Brand Partnership Agreement

goadgo BRAND PARTNERSHIP AGREEMENT

BY ACKNOWLEDGING THAT YOU HAVE ACCEPTED THIS BRAND PARTNERSHIP AGREEMENT ('AGREEMENT') OR ACCESSED AND USED ANY SERVICE PROVIDED BY goadgo INC. ('goadgo') (COLLECTIVELY, THE 'SERVICES'), YOU (THE 'BRAND') HEREBY ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY SERVICE. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS APPLICABLE AS IF IT WERE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE USING A SERVICE AS AN EMPLOYEE, CONTRACTOR, OR REPRESENTATIVE OF A COMPANY, PARTNERSHIP, OR SIMILAR ENTITY, YOU MUST BE AUTHORIZED TO BIND SUCH ENTITY AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

The 'Effective Date' of this Agreement shall be the earlier of (a) the date of Brand's initial access to any Service through any online registration and ordering process or (b) the effective date of the initial Additional Terms (as defined below), as referenced herein, as applicable. This Agreement shall apply to all transactions made by the Brand on the Effective Date, as well as any future transactions made by the Brand referencing this Agreement.

The Brand may be required to accept or otherwise agree to an updated version of this Agreement by clicking to accept an updated version of this Agreement before renewing or purchasing additional Services, and in any case, continuing to use any Service after the updated version of this Agreement becomes effective will constitute acceptance by the Brand of such updated version.

In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto have agreed as follows:

1. GENERAL TERMS

1.1. Inclusion of Additional Terms. The following terms have been included by reference and are hereby made a part of this Agreement: Usage Policy, Business Notices, campaign contracts, advertising placements, and all other written and signed attachments, invoices, order forms, and other terms accepted by the parties for additional services, including access by the Brand to services on the goadgo platform (collectively, the 'Additional Terms'). Any reference to this 'Agreement' includes the Additional Terms and their components. In the event of any conflict between the terms of this Agreement and the terms of the Additional Terms, the terms of the Additional Terms shall prevail only to the extent of the conflict. Any document provided by the Brand is for reference purposes only. No provision or condition contained in such document shall be deemed to revise or supplement this Agreement, and all such provisions and conditions are expressly rejected by goadgo and shall have no effect.

1.2. Services

The subject matter and scope of this Agreement involve intermediation services for the sale of any commercial products produced by the Brand through its e-commerce website via the goadgo platform, determining the commission fees payable to goadgo in return, and the parties' rights and obligations in this regard. goadgo is solely involved in facilitating the sale services on the Brand's e-commerce site by allowing influencers to share links to the products on social media platforms (link), and under no circumstances is goadgo a party to the contractual relationship between the Brand and the Users. The Brand shall be solely responsible for compliance with applicable regulations regarding the sales transactions conducted via the Platform through affiliate links and any subsequent services.

The fees, commissions, and other payments to be given to Influencers for promoting the Brand's products and all other commercial goods owned by the Brand are determined solely and unilaterally by goadgo. goadgo may propose changes to these conditions when deemed necessary.

1.3. Platform Usage Rules

Upon becoming a party to this Agreement, the Brand will be provided with a username and password by goadgo, granting access to the Brand Panel. The Brand will use this information to access its profile page and perform other transactions. The security and confidentiality of the Brand's password and username are entirely the Brand's responsibility. The Brand shall refrain from disclosing this information to third parties. The Brand expressly waives the right to claim the invalidity of transactions performed by a third party accessing the platform with the Brand's credentials. goadgo is not obliged to detect or identify third-party access to the platform, and any responsibility in this regard lies with the Brand. In the event that a third party utilizes the Brand's username and password to carry out unauthorized transactions detrimental to goadgo, the Brand agrees to indemnify goadgo for any resulting damages. The Brand must promptly notify goadgo if it learns that its username and password have been compromised by a third party.

As part of the contractual relationship between the parties, the Brand will be provided with a username and password by goadgo to access the Brand panel, allowing the Brand to perform various actions related to its products on the goadgo platform.

If there is a discrepancy between the sales graphs of the Brand and those reported on the goadgo platform, the Brand agrees to provide goadgo with written documentation of the costs, balance, and sales graphs related to the products directed and sold, as well as the details of post-sale services.

goadgo will review the information and content related to the products integrated by the Brand into the Platform. The Brand acknowledges and agrees that the list of products/product listings integrated into the Platform may be rejected by goadgo. The verification of the list of products/product listings integrated into the Platform by goadgo is optional, and goadgo shall have no obligation to identify pricing errors in the product listings. goadgo shall not be a party to any disputes arising from such discrepancies.

1.4. Term and Termination

1.4.1. Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until terminated in accordance with the provisions of this Agreement and any applicable Additional Terms ('Term'). Either party may terminate this Agreement upon prior written notice. It shall expire or terminate before or after the termination or expiration of this Agreement, whichever comes first.

1.4.2. Termination by goadgo

goadgo may, at its sole discretion, terminate the goadgo Services and this Agreement in its entirety or suspend or terminate the Brand's access to and use of the Services and goadgo Materials (as defined below) if goadgo believes or determines any of the following: (1) the Brand has breached or acted inconsistently with the Agreement or the Additional Terms; (2) the Brand Materials do not meet the requirements of goadgo's Services; (3) the Brand Materials may endanger goadgo's relationships with Influencers; (4) the continuation of providing the Services to the Brand would be unlawful; or (5) the Brand has become insolvent or bankrupt, or commenced, or had commenced against it, bankruptcy, liquidation, or similar proceedings, or appointed a receiver, guardian, or similar officer, or made an assignment for the benefit of all or substantially all of its creditors, extended, or re-adjusted the obligations of all or substantially all of its creditors, or entered into an agreement for the composition or compromise of its obligations, or any such events are reasonably believed by goadgo to occur within the time frame specified in the applicable Additional Terms.

1.4.3. Termination by the Brand

The Brand may terminate this Agreement by providing written notice to goadgo. If the Brand terminates the Agreement, any fees paid for Services not yet rendered as of the termination date shall not be refunded, representing the reasonable costs incurred by goadgo in terminating the Brand's access to the Services.

1.5. Payment

1.5.1. Fees

In consideration for the services provided under the Agreement, the commission fee payable to goadgo for facilitating the sale transactions conducted on the Brand's e-commerce page via social media platforms through member influencers' links shall be calculated as follows: 20% of the commission fee receivable by the Influencer for each Transaction made through the Member Influencer, deducted from the product price after deductions for returns, cancellations, refunds, uncollectible receivables, or any other deductions. Additionally, the Brand shall pay goadgo the commission fee payable to the Member Influencer for each Transaction made through the Member Influencer. goadgo will pay the deserved commission fee to the Influencers for the services provided. Payments shall be invoiced to the Brand in accordance with the terms specified in the agreement upon completion of the contracted service. Within 7 days from the date of issuance of the invoice by goadgo, the Brand shall make the payment to the Company to any of the bank accounts notified below. In case of sales transactions occurring at the end of the service covered by this agreement, if there are cancelled and returned products, the Brand may issue a return invoice to goadgo for these products, or set-offs may be made from the followed receivables.

No payment obligation may be canceled, and fees paid to goadgo shall not be refunded. The Brand shall be solely responsible for any bank charges, interest charges, finance charges, overdraft charges, and other fees incurred as a result of expenses invoiced by goadgo. goadgo will send invoices only to the invoicee specified in the Additional Terms, and such invoices shall be deemed received when sent to the invoicee. goadgo reserves the right to request full payment of the applicable fees in advance for any Service.

Bank Information:

1.5.2. Taxes

Taxes are not included in the fees. Each party shall be responsible for the payment of all taxes (including interest and penalties) imposed on that party by law in connection with this Agreement. For the Brand, such taxes may include but are not limited to sales/use, gross receipts, value-added, GST, personal property, consumption tax, excise, and other similar taxes or levies. Each party shall be responsible for its income taxes, employment taxes, and property taxes. All payments made by the Brand to goadgo under this Agreement shall be made free and clear of any deduction or withholding. In the event that laws require such a deduction or withholding (including but not limited to cross-border withholding taxes), the Brand shall pay to goadgo the full amount that goadgo would have received had no deduction or withholding been required, after such deduction or withholding. Each party shall use commercially reasonable efforts to work together to obtain, reduce, or eliminate any required withholding, deduction, or royalty tax exemptions as applicable. goadgo shall not be responsible for the collection, payment, or reporting of any tax arising out of the Brand's use of the goadgo platform as described in Section 2 below.

1.6. Payment Methods

If goadgo cannot receive payment from the payment method specified by the Brand, the Brand authorizes goadgo to attempt to retry and retry the payment method until payment is received in full (unless prohibited by applicable laws without notice to the Brand) until the payment is received in full.

1.6.1. Late Payments

Any amount not paid by the Brand when due shall be subject to financing charges equal to 1.5% per month or the highest rate allowed by applicable laws (whichever is lower) and shall be calculated and compounded daily from the due date until the payment date. The Brand shall also reimburse goadgo for any expenses and costs (including reasonable attorney fees and/or collection costs) incurred by goadgo to collect any amount overdue for more than seven (7) days. Furthermore, in the event of non-payment by the Brand of all due fees, goadgo reserves the right to suspend all or part of the Services until all outstanding fees are paid in full by the Brand, together with any accrued interest. goadgo reserves the right to request full payment of the applicable fees in advance for any Service.

1.7. Intellectual Property

1.7.1. Definitions

1.7.1.1. Brand Materials The term 'Brand Materials' refers to any and all content or other information provided by the Brand to goadgo in connection with the Services or, in the case of an agency under Section 1.5 acting on behalf of the Brand, including but not limited to photographs, videography, text, audio, and other copyright protected materials; the Brand's products and services; and the Brand's trademarks and/or service marks; excluding any comments, feedback, suggestions, ideas, and other submissions ('Feedback') disclosed, submitted, or provided by the Brand to goadgo regarding goadgo's operations and offerings, whether in connection with the use of the Services or otherwise.

1.7.1.2. goadgo Materials The term 'goadgo Materials' refers to any and all content or other information created or provided by goadgo or on behalf of goadgo to the Brand in connection with the Services or this Agreement, including but not limited to: (1) copyright protected materials such as photographs, videography, text, and audio; (2) software, features, and functionality; (3) data and other information generated by goadgo, including project data and analyses, Influencer performance data (collectively, 'Performance Data'), sales data, traffic data, analyses, and forecast data; (4) Feedback; and (5) the design, selection, and arrangement of the foregoing.

1.7.3. Ownership by goadgo

1.7.3.1. The Services and goadgo Materials are owned by goadgo, under its control, and/or licensed to goadgo, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. goadgo logos and all goadgo designs are trademarks and/or trade dress of goadgo and may not be used without the express written permission of goadgo. All other trademarks appearing in the Services are the property of their respective owners. The Brand shall not remove any ownership, copyright, or other proprietary notice from any goadgo Materials, and agrees to comply with all additional copyright notices or restrictions contained in any goadgo Materials. goadgo reserves all rights not expressly granted to the Brand in this Agreement with respect to the goadgo Materials.

1.7.3.1. By using or downloading materials from the Services or uploading materials to the Services, the Brand does not acquire any ownership rights to the goadgo Materials. The Brand shall not reproduce, distribute, publish, prepare derivative works, perform publicly, publicly display, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any rights in or to the Services except as expressly permitted by this Agreement.

1.7.3.4. Feedback shall not be considered confidential and goadgo shall have no obligations to the Brand with respect to such Feedback, whether contractual or otherwise. The Brand acknowledges that goadgo may use, sell, license, exploit, and disclose Feedback in any manner, for any purpose, commercial or otherwise, without restriction, without acknowledgment to the Brand, and without compensation to the Brand. The Brand hereby assigns to goadgo all worldwide rights, ownership, and interests in and to Feedback and agrees to assist goadgo in perfecting and enforcing goadgo's rights and ownership in this regard.

1.7.3.5. Brand's Access to goadgo Services. Subject to the Brand's full compliance with all terms of this Agreement and all limitations herein, the Brand may access the Services. Pursuant to computer fraud laws, including the Computer Fraud and Abuse Act, the Brand shall not access the Services without the permissions described in this Agreement or exceed such permissions. The Brand does not need any licenses from goadgo to use the Services, and goadgo does not grant such licenses. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY goadgo.

1.7.3.6. License to goadgo by the Brand. The Brand hereby grants to goadgo a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works of, communicate, publish, perform publicly, and publicly display the Brand Materials solely for the purpose of operating and improving the Services.

1.7.3.7. Brand Material Requirements. The Brand may not publish inappropriate Brand Materials in connection with the Services, request or demand the submission of such materials from Influencers, or request or demand the submission of such materials in general. goadgo may, but is not obligated to, pre-screen the Brand Materials to determine whether they are inappropriate before using them to provide the Services. goadgo shall have no responsibility or liability with respect to the Brand Materials. Violation of this Agreement may result in termination by goadgo and/or notification to the Brand's Internet Service Provider or appropriate legal authorities, at goadgo's sole discretion. Inappropriate Brand Materials, at goadgo's sole discretion, include, but are not limited to, any Brand Materials that:

1.7.3.8. promote counterfeit products;

1.7.3.9. impersonate any person or organization or falsely state or otherwise misrepresent an affiliation with any person or organization or create a false identity or fake identity to deceive others;

1.7.3.10. make false, misleading, or unrealistic claims about any product or service, misrepresent its association with any product or service, or otherwise misrepresent or fail to provide accurate and truthful information;

1.7.3.11. promote health-related products or services, including drugs, devices, or treatments, that violate FDA laws and regulations;

1.7.3.12. are illegal, harmful, threatening, abusive, harassing, false, deceptive, unfair, defamatory, vulgar, libelous, sexually explicit, violent, invasive of others' privacy, hateful, discriminatory on the basis of race, gender, religion, child privacy laws, nationality, disability, age, sexual orientation, or otherwise objectionable;

1.7.3.13. infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of goadgo or any third party;

1.7.3.14. Brand does not have the right to make disclosure under contract or applicable law;

1.7.3.15. contain software viruses or other technologies designed to disrupt, destroy, or limit the functionality of the Services;

1.7.3.16. include the transmission of 'junk mail', 'chain letters', 'spam', or unsolicited bulk emails;

1.7.3.17. use automated scripts or other technologies to collect information from or otherwise interact with the Services or other users without their consent;

1.7.3.18. engage in solicitation activities, such as pyramid schemes;

1.7.3.18. provide material support or resources (or conceal or disguise the nature, location, source, or ownership of such material support or resources) to any organization designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and the Citizenship Law;

1.7.3.19. include personal identifying information or other confidential information of others without their express consent, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or

1.7.3.20. violate any local, state, national, or international law or regulation, or encourage or facilitate the violation thereof.

1.8. Privacy and Data Security

1.8.1. 'Confidential Information' means all information disclosed by one party ('Disclosing Party') to the other party ('Receiving Party'), whether disclosed as confidential by the Disclosing Party or which, given the nature of the information or the circumstances surrounding its disclosure, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, all information related to a party's technology, customers, business plans, agreements, promotional and marketing activities, and other commercial affairs. In cases where goadgo is the Disclosing Party, Confidential Information includes: (i) analyses, information, and statistics related to the Services and/or goadgo's business; (ii) goadgo APIs, source code, software, research, products, plans, and developments; (iii) goadgo's customers, customer lists, markets, pricing, commission rates, products, and services; (iv) Performance Data (defined below); (v) goadgo's inventions, processes, formulas, technology, designs, drawings, engineering, and configuration information; (vi) other information designated as 'Confidential' or an equivalent designation in writing by goadgo; and (vii) any information that may reasonably be considered confidential. Confidential Information also includes all information that may be obtained by the Receiving Party from any source before or after the Effective Date of this Agreement or that may be developed as a result of this Agreement, or other information containing Confidential Information. The Receiving Party shall use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement or exercising its rights hereunder. Confidential Information may be in tangible materials such as drawings, data, specifications, reports, and computer programs, as well as in the form of unwritten information. Confidential Information may include third-party information that a party is obligated to keep confidential.

1.8.2. Confidential Information does not include information that: (i) becomes publicly available without breach of this Agreement, (ii) is known to the Receiving Party at the time of receipt by the Receiving Party from the Disclosing Party, as evidenced by acceptable documentation in a court of competent jurisdiction, (iii) is obtained by the Receiving Party from a third party who is not under an obligation of confidentiality or non-disclosure with respect to such information or (iv) is independently developed by a court of competent jurisdiction, as evidenced by acceptable documentation, without reference to any Confidential Information.

1.8.3. Each party shall take at least as much care to protect the other party's Confidential Information from misuse and unauthorized use or disclosure as it takes to protect its own similar confidential information, and in any event, shall use no less than commercially reasonable measures, including legal, organizational, physical, administrative, and technical measures to secure and protect the confidentiality of Confidential Information against unauthorized access, disclosure, reproduction, use, alteration, or loss. Notwithstanding the foregoing provisions, the Receiving Party: (i) shall use such Confidential Information only as specified in this Agreement and the Additional Terms (defined below); and (ii) shall disclose such Confidential Information only to those employees or contractors who need to know such Confidential Information for the purpose of performing this Agreement and who are aware of and agree to these restrictions and non-disclosure obligations. The Receiving Party may also disclose the Disclosing Party's Confidential Information if required to do so by applicable law, provided that the Receiving Party makes reasonable efforts to notify the Disclosing Party in advance and to comply with applicable law. Upon request by the other party or in any event upon termination or expiration of the Term, each party shall return to the other party or destroy (and shall certify such destruction) all materials embodying, reflecting, containing or representing all or any part of the other party's Confidential Information. In addition to the requirements applicable to Confidential Information, the Brand shall not disclose any Performance Data to any third party (including any agency or subcontractor of the Brand) unless such third party has directly entered into a confidentiality agreement with goadgo and provided such information to the Brand, unless a special written authorization is obtained to disclose the Performance Data to such third party.

1.8.4. If the Receiving Party is required by applicable law, rule or regulation of any governmental authority or self-regulatory organization to disclose this Agreement, the transactions contemplated hereby, or any other Confidential Information of the Disclosing Party, the Receiving Party shall use all reasonable efforts (the terms of which shall be mutually agreed upon by the Parties) to coordinate such disclosure with the Disclosing Party, including, without limitation, by submitting a request for confidential treatment of certain information to the Securities and Exchange Commission (and other relevant regulatory or judicial authorities), before making such disclosure. Each party shall use all reasonable efforts to disclose Confidential Information only to the extent required to comply with applicable laws, rules, or regulations, and shall provide the other party with a copy of any proposed disclosure of Confidential Information and any application for confidential treatment of such disclosure for its review. The parties shall work together to mutually approve any such disclosure or application.

1.8.5. The parties acknowledge and agree that any unauthorized use, reproduction, or disclosure of any Confidential Information of the Disclosing Party would cause the Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy, and in the event of any breach or threatened breach thereof, the Disclosing Party shall be entitled to equitable relief, including injunction, restraining order, specific performance, and any other relief available from any court, without any requirement to post a bond or to prove that actual damages or monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to any other remedies available at law, in equity, or otherwise, and whether or not other remedies are legally available or adequate.

1.9. Additional Brand Obligations

1.9.1. Privacy Protections. The Brand is solely responsible for taking all necessary and appropriate measures to protect personal privacy, including publishing and adhering to a written privacy policy and cookie policy, if cookies are placed through your content, for Brand Materials, its own websites, applications, and other platforms and content, and complying with all applicable regulations, laws, and contractual requirements (including but not limited to third-party platform requirements).

1.9.2. Non-Disparagement. Except as permitted by applicable laws, the Brand agrees not to make disparaging remarks about goadgo, its Services, or its personnel at any time. For the purposes of this Agreement, 'disparagement' means any statement that disparages another's reputation, goods, or services.

1.9.3. Non-Solicitation. During the performance of the Services, goadgo may disclose to the Brand the identities of certain Influencers (each, a 'Designated Party') that may be considered Confidential Information of goadgo. The Brand shall not directly or indirectly encourage, influence, or solicit any Designated Party whose relationship with the Brand has been disclosed to the Brand as a result of this Agreement or the disclosure of any Confidential Information by goadgo, to change, limit, direct, or terminate its relationship with goadgo or the use of goadgo's tools, services, or platforms. Additionally, for a period of nine (9) months following the termination of this Agreement, the Brand shall not directly or indirectly solicit any Designated Party outside of the goadgo network. The Brand acknowledges that in the event of a breach of this provision, monetary damages would be inadequate, and goadgo shall be entitled to injunctive relief. In the event of a breach of this section by the Brand, goadgo agrees to first inform the Brand and allow the Brand to address the breach commercially reasonably before initiating any legal action based on such breach.

1.10. Representations and Warranties; Disclaimer of Liability

1.10.1. Mutual Representations and Warranties. Each party represents and warrants to the other that it has full power, authority, and legal right to enter into this Agreement and to perform all of its obligations under this Agreement, and that there is no legal impediment preventing it from becoming a party to this Agreement.

1.10.2. Brand Representations and Warranties. The Brand represents and warrants that: (i) any information provided by the Brand to goadgo in connection with the Services is accurate and correct and does not violate any confidentiality, other contractual obligations, or any third-party rights; (ii) the Brand is the exclusive owner of or has all rights, licenses, permissions, and releases necessary, including the right to grant all rights and licenses for the Brand Materials and Feedback provided by the Brand for use in the Services without subjecting goadgo to any third-party obligations or liabilities resulting from the use of the rights and licenses granted herein; (iii) the Brand is not a competitor of goadgo, does not use the Services to compete with goadgo, does not use the Services for any purpose other than commercial purposes, and is not an attorney or a representative of an attorney conducting an investigation regarding the Services, the materials offered through the Services, or any materials offered through goadgo; (iv) the Brand will comply with all applicable federal, state, and local laws and regulations while performing its obligations under this Agreement and using the Services; and (v) the publication, posting, or other distribution of the Brand Materials complies with all federal, state, and local laws and regulations, including FTC Guidelines. The Brand also represents, warrants, and covenants that the Brand Materials and Feedback do not infringe upon any third party's intellectual property rights, publicity rights, or any other rights or violate any laws or regulations, and the Brand will promptly notify goadgo in the event of any occurrence that would constitute a breach of these representations and warranties.

1.10.3. goadgo Representations and Warranties. If goadgo contracts with Influencers, goadgo represents and warrants that: (i) the Influencers will comply with all applicable federal, state, and local laws and regulations, including FTC Guidelines; and (ii) the content of the Influencers does not infringe upon any third party's intellectual property rights, publicity rights, or any other rights or violate any laws or regulations.

BRAND ACKNOWLEDGES THAT INFLUENCERS WORK UNDER goadgo'S MANAGEMENT OR CONTROL OR IN ANOTHER WAY. IN THIS CONTRACT OR IN PLACES REQUIRED BY APPLICABLE LAWS OR IN SITUATIONS DEEMED APPROPRIATE BY goadgo, goadgo WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO CHANGE OR REMOVE INFLUENCERS' CONTENT AND/OR TO NOTIFY ANY THIRD PARTY RELATED TO THE SAME, BUT goadgo SIMILARLY DISCLAIMS ANY STATEMENT OR WARRANTY REGARDING ANY CONTENT, ACTION, OR OTHERWISE.

1.10.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL SERVICES, INCLUDING ANY DATA, ARE PROVIDED 'AS IS' AND 'AS AVAILABLE,' AND goadgo EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. goadgo DOES NOT WARRANT THAT THE SERVICES, ANY goadgo MATERIALS, OR ANY PRODUCT OR RESULTS OF USE THEREOF WILL MEET BRAND'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, OR WORK WITHOUT ERROR OR THAT THE SYSTEM OR OTHER SERVICES WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. goadgo SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, DEFICIENCIES, INTERRUPTIONS, DELETIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURES, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF, USER COMMUNICATIONS OR DATA. goadgo DOES NOT WARRANT THAT BRAND'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY INFORMATION OR RESULTS OBTAINED THROUGH THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THAT ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY BRAND THROUGH THE SERVICES WILL MEET BRAND'S EXPECTATIONS. goadgo MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY OF ANY SERVICES PROVIDED BY ANY INFLUENCER OR OTHER INDIVIDUAL, COMPANY, OR SERVICE PROVIDER USING OR PROVIDING SERVICES, WHETHER SUCH REPRESENTATION OR WARRANTY IS EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY THEREFOR. goadgo SHALL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING BRAND'S POTENTIAL EARNINGS OR SALES GENERATED FROM THE SERVICES AND SHALL HAVE NO LIABILITY THEREFOR. IT IS POSSIBLE THAT BRAND MAY NOT MAKE ANY MONEY OR EXPERIENCE ANY INCREASE IN SALES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT BRAND'S SOLE DISCRETION AND RISK, AND BRAND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO BRAND'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

ANY ORAL OR WRITTEN INFORMATION OBTAINED FROM goadgo OR THROUGH THE SERVICES NOT EXPRESSLY STATED IN THIS AGREEMENT DOES NOT CONSTITUTE ANY WARRANTY WHATSOEVER.

1.11. Indemnification

Each party ('Indemnifying Party') shall indemnify, defend, and hold harmless the other party ('Indemnified Party') against any and all liabilities, claims, suits, judgments, losses, damages, fines, penalties, forfeitures, expenses, and costs, including reasonable attorneys' fees, expert witness fees, and appellate costs and expenses (collectively, 'Losses'), asserted by any third party having jurisdiction that arise out of or result from or are based upon (i) bodily injury or death or real or tangible personal property damage, in whole or in part, caused by the Indemnifying Party's breach of this Agreement; (ii) the Indemnifying Party's violation of any law, rule, regulation, governmental order, rule, or regulation; or (iii) any infringement of any third-party (excluding Creators) intellectual property rights. The Indemnifying Party shall not settle or compromise any such claim, action, or other dispute with respect to Losses against the Indemnified Party without the prior written consent of the Indemnified Party; such consent shall not unreasonably be withheld. The Indemnified Party shall have the right, at its option, to defend itself or to participate in the defense of any such dispute at its own expense or through counsel of its own choice.

1.12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR LIABILITY ARISING UNDER SECTION 7.2 (EXCLUSION OF CLAIMS) OR IN CONNECTION WITH A PARTY'S FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF ITS INTELLECTUAL PROPERTY RIGHTS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING ANY LOSS OF PROFITS OR DAMAGES RESULTING FROM LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGE OR LOSS IS ASSERTED UNDER TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY (WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS); AND (ii) THE LIABILITY OF ONE PARTY TO THE OTHER PARTY SHALL BE LIMITED TO A SUM NO LESS THAN THE AMOUNT OF DIRECT DAMAGES.

1.13. Compliance with Trade Restrictions

BRAND acknowledges and agrees that the provision and use of the Services and goadgo Materials are subject to compliance with applicable export controls and sanctions, including the U.S. Export Administration Regulations and other applicable export controls and sanctions administered by the U.S. Department of the Treasury (collectively, 'Trade Restrictions'), and where and by whom the Services and goadgo Materials may be accessed and used is prohibited or restricted by the Department of the Treasury ('Trade Restrictions'). BRAND shall comply with the Trade Restrictions in the use of the Services and goadgo Materials. Notwithstanding the generality of the foregoing, BRAND expressly represents and warrants as follows:

1.13.1. BRAND, its affiliates, directors, or senior executives (i) are not located, residing, or incorporated in any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Crimea, Iran, North Korea, and Syria) (collectively, 'Restricted Area'); or (ii) is a person identified under the Trade Restrictions, including individuals designated under OFAC's Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions Identification List, national, regional, or multilateral commercial or financial sanctions identified under the Trade Restrictions, U.S. Department of Commerce Denied Parties List, Entity List, or Unverified List or various United Nations financial sanctions lists, (b) any organization owned or controlled by any of the foregoing or in which any of the foregoing owns or controls 50% or more, or (c) any person acting on behalf of or for the government of Cuba, Iran, North Korea, Syria, or Venezuela (collectively, 'Restricted Parties').

1.13.2. BRAND shall not use, transfer, distribute, or allow access to the Services or goadgo Materials directly or indirectly to any person in a Restricted Area or any Restricted Party, or for the benefit of such person.

1.13.3. BRAND shall not do or fail to do anything that could cause goadgo to violate applicable Trade Restrictions, and BRAND shall indemnify, defend, and hold harmless goadgo against any and all claims, damages, liabilities, costs, fees, and expenses arising out of or resulting from BRAND's non-compliance with or breach of the Trade Restrictions, or the damages suffered by goadgo as a result thereof.

1.13.4. BRAND shall promptly notify goadgo in the event of any occurrence that may cause the statements in Sections 1.14.1-3 to be inaccurate.

1.13.5. BRAND expressly acknowledges and declares that the performance of goadgo under this Agreement is expressly subject to goadgo's compliance with applicable Trade Restrictions. BRAND agrees that goadgo's refusal or failure to fulfill its obligations hereunder due to compliance with Trade Restrictions shall not constitute a breach of any obligation under this Agreement, and hereby waives any and all claims for legal remedies against goadgo, including injunctive or declaratory relief, resulting from such refusal or termination. BRAND waives any claim for loss, costs, or expenses, including indirect damages, that BRAND may incur or be subjected to as a result of such refusal or termination.

1.13.6. Notwithstanding any other provisions to the contrary in this Agreement, goadgo shall have the right, in its sole discretion, to suspend or terminate this Agreement in whole or in part if BRAND becomes a Restricted Party.

1.14. Campaigns

goadgo, in its sole discretion, may make certain products, features, services, or software available for BRAND's use that have not yet been publicly released (collectively, 'Campaigns'). BRAND may access and use Campaigns solely for internal evaluation purposes and subject to this Agreement and any Additional Terms applicable to each Campaign Program. goadgo shall have the right to collect and analyze data and other information related to the provision, use, and performance of relevant systems and technologies during and after the Campaign Program for the purpose of improving and enhancing its products, services, and other offerings. BRAND acknowledges that any feedback, suggestions, or ideas provided by BRAND to goadgo in connection with the Campaign Program, including but not limited to responses to any customer survey, shall be owned by goadgo and shall remain its property. goadgo shall be entitled to use such feedback, suggestions, or ideas to improve, modify, enhance, or support its products, services, or other offerings without any obligation to BRAND or any third party. No rights or licenses are granted hereunder unless expressly stated otherwise.

1.14.1. No Warranty for Campaigns. CAMPAIGNS ARE PROVIDED 'AS IS,' AND goadgo DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

1.15. Miscellaneous

1.15.1. Choice of Law; Region. All claims arising out of or relating to this Agreement or any dispute shall be governed by the laws of the State of Delaware, without giving effect to any conflict of law provisions. All claims arising out of or relating to this Agreement shall be brought exclusively in federal or state courts located in Delaware. Notwithstanding the foregoing, we may bring an action for equitable relief in any court of competent jurisdiction. Any dispute must be brought within two (2) years from the date the cause of action arose. Failure to present written documents within this period shall render all claims regarding the dispute null and void.

1.15.2. Relationship of the Parties; No Third-Party Beneficiary. There is no employer-employee, partnership, agency, franchise, joint venture, or any other joint or cooperative relationship existing between BRAND and goadgo. This Agreement shall not confer any benefit on any third party unless expressly stated otherwise herein.

1.15.3. Assignment. BRAND may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of goadgo, and any purported assignment or delegation in violation of this section shall be null and void. Notwithstanding the foregoing, goadgo may assign and delegate its rights and obligations under this Agreement without BRAND's consent, including as part of a corporate reorganization, merger with another entity, or transfer of all or substantially all of its assets.

1.15.4. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors, assigns, and transferees.

1.15.5. No Waiver. Except as expressly waived in a clear agreement signed by the party to be charged, none of the terms herein may be waived. The failure of any party to enforce any of the rights under this Agreement or any delay by any party in enforcing any of the rights shall not be construed as a continuing waiver or a modification of such right, and any party may enforce such rights within the time prescribed by the applicable law by taking appropriate legal action. All rights and remedies provided herein shall be cumulative and in addition to any other rights or remedies that the parties may have under law or equity. Any party may avail itself of any of the remedies offered to it with respect to any of its rights under this Agreement, without prejudice to the use of any other remedy for any of its rights in the future. No person, firm, or organization other than the parties to this Agreement shall be deemed to have acquired any rights under this Agreement.

1.15.6. Severability. The provisions of this Agreement are severable, and if any provision is held partially or wholly invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall affect only such provision or part thereof in that jurisdiction and shall not in any manner affect such provision or any other part thereof in any other jurisdiction. To the extent legally permissible, a provision that is invalid or unenforceable shall be replaced with a provision that reflects the original intent of the parties.

1.15.7. Survival. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall survive such termination or expiration.

1.15.8. Force Majeure. Neither party shall be responsible for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by events or circumstances beyond its reasonable control ('Force Majeure'), including but not limited to acts of God, war, threats of war, government retaliation against domestic or foreign enemies, government regulations or travel advisories, natural disasters, fire, earthquake, accidents or other casualties, strikes or certain strike threats, epidemic disease, civil unrest, terrorist acts and/or certain terrorist threats, acts of internal or external enemies, restrictions on transportation services preventing some or all necessary participants from participating, nuclear hazard or any other similar intervention beyond the reasonable control of the parties that renders it unlawful, impossible, or impracticable. Performance or compliance with the obligations set forth in this Agreement shall be commercially impracticable. In the event of a postponement of this Agreement due to Force Majeure, the obligations of a party under this Agreement or any Additional Terms shall be extended for a period equal to the period of delay caused by such Force Majeure. If a delay occurs due to Force Majeure, neither party shall be liable to the other or any third party for any loss, damage, delay, liability, expense, or cost caused by such delay or related to such delay due to Force Majeure.

1.15.9. Communication; Notices. BRAND agrees to receive messages, including notifications and marketing materials, through the Services or via communication information designated by BRAND, such as email. All legal notices, consents, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when (i) delivered personally or sent electronically; (ii) sent by first-class mail with prepaid postage within three (3) business days after being sent; or (iii) sent by a reputable overnight delivery service, prepaid with postage or delivery fees, one (1) business day after being sent to BRAND and goadgo at the following address:

Address: .........

Warning: .........

Legal Address: .........

1.15.10. Entire Agreement. This Agreement, together with any applicable Additional Terms in effect, represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements between the parties, including any policies, terms, and conditions or other provisions. Unless otherwise expressly stated, any document prepared by BRAND. goadgo expressly rejects any document prepared by BRAND. This Agreement may only be amended by a written document signed by both parties and specifically referring to this Agreement, executed by an authorized goadgo officer in the manner provided herein or as expressly permitted to the extent provided in Additional Terms.

1.15.11. Translation. The headings in this Agreement are provided for convenience of reference only and shall not limit or otherwise affect the meaning of this Agreement. The singular includes the plural and vice versa. The use of the word 'including' means 'including without limitation' or 'including without restriction' unless expressly stated otherwise. All references to dollars (including the '$' symbol) refer to the United States dollar currency. References to parties and other organizations, including any person or entity, include such person or entity and its respective successors and, as applicable, assigns.

1.15.12. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. Copies of this Agreement and all supplementary documents may be signed by electronic signature by any party and delivered to the other party, and the receiving party may rely on such documents so executed and delivered electronically as if the original had been signed.