MASTER SERVICE AGREEMENT

Effective Date: September 5, 2024
Last Updated: September 5, 2024

The website (the "Site") and professional services ("Professional Services"; together with the Site, the "Services") are provided to you by Become Unmistakable, LLC (hereinafter sometimes referred to as "BUL" or "we" or "us" or "our" or similar terms). Access to and use of the Services, including, without limitation, the services and documentation available at the Site, are subject to the terms and conditions as set forth in herein ("Terms and Conditions"). By clicking “I agree” (or “I consent”) or otherwise by accessing or using the Services or downloading materials from the Site, you agree to be legally bound by these Terms and Conditions without modification. No other contract or terms concerning use of the Services may be created in any other manner, including by means of your purchase orders or similar documents (even if signed or acknowledged by BUL). Please review these Terms and Conditions carefully. If you do not agree to these Terms and Conditions, you may not use the Services. Throughout these terms and conditions, the terms "you" or "your" refer to the person or entity purchasing a license or licenses to access and use the Site and purchasing and receiving the Professional Services ("Purchasing Party") pursuant to a written proposal or order form executed by the parties (an "Order Form"), as well as each individual user granted access to use the Site under such licenses by the Purchasing Party or otherwise receiving the Professional Services (an "authorized user").

1. Your Agreement
The Site is owned and operated by BUL and is made available to you only for informational and business purposes. By accessing or using the Site, you are further agreeing that your use of the Site is at your own risk. You should visit this page periodically to review the most current Terms and Conditions.

2. Your Use of Site
Subject to the Order Form and these Terms and Conditions (collectively, this "Agreement"), BUL grants you a limited, non-transferable, non-exclusive right to access and use the Site as a hosted service via a web browser for your internal business use only. Any other use of Site Content (defined below), without the prior written permission of BUL is prohibited. You may not sell, transfer or assign any rights, content or materials provided by BUL via the Site without the express written consent of BUL. The total number of authorized users will not exceed the number of licenses set forth in the initial Order Form, except as expressly agreed to in writing by the parties in a subsequent Order Form and subject to any appropriate adjustment of the fees payable hereunder.

BUL retains all rights and controls over the Site, including, without limitation the Site Content, and only make it available for access. Unless otherwise specified, you may not modify, copy, distribute, transmit, reproduce, publish, license or sublicense, create derivative works from, transfer, or sell any information, software, text, images, or other content of any type ("Site Content") obtained from the Site.

You may not use, store, display, publish, transmit, distribute, modify, reproduce, create derivative works of, participate in the transfer or sale of, publicly perform, or in any way exploit any of the Site, including the Site Content, in whole or in part, outside of the specific usage rights granted to you by BUL as described in these Terms and Conditions. You may not use the Site in any manner that interferes with BUL's normal operations or with the use and enjoyment of another user. You agree to use the Site and the services only for their intended lawful purpose and in accordance with applicable laws.

3. Changes
BUL reserves the right to suspend, cancel or discontinue the Site or any feature provided on the Site in whole or in part, or with respect to any authorized user at any time without providing notice and without being liable to any authorized user. BUL will make commercially reasonable efforts to make the Site available during the timeframe as set forth in the Order Form, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond BUL’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, material shortages, delays in transportation, strikes or other labor problems, Internet service provider failure or delays, or denial of service attacks.

4. Posting/Transmitting Content on/through the Site
Any communication or material, other than your personal information, submitted to the Site by electronic means is the subject of a non-exclusive license by you to BUL and is considered to be non-confidential and non-proprietary. Such communication may include without limitation questions, comments, suggestions and ideas. BUL shall be free to use them for any purpose whatsoever without restriction or compensation. Your personal information may be used and disclosed as set in the current BUL Privacy Policy, including by disclosure of personal information submitted by you in connection with the BUL uMapTM brand tools and services available through the Site.

5. Prohibited Conduct
You agree that you will use the Site in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You will not, shall not authorize, or shall not encourage any third party to: (i) use the Site for any fraudulent or inappropriate purpose; (ii) to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is other objectionable as reasonably determined by BUL; (iii) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Site; (iv) resell, duplicate, make derivative works of, reproduce or exploit any part of the Site without express written permission of BUL; (v) rent, lease, distribute or resell the Site, or use the Site for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Site; (vi) decipher, decompile, hack, delete, augment, alter, disassemble or reverse engineer any of the software comprising or in any way used or downloaded from the Site. In addition, the following are all prohibited: (a) framing, (b) using engines, tools, software bots and other automated devices to search the Site; (c) aggregating, copying or duplicating material or information provided on the Site beyond the scope permitted herein; and/or (d) using the Site in any way to engage in misappropriation of trade secrets, tortious interference or any other tortious, illegal or improper activity.

6. Third-Party Sites and Services
A. Third-Party Sites
The Site will not normally contain links to other sites, but in the event that such links are included, please be aware that we do not endorse or otherwise accept responsibility for the content or privacy policies of those sites. You acknowledge that such other sites or locations are not under the control of BUL and you agree that BUL shall not be responsible for any information or additional links found at such other site or location, or for your use of such information. BUL has not endorsed, tested, or verified any information or programs found at such sites.

B. Third-Party Sites
Certain features of the Site may be provided by third-party service providers. Access and use of such third-party services may require acceptance of the policies of such service providers. You acknowledge that such policies are between you and such third-party provider.

7. Removal from Site
BUL reserves the right to immediately terminate your access to the Site without notice or opportunity to cure if you fail to abide this Agreement.

8. Professional Services

A. Scope of Professional Services
Professional Services may include (a) training, workshops, coaching, implementations, facilitations, and similar services, (b) customizations and integrations of the Site, and (c) such other services mutually agreed between the parties and set forth in an Order Form, but excluding, for the avoidance of doubt, such services available through access and use of the Site. BUL shall provide the Professional Services to you set out in the initial Order Form. Additional Order Form(s) for Professional Services shall be deemed issued and accepted only if signed by the parties.

B. Purchasing Party Obligations
You shall designate one of your employees or agents to serve as your primary contact with respect to this Agreement and to act as your authorized representative with respect to matters pertaining to this Agreement (the "Contract Manager"), with such designation to remain in force unless and until a successor Contract Manager is appointed. Your Contract Manager shall respond promptly to any reasonable requests from BUL for instructions, information, or approvals required by BUL to provide the Professional Services.

9. Fees and Payment

A. Fees
The Purchasing Party shall pay BUL the fees set forth in the Order Form ("Fees") in accordance with the Order Form and this Section 9. Except as provided in Section 16.B., all Fees are nonrefundable.

B. Taxes
All Fees and other amounts payable under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, the Purchasing Party is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by such party hereunder, other than any taxes imposed on BUL's income.

C. Payment
As provided in the Order Form(s), all Fees for access and use of the Site are annual or multi-year subscriptions. The Purchasing Party shall pay all Fees when due. Fees for the Initial Term and any Renewal Term shall be paid within thirty (30) days of receipt of BUL's invoice for the same. The Purchasing Party shall make payments to the address or account specified in the Order Form or such other address or account as BUL may specify in writing from time to time. Access to the Site will be granted only upon payment of Fees, or first installment of Fees.

D. Late Payment
If the Purchasing Party fails to make any payment when due then, in addition to all other remedies that may be available: (i) BUL may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) the Purchasing Party shall reimburse BUL for all costs incurred by BUL in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days following written notice thereof, BUL may suspend the Site until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension.

E. Fee Increases
BUL may increase Fees for access and use of the Site for any contract year after the Initial Term, including any contract year of any Renewal Term, by providing written notice to the Purchasing Party at least thirty (30) days prior to the commencement of such Renewal Term, and the Order Form will be deemed amended accordingly. BUL may increase Fees for Professional Services at any time, without notice, for any Professional Services after the initial Order Form.

10. Intellectual Property Rights
You acknowledge that BUL owns all right, title and interest in and to the Services, including, without limitation, the Site Content, and all modifications and/or enhancements to the Site and Site Content including without limitation all intellectual property rights, even if such modifications and/or enhancements are the result of Professional Services, and such rights are protected by U.S. and international intellectual property laws. Without limiting the scope and effect of the foregoing, you acknowledge and agree that BUL owns all right, title and interest in and to the copyright, trade dress, product configuration and other intellectual property rights relating to the Site, including the BUL uMapTM brand tool(s) and any derivatives thereof and/or relating to work(s) created using the Site, including the BUL uMapTM brand services.

Distribution, transmission, modification, copying, reproducing or any other type of use of the Site or the Site Content for commercial, public or private purposes is prohibited without the prior express written permission of BUL. Further, you agree that you have no right to use any trademarks, service marks or logos displayed on the Site without the prior express written permission of BUL. Except as noted herein, no right or license is granted under any copyright, patent, or trademark of BUL to any other party.

11. Disclaimer of Warranties
THE INFORMATION ON SITE OR OTHERWISE PROVIDED AS PART OF THE PROFESSIONAL SERVICES IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. BUL SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, OMISSIONS OR TECHNICAL INACCURACIES IN THE SITE OR MATERIALS PROVIDED AS PART OF THE PROFESSIONAL SERVICES. All content is subject to change. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Without limiting the foregoing, BUL neither warrants nor represents that your use of any Site Content or other BUL materials will not infringe the rights of any third parties nor that the Site Content or other materials will be accurate, complete, up-to-date or available for your use when desired. The information found on the Site and in such other BUL materials is constantly being updated. Authorized users are responsible for checking the site on a regular basis to keep up with these changes.

12. Limitation of Liability and Damages
YOUR USE OF THE SERVICES AND ANY INFORMATION PROVIDED IS AT YOUR OWN RISK. IN NO EVENT SHALL BUL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR BREACH OF SECURITY WITH RESPECT TO YOUR DATA. LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES), OR ANY DAMAGES WHATSOEVER, EVEN IF BUL HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, MATERIALS, SITE CONTENT AND USER CONTENT AVAILABLE FROM THE SERVICES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Please note that some jurisdictions may not allow the exclusion of certain damages, so some of the above exclusions may not apply to you, but shall be enforced to the fullest extent permitted under law. THE AGGREGATE LIABILITY OF BUL WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT POSSIBLE UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY BUL FROM YOU AND/OR YOUR ORGANIZATION OR EMPLOYER PURSUANT IN THE SIX (6) MONTHS PRECEDING THE IMPOSITION OF LIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.

BUL shall not be liable for any viruses, Trojan horses or other damage to computer equipment, data or software arising from your use of the Site.

13. Indemnification
You agree to indemnify, defend, and hold harmless BUL, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees and court costs resulting from: (a) any violation of these Terms and Conditions and/or (b) any activity related to your access to and use of the Services (including, but not limited to, conduct by you or any other person accessing the Site using your internet account or computer).

14. Restricted Rights
The content provided in connection with the Services may be subject to restricted rights. Use, duplication, or disclosure by the Government may be subject to restrictions imposed by applicable law. Use by the Government constitutes acknowledgement of BUL's proprietary rights therein.

15. Law and Jurisdiction
These Terms and Conditions and your use of the Services are governed by the laws of the State of Michigan, without regard to its choice of law provisions. IN NO EVENT SHALL THESE TERMS AND CONDITIONS BE SUBJECT TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. The courts of general jurisdiction located such a locale will have jurisdiction over any and all disputes arising out of, relating to, or concerning these Terms and Conditions and the Site or in which these Terms and Conditions and/or the Site are a material fact. You consent to personal jurisdiction in all courts in the State of Michigan for in any action disputes arising out of, relating to, or concerning these Terms and Conditions and the Site or in which these Terms and Conditions and/or the Site are a material fact. You also consent to personal jurisdiction of an arbitration panel or arbitrator in Michigan pursuant to Section 23 below.

16. Term and Termination
Unless earlier terminated pursuant to this section, the initial term of this Agreement shall be the term set forth in the Order Form, or if no term is set forth in the Order Form for a period of twelve (12) months upon first access or use of the Site (the "Initial Term"). This Agreement will automatically renew for consecutive twelve (12) month periods unless earlier terminated pursuant to this Section or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").

A. Termination by You
For the avoidance of doubt, this Agreement may only be terminated by written notice by an authorized representative of the Purchasing Party upon proper notice, and not by any authorized user granted access to use the Site under such licenses.

B. Termination by BUL
In addition to any other express termination right set forth elsewhere in this Agreement, BUL may terminate this Agreement, without notice to you, if the Purchasing Party fails to pay any amount when due hereunder, or breaches, or any authorized user breaches, any obligations hereunder. In addition, BUL may terminate this Agreement at any time if BUL is required to do so by law, or if BUL determines, in its sole discretion, that it is no longer commercially viable or otherwise advisable to continue offering you access to the Site, in which case the Purchasing Party will be entitled to a pro rata refund of all prepaid Fees.

C. Survival and Transfer
Upon termination of this Agreement, Sections 9-16, 18 and 23 of these Terms and Conditions shall survive, as well as any other provision necessary to preserve the intent of the parties' agreement as herein expressed. BUL shall have the right to assign or transfer any rights or licenses granted by these Terms and Conditions.

17. Modification
By providing Site Content, BUL does not promise that the Site Content will remain available to you. By using the Site, you agree to accept and abide by these Terms and Conditions. BUL may revise or modify these Terms and Conditions from time to time and post such revisions or modifications on this page. If these Terms and Conditions are revised, the revised Terms and Conditions will be posted here with the date of the most recent version posted above. Continued use of the Site after any such revision or modification constitutes your acceptance of the Terms and Conditions as so revised or modified, and the revised or modified terms will completely replace any prior version of this agreement or other legal agreement regarding the same subject matter between you and BUL.

18. Governing and Entire Agreement
Subject to the terms of the agreement(s) and or proposal(s), if any, entered into between BUL and your employer or other organization, these Terms and Conditions and the BUL Privacy Policy shall govern your legal relationship with BUL with respect to the Services and shall constitute the entire agreement between you and BUL with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral.

19. Contact Information
If you have any questions about the Site or your dealings with the Site, you can contact: support@myumap.com

20. Limitation to Adults
The use of the Services is intended to be limited to persons in the United States who have reached the age of 18 or the age of majority in such person's location, whichever is later.

21. Import and Export Compliance
You may not use or otherwise export or re-export the Site or Site Content except in compliance with U.S. laws and the laws of any other applicable jurisdiction. You represent and agree that your use of the Site and Site Content will comport with all applicable law.

22. Geographic Restrictions
The owner of the Site is based in the state of Michigan in the United States. The information you submit via the Site may be stored in a location outside the jurisdiction in which you submit it and, as such, may be stored and/or processed in a jurisdiction in which data protection and data privacy laws differ from those of the jurisdiction in which you reside or from which you submitted the information. By using the Site, you consent to such usage. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

23. Arbitration
To the extent permitted by applicable law, at BUL's sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in Michigan under the Rules of Arbitration of the American Arbitration Association applying Michigan law with the final arbitration decision being enforceable by any court of competent jurisdiction.

24. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

25. Waiver and Severability
No waiver by BUL of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BUL to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.