Terms of Service

Last Updated March 20, 2026

These Terms of Service, together with the Charlie Company order document you sign (each, an “Order”) and all exhibits and other documents included herewith or referenced herein, represent and constitute the entire agreement (this “Agreement”) by and between Charlie Company Media, LLC ( “Charlie Company” or “Charlie Company”) and each business creating an account with Charlie Company (“Client”) concerning Client’s use of the services offered by Charlie Company, including but not limited to, the Charlie Company Core Services as defined below. Charlie Company and Client may be referred to hereinafter collectively as the “Parties” and individually as a “Party.” The Parties now agree as follows:

CERTAIN DEFINITIONS

1.1 “Client-Furnished Material” means, collectively: (i) the domain name for the Client Website (as defined below); (ii) any names, passwords, and other account access information for any of the Social Media Sites (as defined below) and Location-Based Sites (as defined below) created by Client; (iii) all information, data, content and material furnished by Client for storage, use, reproduction, posting, display, exhibition, transmission, publication and/or distribution (as the case may be) whether on or via the Client Properties (as defined below), the Charlie Company Systems (as defined below), through any Charlie Company Business Platform, or otherwise, including, without limitation, names, marks, logos, designs, slogans, text, writings, publications, artwork, graphics, images, photos, animations, videos, audios, links, software and social media plug-ins; and (iv) all hardware, software and other goods and services procured and maintained by Client pursuant to Section 2.12 of this Agreement.

1.2 “Client Properties” means, collectively, the Client Website, the Social Media Sites and Location-Based Sites (as applicable).

1.3 “Client Website” means Client’s consumer-facing website as designed or constructed (whether by Client using the Charlie Company design tools or otherwise) pursuant to this Agreement.

1.4 “Effective Date” means the date on which Client creates an account with Charlie Company.

1.5 “Excused Outage” means any outage, unavailability, interruption, delay or degradation of the Services or the Client Website resulting from or caused by any of the following: (i) scheduled downtime, maintenance or repair; (ii) any act or omission by Client or anyone acting under its authority or on its behalf; (iii) any Client infrastructure, system, hardware, or software; (iv) any Client-Furnished Material; (v) any User-Generated Material (as defined below); or (vi) Force Majeure (as defined below).

1.6 “Force Majeure” means a cause or event that is beyond the reasonable control of Charlie Company and could not reasonably have been foreseen or avoided, including, without limitation, third-party network or system outage, hacking, virus attack or other form of sabotage, Acts of God, acts of government, strikes, lockouts, riots, insurrection, civil commotion, pandemic, natural disaster, war or terrorist attacks.

1.7 “IP” means any and all forms of intellectual property, including, without limitation, patent, trade secret, copyright and trademark.

1.8 “Location-Based Sites” means the local business listing for Client on certain leading location-based websites selected by Charlie Company in its sole discretion. The Location-Based Sites may (but are not required to) include Google, Bing, Yahoo, and Yelp.

1.9 “Social Media Sites” means certain social media sites selected by Charlie Company in its sole discretion. The Social Media Sites may (but are not required to) include Facebook, X and YouTube.

1.10 “Charlie Company-Furnished Material” means, collectively: (i) the Charlie Company Business Platform and all contents, materials, audio and visual information, documentation, data, software, products, services, material and related graphics, elements, features and functionalities thereof, but excluding Client-Furnished Material contained therein; (ii) all Charlie Company names, marks, logos, designs and brand images; (iii) all links and advertisements provided by Charlie Company; (iv) all Charlie Company Systems (as defined below) and all hardware, software, tools, technologies, processes, methods, techniques and know-how provided by Charlie Company (whether for use by Charlie Company or Client or otherwise) in the rendering of the Services; and (v) all results, work products and deliverables of the Services (including, without limitation, all Client Properties source code, object code, HTML files, Java files, data files, scripts, programs, templates, user interface designs, themes, page layouts and look and feel, and documentation created by Charlie Company), but excluding Client-Furnished Material contained therein.

1.11 “Charlie Company Business Platform” means the software, technology, and functionality available to Client through a portal and serving as the locus of access for the Charlie Company Core Services.

1.12 “Charlie Company Systems” means all computer servers, networks and systems owned, controlled or operated by Charlie Company and/or its affiliates in connection with the rendering of the Services, including, without limitation, those associated with the Charlie Company Business Platform.

1.13 “User” means any individual who visits or uses the Client Website but excludes each of the Parties and anyone who uses the Client Website or the Charlie Company Business Platform on behalf of a Party.

1.14 “User-Generated Material” means any content or material uploaded, posted, submitted or transmitted by a User on or via the Client Website.

1.15 “Website Launch Date” means the date on which the Client Website is first available to the public.

SERVICES

2.1 Description of Services.

2.1.1 Subject to the terms and conditions of this Agreement, Charlie Company may provide the following services to Client during the Term: Website Design & Management, Local Online Listings (Directories), Search Engine Optimization (SEO), CRM services (Lead Management), Calendar & Appointments, Local Ad Targeting, and Social Media Posting; together with any other service offered by Charlie Company for which the Client is paying a fee (collectively the “Charlie Company Core Services” or “Services”). Notwithstanding the foregoing, any Charlie Company Hosting services provided by Charlie Company (including domain name registration and management and email services) are not governed by this Agreement but are governed by and subject to separate terms which can be found here: https://charliecompanywebhost.com/terms-of-service/. Charlie Company will provide the applicable Services to Client based upon the package selected by Client at registration. Charlie Company may at any time and in our sole discretion, add, modify, or discontinue any of the Services; but Charlie Company will notify Client in writing at least thirty (30) days before we discontinue any Service(s) for which Client is paying. Charlie Company will use commercially reasonable efforts to ensure that during the Term, the Services will be operational and accessible to Users on a 24/7 basis, except during any Excused Outage.

2.1.2 Charlie Company will provide Client with access to the Charlie Company Business Platform, on which Client can interact with and manage its Users, allow them to view booking availability and schedule appointments with Client online in addition to other services we provide, such as crafting invoices and collecting payments. Client is fully responsible for its Users. Client is solely responsible for the performance of Client’s services and the manner in which Client’s services are performed, and Charlie Company will not bear any liability in connection therewith, nor will we be responsible for any claim arising out of, or resulting from, Client’s services or performance. Client warrants, undertakes, and agrees that it is solely responsible for creating backup copies of its data at Client’s sole cost and expense.

2.1.3 Some features of the Charlie Company Business Platform are provided by third party authorized service providers (“Third Party Service Operator(s)”). Use of Third Party Service Operators’ tools and services is voluntary and Client may decide not to use such services or tools and/or to opt-out of and/or not register with Third Party Service Operators. Client’s engagement with Third Party Service Operators and/or use of Third Party Service Operators’ tools and services offered via our Charlie Company Business Platform is made at Client’s own risk and responsibility.

ANY TRANSACTION CONDUCTED WITH THIRD PARTY SERVICE OPERATORS, AND ANY GOODS OR SERVICES THAT MAY BE AVAILABLE BY THIRD PARTY SERVICE OPERATORS, ARE UNRELATED TO THE Charlie Company Business Platform AND ARE TO BE DIRECTLY APPLIED AND MANAGED WITH AND BY THE THIRD PARTY SERVICE OPERATOR.

2.1.4 The Charlie Company Business Platform may include beta or other pre-release features (“Beta Features”) which (i) are not at the level of performance or compatibility of final, generally available services; (ii) may not operate correctly, (iii) may be modified prior to being made generally available or discontinued at any time; (iv) may not be made for general release, and (v) should not be used in a commercial production environment.

BETA FEATURES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS WITH NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE BETA FEATURES, AND CLIENT ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE BETA FEATURES, AND ANY LOSS OF OR DAMAGE TO SOFTWARE, INFORMATION OR DATA.

2.1.5 Some Charlie Company Business Platform features may include use of artificial intelligence and generative artificial intelligence (collectively “AI”) which are based on large-scale language-generation models. The AI services are still under development and are considered Beta Features.

When using the AI services, Client should be aware and take into consideration that: (i) Client controls how to leverage the AI services; (ii) output generated by the AI services may not be unique across users and may generate the same or similar output for several unrelated customers. Responses that are requested by and generated for other users are not considered customer content and no representations or warranties are made with regards to such output, including of ownership thereof; (iii) Client must review all output generated by the AI services and Client has ultimate responsibility for the use of and the content created by the AI services; (iv) when using the AI services, including by providing or making available any input or content or using any output or content, Client must not violate any applicable law or terms, or infringe any third party rights, including but not limited to, intellectual property rights or privacy rights; and (v) the AI services are not to be used with respect to anyone under the age of thirteen (13).

The AI services are provided as a decision support system but Client is responsible for the final decision of how to use the output and Client is responsible for all use and decisions made by it based on the AI services. Use of AI services may result in incorrect and inaccurate output with respect to people, places, or facts. Client should evaluate the accuracy of any output as appropriate for its use case, including by using human review of such output. USE OF THE AI SERVICES AND/OR OUTPUT IS AT CLIENT’S OWN RISK AND Charlie Company WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR CLIENT’S USE OF THE AI SERVICES OR THE OUTCOME OF SUCH USE.

2.1.6 The Charlie Company Business Platform may include access to the inTandem App Market which is an online marketplace hosted and made available by inTandem (“inTandem” and “inTandem App Market” respectively) subject to the inTandem App Market terms of service which may be found in the inTandem App Market and through which inTandem and other third parties (independent software vendors and other third parties) make products and services (“Apps”) available to Client (subject to each App’s terms of use which may be found in each App).

To the extent relating to Client’s use of the inTandem App Market, inTandem is a third-party beneficiary under these terms and is entitled to enforce them as if it were a party to these terms.

2.2 Payment Processing. The Charlie Company Business Platform allows Client to create and send detailed invoices to Client’s Users based on information Client provide, including, but not limited to, the description of your company, the services you provide (“Client’s Services”), any applicable taxes and so forth. Upon scheduling an appointment or ordering Client’s Services, Client’s Users will be directed by the Charlie Company Business Platform to make the required payment to your account through one of the available payment methods recognized by several available payment processors (including but not limited to Charlie Company Pay, Stripe, Square and Paypal) (the chosen payment processor, the “Payment Processor”). Please read the Payment Processor’s Terms of Service and privacy policy, which apply to Client’s use of the Payment Processor. Client will provide Charlie Company with the email and unique identifier for Client’s account at the Payment Processor. The generally available payment methods include credit cards, debit cards and bank accounts. The payments will be transferred by the applicable payment processor to Client’s account minus any fees payable in accordance with the applicable payment processor’s terms. Client hereby grants Charlie Company permission to utilize any applicable technological means in order to facilitate the above-mentioned connection between the Users, the Charlie Company Business Platform and the applicable payment processor. Client is fully responsible for the determination and collection of the fees from Client’s Users as well as for any dispute, chargebacks and refunds for its Users, the payment processor or other financial institution involved in the payment process, and Charlie Company will not have any control or responsibility with regards to any of the foregoing.

Charlie Company IS NOT RESPONSIBLE FOR THE INFORMATION CLIENT PROVIDES IN ITS INVOICES OR FOR ANY FAILURE BY USERS TO MAKE DUE PAYMENTS OR FOR CLIENT’S FAILURE OR INABILITY TO COLLECT SUCH PAYMENTS.

2.3 Subcontractors. Charlie Company may, in its sole discretion, use one or more third-party contractors (each, a “Subcontractor”) to provide some of the Services and some portions of the Services and/or other services related to the operations of the Charlie Company Business Platform and/or the Client Properties, which may include, without limitation, data processing and storage, data security, technical support, creative design services, purchase and payment processing, order fulfillment, and other e-commerce related functions.

2.4 Reservation of Rights. Charlie Company reserves the right to review any Client-Furnished Material and delete, remove, or block access to such material, or refuse to upload it through the use of the Services or the Charlie Company Business Platform, for any reason that Charlie Company may consider to be justified in its sole discretion. Charlie Company does not warrant or guarantee that any Client-Furnished Material that Client wishes to upload, store, provide, or link to through the Charlie Company Business Platform, will be uploaded, stored, provided or linked to. Nothing in the foregoing, however, shall impose on Charlie Company any responsibility to check, review, screen or supervise any Client-Furnished Material, and nothing in the foregoing shall derogate from or relieve Client of any of its representations, warranties and undertakings in this Agreement. Notwithstanding anything herein to the contrary, Client acknowledges and agrees that Charlie Company shall have the absolute right, at any time and with or without notice to Client, to (i) suspend, disable, block, restrict or limit access to the Client Website or the Services or any portion thereof and/or (ii) take down, filter or remove any content or material (including, without limitation, any Client-Furnished Material, any User-Generated Material, or any Charlie Company-Furnished Material) from the Client Website or in connection with the Services, including without limitation for purposes of compliance with applicable laws or any Charlie Company policy. Charlie Company has the right, in its sole discretion, to determine all aspects of its business and the Charlie Company Business Platform, including the right to alter, discontinue, or add to any of its Service offerings at any time without notice to Client.

2.5 Licenses.

2.5.1 Subject to the terms of this Agreement, Charlie Company hereby grants Client a limited, non-exclusive non-transferable non-sublicensable, revocable, to use the Charlie Company Business Platform solely in connection with the Services, provided that Client does not modify the Charlie Company Business Platform. Any feedback, comments, or suggestions Client provides to us or through the Charlie Company Business Platform in connection with the Charlie Company Business Platform will be considered part of the Charlie Company-Furnished Materials. Use of the Charlie Company Business Platform in violation of the limited license granted hereunder will result in the termination of this Agreement and may expose Client to claims for damages. Client agrees to take all necessary steps to prevent any unauthorized disclosure or use of the Charlie Company Business Platform, or any part thereof, by others.

2.5.2 Subject to the terms and conditions of this Agreement, Charlie Company hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Charlie Company-Furnished Material solely for the purposes of receiving the Services from Charlie Company and operating the Client Properties during the Term, provided that Client does not modify any Charlie Company-Furnished Materials and provided further that Client retains all copyright and proprietary notices as they appear in the Charlie Company Business Platform and Materials.

2.6 Client-Furnished Material. Subject to the terms and conditions of this Agreement, Client hereby grants to Charlie Company a non-exclusive, non-transferable, non-sublicensable (except to a Subcontractor), limited right and license to use, reproduce, post, display, exhibit, transmit, publish and/or distribute (as the case may be) Client-Furnished Material solely for the purposes of providing the Services to Client during the Term in connection with the Client Properties. Client represents and warrants that: (i) it is the rightful owner of all rights to all Client-Furnished Material or is licensed by the rightful owners and has the right to furnish and authorize use of Client-Furnished Material by Charlie Company in accordance with this Agreement and to post and use such content on the Internet through the Charlie Company Business Platform; (ii) no Client-Furnished Material will infringe upon or violate any right of any third party and (iii) no Client-Furnished Material will be offensive, hateful, or intended to incite violence or violation of laws (including any pornographic images, any foul language, disparaging remarks, references to illegal substances, derogatory remarks regarding the religion, sexuality, politics, appearances or other characteristics or beliefs of any other person or entity, etc.). Client is solely responsible for ensuring that any Client-Furnished Materials meet these requirements. Charlie Company may, but has no obligation to, monitor, remove and/or refuse to use Client-Furnished Materials that do not meet these requirements; and Client is solely responsible and will be solely liable for the infringement and/or alleged infringement of any third-party proprietary rights by any Client-Furnished Materials, such as images Client posts or asks Charlie Company to post that it does not have the rights to use.

2.7 Legal Notices. Client will adopt, adhere to, and post prominently on each Client Website (i) a set of terms and conditions for use of the Client Website (“Client Terms”) and (ii) a privacy policy governing Client’s collection, storage, and use of User Personal Information of visitors to the Client Website (“Client Privacy Policy”). The Client Privacy Policy must accurately and conspicuously disclose (a) the use of all tracking technologies on the Client Website, including but not limited to cookies, pixels, web beacons, and similar technologies (collectively, “Tracking Technologies”), regardless of whether such Tracking Technologies are installed, configured, or operated by Client, Charlie Company, or any third party; (b) all third parties that may collect, receive, or access data through Tracking Technologies on the Client Website, including Meta, Google, and any advertising or analytics providers; and (c) the types of data collected through such Tracking Technologies and the purposes for which such data is used. Client will ensure that the Client Terms and Client Privacy Policy are an accurate reflection of Client’s operational practices and policies. Client will at all times ensure the Client Privacy Policy and Client Terms and its operational practices and policies are in compliance with all applicable laws, regulations, rules, and ordinances of any government authority having jurisdiction over Client (“Laws”). Client takes full responsibility for the compliance and legal sufficiency of its Client Terms and Client Privacy Policy. As between the parties, Client is solely responsible for its compliance with Laws and the compliance with Laws of its Client Terms and Client Privacy Policy.

2.8 Registration and User Personal Information. When Client registers for the use of the Charlie Company Business Platform, Client will provide Charlie Company with certain contact and personal details, and Client must update such information from time to time, and no later than seven (7) days after any change to it. Client will provide complete and accurate information, and if Client provides false, incorrect, or outdated information, Charlie Company may suspend or terminate Client’s use of the Services. Charlie Company’s processing of personal data is subject to our Privacy Policy . To the extent Users can register, open an account, make a purchase, or otherwise disclose their personal information (i.e. information that is personally identifiable of a User, which may include name, email address, phone number, mailing address, date/year of birth, and credit card or other payment account information) (collectively ‘User Personal Information’) on the Client Website, the Parties acknowledge and agree that each of Charlie Company and Client may process the User Personal Information in accordance with each party’s respective Privacy Policy as reflected on its respective website. Charlie Company acts as a processor or service provider when processing Client Personal Information or User Personal Information and will process any User Personal Information made available to Charlie Company only to provide the Services and not for any other commercial purpose. Client acknowledges and agrees that: (i) it shall assume full responsibility for the safeguarding of the security of all User Personal Information in its possession or control; and (ii) it shall comply with the Client Privacy Policy and all applicable laws and regulations pertaining to the privacy or security of User Personal Information, and shall cause all those acting under its authority or on its behalf to do the same.

2.9 Compliance. Client is responsible for all of the acts or omissions associated with Client’s access and use of the Services and any Charlie Company Business Platform and the access and use of the Services, Client Sites, and any Charlie Company Business Platform by anyone on Client’s behalf. Client shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client’s use of the Services and Charlie Company Business Platforms, including those related to data privacy, including notice and consent requirements; data protection; data security; international communications and the transmission of technical or personal data. Without limiting the generality of the foregoing, Client is solely responsible for all Tracking Technologies deployed on the Client Properties, regardless of whether such Tracking Technologies are installed, configured, or operated by Client, Charlie Company (at Client’s direction or as part of the Services), or any third party. Client acknowledges that Charlie Company may install or configure Tracking Technologies on Client Properties as part of the Services, and Client assumes full responsibility for ensuring that (a) adequate disclosures are made in the Client Privacy Policy, (b) all consents required under applicable Laws are obtained from Users prior to the activation of any Tracking Technologies, including “opt-in” or affirmative consent where required by applicable Laws (such as the California Invasion of Privacy Act), and (c) Client has implemented an appropriate consent management mechanism on the Client Website. Charlie Company shall have the right, in its sole discretion and without liability to Client, to disable, suspend, or remove any Tracking Technologies from the Client Properties if Charlie Company reasonably determines that Client has not implemented adequate consent mechanisms or that continued operation of such Tracking Technologies may expose Charlie Company to legal risk.

2.10 User Aggregate Data. Client acknowledges and agrees that Charlie Company may (whether directly or through one or more Subcontractors) collect and derive aggregate data (i.e., information that does not identify any User individually, such as site traffic data and anonymous demographic information about Users) from the Client Properties, and that all such aggregate data shall become the property of Charlie Company and may be freely used by Charlie Company and its corporate affiliates for any and all lawful purposes. If required by applicable law, Client will explain this in its privacy policy.

2.11 Restrictions on Use.

2.11.1 Except as expressly permitted in this Agreement, Client may not: (i) commercially exploit the Charlie Company Business Platform (other than for the performance of Client’s Services) or make it available to any third party in any way, including but not limited to, using the Charlie Company Business Platform to send commercial email solicitation or advertisements or any unsolicited bulk e-mail or unsolicited commercial e-mail or any activities that violate anti-spamming laws and regulations; (ii) display publicly, decompile, disassemble, reduce to human readable form, execute publicly, adapt, process, compile, translate, lend, rent, reverse engineer or combine the Charlie Company Business Platform with other software or services; (iii) copy any ideas, features, functions or graphics of the Charlie Company Business Platform or any Charlie Company-Furnished Material; (iv) modify, alter or create derivative works of the Charlie Company Business Platform, or any part of the Charlie Company Business Platform, either by itself or by a third party on your behalf, in any way or by any means whether electronic, mechanical, optical or others, other than expressly permitted in this Agreement; (v) use the Charlie Company Business Platform in any way constituting a violation of a person’s right to privacy or right to publicity; or (vi) use the Charlie Company Business Platform to publish or distribute any content that is in any way prohibited by applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public.

Client acknowledges and agrees that Charlie Company may immediately, at our sole discretion, remove any content, suspend or terminate this Agreement, and/or notify the relevant authorities if we believe that Client’s use of the Charlie Company Business Platform (i) violates this Agreement, including the restrictions set forth above; (ii) poses a security risk to the integrity, confidentiality, or availability of the Charlie Company Business Platform; (iii) poses a risk to the Charlie Company Business Platform’s operations, reputation, other users, or customers; or (iv) otherwise may harm the platform, other users, or their customers. Charlie Company will not bear any liability for and damages or losses resulting from such actions, and Client will not be entitled to any refunds or compensation for any suspension, termination, or removal of content.

2.11.2 Client (including all those acting under its authority or on its behalf) may not use the Services or the Client Properties or any Charlie Company-Furnished Material, other than for Client’s own legitimate and lawful business purposes and in a manner that complies with this Agreement and all Laws. Without limiting the generality of the foregoing, and except as expressly permitted herein, Client (including all those acting under its authority or on its behalf) shall not use any of the Services, the Client Properties, Charlie Company Business Platform, or any Charlie Company-Furnished Material:

(i) to engage in fraudulent, deceptive or misleading activities or practices; (ii) by any unauthorized or automated means, other than through the interface that Charlie Company provides; (iii) to engage in unlawful activities or in a way that creates legal liability or other actual or potential material risk or harm to Charlie Company, its affiliates or its Subcontractors; (iv) to engage in infringement, misappropriation or violation of any IP or other rights of any person or entity; (v) to engage in spam or transmission or distribution of unsolicited commercial messages in violation of applicable laws or regulations; (vi) to offer or promote illegal, unlawful, false, deceptive, misleading, violent, threatening, harassing, discriminatory, derogatory, defamatory, libelous, pornographic, obscene, sexual, vulgar, or racially, ethnically or otherwise objectionable or offensive content or activities, or content that otherwise violates applicable rules of behavior; (vii) to impersonate any person or entity, or make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; (viii) to use or handle any User Personal Information in violation of the published privacy policy for the Client Website or any applicable law or regulation pertaining to the privacy or security of User Personal Information; (ix) to collect or process personal information of Users without their explicit consent; (x) in violation of U.S. export control laws or regulations; (xi) in connection with any illegal activities, including promoting, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography; (xii) to violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Charlie Company Business Platform or Services; (xiii) to interfere with the proper functioning of any system, including deliberate attempt to overload a system by mail bombing, or flooding techniques; (xiv) to interfere in any manner with the functionality of the Services or Charlie Company Business Platform or use the Services or Charlie Company Business Platform in any way that breaches any code of conduct, policy or other notice applicable to the Services or Charlie Company Business Platform; or (xv) in any manner that involves the maintenance, creation, transmission, receipt, use or processing of Protected Health Information, as defined by HIPAA (nor will Charlie Company be responsible in any manner to comply with HIPAA in connection with Client’s account). In addition, Client will not: (a) copy, reproduce, distribute, sell or resell, or prepare derivative works from, any of the Services or the Client Properties or any Charlie Company-Furnished Material; (b) use or introduce any software viruses, trojan horses, worms, vandals, spyware or any other malicious applications or any other similar software or programs that may damage the operation of the Services or Charlie Company Business Platform; (c) reverse-engineer, decompile or disassemble the Client Properties or any Charlie Company-Furnished Material; (d) alter, modify, remove, deface or otherwise tamper with any trademark, logo, copyright, or other IP notice or any Charlie Company legal notices that appear on or within the Client Properties, Charlie Company Business Platform, or any Charlie Company-Furnished Material; (e) use robots, crawlers and similar applications to collect and compile content from the Charlie Company Business Platform, for the purposes of competing with the Charlie Company Business Platform, or in such ways that might impair or disrupt the Charlie Company Business Platform’s functionality; or (f) solicit, induce, cause or authorize others to do any of the above.

Client acknowledges and agrees that, in the event of any breach or violation of this Section 2.11 by Client or anyone acting under its authority or on its behalf, Charlie Company may immediately, in its sole discretion, remove any such content, suspend or terminate this Agreement pursuant to the terms of this Agreement, and notify the applicable authorities.

2.11.3 Client and its Users may be subject to non-compliance fines for messaging traffic violations on all mobile channels that traverse the phone network (including SMS and MMS Short Codes, Toll-free Numbers, and 10DLC) in the USA (“Fines”). The Fines are imposed only when Charlie Company or its third party vendors are actually fined by mobile carriers, and may range between a few hundred dollars to a few thousand dollars for phishing, smishing, social engineering; illegal content; and other violations (including, but not limited to sexual, hate, alcohol, firearms and tobacco). Fines will be automatically applied to Client’s payment method usually one (1) month in arrears. Please note that carriers usually do not allow appeals regarding traffic violation Fines and, if filed, will probably be rejected. Traffic monitoring mechanisms may be implied and customers are encouraged to monitor their own network content for compliance.

2.12 Monitoring. Charlie Company may electronically and remotely monitor Client’s use of the Services, the Client Properties, Charlie Company Business Platform, and Charlie Company-Furnished Material to verify Client’s compliance with this Agreement.

2.13 Hardware, etc. Client shall be solely responsible for procuring and maintaining (including, without limitation, the right to use), at its own expense, all hardware, software, Internet access, network connections, and other goods and services required for Client to access and use the Services and the Client Properties.

2.14 Passwords. Client shall safeguard all usernames, passwords and other account access information for any Client Property (collectively ‘Passwords’). Client shall be fully responsible for all activities that occur under its Passwords and shall promptly notify Charlie Company of any unauthorized use of its Passwords of which it becomes aware.

2.15 Ownership. All Charlie Company Furnished Material, including the Charlie Company Marks, and all IP rights associated therewith are protected by copyright laws, international copyright treaties, patent applications, patents, design rights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights and other intellectual property laws and treaties. Charlie Company’s name, trademarks, service marks, logos and the product names associated with the Services, are trademarks and/or service marks and/or trade names owned by Charlie Company or its licensor(s), and no right or license is granted hereunder to use them. Client may not reproduce, edit, modify, display, distribute or make any other use of the Charlie Company-Furnished Materials, in any form or by any means, without Charlie Company’s prior written consent. As between the Parties: (i) all Charlie Company-Furnished Material, Charlie Company Marks, and all IP rights associated therewith shall remain the sole property of Charlie Company and the goodwill arising from all use thereof by Client will inure to the sole benefit of Charlie Company; and (ii) all Client-Furnished Material and all IP rights associated therewith shall remain the sole property of Client and all goodwill arising from the uses thereof by Charlie Company shall inure to the sole benefit of Client.

2.16 Billing and Contact Information. Client will provide Charlie Company with current and accurate billing and contact information and shall promptly notify Charlie Company of any change in such information. If any of this information is incorrect or incomplete or becomes outdated, we may immediately suspend the Services and access to the Client Properties without any liability to Charlie Company, until Client provides current and correct billing and contact information. If Client does not provide this information within a reasonable time, Charlie Company may terminate this Agreement with immediate effect with or without notice.

2.17 Client Information.

2.17.1 By submitting Client information (including, without limitation, Client’s name, address, email, telephone and other contact information, billing and payment information, Passwords and other Client-related information as provided by Client (collectively ‘Client Account Information’) to Charlie Company, Client expressly represents and warrants that all Client information submitted is Client’s own information and is truthful, current and accurate. Client expressly acknowledges and agrees that Client has all rights, permissions, consents, licenses and authorizations required under applicable laws governing the collection and processing of personal information to collect, retain, and disclose personal information to third parties, including to Charlie Company in connection with the Charlie Company Business Platform.

2.17.2 By using the Charlie Company Business Platform, Client represents to Charlie Company that: Client is at least eighteen (18) years old; Client is qualified to provide Client’s Services; and Client will provide Client’s Services in accordance with any professional rules and regulations which apply to Client or to the field of practice in which Client’s Services are being rendered, to the extent that such professional rules and regulations exist, and with any legal obligations imposed on Client in connection with Client’s Services. Client will comply with any instructions concerning access to and/or use of the Charlie Company Business Platform that Charlie Company may offer from time to time.

2.18 Specific Notice Regarding Links to Third-Party Sites. The Charlie Company Business Platform may contain certain links that will let Client access other websites that are not under Charlie Company’s control. The links are only provided as a convenience and Charlie Company does not endorse any of these websites. Charlie Company is not responsible for the contents of any linked site or any changes or updates to such sites. Charlie Company assumes no responsibility or liability for any material that may be accessed on other websites or reached through the Charlie Company Business Platform. Charlie Company’S PUBLICATION OF INFORMATION REGARDING THIRD-PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY OF Charlie Company’S PRODUCTS OR SERVICES.

2.19 Cannabis, Hemp, CBD. To the extent that Client is in the business of advertising, marketing or selling cannabis, CBD, Hemp or any related products or services, Client represents that: (i) Client is located in a state in which cannabis, CBD or hemp (as applicable) is legal for medical or recreational adult use, Client’s business complies with that state’s laws, including any applicable licensing requirements, and Client is advertising or marketing products or services in states in which it is legal to sell those products or services and in which Client is licensed to sell those products or services; (ii) any Client-Furnished material provided to Charlie Company complies with the laws of the states in which Client operates and of the states in which the content is directed (if different), including all restrictions the state places on cannabis-related advertising; (iii) Client understands Charlie Company does not represent any Service it is providing for Client complies with state law, nor is Charlie Company responsible for ensuring Client’s compliance with state law; (iv) Client’s content is not targeted at people under the age of 21 and Client will not attempt to use Charlie Company’s services to target people under the age of 21; (v) Client’s content does not link cannabis to a disease or health related condition nor claim or imply that cannabis is intended for use in the diagnosis, cure, mitigation, treatment, or prevention of any disease or other health condition, nor claim or otherwise imply that cannabis is intended to affect the structure or any function of the mind or body; and (vi) Charlie Company has final approval rights on all content and may reject any content in its sole discretion for any or no reason.

FEES AND PAYMENT

3.1 Fee. For certain Charlie Company Core Services, Client will pay Charlie Company a monthly fee for the Service package selected by Client commencing on the Effective Date (the “Fee”). All Fees are NON-REFUNDABLE. Client will pay the initial Fee on the Effective Date, and each subsequent Fee shall become due on the monthly or annual anniversary of the Effective Date, as applicable. Client may cancel these or any other Services and terminate this Agreement and its account pursuant to Section 4.2 of this Agreement; provided, however, that any such cancellation shall not relieve Client of its payment obligations for the remainder of any Initial Term (as defined below) specified in an Order. Fees for Services may also be subject to promotions from time to time, as expressly stated in an applicable Order. Fees for other Services will be as specified in an Order.

3.2 Miscellaneous Costs. In addition, Client will reimburse Charlie Company, within thirty (30) days of being billed by Charlie Company, for any out-of-pocket costs incurred by Charlie Company in rendering the Services (the ‘Miscellaneous Costs’).

3.3 Timely Payment. Client acknowledges and agrees that: (i) timely payment of the Fee for each billing period is essential to the continuation of the Services and the Client Properties; (ii) Client’s failure to pay the Fee on time for a given billing period shall entitle Charlie Company to immediately suspend the Services and access to the Client Properties without any liability to Client; and (iii) if Client’s account is delinquent for thirty (30) days or more, then in addition to its other rights and remedies, Charlie Company may terminate this Agreement with immediate effect upon notice to Client, and all Fees that would have otherwise become due through the end of the then-current Term shall become immediately due and payable.

3.4 Taxes. Client will pay the full amount of the Fee, exclusive of any sales, use, excise, value-added or other similar taxes, all of which shall be the responsibility of Client.

TERM AND TERMINATION

4.1 Term. The Initial Term of this Agreement commences on the Effective Date and terminates upon the expiration of the commitment period specified in the applicable Order (the “Minimum Commitment Period”); provided, that if no commitment period is specified in the Order, the Initial Term shall terminate on the one (1) month anniversary of the Effective Date. Thereafter, the term will automatically renew on a month-to-month basis on each monthly anniversary of the Effective Date. The Initial Term and all monthly renewal terms thereafter are referred to collectively herein as the ‘Term.’

4.2 Termination by Client. Client may not terminate this Agreement prior to the expiration of the Initial Term. Following the Initial Term, Client may terminate this Agreement for any reason by calling the Charlie Company Media Support Desk at(210) 480-6345 between the operating hours of 9:00 a.m. EST and 6:00 p.m. EST, Monday through Friday (excluding federal holidays). Client must submit its notice of cancellation no later than 6:00 p.m. EST on the day before the next billing date to avoid further charges; provided, that if such day is a Saturday or Sunday or a federal holiday, then no later than 6:00 p.m. EST of the last business day immediately prior to the start of the next billing cycle.

4.3 Termination by Charlie Company. Charlie Company may terminate this Agreement with immediate effect with or without notice as follows: (i) if Client’s account is delinquent for thirty (30) days or more; (ii) upon a breach of this Agreement, including, without limitation, Section 2.10, by Client (including anyone acting under its authority or on its behalf); (iii) if Client becomes insolvent, files for bankruptcy, or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or makes an arrangement pursuant to any bankruptcy law, or if a receiver, liquidator, custodian, trustee or the like is appointed for its business; or (iv) if Client winds down, liquidates, or otherwise ceases or discontinues its business for any reason. Notwithstanding the foregoing, Charlie Company may terminate this Agreement with thirty (30) days’ prior written notice to Client for any reason or no reason.

4.4 Effect of Termination. Upon any termination of this Agreement:

(i) Client will have no further right or permission to access or use, except for the Client-Furnished Materials: (1) the Client Website, including any templates, designs or look-and-feel contained therein; (2) Charlie Company Business Platform; (3) any of the Charlie Company-Furnished Material; (4) any of the Services; and (5) any of the Charlie Company Systems.

For avoidance of doubt, please note that upon termination, Client will no longer have access to or ownership rights in the Website, the template of the Website, or any other design or look and feel contained within the Website. The Website and all related systems will cease upon the cancellation of the Services.

(ii) All unpaid and accrued Fees and Miscellaneous Costs amounts (including interest thereon, if any) owed by Client hereunder, together with any Fees that would have become due through the remainder of the Initial Term (if termination occurs prior to the expiration of the Initial Term), will become immediately due and payable to Charlie Company;

(iii) All rights and licenses granted by each Party to the other Party under this Agreement will automatically cease and terminate;

(iv) Charlie Company will cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client Account and all Client-Furnished Material from the Charlie Company Business Platform and the Charlie Company Systems;

(v) To the extent Client is in possession of any Charlie Company-Furnished Material (including any copies thereof), Client will promptly return the same to Charlie Company or, if so requested by Charlie Company, promptly destroy the same;

(vi) To the extent Client is in possession or control of any confidential information of Charlie Company, it will promptly return the same (including all copies thereof) to Charlie Company or, if so requested by Charlie Company, promptly destroy the same; and

(vii) Notwithstanding anything herein to the contrary, all of the provisions of Sections 1, 2.7, 2.9, 2.10, 2.15, 3.4, and 4-7 inclusive (including all definitions pertaining thereto) of this Agreement, as well as applicable terms specific to the Charlie Company Business Platform, will specifically survive any termination of this Agreement.

Please see chart below for further detail regarding handling of client furnished materials upon termination. Any requests for material must be made in writing at the time of termination.

INDEMNIFICATION

Client will indemnify, defend and hold harmless Charlie Company and its corporate affiliates and Subcontractors and their respective directors, officers, employees, agents and representatives (collectively “Charlie Company Indemnitees”) from and against all third-party claims, demands, actions, suits and proceedings, as well as all associated liabilities, judgments, awards, damages, settlements, penalties, fines, costs and expenses (including, without limitation, attorneys’ fees) (collectively “Third-Party Claims”), which result from or are caused by: (i) use or misuse, storage, or handling of any User Personal Information by Client or anyone acting under its authority or on its behalf; (ii) violation by Client or anyone acting under its authority or on its behalf, of the Client Website Standard Privacy Policy as adapted for and published on the Client Website in accordance with the terms of this Agreement; or any applicable law or regulation pertaining to the privacy or security of User Personal Information; (iii) the registration or use of the Client Website Domain Name; (iv) any Client-Furnished Material; (v) use of the Client Properties or Charlie Company Business Platform, or any activity conducted on or via the Client Properties or Charlie Company Business Platform, by Client or anyone acting under its authority or on its behalf; (vi) Client’s rendering of Client’s Services; (vii) Client’s violation or infringement of a third party’s rights; (viii) violation of any applicable law or regulation by Client or anyone acting under its authority or on its behalf; (ix) any gross negligence, willful misconduct, or breach of this Agreement by Client or anyone acting under its authority or on its behalf; and/or (x) the use, deployment, configuration, or operation of any Tracking Technologies on the Client Properties, including but not limited to claims arising under the California Invasion of Privacy Act, California Comprehensive Data Access and Fraud Act, California Unfair Competition Law, or any similar federal, state, or foreign law, regardless of whether such Tracking Technologies were installed or configured by Client, Charlie Company, or any third party, and including any claim that adequate consent was not obtained from Users or that adequate disclosures were not made in the Client Privacy Policy.

DISCLAIMERS

Charlie Company EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR CLIENT-FURNISHED MATERIAL. EXCEPT AS EXPRESSLY OTHERWISE STATED HEREIN, ALL OF THE SERVICES, WEB-APPS, THE Charlie Company-FURNISHED MATERIAL, Charlie Company Business Platform AND THE CLIENT PROPERTIES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, TO THE FULL EXTENT PERMISSIBLE BY LAW, Charlie Company HEREBY SPECIFICALLY DISCLAIMS, WITH RESPECT TO THE SERVICES, THE Charlie Company-FURNISHED MATERIAL, WEB-APPS, Charlie Company Business Platform AND THE CLIENT PROPERTIES, ANY AND ALL (I) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND NON-INFRINGEMENT, (III) WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND (IV) WARRANTIES THAT THE SERVICES, Charlie Company-FURNISHED MATERIAL, WEB-APPS, THE Charlie Company Business Platform AND THE CLIENT PROPERTIES WILL BE UNINTERRUPTED, FAULT-TOLERANT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ERROR-FREE OR SECURE. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES AND WEB-APPS IS AT CLIENT’S OWN RISK. CLIENT ACKNOWLEDGES AND AGREES THAT IT WILL EXERCISE ITS OWN INDEPENDENT ANALYSIS AND JUDGMENT IN ITS USE THEREOF.

LIMITATIONS OF LIABILITY

7.1 No Consequential Damages. IN NO EVENT WILL Charlie Company BE LIABLE HEREUNDER TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OR OPPORTUNITY, OR LOSS OF USE OR DATA, EVEN IF Charlie Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

7.2 Maximum Liability. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Charlie Company HEREUNDER TO CLIENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED A SUM EQUAL TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO Charlie Company DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ARISING OF THE RELEVANT CLAIM OR ACTION.

MISCELLANEOUS

8.1 Publicity. Neither Party will issue any press release or public announcement about this Agreement or the relationship of the Parties hereunder unless such press release or announcement is issued jointly by the Parties. Except as expressly permitted herein, Client has no right to use Charlie Company’s name or make any reference to Charlie Company in any manner, without Charlie Company’s prior written consent. Client will not publicly disparage Charlie Company, the Charlie Company Business Platform, or the Services.

8.2 Marketing Use of Client’s Name. Client acknowledges and agrees that, during the Term, Charlie Company and its corporate affiliates may mention and use Client’s name in sales, marketing, advertising and promotional materials (including, without limitation, sales/marketing pitches and presentations, and client/customer lists) for the purpose of identifying Client as a customer of Charlie Company.

8.3 Relationship of the Parties. The relationship of the Parties hereunder is that of independent contractors. Nothing in this Agreement will be deemed or construed to constitute an agency, partnership, franchise, or joint venture between the Parties. Client will not, and has no authority to, bind Charlie Company to any commitments or hold itself out as a representative of Charlie Company.

8.4 Assignment. Client may not assign this Agreement, in whole or in part, without the prior written consent of Charlie Company. Charlie Company may assign this Agreement or any part of it (whether by way of merger, sale of shares, sale of assets, license or otherwise), to a third party, provided that Client’s rights remain in effect according to this Agreement; in which case, all of the details and information pertaining to Client will be passed on to the corporation receiving the rights under this Agreement, and Client hereby gives its prior consent thereto.

8.5 Notices. Except with respect to the cancellation notice set forth in Section 4.2, all notices and other communications required or permitted under this Agreement will be in writing and sent by courier or via e-mail or facsimile. Such notice will be deemed to have been given upon the expiration of 48 hours after posting or twelve (12) hours after sending by email. Client may give notice to Charlie Company at any time by email addressed to clients@charliecompanymedia.com. Charlie Company reserves the right to publish – including on the Charlie Company Business Platform – any communications with Client, as long as Client’s personal details are not revealed without Client’s prior consent.

8.6 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, communications and agreements, written or oral, between them with respect thereto. Section headings are for convenience only and have no interpretive value. Charlie Company may amend this Agreement from time to time upon notice to Client. Client’s acknowledgement of such notice will constitute Client’s continued agreement to the Agreement.

8.7 Severability. If any provision or any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable, it will be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein, but all other provisions of this Agreement and any remaining portion of any provision which is not deemed illegal, invalid or unenforceable shall continue in full force and effect.

8.8 No Waiver. No failure or delay by a Party to exercise any remedy in the event of a breach of this Agreement by the other Party will in any way operate as a waiver of such remedy, nor will any single or partial enforcement of any remedy for breach preclude the further enforcement of such remedy or the enforcement of any other remedy.

8.9 Governing Law. This Agreement, including all disputes and controversies between the Parties arising from or connected to this Agreement, will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws rules. Any dispute or claim relating in any way to Client’s use of any Charlie Company Service will be adjudicated in the state or Federal courts in New York County, New York, and Client consents to exclusive jurisdiction and venue in these courts. Client and Charlie Company each waive any right to a jury trial.