Terms of Service

ScanLogos and its affiliates (collectively “ScanLogos ,” “we” or “our”) provide URL custom-branded link, link management, link-in-bio, QR code and analytics products and services to our users (collectively, the “ScanLogo Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the ScanLogo Services and constitute a binding legal agreement between you and ScanLogo. If you accept this Agreement or use the ScanLogos Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”

“your” or “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of the ScanLogo Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, your use of the ScanLogo Services is governed by the ScanLogo Privacy Policy, the ScanLogo Acceptable Use Policy and ScanLogos' Copyright Policy.

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A ScanLogo ACCOUNT (“ACCOUNT”), PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE SCANLOGO SERVICES AND APPLICATION PROGRAM INTERFACES (“API”), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE SCANLOGO ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SCANLOGO SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

INTELLECTUAL PROPERTY

Ownership

Except for Your Content and Your Services, you acknowledge and agree that ScanLogo's is the sole and exclusive owner of all right, title and interest in and to the ScanLogo Services and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“ScanLogo Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of any ScanLogo Materials. Except for the limited license rights expressly granted herein, no rights to ScanLogo Materials are granted hereunder and all rights in such ScanLogo Materials are reserved.

Services and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“ScanLogo Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of any ScanLogo Materials. Except for the limited license rights expressly granted herein, no rights to ScanLogo Materials are granted hereunder and all rights in such ScanLogo Materials are reserved.

TERM AND TERMINATION

Term

This Agreement shall commence on the date the You accept this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect until terminated in accordance with this Section; provided, however, that if you purchased a paid account, the agreement will continue for the duration of the Term selected by You, unless otherwise terminated as permitted herein (the “Initial Term”). If your paid account is set to automatically renew, your account will thereafter automatically renew for additional terms of the same length as the Initial Term, or to the extent a shorter renewal term is required by law, the maximum renewal term permitted by law (“Renewal Term”), subject to your cancellation prior to the next billing cycle by canceling your subscription in your account in accordance with Section 6.2 below. (“Term” shall include both the Initial Term and any Renewal Term(s)).

Right to Terminate

During the Term, You may terminate this Agreement at any time as set forth in Section 2 above, however, You shall not receive a refund or reimbursement of any fees paid for the then-current billing cycle or any prior billing cycles. Upon expiration or termination of this Agreement, all applicable rights and access granted to You hereunder will automatically terminate and you and your Personnel will cease any further use of the ScanLogo Services and return, or, if directed by ScanLogo, destroy all Confidential Information (defined below) of ScanLogo. Any Section of this Agreement which by its nature would survive such expiration or termination shall survive.

CONFIDENTIALITY

Confidential Information.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). ScanLogos' Confidential Information includes non-public information regarding features, functionality and performance of the Service and all pages and materials on the ScanLogo website that are accessible only after logging in. Your Confidential Information is limited to non-public data provided by you to ScanLogo in writing to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use

(except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was SERVICES IS SOLELY AT YOUR OWN RISK. FURTHER, SCANLOGO MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT YOUR USE OF THE SCANLOGO SERVICES COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND YOU SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. SCANLOGO SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS).

Privacy.

ScanLogo may collect and process Personal Data regarding you and/or your personnel and/or other representatives in connection with the Service. Such processing is described in SCANLOGO €™s Privacy Policy. ScanLogo may share such information with its partners, vendors and service providers, including without limitation in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising, and/or email marketing, to complete transactions or to ensure compliance with this Agreement. You consent to such collection, use, processing and sharing of Your Information in accordance with the terms of our privacy policy and applicable laws.

REPRESENTATIONS AND WARRANTIES

Content Warranties. You represent and warrant that Your Content and all information you provide in connection with the Services, and the receipt, collection, use and provision thereof: (i) shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) is in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii) has all necessary consents, approvals or other authorizations or permissions for use, and is in compliance with applicable privacy policies and third-party terms and conditions; and (v) does NOT contain any personally identifiable information or persistent identifiers from individuals under the age of 16.

Further Warranties. You further represent and warrant that (i) you have implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the ScanLogo Services, Your Content and Your Services; (ii) you will not do anything that will make the ScanLogo Services subject to any open source or similar license which creates an obligation to grant any rights in the ScanLogo Services; (iii) you will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the ScanLogo Services; (iv) in the event of any security breach or unauthorized access to any ScanLogo Services, Your Content and/or Your Services, you will immediately investigate such breach and notify ScanLogo in writing, and, unless otherwise notified by ScanLogo, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of ScanLogo, all at your cost; and (v) you, your use of the ScanLogo Services, Your Content and Your Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

DISCLAIMERS. SCANLOGO SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SCANLOGO DOES NOT WARRANT THAT: (I) THE SCANLOGO SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS OR THE SCANLOGO SERVICES WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SCANLOGO SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE SCANLOGO SERVICES WILL MEET YOUR REQUIREMENTS OR ANY OF YOUR OR YOUR USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE SCANLOGO SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. YOUR USE OF THE SCANLOGO

LIMITATION OF LIABILITY

LIABILITY LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SCANLOGO SERVICES OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) A

WITH THE EXCEPTION OF YOUR OBLIGATIONS UNDER SECTION 10, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY MAY NOT IN ANY CALENDAR YEAR STARTING FROM THE EFFECTIVE DATE OF ANY ORDER FORM OR FROM FIRST USE OF THE SERVICE, WHICHEVER IS EARLIER, EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY SCANLOGO FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Arbitration of Disputes; Class Action Waiver.

All disputes, claims or controversies arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be finally resolved in arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the ICC Rules. In an arbitration, an arbitrator decides any Disputes, and neither of us will have the right to bring a lawsuit in court or to have a judge or jury decide any Dispute. Each of us further agrees that any dispute over the scope of this arbitration provision, and any dispute as to whether a claim is subject to arbitration, shall be submitted to the arbitrator for decision.

If an in-person arbitration hearing is required, the venue for such hearing shall be (i) in the City of Fort Myers, in the County of Lee, in the state of Florida. The foregoing notwithstanding, if you are an individual consumer then you and we both retain the right to seek relief in small claims court for any Dispute falling within the scope of such court’s jurisdiction.

In addition, we each agree that any Disputes will be adjudicated on an individual basis, and of us waives the right to participate in a class action, collective or other joint or consolidated action with respect to any Disputes. This arbitration and class action waiver provision shall survive termination of this Agreement.

PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SCANLOGO SERVICES;

THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY OF YOUR CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SCANLOGO SERVICES; (V) YOUR FAILURE TO PROVIDE SCANLOGO WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (VII) YOUR FAILURE TO ACCESS THE SCANLOGO SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY YOU.

This Agreement and the transactions contemplated hereby will be governed by and construed under the Federal Arbitration Act and the laws of the State of New York without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. To the extent any dispute between us is not subject to arbitration as set forth herein, the parties agree to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan in the City of New York for resolution of such dispute.

GOVERNING LAW, VENUE & DISPUTES

For US and non-EU Customers:

independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. The parties hereby agree that breach of this Section 7 may cause irreparable harm to the Disclosing Party, and that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent such breach (or threatened breach) without any requirement to post a bond.

Limitation for Bringing Claims.

To the fullest extent permitted by law, you agree that any claim or cause of action you may have arising out of, related to or connected with the use of the ScanLogo Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.

For EU Customers:

This Agreement and the transactions contemplated hereby will be governed by and construed under the laws of Germany without regard to its conflict of laws provisions and to the exclusion of CISG.

Except to the extent set out in the clause below, you and we agree to submit to the exclusive jurisdiction of the German courts in respect of any dispute or claim that arises out of or in connection with this Agreement. In such cases, you and we agree to submit to the personal jurisdiction of the courts of Berlin, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to the venue of such courts.

Mandatory Arbitration of Disputes.

We each agree that any Disputes will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. All disputes arising out of or in connection with the Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the ICC said Rules. The venue for such proceedings shall be in Berlin, Germany.

The European Commission provides for an online dispute resolution platform, which you can access at https:// ec.europa.eu/consumers/odr/. We are not obliged and will not participate in an alternative dispute settlement procedure before a consumer dispute resolution entity.