This Software License and Services Agreement (“Agreement”) is between the individual or entity using the Software or Services (“User”) and Local Craft Labs, Inc., a Georgia corporation (“Local Craft Labs” or “Company”). Company and User are collectively referred to as the “Parties” and individually as a “Party.”

Please read this Agreement, all applicable rules and policies relating to the Software, the Local Craft Labs Terms of Service, the Local Craft Labs Privacy Policy, and any applicable product-specific terms carefully before accessing, downloading, or using the Software or Services.

This Agreement governs User’s use of the Software and Services. If User signs or accepts an Order Form or Statement of Work, creates an account, accesses the Software, downloads the Software, or otherwise uses the Software or Services, User will be bound by this Agreement.

If User does not or cannot agree to this Agreement, User must not access, download, or use the Software or Services.

BY SIGNING OR ACCEPTING AN ORDER FORM OR STATEMENT OF WORK, CREATING AN ACCOUNT, OR USING THE SOFTWARE OR SERVICES, USER:

1. Acknowledges that User has read and understands this Agreement;

2. Represents that User is of legal age and has the authority to enter into a binding agreement; and

3. Accepts this Agreement and agrees to be legally bound by its terms.

If User accepts this Agreement on behalf of a company, organization, or other legal entity, User represents and warrants that User has authority to bind that entity. In that case, “User” includes both the individual accepting this Agreement and the applicable entity.

1. Definitions

1.1 “Change Order”

“Change Order” means a written document signed or otherwise accepted by the Parties that amends a specific Statement of Work.

1.2 “Company Materials”

“Company Materials” means all materials, systems, tools, software, source code, object code, templates, libraries, processes, methods, documentation, designs, workflows, know-how, and other Intellectual Property owned, developed, licensed, or acquired by Company before or independently of a Statement of Work.

Company Materials also include reusable components, improvements, modifications, and general knowledge developed while providing the Services that do not contain User’s Confidential Information or User-owned Intellectual Property.

1.3 “Confidential Information”

“Confidential Information” includes nonpublic information relating to a Party’s:

• Processes;

• Techniques;

• Work practices;

• Current and prospective customers;

• Suppliers and vendors;

• Business practices;

• Discoveries and inventions;

• Source code;

• Software, including the Software licensed under this Agreement;

• Product prototypes;

• Pricing;

• Strategies;

• Current and future business plans;

• Financial information;

• Marketing;

• Products and services;

• Specifications;

• Drawings;

• Sketches;

• Models;

• Samples;

• Tools;

• Technical information;

• Proprietary information;

• Trade secrets; and

• Any information marked “Confidential” or which, by its nature, a reasonable person would understand to be confidential.

Confidential Information does not include information that:

1. Was publicly available at the time of disclosure;

2. Becomes publicly available through no breach of this Agreement by the Receiver;

3. Is lawfully received from a third party that was not prohibited from disclosing the information;

4. Is independently developed by the Receiver without using or referring to the Discloser’s Confidential Information; or

5. Was lawfully known by the Receiver before receiving it from the Discloser.

1.4 “Deliverable”

“Deliverable” means an item, work product, or service that Company is expressly obligated to deliver to User under a Statement of Work.

1.5 “Discloser”

“Discloser” means the Party that discloses Confidential Information to the Receiver.

1.6 “Effective Date”

“Effective Date” means the earliest date on which User:

1. Signs or accepts an Order Form or Statement of Work;

2. Creates an account for the Software;

3. Accesses or downloads the Software; or

4. Otherwise begins using the Software or Services.

1.7 “Fees”

“Fees” means the fees payable for the Software (“Software Fees”) or Services (“Service Fees”), as applicable.

Software Fees and Service Fees may be established on a Company website, within the Software, in an Order Form, in a Statement of Work, or in another written agreement between the Parties.

1.8 “Force Majeure”

“Force Majeure” means an event beyond the reasonable control of a Party, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, pandemics, widespread internet or utility failures, cyberattacks, or failures of third-party infrastructure that could not reasonably have been prevented by the affected Party.

1.9 “Intellectual Property”

“Intellectual Property” means all registered and unregistered:

• Patents;

• Trade secrets;

• Rights to inventions;

• Copyrights and related rights;

• Trademarks;

• Trade dress;

• Service marks;

• Know-how;

• Trade names and business names;

• Domain names;

• Goodwill;

• Software;

• Source code and object code;

• Algorithms;

• User interfaces;

• Ideas;

• Concepts;

• Techniques;

• Methods;

• Design rights;

• Database rights;

• Confidentiality rights;

• Rights to sue for infringement, misappropriation, or passing off; and

• Other intellectual-property rights recognized under applicable law.

Intellectual Property includes all applications, registrations, renewals, extensions, and equivalent forms of protection existing now or created in the future anywhere in the world.

1.10 “Order Form”

“Order Form” means an online or written form, checkout process, subscription selection, proposal, purchase document, or similar record accepted by User that identifies the Software, Services, subscription, plan, Users, Fees, or other commercial terms selected by User.

1.11 “Receiver”

“Receiver” means the Party that receives Confidential Information from the Discloser.

1.12 “Services”

“Services” means professional or support services provided by Company or its subcontractors to User in connection with the Software or under an Order Form or Statement of Work.

Services may include:

• Consulting;

• Product configuration;

• Design;

• Software development;

• Website development;

• Integration services;

• Implementation;

• Data migration;

• Training;

• Technical support;

• Maintenance;

• Marketing services; and

• Other services identified in an Order Form or Statement of Work.

1.13 “Software”

“Software” means any software product, platform, website application, mobile application, service, or related technology developed, operated, or licensed by Local Craft Labs and identified in an Order Form or otherwise made available to User under this Agreement.

Software includes all related:

• Object code;

• User interfaces;

• Documentation;

• Releases;

• Modifications;

• Bug fixes;

• Patches;

• Corrections;

• Enhancements;

• Upgrades; and

• Updates.

The Software covered by a particular license will be identified in the applicable Order Form, account, product registration, or subscription selection.

1.14 “Statement of Work” or “SOW”

“Statement of Work” or “SOW” means a written document signed or otherwise accepted by the Parties that identifies:

• The Services Company will perform;

• The Deliverables Company will provide;

• The applicable Fees;

• Project responsibilities;

• Milestones;

• Acceptance criteria;

• Timelines; and

• Other project-specific terms.

1.15 “User”

“User” means an individual or entity authorized to access or use the Software or Services and possessing a corresponding account, subscription, license, or other authorization.

User may include a Company customer and that customer’s authorized employees, contractors, team members, clients, customers, collaborators, or other end users, subject to the applicable Order Form and product-specific terms.

2. License Grant

2.1 Limited License

Subject to Company’s receipt of the applicable Software Fees and User’s continued compliance with this Agreement, Company grants User a limited, nonexclusive, nontransferable, nonsublicensable, and revocable license to access and use the applicable Software during the Term.

User may use the Software only:

1. For User’s internal business or personal purposes;

2. In accordance with the applicable Order Form;

3. Within the authorized number and type of accounts or seats;

4. In accordance with product documentation and applicable policies; and

5. As otherwise expressly permitted by this Agreement.

Unless an Order Form expressly states otherwise, each account or license is assigned to one designated User and may not be shared between multiple individuals.

2.2 Authorized Users

If an Order Form permits multiple Users, User is responsible for ensuring that all authorized Users comply with this Agreement.

User is responsible for activity conducted through its accounts and for maintaining the confidentiality and security of account credentials.

User must promptly notify Company if User becomes aware of unauthorized access to or use of an account.

2.3 Suspension

Company may suspend access to the Software or Services if:

1. User materially breaches this Agreement;

2. User fails to pay Fees when due;

3. User interferes with or impedes Company’s provision of the Software or Services;

4. User’s activity creates a security, legal, operational, or reputational risk;

5. Suspension is reasonably necessary to protect Company, the Software, other users, or third parties; or

6. Company is required to suspend access by judicial or administrative order, applicable law, regulation, governmental authority, or third-party service provider.

When reasonably practical, Company will provide notice of the suspension and an opportunity to correct the underlying issue.

Company will not be liable to User for a suspension made in accordance with this Section.

2.4 Reservation of Rights

User acknowledges that the Software is licensed, not sold.

User does not acquire any ownership interest in the Software under this Agreement, an Order Form, a Statement of Work, or otherwise.

Company and its licensors retain all right, title, and interest in and to the Software and Company Materials, including all Intellectual Property rights, except for the limited rights expressly granted to User under this Agreement.

No rights are granted by implication, waiver, estoppel, or otherwise.

2.5 Changes to the Software

Company may modify, replace, suspend, or discontinue the Software or any Software feature.

When reasonably practical, Company will notify User of a material change that substantially affects User’s use of paid Software.

Company does not guarantee that any particular feature, integration, interface, workflow, or functionality will remain available.

3. Restrictions on Use

Unless expressly permitted by Company in writing, User may not, and may not permit another person or entity to:

1. Copy, reproduce, distribute, sell, resell, license, sublicense, rent, lease, assign, or transfer the Software;

2. Operate the Software as a service bureau or make it available for the benefit of an unauthorized third party;

3. Modify, translate, adapt, or create derivative works based on the Software;

4. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or underlying ideas of the Software;

5. Circumvent access controls, usage limits, account restrictions, security features, or technical protections;

6. Remove or alter copyright, trademark, attribution, or proprietary notices;

7. Scrape, crawl, probe, scan, or test the Software without Company’s written authorization;

8. Introduce malware, viruses, malicious code, or other harmful material;

9. Access or use the Software to create, train, test, or improve a competing product or service;

10. Use automated systems, bots, or scripts except through functionality expressly authorized by Company;

11. Access another User’s account or data without authorization;

12. Use the Software in violation of applicable law, the Terms of Service, the Privacy Policy, an Order Form, or product-specific terms; or

13. Help another person or entity engage in prohibited activity.

To the extent local law prohibits restricting reverse engineering for interoperability purposes, User may exercise only those rights that cannot lawfully be restricted and only after providing Company with reasonable written notice.

4. Support Services

4.1 Availability

User may purchase or receive support Services as identified in an Order Form, product plan, Statement of Work, or other written agreement.

Support availability, communication channels, response targets, and included support levels may vary by product and subscription.

4.2 Standard Support

Unless otherwise stated in an Order Form, standard support consists of technical and troubleshooting support through email during Company’s normal business hours.

Company will use commercially reasonable efforts to provide an initial response within one business day.

4.3 Priority Support

If User purchases a plan that includes priority support, Company will use commercially reasonable efforts to provide initial responses according to the following priorities:

Highest Priority

Platform-wide outages, inability to access the Software, or critical login issues:

Target initial response: four to six business hours.

Medium Priority

Bugs materially affecting functionality, transaction issues, or billing problems:

Target initial response: one business day.

Lowest Priority

Feature requests, general questions, minor display issues, and issues that do not materially prevent use of the Software:

Target initial response: two business days.

4.4 Response Targets

Support response times are targets for an initial response and are not guarantees that an issue will be resolved within the stated period.

Support Services do not include custom development, data repair, third-party platform support, or work outside the agreed scope unless expressly stated in an Order Form or Statement of Work.

Company may adjust its support offerings, classifications, communication channels, and normal business hours.

5. Deliverables

5.1 Customized Deliverables

The scope of work, acceptance criteria, ownership of Deliverables, performance milestones, payment milestones, timelines, responsibilities, and Fees may be established in a Statement of Work.

If the scope of work changes, the Parties will use good-faith efforts to negotiate corresponding changes to the Fees, Deliverables, timeline, or other terms.

Any agreed change must be documented in a Change Order.

A Statement of Work will be considered amended by each corresponding Change Order accepted by the Parties.

5.2 User Responsibilities

User will provide Company with reasonably timely:

• Information;

• Content;

• Materials;

• Decisions;

• Credentials;

• Access;

• Feedback;

• Approvals; and

• Other assistance required for Company to perform the Services.

Company is not responsible for delays caused by User’s failure to fulfill its responsibilities.

A User-caused delay may result in changes to the project schedule, Fees, availability of personnel, or delivery dates.

5.3 Subcontractors

Company may engage subcontractors or vendors to perform all or part of the Services.

Company will ensure that subcontractors with access to Confidential Information are subject to confidentiality obligations reasonably appropriate to the information involved.

Company remains responsible for:

1. Its obligations under the applicable Statement of Work; and

2. The performance of subcontractors engaged directly by Company.

Company is not responsible for third-party vendors selected, contracted, or managed directly by User.

5.4 Acceptance of Deliverables

Company will deliver each Deliverable to User upon completion.

Unless a Statement of Work specifies a different period, User will have two business days after delivery to test the Deliverable for material conformance with the applicable acceptance criteria.

Within that period, User must notify Company in writing that the Deliverable is:

1. Accepted; or

2. Rejected due to specifically identified material deficiencies.

If User does not provide written notice within the testing period, the Deliverable will be deemed accepted.

Acceptance of a Deliverable may trigger User’s obligation to pay Fees according to the applicable Statement of Work.

5.5 Correction of Deficiencies

If User properly rejects a Deliverable, User must provide a reasonably detailed description of each material deficiency.

Company will have two business days, or another period specified in the Statement of Work, to correct or address the identified deficiencies and resubmit the Deliverable.

User will then have an additional two business days, or another period specified in the Statement of Work, to retest the Deliverable.

If User does not provide written notice before the end of the retesting period, the Deliverable will be deemed accepted.

5.6 Multiple Rejections

If User properly rejects the same Deliverable for a third time, the Parties will work together in good faith until:

1. The Deliverable is accepted;

2. The Parties determine that the issue results from an ambiguous Statement of Work or a change in scope and document the required changes in a Change Order; or

3. User terminates the applicable Statement of Work and receives, as User’s sole remedy, a refund of Fees paid specifically for the materially deficient Deliverable.

User will not be entitled to a refund for accepted Deliverables, completed Services unrelated to the deficiency, third-party expenses, or work made unusable by User’s acts or omissions.

6. Ownership of Deliverables

6.1 Ownership Established by Statement of Work

Ownership and licensing of Deliverables will be established in the applicable Statement of Work.

If a Statement of Work does not expressly address ownership, Company retains ownership of the Deliverables and grants User a nonexclusive, nontransferable license to use the Deliverables for User’s internal business purposes after all applicable Fees have been paid.

6.2 Company Materials

Company retains all right, title, and interest in Company Materials.

No transfer of Deliverable ownership includes ownership of Company Materials unless a Statement of Work expressly identifies the applicable Company Materials and expressly transfers ownership of them.

When Company Materials are incorporated into a Deliverable owned by User, Company grants User a perpetual, nonexclusive, worldwide license to use those Company Materials solely as incorporated into and reasonably necessary to use the Deliverable.

6.3 User Materials

User retains ownership of content, branding, data, documentation, photographs, videos, trademarks, software, and other materials provided by User to Company (“User Materials”).

User grants Company a nonexclusive license to access, reproduce, modify, process, and use User Materials as reasonably necessary to provide the Software and Services.

User represents that it has the rights and permissions necessary to provide User Materials to Company and authorize their use.

6.4 Third-Party Materials

Third-party software, libraries, fonts, media, plugins, platforms, templates, and other materials remain subject to their applicable licenses and terms.

No provision of this Agreement transfers ownership of Third-Party Materials.

6.5 Payment Requirement

Unless a Statement of Work expressly states otherwise, no ownership rights or perpetual licenses in Deliverables transfer to User until Company has received full payment of all Fees and expenses associated with the applicable Deliverables.

7. Software Updates

Company may develop and provide updates to the Software, including:

• Upgrades;

• Bug fixes;

• Patches;

• Error corrections;

• Security updates;

• New features;

• Feature modifications; and

• Updated documentation.

Company has no obligation to provide any particular Update or to continue providing any particular feature or functionality unless an Order Form or Statement of Work expressly states otherwise.

All Updates are considered part of the Software and are governed by this Agreement.

User may be required to install or accept an Update to continue using some or all of the Software.

8. Third-Party Materials and Services

The Software or Services may display, include, integrate with, depend upon, or provide access to third-party:

• Content;

• Data;

• Software;

• Services;

• APIs;

• Platforms;

• Payment processors;

• Social networks;

• Hosting providers;

• Websites;

• Applications; or

• Other materials.

These are collectively referred to as “Third-Party Materials.”

Company is not responsible for the availability, accuracy, completeness, timeliness, validity, security, copyright compliance, legality, quality, or performance of Third-Party Materials.

Third-Party Materials are provided or made accessible for User’s convenience. User accesses and uses them at User’s own risk and subject to the third party’s applicable terms and policies.

Company is not liable for changes, restrictions, suspensions, outages, data practices, or other acts or omissions of a third-party provider.

A third-party provider may modify or discontinue functionality required by the Software or an integration. Company does not guarantee the continued availability of third-party integrations.

9. Confidential Information

9.1 Protection and Use

Except as necessary to fulfill obligations or exercise rights under this Agreement, the Receiver will:

1. Not use or disclose the Discloser’s Confidential Information to an unauthorized third party;

2. Protect the Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than commercially reasonable care; and

3. Disclose Confidential Information only to employees, subcontractors, professional advisers, agents, or other representatives who have a legitimate need to know the information.

The Receiver will ensure that each person receiving Confidential Information is subject to confidentiality obligations at least as protective as those contained in this Agreement.

The Receiver is responsible for unauthorized use or disclosure of Confidential Information by its representatives.

9.2 Required Disclosure

If the Receiver is legally compelled to disclose the Discloser’s Confidential Information, the Receiver will, to the extent legally permitted:

1. Promptly notify the Discloser;

2. Provide reasonable assistance if the Discloser seeks a protective order or other remedy; and

3. Disclose only the portion of Confidential Information legally required to be disclosed.

9.3 Equitable Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate.

Either Party may seek injunctive or other equitable relief from a court of competent jurisdiction for an actual or threatened breach of this Section without first completing the dispute-resolution procedures in Section 15.

10. Indemnification

User agrees to indemnify, defend, and hold harmless Company and its officers, directors, owners, employees, contractors, agents, affiliates, licensors, successors, and assigns from and against losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

1. User’s use or misuse of the Software or Services;

2. User’s breach of this Agreement;

3. User Materials or other content submitted, uploaded, transmitted, published, or made available by User;

4. User’s violation of applicable law;

5. User’s violation of another person’s rights; or

6. Activity conducted through User’s accounts.

Company will provide User with reasonable notice of an indemnified claim and reasonable cooperation in its defense.

User may not settle a claim in a manner that admits wrongdoing by Company, imposes liability on Company, or requires Company to take or refrain from taking an action without Company’s written consent.

11. Disclaimer of Warranties

THE SOFTWARE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;

• FITNESS FOR A PARTICULAR PURPOSE;

• TITLE;

• NON-INFRINGEMENT;

• ACCURACY;

• RELIABILITY;

• AVAILABILITY; AND

• SECURITY.

Without limiting the foregoing, Company does not warrant or represent that the Software, Services, or Deliverables will:

1. Meet User’s requirements;

2. Achieve any intended business, marketing, financial, operational, or other result;

3. Be compatible with every device, browser, platform, system, application, or service;

4. Operate without interruption;

5. Meet any performance or reliability standard;

6. Be completely secure or error-free;

7. Preserve all data without loss, alteration, or corruption; or

8. Have every error or defect corrected.

Any warranty expressly provided in a Statement of Work applies only to the specific Deliverable and subject matter identified in that Statement of Work.

12. Limitation of Liability

12.1 Aggregate Liability

To the maximum extent permitted by applicable law, Company’s total aggregate liability to User arising from or relating to this Agreement, the Software, the Services, or the Deliverables will not exceed the lesser of:

1. $100; or

2. The Fees paid by User for the Software or Services giving rise to the claim during the 12-month period before the event giving rise to the claim first occurred.

12.2 Exceptions

The limitation in Section 12.1 does not apply to:

1. Company’s breach of its confidentiality obligations under Section 9;

2. Company’s gross negligence;

3. Company’s willful misconduct; or

4. Liability that cannot lawfully be limited or excluded.

12.3 Indirect Damages

To the maximum extent permitted by applicable law, neither Party will be liable to the other for indirect, incidental, consequential, exemplary, punitive, or special damages, including:

• Lost profits;

• Lost revenue;

• Lost business opportunities;

• Lost goodwill;

• Business interruption;

• Loss or corruption of data; or

• Cost of replacement services.

This exclusion applies regardless of the form of action and even if the Party was advised that such damages were possible.

13. Term and Termination

13.1 Term of the Agreement

The term of this Agreement begins on the Effective Date and continues until all Software licenses, subscriptions, Order Forms, and Statements of Work governed by this Agreement have expired or been terminated (the “Term”).

13.2 Term of Software Subscription

Each Software subscription begins on the date identified in the applicable Order Form or, if no date is identified, when User first receives access to the Software.

The subscription continues until:

1. It expires;

2. User cancels it in accordance with the applicable Order Form or product-specific cancellation process; or

3. It is terminated under this Agreement.

13.3 Term of Statements of Work

Each Statement of Work begins on its effective date and continues until:

1. The Services and Deliverables are completed;

2. The Statement of Work expires; or

3. The Statement of Work is terminated in accordance with its terms or this Agreement.

13.4 Termination by Company

Company may terminate this Agreement, an Order Form, a Software license, or a Statement of Work immediately upon written notice if User:

1. Materially violates this Agreement;

2. Violates the Terms of Service, Privacy Policy, or applicable product-specific terms;

3. Fails to pay an undisputed amount when due and does not correct the failure after receiving notice;

4. Uses the Software or Services unlawfully;

5. Creates a material security or operational risk; or

6. Becomes insolvent, ceases doing business, or becomes subject to bankruptcy or similar proceedings.

Company may also terminate an Order Form or discontinue a Software product as provided in the applicable Order Form or product-specific terms.

13.5 Termination by User

User may terminate a Software subscription according to the cancellation procedures applicable to that Software.

User may terminate a Statement of Work only as expressly permitted by the Statement of Work or by written agreement between the Parties.

Termination does not relieve User of payment obligations for Software, Services, Deliverables, expenses, or work performed before the effective termination date.

13.6 Effect of Termination

Upon expiration or termination:

1. User’s license and right to access the affected Software immediately ends;

2. User must stop using the affected Software;

3. Each Party will, upon written request, return or destroy the other Party’s Confidential Information, subject to legal and archival retention requirements;

4. A Party may retain one archival copy of Confidential Information for legal and compliance purposes;

5. Neither Party is required to delete information from system backups that are deleted or overwritten through ordinary operations;

6. User must immediately pay all outstanding invoices and accrued Fees; and

7. Company may retain User data as permitted by the Privacy Policy and applicable law.

Company may provide User with a reasonable opportunity to export User data when required by the applicable Software plan or product-specific terms.

14. Export Compliance

The Parties acknowledge that the Software and related technology may be subject to United States export controls, sanctions, and import restrictions imposed by other jurisdictions.

User agrees not to export, re-export, release, access, or use the Software in violation of applicable trade-control laws.

User represents that User is not:

1. Located in a country or territory subject to applicable comprehensive United States sanctions;

2. Identified on a United States government restricted-party list; or

3. Using the Software for a prohibited end use.

15. Dispute Resolution

15.1 Mandatory First Step

Before initiating arbitration or litigation, a Party must provide the other Party with written notice describing:

• The dispute;

• The relevant facts;

• The requested resolution; and

• The notifying Party’s contact information.

Notices to Company must be sent to holler@localcraftlabs.com.

User is responsible for maintaining an active and accurate email address in the Software for notices from Company.

The Parties will make a good-faith attempt to resolve the dispute for at least 30 days after delivery of the notice.

This requirement does not prevent a Party from seeking immediate injunctive or equitable relief for a breach or threatened breach involving Confidential Information, Intellectual Property, security, or unauthorized access.

15.2 Mediation

If the Parties cannot resolve the dispute directly, they agree to attempt to resolve the dispute through good-faith mediation before commencing arbitration, unless mediation is waived by mutual written agreement.

15.3 Binding Arbitration

Any controversy or claim arising from or relating to this Agreement, the Software, the Services, or a breach of this Agreement that is not resolved through direct negotiation or mediation will be settled through final and binding arbitration administered by the American Arbitration Association under the rules applicable to the dispute.

The arbitration will take place in Cobb County, Georgia, unless the Parties agree to another location or remote proceeding.

Judgment on the arbitration award may be entered in any court with jurisdiction.

To initiate arbitration, User must provide Company with a written arbitration demand at holler@localcraftlabs.com and follow the filing requirements of the American Arbitration Association.

15.4 Small Claims and Intellectual Property

Either Party may bring an eligible claim in small-claims court.

Either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect:

• Intellectual Property;

• Confidential Information;

• Account security;

• Systems; or

• Data.

15.5 Individual Proceedings

To the extent permitted by law, disputes must be brought on an individual basis and not as a plaintiff or class member in a purported class, consolidated, collective, or representative proceeding.

16. Force Majeure

Neither Party will be in breach of this Agreement for failing to perform an obligation during a Force Majeure event to the extent the event:

1. Is beyond the Party’s reasonable control; and

2. Prevents or materially delays performance.

The affected Party will:

1. Notify the other Party as soon as reasonably practical;

2. Use commercially reasonable efforts to mitigate the effects of the event; and

3. Resume performance when reasonably possible.

A Force Majeure event does not excuse User’s obligation to pay Fees already due for Software, Services, or Deliverables already provided.

If a Force Majeure event prevents material performance for more than 30 consecutive days, either Party may terminate the affected Statement of Work by providing written notice.

17. General

17.1 Choice of Law and Venue

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-law rules.

Subject to the arbitration provisions in Section 15, the Parties will bring any legal proceeding arising from this Agreement exclusively in:

• The state courts located in Cobb County, Georgia; or

• The United States District Court for the Northern District of Georgia.

The Parties consent to personal jurisdiction and venue in those courts and waive objections based on jurisdiction, venue, or inconvenient forum.

17.2 Attorneys’ Fees

Each Party will bear its own attorneys’ fees and costs in a proceeding arising from this Agreement unless:

1. An arbitration award or court order provides otherwise;

2. A Statement of Work expressly provides otherwise; or

3. Applicable law permits an award of attorneys’ fees and costs.

17.3 Order of Precedence

This Agreement, applicable Order Forms, Statements of Work, Change Orders, the Terms of Service, the Privacy Policy, and applicable product-specific terms constitute the agreement between the Parties regarding the Software and Services.

In the event of a conflict, the documents will control in the following order:

1. A Change Order, solely with respect to the Statement of Work it amends;

2. The applicable Statement of Work;

3. The applicable Order Form;

4. Applicable product-specific terms;

5. This Agreement;

6. The Terms of Service; and

7. The Privacy Policy.

A lower-ranking document will control over a higher-ranking document only when the higher-ranking document expressly states that the lower-ranking provision will control.

17.4 Entire Agreement

The documents identified in Section 17.3 constitute the entire agreement between the Parties concerning their subject matter and replace prior or contemporaneous oral and written negotiations, representations, and agreements concerning that subject matter.

17.5 Amendments

Company may update this Agreement by publishing an updated version and revising the “Last updated” date.

When required by law or when Company determines that a change is material, Company may provide additional notice.

User’s continued use of the Software after the updated Agreement becomes effective constitutes acceptance of the updated Agreement to the extent permitted by law.

An amendment to a signed Statement of Work must be documented in a Change Order or other written agreement accepted by both Parties.

17.6 Assignment

User may not assign or transfer this Agreement, an Order Form, a Statement of Work, or any right or obligation under them without Company’s prior written consent.

Company may assign this Agreement in connection with:

• A merger;

• Acquisition;

• Corporate restructuring;

• Sale of assets;

• Financing;

• Transfer of a Software product or business line; or

• Assignment to an affiliate.

17.7 Waiver

A waiver of a breach or provision of this Agreement must be in writing.

A waiver on one occasion is not a waiver of a later breach or of another provision.

A Party’s delay or failure to enforce a right does not waive that right.

17.8 Severability

If a provision of this Agreement is held invalid, unlawful, or unenforceable, it will be modified and enforced to the greatest extent permitted by law.

The remaining provisions will continue in full force and effect.

17.9 Survival

The following provisions survive expiration or termination of this Agreement:

• Section 1, Definitions;

• Section 2.4, Reservation of Rights;

• Section 3, Restrictions on Use;

• Section 6, Ownership of Deliverables;

• Section 8, Third-Party Materials and Services;

• Section 9, Confidential Information;

• Section 10, Indemnification;

• Section 11, Disclaimer of Warranties;

• Section 12, Limitation of Liability;

• Section 13.6, Effect of Termination;

• Section 14, Export Compliance;

• Section 15, Dispute Resolution; and

• Section 17, General.

17.10 Independent Contractors

The Parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency relationship between the Parties.

Neither Party has authority to bind the other unless expressly authorized in writing.

17.11 No Third-Party Beneficiaries

This Agreement is for the benefit of the Parties and their permitted successors and assigns.

It does not create rights for any other person or entity.

17.12 Notices

Company may provide notices to User through:

• The Software;

• The email address associated with User’s account;

• The email address identified in an Order Form or Statement of Work; or

• Another reasonable electronic method.

Notices to Company must be sent to holler@localcraftlabs.com unless an Order Form or Statement of Work identifies a different notice address.

Electronic notices are considered received when sent, unless the sender receives notice that delivery failed.

17.13 Counterparts and Electronic Signatures

This Agreement, an Order Form, a Statement of Work, or a Change Order may be signed in counterparts.

Each counterpart is considered an original, and all counterparts together constitute one agreement.

Electronic signatures, digital acceptance, checkbox acceptance, and electronically transmitted signatures are valid and enforceable to the fullest extent permitted by law.

How to Contact Us

Please contact Local Craft Labs with questions, comments, or concerns regarding this Agreement:

Local Craft Labs, Inc.

Email: holler@localcraftlabs.com