Definition of Services

For the purposes of these Terms, "Services" shall mean the software as a service (SaaS) provided by Carpe Diem Creative Agency LLC ("Provider"), including, but not limited to, web-based applications, tools, and platforms, which are made available to Customer under the terms and conditions herein. The Services are designed to enable Customer to manage, optimize, and expand their digital presence and operations. The scope of Services, including any updates, enhancements, new features, and/or the addition of any new web properties, is subject to change at Provider's discretion.

Use of Services

This Use of Services clause applies to the Customer's access to and use of the Services provided by Carpe Diem Creative Agency LLC ("Provider"). The Customer is granted a non-exclusive, non-transferable, revocable license to access and use the Services solely for its internal business purposes, subject to compliance with the terms and conditions of this agreement and any other policies or guidelines provided by the Provider.

The Customer agrees not to:

• Modify, adapt, translate, or create derivative works based upon the Services without the Provider's prior written consent;

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

• Rent, lease, loan, resell for profit, or distribute the Services or any part thereof;

• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

• Use the Services to harm, threaten, or harass another person or organization;

• Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

• Use the Services for any purpose or in any manner that is unlawful or prohibited by this agreement.

The Provider reserves the right to terminate or suspend the Customer's access to the Services if the Customer violates any provision of this agreement or engages in conduct that the Provider deems harmful to the Services or other users. The Provider may update or modify the Services from time to time and will make reasonable efforts to inform the Customer of any significant changes.

Fees and Payment

This Fees and Payment clause outlines the financial obligations of the Customer ("Customer") in relation to the Services provided by Carpe Diem Creative Agency LLC ("Provider").

The Customer agrees to compensate the Provider for the Services on a pay per credit model. Under this model, the Customer will purchase credits in advance, which can be redeemed for access to the Services. The specific terms, including the cost per credit, the number of credits required for various levels of access to the Services, and any expiration of credits, shall be detailed in an annexure to this agreement or in a separate written agreement between the parties.

In addition to the pay per credit model currently in place, the Provider reserves the right to introduce a monthly subscription model for accessing the Services at its discretion. Under this model, the Customer may choose to pay a fixed monthly fee for access to specified levels of Services, as detailed in an annexure to this agreement or a separate written agreement between the parties. The terms of the subscription, including monthly rates, billing cycles, and any applicable terms and conditions, will be provided by the Provider upon implementation of this model. The Provider will notify the Customer in advance of any changes to the payment models available.

In the event of any dispute over charges, the Customer must notify the Provider in writing within 30 days of the invoice date. Failure to dispute a charge within this timeframe will be deemed as acceptance of the charge.

Intellectual Property Rights

Ownership of all intellectual property rights in and to the Services, including any modifications, enhancements, and updates thereto, shall remain at all times with Carpe Diem Creative Agency LLC ("Provider"). The Customer is granted a non-exclusive, non-transferable, revocable license to access and use the Services solely for its internal business purposes, subject to the terms and conditions of this Agreement and any other restrictions set forth herein.

The Customer acknowledges that the Services and all related documentation are proprietary to the Provider and protected under copyright and intellectual property laws of the United States and other countries. The Customer agrees not to copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material provided by the Provider, except as may be expressly permitted by this Agreement or as permitted by the Provider in writing.

Any feedback, comments, or suggestions the Customer may provide regarding the Services is entirely voluntary and will be free to use by the Provider to improve its services without any obligation to the Customer.

User Content and Responsibility

In connection with the use of the Services, the Customer acknowledges and agrees that all content, data, information, and materials submitted, posted, or otherwise provided by the Customer or its users in the course of using the Services ("User Content") are the sole responsibility of the Customer. The Customer represents and warrants that it has the lawful right to submit, post, or otherwise provide the User Content and that such User Content does not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party.

Carpe Diem Creative Agency LLC does not claim ownership of any User Content provided by the Customer. However, by submitting, posting, or otherwise providing User Content in connection with the Services, the Customer grants Carpe Diem Creative Agency LLC a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (in whole or in part) solely as necessary for the purpose of operating, providing, and improving the Services during the term of this Agreement.

The Customer further agrees to indemnify and hold harmless Carpe Diem Creative Agency LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney fees and costs, arising out of or in any way connected with the Customer's User Content, including but not limited to any claims of trademark or copyright infringement, violation of privacy, defamation, or other violations of law.

Carpe Diem Creative Agency LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, and in such case, the Customer agrees to cooperate with Carpe Diem Creative Agency LLC's defense of such claim.

Limitation of Liability

Notwithstanding any provision to the contrary within this agreement or any other document incorporated herein by reference or otherwise, in no event shall Carpe Diem Creative Agency LLC ("Provider") be liable to the Customer or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, sales, business, or data, or for any damages for personal injury or frustration of economic or business expectations, even if advised of the possibility of such damages.

Furthermore, notwithstanding any other provision of this agreement, the total liability of the Provider, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the Services shall not exceed the amount paid by the Customer to the Provider under the pay per credit model for the Services in the six (6) months prior to the claim giving rise to the liability.

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. The Provider does not warrant that the Services will be uninterrupted, error-free, or completely secure. The Customer's use of the Services is at its own risk. The Provider disclaims all warranties except those expressly stated in this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party as provided herein (the "Term"). The Customer may terminate this Agreement at any time upon thirty (30) days written notice to the Provider. The Provider may terminate this Agreement at any time upon thirty (30) days written notice to the Customer if the Customer fails to comply with any terms and conditions of this Agreement, including failure to make payments under the pay per credit model.

Upon termination or expiration of this Agreement for any reason: (i) all rights granted to the Customer under this Agreement will immediately cease; (ii) the Customer must cease all use of the Services and delete all copies of any software or access credentials provided under this Agreement; (iii) the Customer must destroy or return to the Provider all copies of the Provider's Confidential Information; and (iv) the Provider will make available to the Customer a downloadable file of the Customer's User Content, provided that the Customer requests such file within thirty (30) days of termination or expiration. The Provider is not obligated to maintain any Customer User Content beyond this thirty (30) day period.

Notwithstanding the foregoing, sections of this Agreement that by their nature should survive termination will remain in effect after termination, including, but not limited to, confidentiality obligations, indemnification obligations, warranty disclaimers, and limitations of liability.

Assignment

The Provider may assign this Agreement, in whole or in part, in connection with any merger, acquisition, reorganization, or other change of control involving the Provider, without the prior written consent of the Customer. The Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Provider, which consent may be withheld in the Provider's sole discretion. Any attempted assignment by the Customer in violation of this provision shall be null and void.

Confidentiality

Both parties, Carpe Diem Creative Agency LLC ("Provider") and the Customer, acknowledge that in the course of performing their respective obligations under the terms of this Agreement, each party may disclose to the other party certain Confidential Information. "Confidential Information" shall mean any and all information disclosed by one party to the other party, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, information related to the Services, User Content, pay per credit model, and any business, technical, financial, or customer information.

Each party agrees to:

• Keep all Confidential Information in strict confidence;

• Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement;

• Not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, agents, or consultants who are bound by a duty of confidentiality and who need to know such information in order to perform their duties;

• Take all reasonable measures to protect the confidentiality of the Confidential Information in a manner that is no less protective than the measures it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue for a period of five (5) years thereafter, except for Confidential Information which constitutes a trade secret under applicable law, which shall be maintained in confidence for as long as such information remains a trade secret.

Dispute Resolution

This Dispute Resolution clause applies to any disputes arising out of or related to the Services or this Agreement. Both parties agree to first attempt to resolve any dispute informally by negotiating in good faith for a period of at least thirty (30) days before initiating any arbitration or court proceeding. Such negotiations commence upon written notice from one party to the other.

All disputes that cannot be resolved informally shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Nevada, and the decision of the arbitrator(s) shall be final and binding upon both parties. Each party shall bear its own costs and expenses and an equal share of the arbitrator(s) fees and administrative fees of arbitration, except that the arbitrator may award attorneys' fees and costs to the prevailing party.

Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its intellectual property rights or to prevent the loss or destruction of data or other irreparable harm. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Any arbitration under this Agreement will be conducted on an individual basis; class arbitrations and class actions are not permitted. The parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada in each case located in the city of Las Vegas and County of Clark. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.