Brand Terms of Service

1.1 Penny AI Technologies, Inc. ("Company", "we" or "us") provides its Service (as defined below) to you through its web site located at Endlss.io (the "Site") and through its mobile applications and related technologies, subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site as a Brand (defined below) ("Brand", "you" or "your"), you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a an individual, company, business or other legal entity, you represent and warrant that you have the authority and all rights necessary (i) to bind such individual or entity and its affiliates to this TOS and (ii) to grant the rights set forth herein with respect to such individual or entity, in which case the terms "you" or "your" shall refer to such individual or entity and its affiliates. If you are entering into this TOS on behalf of an individual, company, business or other legal entity, you shall, upon Company's request, provide to Company any documentation that Company requests to verify that you have the authority and all rights necessary to represent such individual or entity and to grant the rights as set forth in this TOS. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. All individuals and entities who use the Service, including but not limited to Sellers (defined below) and Customers (defined below), are referred to as "Users".

1.2 For the purposes of these TOS:

1.2.1 "Brand" refers to (i) any entity or individual that produces, stocks, designs, manufactures, distributes, and/or sells physical products to the Customers (defined below), (ii) is responsible to the Customer for the sale of the physical products associated with a Shareable Link (defined below), namely with respect to quality, quantity, and delivery, or other specifications relating to the purchase and delivery of the physical products, (iii) provides designated Sellers with a Shareable Link through the Services allowing them to market and promote their products to prospective Customers, (iv) is the direct seller of the physical products purchased by the Customer, and (v) is the seller or merchant of record with the responsibilities related thereto as set out in this TOS.

1.2.2 "Chat Feature" refers to any and all features and functionalities made available through the Services allowing Brands and Sellers communicate with one another.

1.2.3 "Customers" refers to any entity or individual (i) that clicks on a valid Shareable Link and is directed to the Brand's websites or digital platforms, and/or (ii) purchases the Brand's products after having clicked on a valid Shareable Link provided by Sellers as specified by the Company through the Services, and (ii) makes purchases directly from the Brand.

1.2.4 "Shareable Link" refers to a unique link issued by the Brand to a designated Seller through the Services allowing the Seller to market and promote the Brand's products by means of a unique and shareable link through different channels, such as on social media sites, blogs, websites, and other means.

1.2.5 "Seller" refers to any entity or individual, including their representatives and/or representing agencies marketing and promoting the Brand's products and referring prospective Customers to the Brand's websites or digital properties through Shareable Links.

1.2.6 "Third-Party Services" refers to any service made available by the Company through the Services, such as links to, integrations with, or access to features, functionalities, sites, technology, content, databases, search capabilities or any other resources that are provided or otherwise made available by third parties.

1.2.7 "User Communications" refers to any and all communications between Brands, Sellers, and any other User using the Chat Feature offered by the Company through the Services.

1.2.8 "User Content" refers to the User Materials, User Trademarks, User Communications and any other content, material, or communication you provide, transmit, or communicate through the Services.

1.2.9 "User Materials" refers to any and all photos, images, videos, graphics, written content, audio files, code, data, information, feedback, suggestions, text, and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to your use of the Services.

1.2.10 "User Trademarks" refers to any name, trademark, service mark and/or logo associated with your use of the Service.

1.3 The Company may amend this TOS from time to time by providing you with a prior written notice ("Update Notice") either by emailing the email address associated with your Account (defined below), by posting a notice on the Site or notifying you through the Services (defined below). You can review the most current version of this TOS at any time at https://getendlss.com/brand-tos/. The amended TOS will take effect as of the effective date specified by the Company in its Update Notice to you. Your continued use of the Services after the effective date of the amendment to this TOS shall constitute your acceptance of the amended TOS. In the event the Company does not specify an effective date for the amendments to this TOS in its Update Notice to you, the amendments shall take effect fourteen (14) days after the date the Update Notice was issued by the Company. If any change or amendment to this TOS is not acceptable to you, your only remedy is to stop using the Services and/or send a cancellation email to support@endlss.io.

1.4 As part of the registration process for the Services, you will identify an administrative username and password for your account ("Account"). If you are an individual, you are not authorized to use the Service if you are under 18 years old.

2.1 The "Services" includes (a) the Site, (b) Company's platform, Shareable Links, and related technologies, including your Account on the Company's platform and your unique dashboard, (c) any and all subscription services provided by the Company giving Brands, Sellers, or others access to its platform and related technologies, (d) the Chat Feature, and (e) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing. Any new features or functionality added to or augmenting the Service are also subject to this TOS. The Company reserves the right to add, remove, or modify the Services from time to time in its sole discretion.

2.2 You acknowledge that the Company may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company's or its third-party service providers' servers on your behalf. You agree that the Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that the Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

2.3 You hereby represent and warrant that you are acting on behalf of a legal entity or tax resident that is in good standing, and you have the authority to act on behalf of the legal entity or tax resident and bind the same under this TOS.

3.1 Subject to the terms and conditions of this TOS:

3.1.1 You may access and use the Service only for lawful purposes and for the sole purposes set out herein. All rights, title and interest in and to the Service and its components (including all Usage Data, as defined below) will remain with and belong exclusively to the Company.

3.1.2 You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) modify, adapt, interfere with, or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, (d) use manual or automated software, devices, scripts, redirects, robots, other means or processes to access, "scrape", "crawl" or "spider" any web pages or other services contained in the Service, (e) use the Service for any purpose not expressly permitted by this TOS, (f) copy, store or otherwise access any information contained on the Site or Services for purposes not expressly permitted by this TOS, (g) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, (h) systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, (i) attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures, (j) advocate, encourage, or assist any third party in doing any of the foregoing, (k) access, tamper with, or use non-public areas of the Site or Services in any way whatsoever, or (l) use the Services in any way that may violate the rights of any third party.

3.1.3 You shall comply with any codes of conduct, policies or other notices Company provides you or publishes in connection with the Service, and you shall promptly notify Company if you learn of a security breach related to the Service.

3.1.4 You are solely responsible for the User Content and the products and services you sell through the Services (including description and price).

3.1.5 You shall not upload, transmit, disclose or otherwise make available to the Company through the Services any User Content that (a) violates the terms of these TOS, (b) interferes with or disrupts the Service, (c) constitutes protected health information, (d) is harmful, deceptive, or obscene, (e) may be harmful or inappropriate for minors in any way, (f) violates any applicable law, rule or regulation, (g) infringes any third party intellectual property rights, (h) promotes unauthorized or illegal activities, (i) does not comply with all applicable third party terms, guidelines, or rules, (j) is not your original work, (k) depicts or references any person without such person's written consent, (l) depicts minors unless you have the written consent from the minor's legal guardian, (m) incites, advocates or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, or include other offensive content, (n) promotes the illegal consumption of alcoholic beverages or drug use, (o) contains any personally identifiable information of any person other than you without written authorization, (p) provides or creates links to external sites that violate these TOS, or (q) includes material protected by intellectual property laws without proper rights.

3.1.6 You acknowledge and agree that the Company is not involved in the creation or development of User Content and does not control any User Content, is not responsible or liable for any User Content, and reserves the right, but has no obligation, to review or delete any User Content.

3.1.7 The Company allows you to use the Chat Feature to communicate with the Sellers or any other Users you have authorized through the Services. You are solely responsible for your User Communications. Prohibited communications include offensive, vulgar, or obscene language; hate speech or discriminatory remarks; harassment, threats, or abusive behavior; spam, unsolicited advertisements, or links containing viruses or harmful material; and any attempt to impersonate another individual or entity.

3.1.8 You recognize and agree that the Company may monitor your User Content, wholly or partially suspend or disable access to your Services, moderate or enable its service providers to moderate your User Content, wholly or partially suspend or block the Services with any or all Sellers, delete or remove without notice any User Content that violates the TOS, or take any other actions as may be necessary to protect the Services and comply with applicable laws.

3.2 Rights and Restrictions.

3.2.1 You retain all rights, title, and interest in and to the User Content you upload to the Services. By uploading User Content, you grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public, broadcast, reproduce, make available, display, perform, adapt, modify, translate, and create derivative works of your User Content for the purposes of providing, promoting, and improving the Services.

3.2.2 You represent, warrant, and confirm that you have all necessary rights in your User Content to grant this license, the User Content will not violate third-party rights of any kind, and the User Content will be true, accurate, and complete, and will not violate any applicable laws or regulations.

3.2.3 You also grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the User Content to operate, provide and promote the Service.

3.2.4 You also hereby grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license, during and after the term of this TOS, to derive statistical, usage and other data on an aggregated and/or anonymized basis ("Usage Data").

3.3 Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Submissions"), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

3.4 Third Party Services.

3.4.1 The Service may provide links to, give access to, integrate with, allow the use of, or otherwise require you to use Third-Party Services. Company has no control over and is not responsible for such Third-Party Services. Company enables these Third-Party Services merely as a convenience and does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party.

3.5 Brand Payments. You are required to connect your Account to a valid payment method supported by the Services. The Company uses the services of the third-party payment processor to process any fees or charges applicable to the Services or under these TOS.

3.6 You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account. Company has the right, but not the obligation, to monitor the Service, Content, or the User Content.

3.7 You understand that the operation of the Service, including User Content, may be unencrypted and involve transmissions over various networks. You acknowledge that you bear sole responsibility for adequate security, protection and backup of the User Content.

3.8 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service.

3.9 The failure of Company to exercise or enforce any right or provision of this TOS shall not be a waiver of that right.

3.10 Company reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Company's website. To decline Company this right you need to email marketing@endlss.io stating that you do not wish to be used as a reference.

3.11 Subject to the terms hereof, Company may (but has no obligation to) provide technical support services through email, or other means in accordance with our standard practice.

3.12 You agree to cooperate with and provide reasonable assistance to the Company in promoting and advertising the Service.

4.1 You acknowledge and agree that you are responsible for the sale of any products sold directly to Customers originating from the Shareable Link and any transaction is directly between you and the Customer. Any arrangement or agreement between you and a Seller made in relation to the Shareable Link is directly between you and such Seller. You are the seller of record for all items you sell to the Customers. For the avoidance of doubt, the Company is not, and will not be, the seller or merchant of record and will have no responsibility for items you sell to Customers.

4.2 You are solely responsible for the goods or services that you offer for sale and associated with Shareable Links you issue to Sellers through the Services. This responsibility includes item description, price, associated fees, calculation of sales taxes, handling of defects, required legal disclosures, adherence to regulatory compliance, offers or promotional content, and compliance with any applicable laws and regulations.

4.3 You are solely responsible for accurately calculating, remitting and filing all applicable sales and other taxes relating to the sale of your products.

4.4 You bear the exclusive responsibility for ensuring full regulatory and tax compliance for all goods sold to Customers originating from the Shareable Links.

4.5 You may not use the Service for any illegal or unauthorized purposes nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your Customers' jurisdiction, or the laws of the United States and the State of Delaware.

You understand and agree that Company is not involved in the interactions between Users and does not refer or endorse or recommend particular Users (including any products and services sold to Customers via the Shareable Links). You also understand and acknowledge that Company does not edit, modify, filter, screen, monitor, endorse or guarantee User Content or the content of communications between Users. You are responsible for investigating and verifying to the extent you deem necessary the identity and credentials of other Users contacted via the Service. For the avoidance of doubt, under no circumstances will Company be the seller or merchant of record in connection with the Service, and Company will have no responsibility for items marketed or sold through the Service.

6.1 You agree that you are solely responsible for your interactions with any other Users (including Sellers and Customers) in connection with the Service, and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User.

6.2 Authorization to Charge Payment Methods on Account. You authorize the Company to charge your Account any amounts you owe relating to the Services and under these TOS, including any Subscription Fees, Processing Fees, Seller Commission, or any charges, costs, or fees associated to your Account or related to the Services. To execute such charges, you expressly authorize us to initiate individual or recurring debit entries to any bank account we have on file for you and/or charge any credit or debit card account we have on file for you.

7.1 Subscription Services. Subject to the present TOS and the terms of any applicable subscription plan as may be provided by the Company from time to time, the Brand is hereby granted a non-exclusive, non-transferable, limited, and revocable right to use and access the Services during the Subscription Period for which it has an active and paid subscription ("Subscription Services").

7.2 Subscription Period. The Brand shall have the right to use and access the Services for the entire duration of the term provided by the applicable subscription plan purchased ("Subscription Period"), representing either a month-to-month subscription ("Monthly Subscription") or a yearly subscription ("Yearly Subscription"). Both Monthly Subscriptions and Yearly Subscriptions will automatically renew at the end of the Subscription Period until canceled by the Brand in accordance with the present TOS.

7.3 Subscription Period Modification. Subject to the present TOS, Brands having a Monthly Subscription may switch to a Yearly Subscription at any time. Similarly, Brands having a Yearly Subscription may switch to a Monthly Subscription at any time. In the event a Brand switches from a Yearly Subscription to a Monthly Subscription, the Company shall provide the Brand a credit for an amount equal to the difference between any unused portion of the amount paid by the Subscriber for its then-current Yearly Subscription and the amount required to be paid for the Monthly Subscription ("Subscription Period Credit"). The Subscription Period Credit is non-reimbursable and non-refundable and can only be applied to future Subscription Fees.

7.4 Subscription Fees. The Brand will be charged on a monthly or annual basis, and in advance, depending on the Subscription Service selected ("Subscription Fees"). The Subscription Fees are non-refundable.

7.5 Subscription Pricing. The Company reserves the right to modify the Subscription Fees, Subscription Service terms and conditions, or make any changes to the subscription plans offered, in its sole discretion.

7.6 Subscription Service Upgrades. The Brand may upgrade its Subscription Services at any time to a higher-tier plan offered by the Company ("Upgraded Subscription Services"). Upon upgrading, the Brand will receive immediate access to the Upgraded Subscription Services. The Subscription Fees for the Upgraded Subscription Services will be charged immediately, and any unused portion of the Brand's then-current subscription will be automatically prorated and credited toward the upgrade charge.

7.7 Subscription Service Downgrades. The Brand may downgrade its Subscription Services to a lower-tier plan at any time if such plan is offered by the Company and meet the criteria of that lower tier. A downgrade will take effect only at the end of the Brand's current billing cycle. No prorated refunds, credits, or adjustments will be provided for any unused portion of the Brand's existing subscription.

7.8 Subscription Service Termination. The Brand may cancel the Subscription Services at any time by submitting a cancellation request through the Services. The termination will take effect as of the end of the then-current Subscription Period. The Brand will not be entitled to any credits or refunds for any unused portions of the Subscription Services.

7.9 Suspension of Services. The Company may suspend Subscription Services at any time in the event the Brand has failed to pay, violates the present TOS, or the Company has reasonable grounds to believe that the Brand will violate the terms herein. During any suspension period, the Brand shall remain responsible to pay the Subscription Fees along with any accrued charges.

8.1 General Payment Terms

The fees applicable to your use of the Services are set out in the Company's Brand Fee Schedule, accessible through the Billing page of your Account ("Brand Fee Schedule"). The Brand Fee Schedule forms part of these Terms and may be updated by the Company from time to time.

8.2 Brand Fees and Obligations

8.2.1 Processing Fees. In consideration of the Company's facilitation of payments through third-party payment processors, you agree to pay the applicable processing fees ("Processing Fees") as specified in the Brand Fee Schedule.

8.2.2 Seller Commission. You have an obligation to pay the Seller Commission in consideration of Sellers referring Customers to purchase your products via Shareable Links. The Seller Commission is determined by the Brand, and accepted by the Seller, through the Services.

8.2.3 Payment Eligibility Window. No Seller Commission is considered earned, accrued, or payable unless and until the Seller has connected a valid payout account with the third-party payment processor and is eligible to receive payment. The Company will not charge the Brand for any Seller Commission unless the corresponding funds are being remitted to the Seller. If a Seller does not complete payout setup within ninety (90) days of the applicable sale fulfillment date, the related commission will permanently expire and no amount will be owed by the Brand.

8.2.4 Payment Schedule. The Company will calculate the amount you owe to Company and the Seller on a weekly basis ("Brand Payment Amount") based on your sale fulfillment dates during a seven (7) day period starting from each Monday to the following Sunday ("Weekly Reporting Period"). The Brand Payment Amount shall be charged by the Company at any time thirty (30) days after the last day of the Weekly Reporting Period ("Charge Period") and the Seller Commission shall be remitted to the Seller as soon as the Brand Payment Amount has been received.

8.3 Refunds. In the event that a Customer order is refunded prior to the end of the Charge Period, the Seller Commission and Service Fee shall not be charged.

8.4 Charge Disputes. If you dispute any charges to your Account, you must inform the Company in writing within thirty (30) days after the date of the applicable charge.

8.5 Non Sufficient Funds. If any payment initiated by ACH or other applicable electronic funds-transfer method ("EFT") is returned or rejected for non-sufficient funds ("NSF"), the Company will notify the Brand by email and immediately switch the Brand's payment method to credit-card billing.

8.6 Agent of the Payee. The Company shall act as the Seller's agent (i.e., agent of the payee) for the remittance of any payments that it is entitled to receive from the Brand under these TOS. The Company's role is strictly limited to facilitating the Seller's payment as the Seller's agent.

8.7 Your Obligations. As the actual seller of the product, you are fully responsible for the sale of your product and the associated obligations. You will not make any statements, promises or legally binding commitments to the Customer contrary to the terms and conditions contained herein, detrimental to the interests of the Company, or to disparage the Company in any way whatsoever.

8.8 Liability. The Company shall not have any liability of any kind toward the Customer or any third party relating to the sale of your products, refunds, or cancellations.

9.1 Sales Tax on Fees. To the extent legally required, the Company is authorized to charge, collect, and remit any relevant sales and other taxes on its fees or charges in accordance with applicable tax laws.

9.2 Brand Tax Responsibilities. The Brand is solely responsible for determining any and all applicable taxes, including relevant sales taxes, in accordance with the law on all products sold to Customers. The Brand acknowledges and agrees that it is solely responsible for the payment of any and all taxes owed on products sold and income generated through via Shareable Links.

9.3 Tax Information and Compliance. The Brand shall provide the Company with any and all information the Company may require to provide the Services, including but not limited to the Brand's full legal name, address, tax identification number (TIN), and federal tax classification.

9.4 Tax Filings. It is the Brand's responsibility to file any and all tax forms with the appropriate tax authorities in a timely manner.

9.5 Amendments. The Company may update and amend this provision from time to time in accordance with changes in tax legislation or the operational policies of the Company.

9.6 Acceptance. By continuing to use the Services provided by the Company, the Brand agrees to abide by the terms set forth in this provision and acknowledges their responsibility for the payment of taxes as required by law.

You represent and warrant to Company that (i) you have full power and authority to enter into this TOS; (ii) you own all User Content or have obtained all permissions, releases, rights or licenses required to provide or transmit the User Content to the Company; (iii) User Content and other activities in connection with the Service do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right; (iv) you are eighteen (18) years of age or older; (v) your use of the Service will be limited to commercial and not personal, family, or household purposes; (vi) any bank account(s) you use in connection with the Service will be commercial deposit accounts only.

You may cancel your Account at any time directly within the Services. Subject to earlier termination as provided below, Company may terminate your Account at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Company may also terminate your Account upon ten (10) days' notice, if you breach any of the terms or conditions of this TOS. Company reserves the right to modify or discontinue, temporarily or permanently, your access to or use of the Service (or any part thereof). All of User Content on the Service (if any) may be permanently deleted by Company upon any termination of your Account in its sole discretion. All accrued rights to payment and the terms of Sections 3.2.3, 3.3, and 5-16 shall survive termination of your Account.

The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE, CONTENT, THIRD-PARTY SERVICES, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOUR USE OF THE SERVICES, INCLUDING THIRD-PARTY SERVICES PROVIDED THROUGH THE SERVICES, THE USER CONTENT, AND THE USER MATERIALS ARE AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

13.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE SERVICE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

13.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You shall defend, indemnify, and hold harmless Company from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, your violation of any law or the rights of a third party, any of User Content, or your other access, contribution to, use or misuse of the Service, including any aspect of any transaction, arrangement, or interaction with Sellers and Customers, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to consumer protection laws). Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Company's defense of such matter.

You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

You may not assign this TOS without the prior written consent of Company, but Company may assign or transfer this TOS, in whole or in part, without restriction. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this TOS will be binding on the parties and their successors and assigns.

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This TOS shall be governed by the laws of the State of Delaware without regard to the principles of conflicts of law. Unless otherwise elected by Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of Delaware for the purpose of resolving any dispute relating to your access to or use of the Service.

To the extent the Company collects, uses, processes, discloses, communicates or otherwise handles your personal information, it will process the same in accordance with the terms set out in its privacy policy found at the following link: https://getendlss.com/privacy_policy/ ("Privacy Policy"). Please consult the Company's Privacy Policy to understand how Company collects and uses your personal information. By using or accessing the Services, you hereby consent to and authorize the Company to collect, use, process, disclose, communicate or otherwise handle your personal information for the sole purpose of rendering the Services herein.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Company's Copyright Agent at legal@endlss.io (subject line: "DMCA" Takedown Request"). You may also contact us by mail at:

Attention: Copyright Agent
Penny AI Technologies, Inc.
548 Market St PMB 65915
San Francisco CA 94104
United States
Email: legal@endlss.io

Notice: To be effective, the notification must be in writing and contain the following information:

• 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 Site, with enough detail that we may find it on the Site;
• 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;
• 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.

Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, you may send a written counter-notice containing the following information to the Copyright Agent:

• 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 e-mail address, a statement that you consent to the jurisdiction of the federal court located within the District of Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company's sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, Users who are deemed to be repeat infringers.

21.1 If you encounter any User Content, material, or content of any kind on the Services that you believe is illegal, objectionable, or inappropriate ("Reported Content"), you may report it by emailing us at hello@endlss.io or reporting it through the relevant support or web form. To ensure we can address your report effectively, you must provide (i) a clear and specific reference to the content in question, such as a URL, screenshot, or other identifiable details that allow us to locate the Reported Content, and (ii) a detailed explanation describing why you believe the Reported Content is illegal, objectionable, or inappropriate, including references to any applicable laws or community standards if relevant. We reserve the right to review and take action regarding your report at our sole discretion, including removing, restricting, or allowing the Reported Content. Please note that filing a report does not guarantee removal or any specific action relating to the Reported Content.

21.2 By submitting a report, you represent and warrant that you are acting in good faith and that the information you provide is accurate and complete to the best of your knowledge. Submitting false or misleading reports, or reports made for improper purposes, may result in suspension or termination of your access to the Services.

21.3 If you have questions or require assistance with the reporting process, please contact us at legal@endlss.io.