the Feedback, and all
rights therein, in the name of SGE Software or its designees throughout the
universe in perpetuity in any and all media now or hereafter known.

6.6 Feedback Waiver.

 You hereby irrevocably
release and forever discharge SGE Software from any and all actions, causes of
actions, claims, damages, liabilities and demands, whether absolute or
contingent and of any nature whatsoever, which you now have or hereafter can,
shall or may have against SGE Software with respect to the Feedback, including
without limitation how SGE Software directly or indirectly uses the Feedback.
You agree that you are responsible for the content of the Feedback and further
agree (at SGE Software's option and at your sole expense) to defend, indemnify,
and hold SGE Software harmless from any and all actions, claims, and
liabilities, demands, whether absolute or contingent and of any nature
whatsoever, damages, losses, costs, fees, fines or expenses, including
reasonable attorneys' fees, which SGE Software may incur as a result of use of
the Feedback in accordance with these Terms.

6.7 Copyright; Digital Millennium Copyright Act.

 SGE
Software is an online service provider and is afforded safe harbor from
copyright infringement liability under the Digital Millennium Copyright Act
under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed
by a SGE Software user, or that your intellectual property rights have been
otherwise violated by a user of our Platform, you should notify us of your
infringement claim in accordance with the procedure set forth below. You may
submit a DMCA Takedown Request or a DMCA Counter-Notice by completing the forms
located at 

goSGE Software.com/DMCA

. If you include any personally identifiable information
in your DMCA Takedown Request or Counter-Notice, you consent to the disclosure
of that personally identifiable information when providing a copy of the
Takedown Notice of Counter-Notice to the intended recipient and/or their
representatives.

Upon receipt of a fully compliant DMCA Takedown Request, SGE
Software will notify and provide a copy of the DMCA Takedown Request to the
alleged infringer. SGE Software will make reasonable efforts to remove the
allegedly infringing content in a reasonable amount of time after receipt of
the fully compliant DMCA Takedown Request.

The alleged infringer may submit a DMCA Counter-Notice by
completing the forms located at 

goSGE Software.com/DMCA

. Upon receipt of a fully compliant
DMCA Counter-Notice, SGE Software will send a copy of the Counter-Notice to the
original complaining party. Unless the original complaining party files an
action seeking a court order against the content provider, member or user, the
removed content may be reposted, or access to it restored, in 10 business days
or more after receipt of the Counter-Notice, at SGE Software’s sole discretion.

Alternatively, you may email a DMCA Takedown Request or
Counter-Notice in the forms described below to 

legal@goSGE Software.com

 (Subject
line: “DMCA Takedown Request”) with a physical copy mailed to the designated
copyright agent address below.

SGE Software Inc

Attention: Copyright Agent

400 N. Saint Paul St. STE 920

Dallas, TX 75201

To be effective, the notification must be in writing and
contain the information below. DMCA Takedown Requests or Counter-Notices that
do not comply with the following requirements will be rejected and not
processed:

For DMCA Takedown Requests:

- an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright or other intellectual
property interest;

- a description of the copyrighted work or other
intellectual property that you claim has been infringed;

- a description of where the material that you claim is
infringing is located on the Platform, with enough detail that we may locate
it;

- your address, telephone number, and email address;

- a statement by you that you have a good faith belief that
the disputed use is not authorized by the copyright or intellectual property
owner, its agent, or the law; and

- a statement by you, made under penalty of perjury, that
the above information in your notice is accurate and that you are the copyright
or intellectual property owner or authorized to act on the copyright or
intellectual property owner's behalf.

For Counter-Notices:

- your physical or electronic signature;

- identification of the content that has been removed or to
which access has been disabled and the location at which the content appeared
before it was removed or disabled;

- a statement that you have a good-faith belief that the
content was removed or disabled as a result of mistake or a misidentification
of the content; and

- your name, address, telephone number, and email address,
and a statement that you will accept service of process from the person who
provided notification of the alleged infringement.

6.8 Copyright.

 The SGE Software Platform is a
registered work under the United States Copyright Act, Registration Number TXu
2-435-865 with an effective date of registration of June 19, 2024.

6.9 Patents Pending.

 Certain features provided
in the Platform are covered by the following U.S. Patent Applications filed
with the United States Patent and Trademark Office:

- App. Ser. No. 18/322, 978 filed on May 24, 2023;

- App. Ser. No. 18/341,261 filed on June 26, 2023;

- App. Ser. No. 18/457,510 filed on August 29, 2023; 

- App. Ser. No. 18/460, 891 filed on September 05, 2023;
Patent No. U.S. 12,010, 184 B1 Granted on June 11, 2024; Continuation
18/651,892 filed May 1, 2024

- App. Ser. No. 18/469,702 filed on September 19,
2023; 

- App. Ser. No. 18/470’799 filed on September 20, 2023.

- App. Ser. No. 18/508,729 filed on November 14, 2023

- App Ser. No. 18/515,750 filed on November 21, 2023;

- App. Ser. No. 18/762,873 filed on July 3, 2024

- App. Ser. No. 18/749,809 filed on June 21, 2024

6.10 Usage Data.

 SGE Software may access,
collect, analyze, and use the data, information, or insights generated or
derived from the provision, use and performance of the Platform, the Service
and related software, programs, and technologies (“Usage Data”) in accordance
with our Privacy Policy. SGE Software owns all such Usage Data. If SGE Software
desires to disclose any Usage Data, then SGE Software will anonymize all Usage
Data in such disclosure and disclose such Usage Data in aggregate form only in
a manner that does not identify You or your customers and would not permit a
third party to identify You or your customers.

7. Disclaimers

SGE Software makes no guarantees that your business will be
profitable and that you will make money using the Platform or the Services.
Except as otherwise set forth in these Terms, SGE Software is not providing any
business opportunities with use of the Platform and/or Service.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE
PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT SGE SOFTWARE HAS NO
RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY
INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A)
THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE,
(D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE
PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS
PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT SGE
SOFTWARE IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR
DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S
NETWORK.

SGE SOFTWARE MAKES NO WARRANTY REGARDING ANY TRANSACTIONS
EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH
THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED
ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY
SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR
THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE
THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR
WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD
WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO,
CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED
SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON
THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS.

 FROM
TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH SGE
SOFTWARE WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR
DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY SGE SOFTWARE. THE BETA
PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND AS AVAILABLE
EXCLUSIVE OF ANY WARRANTY WHATSOEVER. SGE SOFTWARE DOES NOT PROVIDE ANY
INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS
FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR SGE SOFTWARE MAY
TERMINATE YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for
any claims arising out of these Terms and your use of the Platform or the
Services shall be limited to the amount you paid us for Services purchased on
the Platform during the three (3) month period before the act giving rise to
the liability, provided however, this limitation will not apply to you if you
only use the free Services, and in this case, if SGE Software determines to
have any liability to you or any third party arising from your use of the free
Services, then SGE Software’s aggregate liability will be limited to one
hundred U.S. dollars.

IN NO EVENT SHALL SGE SOFTWARE BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE
RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR
THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE
PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY
SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS
REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD
PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF
ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY
NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold SGE Software
harmless  against all demands, claims, actions, proceedings, damages,
liabilities, losses, fees, costs or expenses (including without limitation
reasonable attorneys’ fees and the costs of any investigation) directly or
indirectly arising from or in any way connected with your use of the
Platform  (“Claims”), including, but not limited to: (a) our use of or
reliance on information or data supplied or to be supplied by you, your
employees, agents, or customers; (b) any breach of or default under these Terms 
by you, your employees, agents, or customers; (c) the wrongful use or
possession of any SGE Software property by you, your employees, agents, or
customers; (d) any negligence, gross negligence or willful misconduct by you or
your employees, agents, or customers; (e) misrepresentations by you, your
employees, agents, or customers (f) violation(s) of applicable law by you, your
employees, agents, or customers, (g) your actions and the actions of your
employees, agents, or customers; (h) the acts or omissions of you, your
employees, agents, or customers in connection with providing notice and
obtaining consents regarding the origination or content of the SMS or MMS
messages, email or other communications using the Services, (i) Taxes and other
Fees and/or (j) any disputes between (1) you and other users (2) you and your
client(s) and/or (3) your customers.

If the Platform is found to violate any third-party
intellectual property right, at our option we may: (a) obtain the right for you
to continue to use the Platform as contemplated by these Terms; (b) modify or
replace the Platform, in whole or in part, to seek to make the Platform
non-infringing; or (c) require you to immediately cease any use of the
Platform.

9. Limitation On Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3)
MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS
OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION
OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause
irreparable injury to SGE Software for which monetary damages would not be an
adequate remedy, and SGE Software shall be entitled to seek equitable relief,
in addition to any remedies it may have hereunder or at law, without having to
post a bond or other security.

11. Waiver And Severability

No waiver by SGE Software of a term or condition set forth
in these Terms shall be deemed a continuing waiver of such term or condition or
a waiver of any other term or condition. Any failure of SGE Software to assert
a right or provision under these Terms shall not constitute a waiver of such
right or provision.

If any provision of these Terms is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal or unenforceable for
any reason, such provision shall be eliminated or limited to the minimum extent
such that the remaining provisions of the Terms of Service will continue in
full force and effect.

12. Change of Control

SGE Software may assign its rights under these Terms at any
time, without notice to you. You may not assign your rights under these Terms
without SGE Software’s prior written consent which may be withheld at SGE
Software’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and
entire agreement between you and SGE Software with respect to the Platform and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to the
Platform. These Terms may not be altered, supplemented, or amended by the use
of any other document(s) unless such document is signed by an authorized
representative of SGE Software.

SGE Software may enter into a separate agreement with you.
The terms of any separate agreement between you and SGE Software will be
considered a part of your entire agreement with SGE Software. To the extent
there is a conflict between these Terms and the terms of your separate
agreement with SGE Software, your separate agreement with SGE Software will
control.

14. Term and Termination.

 These Terms will
remain in full force and effect so long as you maintain a Platform Account. The
sections of these Terms that are intended to survive termination of your
Platform Account will remain binding even after you are no longer a Platform user.

14.1 Grounds for Termination.

 You agree that SGE
Software, in its sole discretion, may suspend or terminate your access to the
Platform (or any part thereof) for any reason, with or without notice, and
without any liability to you or to any third party for any claims, damages,
costs or losses resulting therefrom. Any suspected fraudulent, abusive or
illegal activity may be grounds for barring your access to this Platform, and
reporting you to the proper authorities, if necessary. SGE Software reserves
the right to delete Platform Accounts that have remained inactive for ninety
(90) days or more.

14.2 No Right to Services Upon Termination.

 Upon
termination and regardless of the reason(s) motivating such termination, your
right to use the Platform will immediately cease. SGE Software is not liable to
you or any third party for any claims for damages arising out of any
termination or suspension or any other actions taken by us with regards to your
Platform access.

14.3 No Termination by Third Party Users.

 SGE
Software has limited access to subscriptions not directly purchased from us.
Any user who has been given access to the Platform by any party other than SGE
Software must contact the party who originally provided access to the Platform
for any inquiries related to termination.

14.4 Force Majeure.

 In addition to any excuse
provided by applicable law, we shall be excused from liability for non-delivery
or delay in delivery of the Platform or any associated product or service
through the Platform arising from any event beyond our reasonable control,
whether or not foreseeable by either party, including but not limited to: labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond our reasonable control, whether or not similar to those which are
enumerated above.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY
REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING
INDIVIDUAL ARBITRATION.

The laws of the State of Texas will govern these Terms of
Service and any disputes under them, without giving effect to any principles of
conflicts of laws. These Terms may be translated into different languages—only
the English version is valid and enforceable.

Any controversy or claim arising out of or relating to these
Terms shall be exclusively settled by arbitration administered by the American
Arbitration Association in accordance with Commercial Arbitration Rules, then
in effect. This arbitration provision is governed by the Federal Arbitration
Act. The arbitration proceedings shall be held in Dallas, Texas. Any
arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration
agreement must be arbitrated or litigated on an individual basis and not on a
class basis. Claims of more than one customer or user cannot be arbitrated or
litigated jointly or consolidated with those of any other customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made
via email. Notices to SGE Software must be sent to 

[email protected]

.
You agree to allow us to submit notices to you either through the email address
you provided when registering, or to any address we have on record. 
Notices are effective on receipt.

SGE Software may contact you regarding these Terms using any
information you provide, or by any other means if you do not provide contact
Information. If you no longer wish to receive communications from SGE Software,
you can click on the “unsubscribe link” provided in such communications or
contact us at 

compliance@ simplygrowthengine.com

.

When you create a Platform Account, you must designate a
primary email address that will be used for receiving electronic communication
related to these Terms. SGE Software will never send you an email requesting
confidential information such as account numbers, usernames, or passwords, and
you should never respond to any email requesting such information. If you
receive such an email purportedly from SGE Software, do not respond to the
email and notify SGE Software by emailing us at 

legal@ simplygrowthengine.com

.

For all other feedback, comments, requests for technical
support, and other communications relating to the Platform or the Terms, please
contact us at or by mail at:

SGE Software Inc.

ATTN: Legal Department

400 North Saint Paul St., Suite 920

Dallas, Texas 75201

17. Definitions

17.1 “Communication Surcharges” means any applicable
communications service or telecommunication provider (e.g., carrier) fees or
surcharges related to your use of the Platform.

17.2 “Competitor” shall include, but not be limited to, any
entity carrying on a business of marketing and sales platform, SaaS, any entity
offering one or more services offered by the Platform, or any entity carrying
on a business similar to the business of SGE Software Inc. and its
subsidiaries, as determined by SGE Software in its sole discretion. For the
avoidance of doubt, SGE Software customers who white-label and resell the
Platform are not Competitors.

17.3 "Feedback” means ideas You provide to SGE Software
regarding improvements, enhancements, new features, new products, or other
concepts related to the Platform, Services, or other services, products,
matters related to SGE Software’s or its affiliates’ business. “Feedback”
includes any ideas posted to SGE Software’s ideaboard.

17.4 “Fees” means any fees associated with the Platform,
including but not limited to the monthly subscription services fee and any fees
associated with add-in Services that you may purchase.

17.5 "SGE Software Marks” means the SGE Software name
and related logos and service marks of SGE Software.

17.6 “Information” means data about You and Your customers
that SGE Software collects on the Platform, including but not limited to
information required to create a Platform Account and use the Platform for the
intended purpose.

17.7 “Login Credentials” means the username and password
used to access your Platform Account, including API keys and access to third
party integrations used with the Platform.

17.8 “Materials” means Your trademarks, copyright content,
any tangible products or services you sell through the Platform (including
description and price), and any photos, images, videos, graphics, written
content, audio files, code, information, or other data provided or made
available by you or your affiliates to SGE Software or its affiliates.

17.9 “Platform” means any Services, Training, content,
functionality, communication channels, and software or other services or
features offered to customers on or through SGE Software’s website or mobile
application.

17.10 “Platform Account” means the account you created in
order to access and use the Platform.

17.11 “Platform Content” means content, data, features, and
functionality, including but not limited to text, graphics, videos, logos,
button icons, databases, music, sounds, images, or other material that can be
viewed on the Platform. Platform Content does not include User Contributions.

17.12 “Prohibited Uses” means the behaviors described in
Section 3.

17.13 “Services” means the variety of product integrations
and services that SGE Software makes available on the Platform. Services may
include Third Party Services.

17.14 “Sub-Account” means a subscription for one business
under a Platform Account.

17.15 “Third Party Content” means content, promotions or
offers provided by third parties or links to external third-party websites that
may be accessible on the Platform.

17.16 “Third Party Services” means third-party websites,
databases, networks, servers, information, software, programs, systems,
directories, applications, or products or services offered by a third party
through the SGE Software Platform. This includes but is not limited to
applications downloaded from the SGE Software Marketplace, integrations with
third party applications, or any functionality that is provided by a third
party through the Platform.

17.17 “Training” means any training, information or
suggested usages conveyed by SGE Software about the Platform.

17.18 “User Contributions” means content or materials that
you post, submit, upload, publish, display, or transmit on or through the
Platform or to SGE Software directly.

17.19 “You” or “you” or any derivatives thereof means the
individual who accepted the Terms or the business entity that the individual
represents. “You” also includes any and all agents, employees, or third parties
that are authorized to act on your behalf.

EXHIBIT A CODE OF CONDUCT

The following are considered Prohibited Uses of the
Platform. Engaging in a Prohibited Use is a material breach of these Terms for
which SGE Software may immediately suspend or terminate your Platform Account
in accordance with these Terms:

- Use of the Platform in any way that violates any
applicable law or regulation.

- Use of the Platform in a country that prohibits or
restricts the use of Artificial Intelligence.

- Use of the Platform to exploit, harm, or attempt to
exploit or harm anyone in any way.

- Use of the Platform to send, receive, upload, download,
use, or re-use any material that does not comply with these Terms.

- Use of the Platform to transmit, or procure the sending of
any unlawful advertising or promotional material, including any “junk mail,”
“chain letter,” “spam,” or any other similar solicitation.

- Impersonating or attempting to impersonate SGE Software, a
SGE Software employee, another user or any other person or entity (including,
without limitation, by using email addresses associated with any of the
foregoing).

- Engaging in any other conduct that restricts or inhibits
anyone's use or enjoyment of the Platform

- Engaging in any conduct that may, as determined by SGE
Software, harm Platform users or SGE Software, or expose either to liability.

- Use of the Platform in any manner that could disable,
overburden, damage, or impair the Platform or interfere with any other party's
use of the Platform, including their ability to engage in real time activities
through the Platform.

- Use of any robot, spider or other automatic device,
process or means to access the Platform for any purpose, including monitoring
or copying any of the material on the Platform.

- Use of any manual process to monitor or copy any of the
material on the Platform or for any other unauthorized purpose without SGE
Software’s prior written consent.

- Use of any device, software or routine that interferes
with the proper working of the Platform.

- Introducing any viruses, Trojan horses, worms, logic
bombs, or other material that is malicious or technologically harmful.

- Attempting to gain unauthorized access to, interfere with,
damage, or disrupt any parts of the Platform, the server on which the Platform
is stored, any server, computer, or database connected to the Platform.

- Attacking the Platform via a denial-of-service attack or a
distributed denial-of-service attack.

- Otherwise attempting to interfere with the proper working
of the Platform.

- Child sexual exploitation or abuse content.

- Sexually explicit content.

- Generation of hateful, harassing, or violent content.

- Abusive or fraudulent conduct.

- This includes but is not limited to:

- Promoting or facilitating the generation or distribution
of spam, fraudulent activities, scams, phishing, or malware;

- Compromising cybersecurity systems or gaining unauthorized
access to violate the integrity of any user, network, computer or
communications system, software application, or network or computing device;

- Violate any natural person’s rights, including privacy
rights as defined in applicable privacy law;

- Appropriating confidential or personal information;

- Impersonating a human by presenting results as
human-generated;

- Engaging in disinformation campaigns;

- Astroturfing, or the generation of fake grassroots support
or fake review information;

- Plagiarize or engage in other forms of academic
dishonesty.

- Illegal or highly regulated goods or services content, or
other activity that has a high risk of economic or physical harm. This includes
but is not limited to:

- Engaging in any illegal activity;

- Providing instructions on how to commit or facilitate any
type of crime;

- Gambling;

- Payday lending;

- Cryptomining practices;

- Automatic determinations of eligibility for credit,
employment, educational institutions, or public assistance services;

- Engaging in unauthorized practice of law or seeking
unreviewed legal advice;

- Engaging in unauthorized practice of medicine or seeking
unreviewed medical advice;

- Providing unauthorized financial advice;

- Law enforcement application or criminal justice decisions;

- Military or warfare application, weapons development;

- Management or operation of critical infrastructure in
energy, transportation, and water;

- Political campaigning or lobbying in violation of campaign
laws

EXHIBIT B ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

- AI features of the Platform may not be used in any manner
contrary to the relevant laws, regulations, and industry standards, including,
but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA);
financial industry guidelines (e.g., PCI DSS); as a part of automated decision
making process with legal or similarly significant effects; or in violation of
any intellectual property rights or geographical restriction.

- AI features may not be used to discriminate against any
person or groups on grounds of religion, race, sexual orientation, gender,
national/ethnic origin, political beliefs. disability, health status, trade
union membership, age, criminal convictions or engage in any biased,
intimidating, defamatory, harassing, bullying or otherwise inappropriate
behaviors.

- AI features may not be used for generating individualized
advice that in the ordinary course of business would be provided by a licensed
professional including but not limited to medical, financial, tax, or legal
advice. You must disclose to your customers when they are interacting with an
AI-based voice or chatbot.

- All assets created through the use of generative AI
systems must be professional and respectful. You may not use offensive or
abusive language and may not engage in any behavior that could be considered
discriminatory, harassing, or biased when applying generative techniques.

- You must take necessary steps to protect confidential and
sensitive information of your users and customers

- AI usage may not not damage, disable, overburden, or
impair any websites or launches any automated system, including “robots,”
“spiders,” or “offline readers,” that sends more request messages to any
servers in a given period of time than a human can reasonably produce in the
same period by using a conventional browser.

- AI features may not be used to spread misinformation,
engage in malicious activities, or any other uses that could harm individuals
or society.

- AI features may not be used in any manner which is
prohibited by the Agreement or the Code of Conduct provided herein.