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SOCIAL MEDIA DEVELOPMENT AND MANGEMENT AGREEMENT

This “Social Media Development and Management Agreement” and the Jodder Application (the “Application”) shall hereinafter collectively be referred to as the “Agreement”, and is by and between Jodder, LLC, a South Dakota limited liability company (hereinafter “Jodder”) and “Client” whose name and contact information appears on the Application, and shall have an “Effective Date” as of the date Jodder receives an initial payment from Client for the “Services” (as such term is further defined below). Throughout this Agreement, Jodder and Client may sometimes individually referred to as a “Party” and together as the “Parties”.

Jodder is in the business of creating and managing social media content for various customers (“Services”), and desires to perform such Services for the benefit of Client.

Client desires to hire Jodder to perform the Services in accordance with the terms and subject to the conditions of this Agreement.

By filling out the Application and making the initial payment to Jodder, ClientacknowledgesClienthave read, understood, and agree to be bound by the terms of this Agreement. IF FOR ANY REASON CLIENT DO NOT AGREE WITH ALL OF THESE TERMS, CLIENT ARE EXPRESSLY PROHIBITED FROM ANY INITIAL AND/OR CONTINUED JODDER OF THE SERVICES.

In consideration of these promises and the mutual agreements and provisions set forth below the Parties hereby mutually agree as follows:

TABLE OF CONTENTS

  1. OUR SERVICES
  2. INTELLECTUAL PROPERTY RIGHTS
  3. JODDER REPRESENTATIONS
  4. JODDER REGISTRATION
  5. PURCHASES AND PAYMENT
  6. CANCELLATION
  7. PROHIBITED ACTIVITIES
  8. JODDER GENERATED CONTRIBUTIONS
  9. CONTRIBUTION LICENSE
  10. SOCIAL MEDIA
  11. THIRD-PARTY WEBSITES AND CONTENT
  12. SERVICES MANAEMENT
  13. PRIVACY POLICY
  14. TERM AND TERMINATION
  15. MODIFICATIONS AND INTERRUPTIONS
  16. GOVERNING LAW
  17. DISPUTE RESOLUTION
  18. CORRECTIONS
  19. DISCLAIMER
  20. LIMITATIONS OF LIABILITY
  21. INDEMNIFICATION
  22. JODDER DATA
  23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
  24. CALIFORNIA JODDERS AND RESIDENTS
  25. MISCELLANEOUS
  26. CONTACT JODDER

1. OUR SERVICES

Jodder agrees to provide Client with the products and Services requested by Client on the application, and further described in Exhibit A (which is incorporated herein by reference). Client agrees that any/all information provided to Jodder under this Agreement and while using the Services is not intended for distribution to or Jodder by any person or entity in any jurisdiction or country where such distribution or Jodder would be contrary to law or regulation or which would subject Jodder to any registration requirement within such jurisdiction or country without the express prior written consent of Jodder. In addition, Client acknowledges that have reviewed any content provided by Jodder and agrees to ensure it is in compliance with all laws and regulations in the country(s) and state(s) where it currently conducts its business.

Jodder makes no representations or warranties (express or implied) the Services will comply with any industry-specific laws and regulations; such as the Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), Gramm-Leach-Bliley Act (GLBA), and/or any other applicable law or regulation. Any Jodder of the Services by Client are done so at Client own assumption of the related risk.

2. INTELLECTUAL PROPERTY RIGHTS

Jodder’s intellectual property

Client acknowledges and agrees Jodder is the sole owner and/or the licensee of all intellectual property rights related to the Services, including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

The Content and Marks are may be protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.The Content and Marks are provided to Client through a non-exclusive, non-transferable, revocable royalty-free paid up license for internal business purposes only.

ClientUse of our Services

Subject to Client’s compliance with the terms of this Agreement, including the “PROHIBITED ACTIVITIES” section below, Jodder grantsClient a non-exclusive, non-transferable, revocable license to:

  • access the Services; and
  • download or print a copy of any portion of the Content to which Client have properly gained access.

Except as set out in this section or elsewhere in the Agreement, no part of the Services, Content, and/or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any reason without our express prior written permission.

If Client requests to make any Jodder of the Services, Content, or Marks other than as set out in this section, they should contact Jodder at the following email: SocialExperts@jodder.com. If Jodder agrees to grant Client the permission to post, reproduce, or publicly display any part of our Services or Content, Client must identify Jodder as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying the Content.

Jodderreserves all rights not expressly granted to Client in and to the Services, Content, and Marks.Any breach of these Intellectual Property Rights will constitute a material breach of the Agreement and Jodder has the right to immediately terminate the Services.

ClientUse of our Services

Submissions: By directly sending Jodder any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), Client agrees to assign to Jodder all intellectual property rights in such Submission and will work with Jodder to sign any and all documentation reflecting such transfer. Client agreesJodder will own this Submission and be entitled to its unrestricted Jodder and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client.

Contributions: The Services may invite Client to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which Client may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to Jodder or through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, reviews, rating suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution.

Client understands that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When Client post Contributions, Client grantsJodder a license (including use of Client name, trademarks, and logos): By posting any Contributions, Client grantsJodder an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit Client Contributions (including, without limitation, Client image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, Client Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes Jodder’s use of Client name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images Client provide.

Clientis responsible for what Client post or upload: By sending Jodder Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking Client account through the Services to any of Client social networking accounts, Client:

  • confirm that Client have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
  • to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
  • warrant that any such Submission and/or Contributions are original to Client or that Client have the necessary rights and licenses to submit such Submissions and/or Contributions and that Client have full authority to grant Jodder the above-mentioned rights in relation to Client Submissions and/or Contributions; and
  • warrant and represent that Client Submissions and/or Contributions do not constitute confidential information.

Clientis solely responsible for Client Submissions and/or Contributions and Client expressly agree to reimburse Jodder for any and all losses that Jodder may suffer because of Client breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

Jodder may remove or edit Client Content: Although Jodder have no obligation to monitor any Contributions, Jodder shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion Jodder consider such Contributions harmful or in breach of these Agreement. If Jodderremoves or edits any such Contributions, Jodder may also suspend or disable Client account and report Client to the authorities.

3. JODDER REPRESENTATIONS

By using the Services, Client represents and warrants that: (1) all registration information Client submit will be true, accurate, current, and complete; (2) Client will maintain the accuracy of such information and promptly update such registration information as necessary; (3) Client have the legal capacity and Client agree to comply with these Agreement; (4) Client are not a minor in the jurisdiction in which Client reside; (5) Client will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) Client will not use the Services for any illegal or unauthorized purpose; and (7) Clientuse of the Services will not violate any applicable law or regulation.

If Clientprovides any information that is untrue, inaccurate, not current, or incomplete, Jodderhas the right to suspend and/or terminate Client’s account and refuse any and all current or future use of the Services (or any portion thereof).

4. JODDER REGISTRATION

Client may be required to register to use the Services. Clientagrees to keep Client password confidential and will be responsible for all use of Client account and password. Jodderreserves the right to remove, reclaim, or change a useusername Client select if Jodderdetermines, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

All purchases by Client final and are non-refundable. Client acknowledges and agrees it is purchasing Jodder’s services for a period equal to the Term of the Agreement. On a monthly basis, Client agrees to pay Jodder the amounts for the subscription package identified by Client on the Application. Client agreesit will provide current, complete, and accurate billing and account information.

Client authorizes Jodder to make monthly regularly scheduled charges to the credit card provided as part of the Application. A receipt for each payment will be provided to Client and thecharge will appear on Client’s credit card statement. Client agrees no prior-notification will be providedunless the date or amount changes, in which case you will receive notice from us at least ten (10) daysprior to the payment being collected.

Clientagrees to pay all charges at the prices then in effect for Client purchases and any applicable shipping fees, and Client authorizes Jodder to charge Client chosen payment provider for any such amounts upon placing Client order. Client understands the authorization provided under this section of the Agreement will remain in effect until Client cancels it in writing, and Client agrees to notify Jodder in writing of any changes in their account information or termination of thisauthorization at least fifteen (15) days prior to the next billing date. If the above noted payment dates fallon a weekend or holiday, Client understands the payments may be executed on the next business day. Client acknowledges the origination of credit card transactions to my account must comply with theprovisions of U.S. law. Client certifies they are an authorized user of thecredit card and will not dispute thesescheduled transactions; so long as the transactions correspond to the terms indicated in this section.

Sales tax will be added to the price of purchases as deemed required by Jodder. Jodder may change prices at any time for any reason, upon providing Client 30 days written notice of such change. All payments shall be in US dollars.

6. CANCELLATION

Subject to payment of amounts owed through the Current Term, Client can cancel Client’s use of the Services at any time by providing Jodder with at least 30 days advance written notice at the address listed below and payment of the Termination Fee described in Section 14 below.

If Client are unsatisfied with our Services, please email Jodder at SocialExperts@jodder.com or call Jodder at (+1)8446956337.

7. PROHIBITED ACTIVITIES

Client may not access or use the Services for any purpose other than that for which Jodder make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Jodder.

As a user of the Services, Clientagrees not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Jodder.
  • Trick, defraud, or mislead Jodder and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the user or copying of any Content or enforce limitations on the user of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, Jodder and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted Jodder and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the Jodder, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to Client.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized uses of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with Jodder or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

8. JODDER GENERATED CONTRIBUTIONS

The Services may invite Client to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide Client with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Jodder or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions Client transmit may be treated as non-confidential and non-proprietary. When Clientcreates or make available any Contributions, Client thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Client Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • Clientis the creator and owner of or has the necessary licenses, rights, consents, releases, and permissions to Jodder and to authorize Jodder, the Services, and other users of the Services to JodderClient Contributions in any manner contemplated by this Agreement.
  • Clienthas the written consent, release, and/or permission of each and every identifiable individual person in Client Contributions to Jodder the name or likeness of each and every such identifiable individual person to enable inclusion and use of Client Contributions in any manner contemplated by the Services and these Agreement.
  • Client Contributions are not false, inaccurate, or misleading.
  • Client Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Client Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Jodder).
  • Client Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Client Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Client Contributions do not violate any applicable law, regulation, or rule.
  • Client Contributions do not violate the privacy or publicity rights of any third party.
  • Client Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Client Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Client Contributions do not otherwise violate, or link to material that violates, any provision of these Agreement, or any applicable law or regulation.
Any user of the Services in violation of the foregoing violates the Agreement and may result in, among other things, termination or suspension of Client rights to use the Services.

9. CONTRIBUTION LICENSE

By posting Client Contributions to any part of the Services or making Contributions accessible to the Services by linking Client account from the Services to any of Client social networking accounts, Client automatically grant, and Client represent and warrant that Client have the right to grant, to usean unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, Client image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of Client name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images Client provide. Client waives all moral rights in Client Contributions, and Clientwarrants that moral rights have not otherwise been asserted in Client Contributions.

Jodder do not assert any ownership over Client Contributions. Client retains full ownership of all of Client Contributions and any intellectual property rights or other proprietary rights associated with Client Contributions. Jodder are not liable for any statements or representations in Client Contributions provided by Client in any area on the Services. Clientis solely responsible for Client Contributions to the Services and Client expressly agrees to exonerate Jodder from any and all responsibility and to refrain from any legal action against Jodder regarding Client Contributions.

Jodder have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. Jodderhas no obligation to monitor Client Contributions.

10. SOCIAL MEDIA

As part of the functionality of the Services, Client may link Client account with online accounts Client have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing Client Third-Party Account login information through the Services; or (2) allowing Jodder to access Client Third-Party Account, as is permitted under the applicable terms and conditions that govern ClientJodder of each Third-Party Account. Clientrepresents and warrant that Client are entitled to disclose Client Third-Party Account login information to Jodder and/or grant Jodder access to Client Third-Party Account, without breach by Client of any of the terms and conditions that govern ClientJodder of the applicable Third-Party Account, and without obligating Jodder to pay any fees or making Jodder subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting Jodder access to any Third-Party Accounts, Client understand that (1) Jodder may access, make available, and store (if applicable) any content that Client have provided to and stored in Client Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via Client account, including without limitation any friend lists and (2) Jodder may submit to and receive from Client Third-Party Account additional information to the extent Client are notified when Client link Client account with the Third-Party Account. Depending on the Third-Party Accounts Client choose and subject to the privacy settings that Client have set in such Third-Party Accounts, personally identifiable information that Client post to Client Third-Party Accounts may be available on and through Client account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. Client will have the ability to disable the connection between Client account on the Services and Client Third-Party Accounts at any time. PLEASE NOTE THAT CLIENT RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH CLIENT THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY CLIENT AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Joddermakes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Jodder are not responsible for any Social Network Content. Client acknowledges and agree that Jodder may access Client email address book associated with a Third-Party Account and Client contacts list stored on Client mobile device or tablet computer solely for purposes of identifying and informing Client of those contacts who have also registered to Jodder the Services. Client can deactivate the connection between the Services and Client Third-Party Account by contacting Jodder using the contact information below or through Client account settings (if applicable). Jodder will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with Client account.

11. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or Client may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Jodder, and Jodderis not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the Jodder or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Jodder. If Clientdecides to leave the Services and access the Third-Party Websites or to Jodder or install any Third-Party Content, Client do so at Client own risk, and Client should be aware these Agreement no longer govern. Client should review the applicable terms and policies, including privacy and data gathering practices, of any website to which Client navigate from the Services or relating to any applications ClientJodder or install from the Services. Any purchases Clientmakes through Third-Party Websites will be through other websites and from other companies, and Jodder takes no responsibility whatsoever in relation to such purchases which are exclusively between Client and the applicable third party. Client agrees and acknowledges that Jodder does not endorse the products or services offered on Third-Party Websites and Client shall hold Jodder blameless from any harm caused by Client purchase of such products or services. Additionally, Client shall hold Jodder blameless from any losses sustained by Client or harm caused to Client relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

12. SERVICES MANAGEMENT

Jodder reserve the right, but not the obligation, to:

(1) monitor the Services for violations of these Agreement;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Agreement, including without limitation, reporting such Jodder to law enforcement authorities;

(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Client Contributions or any portion thereof;

(4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

(5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY

Jodder cares about data privacy and security. Please review our Privacy Policy: https://www.jodder.com/privacy. By using the Services, Client agrees to be bound by our Privacy Policy, which is incorporated into these Agreement. Please be advised the Services are hosted in the United States. If Client access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through Client continued use of the Services, Client are transferring Client data to the United States, and Client expressly consent to have Client data transferred to and processed in the United States.

14. TERM AND TERMINATION

This Agreement shall remain in full force and effect for a one-year period beginning on the Effective Date (the “Initial Term”). At the expiration of the Initial Term, this Agreement will automatically renew for successive one-year periods (each a “Renewal Term” and collective with the Initial Term shall be referred to as the “Term”), unless a party provides notice to the other party. Either party may terminate this Agreement at any time, with or without cause, upon 30 days’ written notice to the other party, unless otherwise specified in this Agreement.

Either party, in its sole discretion, may terminate this Agreement at any time, with or without cause, by providing at least 30 days’ prior written notice to the other party. Notwithstanding the forgoing, if Client elects to terminate without cause under this Section, Client shall, upon furnishing notice of termination, pay to Jodder a termination fee in an amount equal to Client’s current monthly fee multiplied by the number of months left in the Term (“Termination Fee”). The parties intend the Termination Fee to be liquidated damages constituting compensation, and not a penalty. The parties acknowledge and agree that damages resulting from termination pursuant to this Section would be impossible or very difficult to accurately estimate, and that the Termination Fee is a reasonable estimate of the anticipated or actual harm that may arise from such termination. The terminating party’s payment of the Termination Fee is the terminating party’s sole liability and entire obligation and the non-terminating party’s exclusive remedy for any termination by the terminating party under this Section.

This Agreement shall remain in full force and effect while Clientuses the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE AGREEMENT, JODDER RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND JODDER OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION. JODDER MAY TERMINATE CLIENTUSE OR PARTICIPATION IN THE SERVICES OR DELETE CLIENT ACCOUNT AND ANY CONTENT OR INFORMATION THAT CLIENT POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If Jodder terminates or suspend Client account for any reason, Clientis prohibited from registering and creating a new account under Client name, a fake or borrowed name, or the name of any third party, even if Client may be acting on behalf of the third party. In addition to terminating or suspendingClient account, Jodder reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. MODIFICATIONS AND INTERRUPTIONS

Jodder reserves the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, Jodder has no obligation to update any information on our Services. Jodder will not be liable to Client or any third party for any modification, price change, suspension, or discontinuance of the Services.

Jodder cannot guarantee the Services will be available at all times. Jodder may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. Jodderreserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to Client. Clientagrees that Jodderhas no liability whatsoever for any loss, damage, or inconvenience caused by Client inability to access or Jodder the Services during any downtime or discontinuance of the Services. Nothing in these Agreement will be construed to obligate Jodder to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Supplemental terms and conditions or documents that may be posted related to the Services from time to time and are hereby expressly incorporated herein by reference. Jodder reserves the right, in its sole discretion, to make changes or modifications to the terms of this Agreement at any time and for any reason. Jodder will alert Client about any changes by updating the “Last updated” date to this Agreement, and Clientexpressly waives any right to receive specific notice of each such change. It is Client responsibility to periodically review this Agreement to stay informed of updates. Client will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by Client continued Jodder of the Services after the date such revised Legal Terms are posted.

16. GOVERNING LAW

ThisAgreement and Client’suse of the Services are governed by and construed in accordance with the laws of the State of South Dakota applicable to agreements made and to be entirely performed within the State of South Dakota, without regard to its conflict of law principles.

17. DISPUTE RESOLUTION

Any legal action of whatever nature brought by either Client or Jodder (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Minnehaha, South Dakota, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Agreement. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose.

18. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Jodder reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. CLIENT AGREE THAT CLIENTJODDER OF THE SERVICES WILL BE AT CLIENT SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, JODDER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND CLIENTJODDER THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JODDER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND JODDER WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CLIENT ACCESS TO AND JODDER OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR JODDER OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE JODDER OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. JODDER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND JODDER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CLIENT AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, CLIENT SHOULD JODDERCLIENT BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY

IN NO EVENT WILL JODDER OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM CLIENTJODDER OF THE SERVICES, EVEN IF JODDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CLIENT FOR ANY CAJODDER WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO CLIENT, AND CLIENT MAY HAVE ADDITIONAL RIGHTS.

21. INDEMNIFICATION

Client agrees to defend, indemnify, and hold Jodder harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

(1) Client Contributions;

(2) use of the Services;

(3) breach of these Agreement;

(4) any breach of Client representations and warranties set forth in these Agreement;

(5) Client violation of the rights of a third party, including but not limited to intellectual property rights; or

(6) any overt harmful act toward any other Jodder of the Services with whom Client connected via the Services. Notwithstanding the foregoing, Jodder reserve the right, at Client expense, to assume the exclusive defense and control of any matter for which Client are required to indemnify Jodder, and Client agree to cooperate, at Client expense, with our defense of such claims. Jodder will Jodder reasonable efforts to notify Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. JODDER DATA

Jodder will maintain certain data that Clienttransmits to the Services for the purpose of managing the performance of the Services, as well as data relating to ClientJodder of the Services. Although Jodderperforms regular routine backups of data, Clientis solely responsible for all data that Clienttransmits or that relates to any activity Client have undertaken using the Services. Clientagrees that Jodder shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against Jodder arising from any such loss or corruption of such data.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending Jodder emails, and completing online forms constitute electronic communications. Client consent to receive electronic communications, and Client agree that all agreements, notices, disclosures, and other communications Jodder provides to Client electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY JODDER OR VIA THE SERVICES. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. CALIFORNIA USERS AND RESIDENTS

If any complaint with Jodder is not satisfactorily resolved, Client can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. MISCELLANEOUS

These Agreement and any policies or operating rules posted by Jodder on the Services or in respect to the Services constitute the entire agreement and understanding between Client and Jodder. Our failure to exercise or enforce any right or provision of these Agreement shall not operate as a waiver of such right or provision. These Agreement operate to the fullest extent permissible by law. Jodder may assign any or all of our rights and obligations to others at any time. Jodder shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Client and Jodder as a result of thisAgreement or Jodder of the Services. Clientagrees that these Agreement will not be construed against Jodder by virtue of having drafted them. Client hereby waives any and all defenses Client may have based on the electronic form of these Agreement and the lack of signing by the parties hereto to execute these Agreement.

26. CONTACT JODDER

In order to resolve a complaint regarding the Services or to receive further information regarding Jodder of the Services, please contact Jodder at:

Jodder, LLC
747 W Mardo Cir
Sioux Falls, SD 57108
United States
Phone: (+1)8446956337
socialexperts@jodder.com

EXHIBIT A

Jodder Platform

  • Unlimited users
  • Unlimited posts
  • Unlimited social channels
  • Unlimited photos, videos and graphics storage
  • Canva and stock photos access
  • AI driven caption creation
  • Calendar and drip scheduling
  • Integrated content approval management
  • Content and conversation management
  • Data-driven reporting & analytics

Starter Package

  • Social Channels: 1
  • Monthly Posts: 5
  • Jodder Platform
  • Brand Onboarding Specialist
  • Social Calendar Strategy
  • Assigned Content Specialist
  • Custom Designed Graphics
  • Weekly Content Review
  • Reporting & Analytics

Standard Package

  • Social Channels: 2
  • Monthly Posts: 10
  • Jodder Platform
  • Brand Onboarding Specialist
  • Social Calendar Strategy
  • Assigned Content Specialist
  • Custom Designed Graphics
  • Weekly Content Review
  • Reporting & Analytics

Select Package

  • Social Channels: 4
  • Monthly Posts: 20
  • Jodder Platform
  • Brand Onboarding Specialist
  • Social Calendar Strategy
  • Assigned Content Specialist
  • Custom Designed Graphics
  • Weekly Content Review
  • Reporting & Analytics

Supreme Package

  • Social Channels: 6
  • Monthly Posts: 30
  • Jodder Platform
  • Brand Onboarding Specialist
  • Social Calendar Strategy
  • Assigned Content Specialist
  • Custom Designed Graphics
  • Weekly Content Review
  • Reporting & Analytics
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