TERMS OF SERVICE AGREEMENT

These Terms and Conditions (“Terms and Conditions”) are entered into between the Publisher and User Hook and set forth additional terms governing the business transaction established by that certain Publishing Agreement between the parties (the “Agreement Summary”). These Terms and Conditions are effective as of the Effective Date of such Agreement Summary. The Agreement Summary and these Terms and Conditions are collectively referred to hereinafter as the “Agreement”. From time to time, Publisher and User Hook may be referred to individually as a “Party” and collectively as the “Parties”.

1. User Hook’s License to the Publisher

1.1 Subject to the terms, conditions and restrictions of the Agreement, User Hook grants Publisher a limited, personal, worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of the Agreement), non-sublicensable right and license during the Term of the Agreement to access and use:

1.1.1 the User Hook SDK to integrate the User Hook Platform (the “Platform”) into the Publisher’s mobile applications (which mobile applications are referred to herein as the “Publisher Property”, “Publisher’s Property” or “Publisher’s Properties”, as applicable);

1.1.2 the Platform to serve in-app messaging products, user feedback products, and push notification products (collectively, “Products”) in the Publisher’s Properties and to enable users of Publisher’s Properties to interact with the Products and Platform; and

1.1.3 User Hook’s proprietary online web dashboard (“User Hook Dashboard”) to user, monitor, and operate the Platform in the Publisher’s Properties.

1.2 Publisher’s licensed rights may be exercised in accordance with the terms and conditions of the Agreement Summary and these Terms and Conditions.

1.3 The User Hook SDK may be downloaded from the User Hook’s website located at www.userhook.com.

2. Restrictions on User

Except for the limited license granted above, no other right, title or interest in the Intellectual Property Rights (as defined below in Section 9.1) or technology of User Hook is granted and all such rights are hereby expressly reserved. Publisher agrees to do the following with respect to the User Hook SDK, Platform, Products, User Hook Dashboard, User Hook website (“Website”), User Hook servers (“Servers”) and User Hook technology (“Technology”): (a) be in compliance with all Laws (as defined in Section 11.2); (b) to not interfere with, reverse engineer, attempt to gain unauthorized access or attempt to discover the underlying User Hook source code or structure thereto; (c) to not use them with any content or data that is known by Publisher to false, misleading, defamatory, threatening, offensive, or infringing of Intellectual Property Rights, or that contains political campaigning, commercial solicitation, mass mailings, or any form of “spam”; (d) to not purposefully submit to them any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (e) to not use any robot, spider, illegal data gathering, screen scraping or illegal extraction tools or similar illegal mechanisms with respect to them.

3. User Hooks Obligations and Services

3.1 User Hook will provide Publisher with the proprietary User Hook SDK that, once integrated into the Publisher’s Properties, will enable the serving of the Products to and the in the Publisher’s Properties and for the Publisher’s Properties to be connected to and operate with the Platform via the User Hook Dashboard (collectively, the “User Hook Services”).

3.2 User Hook will provide Publisher with access to the User Hook Dashboard so that Publisher may operate the Platform and monitor the analytics associated with the Products in the Publisher’s Properties.

3.3 User Hook will provide, enable, serve, and/or support all in-app messaging, user feedback and push notification products in the Platform.

3.4 User Hook may change or add Products to the Platform at its sole discretion and upon reasonable notice to Publisher.

3.5 User Hook shall make commercially reasonable efforts to provide technical support for issues affecting the availability and performance of the Publisher’s Properties, the User Hook SDK, the Platform and the Products.

4. Publisher’s License and Obligations

4.1 Publisher hereby grants User Hook the right, in accordance with the terms of the Agreement, a limited (exclusive or non-exclusive), non-sublicensable, worldwide license for the Term of the Agreement to operate the User Hook Services with the Publisher’s Properties and specifically to embed the Platform and the Products via the Publisher’s integration of the USer Hook SDK into the Publisher’s Properties and then to operate the Platform and the Productions in the Publisher’s Properties in conjunction with the User Hook Dashboard; provided, however, User Hook reserves the right to: (i) modify the User Hook SDK, Platform, Products and User Hook Dashboard, as necessary; or (ii) remove or substitute any Product or feature of the Platform that may be embedded within a Publisher Property.

4.2 Publisher agrees to comply with User Hook’s Privacy Policy and Terms of Service and to modify and amend Publisher’s privacy policy, terms of service and end user license agreement to notify the end user of the embedding of the User Hook Platform and operation of the Products within the Publisher’s Properties and the operation of the Platform and Products, as well as the subsequent interaction with the Publisher’s end users, as well as that information collected by or shared with User Hook is subject to User Hook’s privacy policy.

4.3 Publisher shall make commercially reasonable efforts to provide technical support for issues affecting the availability and performance of the Publisher’s Properties, the User Hook SDK, the Platform and the Products.

4.4 Publisher agrees that the Publisher’s Properties and Publisher’s Products will not contain any: pornography; adult-oriented content; content promoting illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes, investment opportunities or advice not permitted by law; content that is libelous, defamatory or otherwise unlawful; or links to any of the foregoing content; except that the foregoing restrictions will not apply to any third-party content on or within any message boards, user comments or other unedited user-generated areas of the Properties.

4.5 Publisher will make commercially reasonable efforts to integrate the User Hook SDK into each applicable Publisher Property: (i) in accordance with terms and conditions of this Agreement and the written integration guidelines provided by User Hook, (ii) such that it enables, embeds, receives and tracks the Products per the specifications provided in the guidelines and relays all data as specified.; and (iii) does not purposefully compromise or restrict User Hook’s ability to deliver the Products or track or report thereon, or otherwise permit the disabling or circumvention of the Products or the tracking or reporting thereon. Publisher will make commercially reasonable efforts to implement any User Hook SDK updates or patches within such reasonable period of time as User Hook may request from time to time. Publisher will manage all aspects of the integration of the User Hook SDK into the Properties, including all quality control and other testing necessary to ensure proper delivery of the Products to and in the Publisher’s Properties. Notwithstanding the foregoing, if Publisher fails to integrate the User Hook SDK into a Publisher Property in a manner that is in accordance with User Hook’s written instructions, or fails to implement updates or patches provided by User Hook to Publisher, User Hook shall not be liable for any losses incurred as a result of such, including, without limitation, any end user dissatisfaction.

5. Publisher Payment Terms

5.1 Publisher’s account will automatically be charged for any applicable fees on: (i) the first of the month for Publishers with a month-to-month plan, (ii) the first of the year for Publishers with a yearly plan.

5.2 If Publisher payment is not received at time of billing, User Hook reserves the right to deactivate Publisher’s access to the Platform until payment is received.

6. Marketing and Promotion

6.1 User Hook may, in its sole discretion, refer to Publisher and the Publisher’s Properties in User Hook’s corporate website, marketing materials and in discussions with the industry press, as well as issuing a press release referencing Publisher’s membership in the User Hook publisher’s network. With the exception of the foregoing, each Party agrees to provide to the other Party, for the other Party’s prior review and written approval, which will not be unreasonably denied or withheld, all other press releases or public announcements which mention the other Party or refer to this Agreement.

6.2 Publisher grants User Hook a worldwide, non-exclusive, royalty-free license for the Term: (a) to reasonably modify, for formatting purposes only, any Publisher marketing materials that Publisher may provide to User Hook during the Term (provided that User Hook does not alter in any way the description of a Publisher’s Property’s features or capabilities) in order to create its own sell sheets and promotional materials related to the Publisher’s Properties: (b) to use and reproduce Publisher’s trademarks, the Publisher’s Properties trademarks and any screenshots from a Publisher’s Property on User Hook’s website, on sell sheets and in other promotional materials or any other User Hook marketing materials, in accordance with any Publisher trademark usage guidelines timely notified by Publisher.

7. Term and Termination

7.1 The term of this Agreement begins on the Effective Date and will remain in effect for the “Initial Term” (as such term is defined in the “Key Terms” of the Agreement Summary). Thereafter, the Initial Term will automatically be renewed for successive “Renewal Terms” (as such term is defined in the “Key Terms” of the Agreement Summary), unless either party provides the other with written notice of non-renewal no less than sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and any Renewal Term are collectively referred to as the “Term”.

7.2 Either party may terminate this Agreement on written notice, effective immediately upon a material breach of any term of this Agreement by the other party, if the non-breaching party has given written notice of the breach and the other party failed to cure the breach within ten (10) business days of such written notice of breach being delivered or deemed delivered.

7.3 Either party may terminate this agreement for its convenience on sixty (60) days prior written notice.

7.4 With respect to the User Hook Terms of Service and Privacy Policy, such documents may be updated, modified and/or changed from time to time, and, in the event that such update, modification or change occurs, then User Hook will send the revised version(s) to Publisher for their reference; provided, however, that if the Publisher disagrees with the changes made by User Hook, Publisher shall have the right to terminate this Agreement within five (5) business days from receipt of such revised versions of the privacy policy and/or terms of service. Failure of Publisher to terminate this Agreement within the aforementioned five (5) business days shall be deemed as acceptance of the revised Privacy Policy and/or Terms of Service (as applicable).

7.5 User Hook reserves the right to terminate this Agreement upon notice to the Publisher, if User Hook discovers that Publisher has not conformed its privacy policy, terms of service, and end user license agreement to allow the actions and activities set forth under the User Hook Privacy Policy, Terms of Service, and the planned for User Hook activities and services hereunder.

8. Confidentiality/Complete Agreement

This details the entire agreement between the parties and cannot be amended in any way except in writing executed by the individual representatives signing this agreement. This agreement contains privileged and confidential information intended only for the use of the Publisher and User Hook. By receipt of this agreement the Publisher agrees not to disseminate any aspect of its contents.

9. Ownership, Data & Data Security

9.1 As between User Hook and the Publisher, (i) Publisher owns all right, title and interest in and to the Publisher’s Properties (except for the User Hook SDK, Platform and Products embedded within the Publisher Properties) and any and all related Intellectual Property Rights; and (ii) User Hook owns all right, title and interest in and to the User Hook SDK, Platform, Products, User Hook Dashboard, Website, Servers and/or Technology and any and all related Intellectual Property Rights. “Intellectual Property Rights” means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction in the world, including any applications and registrations for any of the foregoing. Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by a party to the other party under this Agreement, whether by implication, estoppel or otherwise, except as set forth in this Agreement.

9.2 Publisher shall own the specific, as well as the personal information of end users, collected by User Hook through the Platform with respect to the Publisher’s Properties and Products.

9.3 User Hook shall own the aggregated data collected by User Hook through the Platform. User Hook shall be free to use aggregated data in any manner that does not directly or indirectly identify Publisher or any individual person.

10. Representations and Warranties

10.1 The parties each warrant and represent to the other party that: (i) it has the corporate power and authority to grant the rights and licenses granted herein and perform the obligations to which it commits herein; (ii) the execution of the Agreement by the person representing it will be sufficient to render the Agreement binding upon it; and (iii) neither its performance hereunder nor the exercise by the other party of rights granted by the warranting party hereunder will, to its knowledge, violate any Laws or the terms of any other agreement to which the warranting party is or becomes a party. No party approval of any material submitted by the other Party will relieve the submitting party’s responsibility under this Agreement.

10.2 Publisher represents and warrants to User Hook that: (i) this Agreement is valid, binding and enforceable against it in accordance with its terms; (ii) the Publisher’s Properties and Products do not knowingly contain any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or perform any other harmful actions; (iii) the Publisher’s Properties and Products do not knowingly contain any content that is false, misleading, fraudulent, defamatory, libelous or, to Publisher’s knowledge (in the exercise of reasonable prudence), an invasive of another’s privacy; (iv) to Publisher’s knowledge (in the exercise of reasonable prudence and without any duty to perform patent searches), the Publisher’s Properties and its Products do not violate, misappropriate or infringe any Intellectual Property Rights or rights of privacy or publicity of any third party; (v) the Publisher’s Properties and Products do not display any content that is obscene, promotes illegal drugs, violence or criminal activity or otherwise prohibited by Law; (vi) it will comply with all laws in the performance of this Agreement and the use of data or end user personal information gained under this Agreement; (vii) it will abide by all of the restrictions, covenants, and obligations set forth in this Agreement; (viii) it will maintain and comply with its published privacy policy and end user license agreement (as applicable), and collect, use and disclose all personal information in accordance with its published privacy policy, terms of service, end user license agreement, and the User Hook Privacy Policy and Terms of Service, and all applicable Laws; (ix) any end user personal information provided by User Hook to Publisher or collected by Publisher from the end user shall be maintained and secured in a confidential manner; and

10.3 User Hook represents and warrants to Publisher that: (i) this Agreement is valid, binding and enforceable against it in accordance with its terms; (ii) the User Hook SDK, Platform, User Hook Dashboard, Website, Servers, Technology, User Hook Services and Products do not knowingly contain any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or perform any other harmful actions; (iii) the User Hook SDK, Platform, User Hook Dashboard, Website, Servers, Technology, User Hook Services and Products do not knowingly contain any content that is false, misleading, fraudulent, defamatory, libelous or, to Publisher’s knowledge (in the exercise of reasonable prudence), invasive of another’s privacy; (iv) the User Hook SDK, Platform, User Hook Dashboard, Website, Servers, Technology, User Hook Services and Products do not violate, misappropriate or infringe any Intellectual Property Rights or rights of privacy or publicity of any third party; (v) the User Hook SDK, Platform, User Hook Dashboard, Website, Servers, Technology, User Hook Services and Products shall not display any content that is obscene, promotes illegal drugs, violence or criminal activity or otherwise prohibited by law (unless such is approved by Publisher); (vi) it will comply with all laws in the performance of this Agreement and the use of data or end user personal information gained under this Agreement; (vi) any end user personal information provided by Publisher to User Hook or collected by User Hook from the end user shall be maintained and secured in a confidential manner (vii) it will abide by all of the restrictions, covenants and obligations set forth in this Agreement; and (viii) it will maintain and comply with its published privacy policy and collect, use and disclose all end user data in accordance with its published privacy policy and all applicable Laws.

11. Disclaimer

EXCEPT AS SET FORTH IN THE SECTION ABOVE, EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THIS AGREEMENT, THE USER HOOK SDK, PLATFORM, USER HOOK DASHBOARD, WEBSITE, SERVERS, TECHNOLOGY, PUBLISHER’S PROPERTIES, AND THE PRODUCTS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT A PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) IMPLIED WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE UNDER THE UCC. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnity

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this agreement.

13. Force Majeure

Notwithstanding anything contained in this agreement, if total or partial performance of this agreement is delayed or rendered impossible due to circumstance beyond User Hook's control including war, hostilities, rebellion, strikes, jurisdiction of any court or other judicial body of competent jurisdiction, unavailability of materials, acts of God, acts of government or other prevailing authorities, then such non-compliance shall be deemed not to constitute a breach of this agreement by User Hook. As User Hook utilizes third party servers and services, it cannot ensure against occasion outage or disruption.

Last Updated: June 27, 2016

Please report any and all violations of this TOS to Cullaboration Media, LLC as follows:

Email:        info@cullaboration.com