Seller Terms of Service

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 Seller (defined below) ("Seller", "you" or "your"), you acknowledge that you have read, understood, and agree to be bound by this TOS. 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 Brands (defined below) and Customers (defined below), are referred to as "Users". For purposes of these TOS: "Brand" refers to any entity or individual that produces, stocks, designs, manufactures, distributes, and/or sells physical products to Customers and is the seller or merchant of record. "Chat Feature" refers to any and all features and functionalities made available through the Services allowing Brands and Sellers to communicate with one another. "Customers" refers to any entity or individual that clicks on a valid Shareable Link and is directed to the Brand's websites or digital platforms, and/or purchases the Brand's products after having clicked on a valid Shareable Link. "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. "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. "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. "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. The Company may amend this TOS from time to time by providing you with a prior written notice either by emailing the email address associated with your Account, by posting a notice on the Site or notifying you through the Services. The amended TOS will take effect as of the effective date specified by the Company in its Update Notice to you. 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. If you are an individual, you are not authorized to use the Service if you are under 18 years old.

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. 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 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.

3.1 Access and Use Restrictions You may access and use the Service only for lawful purposes and for the sole purposes set out herein. 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 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 or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use manual or automated software, devices, scripts, robots, or other means to access, "scrape", "crawl" or "spider" any web pages or other services contained in the Service; (e) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; (f) attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures; (g) use the Services in any way that may violate the rights of any third party. You shall not upload, transmit, disclose or otherwise make available to the Company through the Services any User Content that violates these TOS, interferes with or disrupts the Service, constitutes protected health information, is harmful, deceptive, or obscene, may be harmful or inappropriate for minors, violates any applicable law, infringes any third party intellectual property rights, promotes unauthorized or illegal activities, is not your original work, depicts any person without their written consent, incites pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, promotes the illegal consumption of alcoholic beverages or drug use, contains personally identifiable information of any person other than you without written authorization, or includes material protected by intellectual property laws without proper rights or permissions. You acknowledge and agree that the Company is not involved in the creation or development of 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. 3.2 The Company allows you to use the Chat Feature to communicate with Brands 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. 3.3 Rights and Restrictions 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. 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. 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"). 3.4 Third Party Services Company has no control over and is not responsible for Third-Party Services, including for the accuracy, availability, reliability, or completeness of information made available through such 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 You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your Account. Company has the right, but not the obligation, to monitor the Service, Content, or the User Content. 3.6 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.

4.1 Seller Responsibility You acknowledge and agree that any arrangement or agreement between you and a Brand made in relation to the Shareable Link is directly between you and such Brand. You are responsible for your User Content, your relationships and arrangements with Brands, and all aspects of your activities through the Services. 4.2 Brand Responsibility You acknowledge and agree that any contract of sale made through the Service is directly between the Brand and the Customer. The Brand is the seller or merchant of record for all items sold to Customers. The Company is not, and will not be, the seller or merchant of record. 4.3 Compliance You are solely responsible for all of your User Content and all postings to your Social Media Accounts in connection with the Services. You must comply with all applicable laws and regulations in connection with your use of the Services, including the FTC Guides Concerning Endorsements and Testimonials in Advertising. 4.4 Legal Compliance 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), or the laws of the United States and the State of Delaware.

5.1 Services are available via mobile devices. Your wireless carrier's standard charges, data rates, and fees may apply. Some Mobile Services may be prohibited or restricted by your carrier, and not all work with all devices. 5.2 By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Company or its affiliates or partners by telephone (including by an automated telephone dialing system) and/or SMS text message for purposes of providing the Services to you or notifying you about your account, regardless of whether or not your telephone number is registered on any state or federal Do Not Call list. Message and data rates may apply. You can opt out of receiving text messages at any time by texting "STOP" or by notifying Company at support@endlss.io. 5.3 Subject to this TOS, Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install the Mobile App on one mobile device that you own or control and to run the Mobile App solely for your own personal use. 5.4 The technology and software underlying the Service are the property of Company, its affiliates, and licensors ("Software"). You agree not to copy, modify, create derivative works, reverse engineer, reverse assemble, or otherwise attempt to discover any source code. Company and you acknowledge that this TOS are concluded between Company and you only, and not with Apple Inc. or Google. Where applicable, Apple and Google are third-party beneficiaries of this TOS.

You understand and agree that Company is not involved in the interactions between Users and does not refer or endorse or recommend particular Users. 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. Company is not 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.

You agree that you are solely responsible for your interactions with any other Users and Company will have no liability or responsibility with respect thereto. By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Company with respect to such actions or omissions. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User.

8.1 Seller Commission Pursuant to the terms of your Arrangements, you may receive a commission for sales generated by the Brand ("Seller Commission"). The commission represents a percentage of the Brand's gross sale proceeds (excluding any taxes, discounts, shipping and handling). The Company is not liable to pay you any Seller Commission, or compensation of any kind, is not responsible for setting the Seller Commission, and has no obligation with respect to the Seller Commission other than to remit any amounts received on your behalf from Brands. 8.2 Payment Eligibility No Seller Commission is considered earned, accrued, vested, or payable to you unless and until you have successfully connected a valid payout account with the third-party payment processor and are eligible to receive payment. The obligation to remit Seller Commissions to you arises only when the Company has actually received the relevant funds from the Brand. If you do 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. 8.3 Remittance As soon as the Company receives the Seller Commission amount that you are entitled to from the Brand, the Company will remit the same to you. The Company is only obligated to remit funds to you after receiving them from the Brand. If the Brand fails to remit payment, you must pursue your recourse directly against the Brand. 8.4 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. The Company's role is strictly limited to facilitating the Seller's payment as the Seller's agent. 8.5 Payment Schedule The Company will calculate your Seller Commission amounts on a weekly basis based on the Brand's 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 you as soon as the Brand Payment Amount has been received. 8.6 Refunds In the event that a Customer order is refunded by the Brand prior to the end of the Charge Period, you will not be entitled to any Seller Commission for that order. 8.7 Currency The Company uses the lawful currency of the United States (US dollars) as its base currency. You assume all currency exchange costs and fluctuations.

9.1 Tax Information The Seller shall provide the Company with any and all information the Company may require including the Seller's full legal name, address, tax identification number (TIN), and federal tax classification. 9.2 Tax Responsibilities The Seller acknowledges and agrees that it is solely responsible for the payment of any and all taxes owed on income generated through the Services, such as all federal, state, local, and international taxes that apply, including but not limited to income taxes. The Company is not responsible for collecting, reporting, withholding, or remitting any taxes arising from any payments to you. 9.3 Tax Forms The Company will provide you with such tax forms as may be legally required. 9.4 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.

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.

If you cease representing an entity or breach any representation set forth in Section 10, you must (a) immediately notify Company at support@endlss.io; (b) immediately cease all use of the Service on behalf of that entity; (c) take whatever steps the Company requires to wind-down or transition the account; and (d) accept and acknowledge the right of Company to terminate or suspend your access to the Service.

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.

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.

14.1 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 AMOUNTS PAID BY YOU TO COMPANY 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. 14.2 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. 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.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. 16.1 Agreement to Arbitrate You agree that any and all disputes or claims that have arisen or may arise between you and Company in connection with your use of or access to the Service shall be resolved exclusively through final and binding arbitration, rather than a court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. 16.2 Prohibition of Class and Representative Actions YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. 16.3 Pre-Arbitration Dispute Resolution Company is always interested in resolving disputes amicably and efficiently. Before commencing arbitration, we encourage you to contact us at support@endlss.io to explain your complaint. If Company is not able to resolve the dispute within sixty (60) days after receiving your written notice, then you may commence an arbitration proceeding. 16.4 Arbitration Procedures Arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. 16.5 Costs of Arbitration Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. 16.6 Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. 16.7 Future Changes to Agreement to Arbitrate Notwithstanding any provision in this TOS to the contrary, we agree that if Company makes any future change to this Agreement to Arbitrate, you may reject any such change by sending us written notice within 30 days of the change.

Company is headquartered in the United States. Software available in connection with the Service and the transmission of applicable data is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. The software and documentation are deemed to be "commercial items" under applicable U.S. regulations.

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.

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. 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.

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 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. 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.

23.1 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. Please note that filing a report does not guarantee removal or any specific action relating to the Reported Content. 23.2 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. 23.3 If you have questions or require assistance with the reporting process, please contact us at legal@endlss.io.