1. Scope and Access

This Agreement sets forth master terms that govern Client’ s access to and use of Hector’ s services, which include its digital advertising platform and related services, and other related offerings that may be provided by Hector from time to time(“Services”).The Services include without limitation“ Marketplace Advertising Services”.

1. Access

Hector shall provide Client with non - transferable access credentials for the Services.Client shall not(i) misrepresent or mask identities when using the Services or seeking access credentials; (ii) select or use as a username a name subject to any rights of a person or entity other than Client without appropriate authorization; or(iii) select or use, as Client’ s username, a name that is otherwise offensive, vulgar or obscene.Client shall safeguard all access credentials provided by Hector and shall ensure the confidentiality and security thereof.To the extent Client is a corporate entity rather than an individual, Client shall require its users to comply with all laws and this Agreement.Client acknowledges that it shall be fully responsible for any acts or omissions of its users, whether authorized or unauthorized.Hector may update the manner of accessing the Services in its discretion.

2. Fees and Payment

1. Fees

Client shall pay to Hector the Fees on a monthly basis as set forth in the applicable Order Form(“Fees”).Unless otherwise specified in the Order Form or by other written agreement between Hector and the Client; Hector Fees will be calculated by determining the level of Client’ s aggregate monthly advertising spend(“Ad Spend”) in Hector managed Channels; the number of advertising platforms(“Channels”) that Hector manages on behalf of the Client; and / or the level Service agreed upon by Hector with the Client; which will collectively determine the Pricing Tier and the resulting monthly Fee.If the Client is determined by Hector to qualify for a change in Fees as established by the Pricing Tiers in the Order Form; Clients will be automatically subject to changes in Fees in their next billing cycle, which may be without notice.For the avoidance of doubt, such Fees may include a variable processing and charging fee for demand side platform / media purchase Services.Unless otherwise set forth in an Order Form, all fees shall be due in advance of Services rendered, and shall be non - cancellable and non - refundable.In the event that any Fees are not timely received, any overdue payments shall be subject to interest charges computed at a periodic rate(to the maximum extent permitted by law) of 1.5 % per month(18 % per year) and Client shall pay all associated collection costs, including without limitation collection, court and attorneys’ fees.Hector reserves the right to suspend or terminate Client’ s access to any or all Services if Fees are past due.

2. Payment

Client acknowledges that Hector may use a third - party payment processing service(“Processor”), which services may be subject to separate terms of use and privacy policies(“Processor Agreements”).Client authorizes Hector to provide its payment, transaction and other related information to such Processors, and agrees to keep a valid and updated credit card on file in order to facilitate the same.Client agrees to be bound by the Processor Agreements and bear any Processor charges.Hector is not responsible for the acts and omissions of any Processor

3. Taxes

Hector’ s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value - added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever(“Taxes”).Client is responsible for paying all Taxes associated with Client’ s payments hereunder.If Hector has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 2.3, Hector will invoice Client and Client will pay that amount unless Client provides Hector with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Intellectual Property

1. License to Client Materials

Client grants Hector a worldwide, non - exclusive license during the Term to copy, use, transmit and display its usage data and other materials provided to it by Client(“Client Materials”) as necessary for Hector to provide the Services and for Hector’ s other business purposes.Client shall further provide to Hector all marketplace and e - commerce platform credentials necessary to provide the Services.

2. License to Services

Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, Hector grants Client a limited, revocable, non - exclusive, non - sublicensable, non - transferable right and license to use the Services.

3. Reservation of Rights

Subject to the limited license granted hereunder, Hector and Hector’ s licensors own and reserve all of their respective right, title and interest in and to the Services, including, without limitation, all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know - how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof(“Hector Materials”).

4. Feedback

Client is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Services("Feedback”). However, if Client does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Hector upon its creation.

5. Usage Restrictions

Client will not(a) make the Service available to anyone other than users, or use the Service for the benefit of anyone other than Client, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third - party intellectual property, publicity or privacy rights, (d) use the Service to store or transmit any virus, malware or other malicious code, (e) interfere with or disrupt the integrity or performance of the Service or data contained therein, (f) attempt to gain unauthorized access to the Service or any related systems or networks, (g) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, (h) copy the Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Service, (j) access the Service in order to build a competitive or substantially similar product or service, (k) reverse engineer decompile, disassemble, mimic or screen - scrape the Service; (l) create any derivative work based on the Service except as expressly authorized herein; or(m) obscure, remove or alter any proprietary rights or other notices on the Service.Notwithstanding anything to the contrary herein, Hector may, in its sole discretion, immediately revoke the grant of rights contemplated in Section 3.2 if Client breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns.Client hereby agrees that Hector will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Client’ s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

6. Technical Restrictions

Client shall not exceed the access to or use of Services detailed in the relevant documentation or as otherwise provided by Hector in an Order Form.If Hector believes that Client has attempted to exceed or circumvent these limitations, Hector may suspend or block Client’ s access to the Services.Hector may monitor Client’ s use of the Services, including to ensure Client’ s compliance with this Agreement.

7. Third Party Materials

Services may utilize third party software or source code, including without limitation Open Source Software and APIs and other software and data from third party e - commerce platforms or advertising technology companies(“Third Party Materials”).Hector has no control over Third Party Materials.Accordingly, Hector is not responsible or liable for any Third Party Materials.While Hector has no obligation to monitor Third Party Materials, Hector may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law.Client agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.

4. Confidentiality and Privacy

1. Confidentiality

Each Party agrees that the business, technical and financial information of the other Party that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and / or the manner or means of disclosure, shall be the confidential property of the disclosing Party(“Confidential Information”).Hector’ s Confidential Information includes the Hector Materials.Each Party shall use a reasonable degree of care to safeguard the other Party’ s Confidential Information in its possession or control.Confidential Information does not include information that a Party can show by pre - existing written evidence(i) was previously rightfully known to the receiving Party without restriction on disclosure; (ii) is or becomes known to the general public, through no fault or breach on the part of the receiving Party; (iii) is disclosed to the receiving Party by a third party without breach of any separate nondisclosure obligation; (iv) is independently developed by the receiving Party; or(v) is required to be disclosed pursuant to a judicial order or third party subpoena provided that the receiving Party provides written notice to the disclosing Party in order for the disclosing Party to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena.Neither Party shall disclose the terms of this Agreement, except as required by law, or to its potential investors, investors, attorneys and other professional advisors bound to obligations of confidentiality at least as restrictive as those contained herein.The Parties hereby agree that the disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of the receiving Party’ s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

2. Privacy

Notwithstanding anything to the contrary herein, Hector may collect, use and retain data derived from performance of the Services, Client’ s use of the Services, the Client Materials and Client Services for the performance of its obligations hereunder, for its business purposes or as otherwise permitted by applicable law.For the avoidance of doubt, such information shall include without limitation account information, activities performed while using the Services, and information concerning customer orders, inventory turnover, sales, refunds, product information, key words and pricing.All such uses will be accordance with Hector’ s Privacy Policy, located at Hectorai.live / terms - and - conditions.