Terms & Conditions

1. Services and Obligations of the Parties

1.1 The Services: Trustory will provide services to the Client related to personal branding and online presence enhancement, (“Services”). The Services are outlined in more detail in one or more Product Descriptions within your Trustory invoice. Any services that are not included or described in an applicable Product Description will be outside the scope of the Services.

1.2 Trustory Obligations: Trustory will provide the Services in a professional, diligent, and commercially reasonable manner, and always aim to adhere to project deadlines. Trustory reserves the right to hire personnel to assist in performing the Services. Trustory will remain responsible for the performance of and payment to each such person, and for their compliance with the terms and conditions of this Agreement. Client acknowledges and agrees that Trustory will be free to provide services similar to the Services to other parties, even if such engagement may be competitive with Client.

1.3 Client Obligations: Client acknowledges that the successful completion of deliverables will require Client’s assistance, and full, timely, and accurate performance of its obligations set forth in this Agreement and any applicable Scope. Client will: (a) cooperate in all matters relating to the Services; (b) provide access to Client’s materials, documents, and personnel as may be reasonably necessary for Trustory to provide the Services; (c) provide complete and accurate information required for Trustory to carry out the Services in a timely manner; and (d) respond promptly to any requests that are reasonably necessary for Trustory to perform the Services in accordance with this Agreement.

1.4 Effect of Delays: Trustory shall not be deemed in breach of its obligations under this Agreement, or otherwise liable for any costs, charges, or losses sustained or incurred by Client if Trustory’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or any of its Representatives. In no event will Trustory be subject to any liability, including without limitation, liability for any consequential, incidental, or other damages, resulting from deadline adjustments, postponements, or terminations that are in any way caused by Client’s acts or omissions.

2. Term and Termination

2.1 Term: The term of this Agreement (the “Initial Term”) will commence as of the Effective Date and will continue until the end date set forth in the corresponding Scope, unless terminated earlier in accordance with Section 2.2 below. The Agreement shall automatically renew on a month-to-month basis upon expiration of the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”), until either party requests termination in accordance with Section 2.2.

2.2 Termination: Either party may terminate this Agreement at any time and for any reason upon 30 days’ notice to the other party. Trustory may terminate this Agreement immediately without notice to Client if Client fails to pay Fees and such failure continues for more than 10 days from the date such Fees were due. Clients will pay in full for the Services up to and including the last day on which the Services are provided.

3. Fees and Expenses

3.1 Service Fees: In exchange for the Services, Client shall pay Trustory the fees as set forth in each Scope and in accordance with the terms of this Agreement. Where Services are provided for a fixed price, the total fees for the Services shall be payable as a lump sum or installment payments as stated in the applicable Scope. Where Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Trustory’s hourly rates for the work performed by Trustory personnel. Additionally, Client agrees

to reimburse Trustory for all reasonable out-of-pocket expenses incurred by Trustory in connection with the performance of the Services.

3.2 Late Fees: If Client fails to pay all or any portion of fees owed for more than thirty (30) days from the date on the applicable invoice (“Outstanding Balance”), Client will be charged a monthly fee equal to the lesser of (a) ten percent (10%) of the total Outstanding Balance or (b) the maximum interest chargeable under applicable law (the “Late Fee”). Trustory also reserves the right, in its sole discretion, to suspend all work related to the Services until any Outstanding Balance and applicable Late Fees are paid in full.

4. Confidentiality and Non-Solicitation

4.1 Confidential Information: Both parties agree that each shall treat as confidential the terms and conditions of this Agreement, and all information provided by each party to the other regarding its past, present, and future business affairs, operations, plans, intellectual property, trade secrets, know-how, practices, and commercial strategies. All confidential information provided by a party under this Agreement shall only be used by the other party for the purpose of rendering or obtaining the Services, or otherwise as expressly permitted under this Agreement. Each party shall hold the confidential information of the other party in strict confidence, and shall not disclose any confidential information to any third party without the other party’s prior written consent. The confidentiality restrictions in this Section shall not be applicable to any information that is or becomes publicly available other than through a breach of this Agreement. The obligations set forth in Section 4.1 will continue during the Term and for one (1) year after the Termination Date.

4.2 Non-Solicitation: During the period of this Agreement and for a period of one (1) year after the Termination Date (for any reason whatsoever), Client shall not, directly or indirectly: (a) employ or hire; (b) knowingly permit any company or business organization which is directly or indirectly controlled by Client to employ or hire; (c) recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away; or (d) assist any entity,

company or business organization to recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away, any person who is or was employed by Trustory, or is or was an agent or consultant of Trustory at any time during the Term.

5. Ownership of Deliverables; Intellectual Property Rights 5.1 Definitions: For the purposes of this Agreement:

(a) “Client Materials” means any documents, data, information, specifications, content, photographs, and other materials that Client provides or makes available to Trustory for use in connection with this Agreement.

(b) “Deliverables” means all completed work product, designs, content, videos, and other materials that are prepared by or on behalf of Trustory in the course of performing the Services and accepted and paid for by Client, including any items identified as such in each Scope.

(c) “Intellectual Property Rights” means any rights associated with intellectual property, including (i) rights in patents and inventions, (ii) trademarks, service marks, trade names, logos and corporate names (in each case, whether registered or unregistered), including all associated goodwill, (iii) copyrights (registered or unregistered) and works of authorship, (iv) computer software, data, databases and documentation thereof, (v) trade secrets, and (vi) all rights, remedies against infringements and rights to protect such interests.

(d) “Trustory Materials” means all documents, data, know-how, methodologies, tools, processes, systems, and other materials that are created, developed, or acquired by Trustory independently of this Agreement. Trustory Materials also include any work product created or prepared by Trustory in connection with performing the Services that are not accepted or used by Client and/or not included as part of the final Deliverables.

(e) “Third-Party Materials” means materials and information, in any form or medium, including any software (including open-source software), documents, data, content, specifications,

products, equipment or components incorporated into the Deliverable(s) or used by Trustory in connection with providing the Services that are not proprietary to Trustory.

5.2 Ownership of Deliverables: Upon submitting payment in full for the Services in accordance with this Agreement and any applicable Scope, Client is, and will be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all associated Intellectual Property Rights. Trustory agrees that any Deliverables that may qualify as “work made for hire” are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” Trustory hereby assigns all right, title, and interest in and to the Deliverables, including all associated Intellectual Property Rights.

5.3 Third-Party Materials: The Deliverables may include or operate in conjunction with Third-Party Materials. Trustory will notify Client of all Third-Party Materials, if any, included in or required for use with any Deliverable on or prior to delivery of the relevant Deliverable. All Third-Party Materials are provided pursuant to the terms and conditions of an applicable third-party license agreement (“Third-Party Agreement”), and Trustory will provide Client with a copy of any such Third-Party Agreement or online terms and conditions if requested. Client shall comply with all applicable Third-Party Agreement(s), if any, and any breach by Client of any such Third-Party Agreement will be deemed a breach of this Agreement. Ownership of all Third-Party Materials, and all corresponding Intellectual Property Rights, is and will remain with the respective owners, subject to any express licenses or sub licenses granted to Client pursuant to or in accordance with an applicable Third-Party Agreement and/or this Agreement.

5.4 Trustory Materials: Trustory and its licensors are, and will remain, the sole and exclusive owners of all right, title and interest in and to the Trustory Materials, including all associated Intellectual Property Rights, and the processes by which it provides the Services. Trustory hereby grants Client a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and reproduce Trustory Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables, solely to the extent reasonably required in connection with Client’s use of the Deliverables. Trustory expressly reserves all other

rights in and to the Trustory Materials. Client shall not, directly or indirectly, reverse engineer, deconstruct, disassemble, otherwise attempt to discover, recreate, or re-use the processes, ideas, or know-how related to any Trustory Materials or Trustory’s Services.

5.5 Client Materials: Client and its licensors are, and will remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all associated Intellectual Property Rights. Client hereby grants Trustory a royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify and create derivative works and improvements of the Client Materials in order to develop the Deliverables and perform the Services.

6. Indemnification

6.1 Mutual Indemnification: Each party (as “Indemnifying Party”) agrees to indemnify and hold the other party harmless from any and all costs, damages, liabilities, losses, and expenses related to any claim or action by a third party arising out of or resulting from: (a) breach by the Indemnifying Party or any of Representatives of any of the terms and conditions of this Agreement; or (b) gross negligence or more culpable act or omission of the Indemnifying Party.

7. Injunctive Relief

Each party acknowledges that a breach by a party of Section 4 (Confidentiality; Non-Solicitation) or Section 5 (Intellectual Property Rights) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation. Each party agrees that in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including injunctive relief, specific performance and any other relief that may be available. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in equity.