Customer Terms - SocialVenu, Inc.

1. DEFINITIONS

1.1 "Authorized User"

means employees, consultants, contractors and agents of Customer who has been authorized in accordance with the terms of this Agreement to access and use the Services on behalf of Customer.

1.2 "Services"

means SocialVenu's web-based video platform made available to Customer under the terms of a Service Agreement, operation of SocialVenu hosted services, integration with Customer systems, as well as any modifications, extensions, customizations, or other derivative works.

1.3 "Service Agreement"

means an agreement furnished by SocialVenu and accepted by Customer that references this Agreement and describes the Services to be procured and specific terms applicable to such Services.

2. SERVICES

2.1 Services Subscription.

Subject to Customer's compliance with the terms of this Agreement, SocialVenu shall make the Services available to Customer solely for use by Authorized Users for Customer's internal business operations. SocialVenu may update the functionality or user interface from time to time. Customer is responsible for all activities conducted under its Authorized User logins.

2.2 Restrictions.

SocialVenu or its licensors exclusively own all rights, title, and interests in the Services. Customer shall not:

• (a) copy, modify, or create derivative works of the Services;
• (b) reverse engineer, disassemble, or decompile the Services;
• (c) use the Services in a manner contrary to applicable law or that violates a third party's privacy.

3. FEES AND PAYMENTS

3.1 Fees.

Customer will pay SocialVenu the set-up fee and subscription fee (as specified in the Service Agreement). Unless otherwise specified, the set-up fee is due upon execution, and the subscription fee is charged monthly in advance starting the 1st day of the following month.

3.2 Late Payments.

Unpaid balances accrue interest daily at a rate of 1.5% per month or the highest rate permissible by law.

3.3 Taxes.

Fees do not include local, state, or federal taxes. Customer is responsible for paying all Taxes, excluding those based on SocialVenu's net income.

3.4 Change Orders.

Costs for any changes to Services requested after performance has commenced shall be borne exclusively by the Customer.

4. COMPLIANCE & USERS

User Compliance.

As part of these Customer Terms, the Customer's video creators (users) must agree to comply with the User Terms of Use and Privacy Policy, which are incorporated by reference into these Customer Terms.

Minimum Term.

Unless otherwise stated, the agreement typically involves a minimum commitment of 12 months.

5. DATA SHARING

SocialVenu shares Personal Data with:

• Hosting providers.
• Service providers and partners.
• Staff and other entities within the SocialVenu group.

6. INTELLECTUAL PROPERTY

SocialVenu reserves all rights not expressly granted. The Customer acknowledges that the platform's video creation technology and methodology are proprietary.