Terms Of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION
CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A
CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE
DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO
AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE
CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY
COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING
ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ,
UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF
LEGAL AGE TO FORM A BINDING CONTRACT WITH NLS SERVICES LLC DBA HOOT MARKETING
SYSTEMS, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION
FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE
AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE
BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO
THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO "OPEN
SOURCE" OR "FREE SOFTWARE LICENSES". SUCH COMPONENTS WILL BE
GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION
WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT
(WHEREVER APPLICABLE) (COLLECTIVELY THE "TERMS"), BECOME A BINDING
LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND
NLS SERVICES LLC DBA HOOT MARKETING SYSTEMS AND ITS RESPECTIVE OFFICERS,
DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO
AS "HOOT MARKETING," "WE" OR "US") AND WILL
GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH
HOOT MARKETING RELATED TO THE PLATFORM.

hOOt Marketing Systems reserves the right to make
changes to these Terms at any time. All changes are effective immediately when
posted. Your continued use of the Platform following the posting of any revised
Terms constitutes your acceptance and agreement to the updated Terms.

hOOt Marketing Systems is only providing the Platform
for your business use without any promise of exclusivity. hOOt Marketing
Systems' customers, users, entrepreneurs, affiliate marketers, experts, and
partners are not hOOt Marketing Systems' employees, contractors, or
representatives. hOOt Marketing Systems is not responsible for any interactions
between you and your customers, other than providing access to the Platform.
hOOt Marketing Systems is in no way liable for any disputes, claims, losses,
injuries, or damages arising from your relationship with your customers,
including their reliance upon any information or content you provide. You agree
and acknowledge that you are responsible for implementing your own terms of
service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to
ensure your use of the Platform complies with these Terms and applicable law.

1. Use of Platform

1.1. Restrictions. You must be at least 18 years old
to use the Platform. By accepting these Terms, creating a Platform Account, or
using the Platform, you represent that you are at least 18 years old. You may
not use the Platform or the Services if You are an employee, partner, or
director of our Competitors or intend to gain access to the Platform in order
to compete with the Platform.

1.2 Platform Account Ownership. Your use of the
Platform is conditioned on your provision of complete, current, and accurate
information when registering for a Platform Account. The Platform is intended
for business use or in connection with an individual's trade, craft, or
profession. As the individual who accepts these Terms, You are the owner of the
Platform Account unless You are acting on behalf of a business entity, in which
case, the business entity is the owner of the Platform Account. If You accept
these Terms on behalf of a business entity, You represent and warrant that you
have the authority to bind the business entity to these terms. If multiple
parties claim to be the "owner" of a particular Platform account,
hOOt Marketing Systems will deem the owner to be the person who can demonstrate
their ownership (in whole or in part) of the underlying business entity for
which the Platform Account was created by providing government-issued
documentation of such ownership. If hOOt Marketing Systems is unable to
determine the rightful owner of the Platform Account, hOOt Marketing Systems
reserves the right to suspend or terminate the Platform Account until the
disputing parties have mutually agreed on ownership or until a court has
ordered hOOt Marketing Systems to grant access to a specific individual.

1.3 Intended Use. You and your customers may use the
Platform only as intended for lawful purposes and in accordance with these
Terms. You agree that You and Your customers will not use the Platform in any
way that violates any applicable law or regulation or engage in any Prohibited
Uses. In addition, you represent and warrant that: (i) You and Your customers
will maintain in effect all licenses, permissions, authorizations, consents,
and permits necessary to carry out the obligations under these Terms; (ii) You
are fully responsible for your actions and the actions of your employees,
agents, and customers who use the Platform; (iii) You are fully responsible for
the use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
ensure that your employees with access to the Platform Account are bound by
these Terms, and you will require that your customers accept terms at least as
restrictive as these Terms; (vi) You own or control all rights in and to all
content you provide to hOOt Marketing Systems, including, but not limited to,
any code provided to customize the Platform for your customers; (vii) You, your
employees, and your customers will provide reasonable cooperation regarding
information requests from law enforcement, regulators, or telecommunication
provider; and (viii) You will not give access to the Platform or Services to a
direct Competitor of hOOt Marketing Systems or Go High Level, (ix) You will not
directly or indirectly reverse engineer, decompile, disassemble or otherwise
attempt to uncover or discover the source code, object code or underlying
structure, ideas, know-how or algorithms; (x) You will not modify, translate,
or create derivative works based on the Platform (except to the extent
expressly permitted by us); and (xi) You will not remove any proprietary
notices or labels.

1.4 Compliance: You will be solely responsible for
your use of the Platform and Services, including (a) the quality and integrity
of any data and other information, including Information, made available to us
by or for you through the use of the Platform, (b) securing and maintaining
proper insurance as required, and (c) compliance with all applicable laws and
regulations including but not limited to HIPAA and other data privacy laws.
hOOt Marketing Systems is not responsible for your compliance with laws and
does not represent that your use of the Platform will comply with any laws,
including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other
similar laws and regulation.

1.5 Privacy. By using the Platform and providing
Information on or through the Platform, you consent to hOOt Marketing Systems'
use and disclosure of the Information in accordance with the Privacy Policy
available on our website and incorporated herein by reference. You agree that
hOOt Marketing Systems has no responsibility or liability for the deletion or
failure to store any Information or content maintained or transmitted on or
through the Platform. When you provide your customers with access to the Platform,
you must implement and enforce your own terms of service and Privacy Policy,
providing the level of protection at least equal to that provided to you by
hOOt Marketing Systems. You must obtain consent from your customers,
affirmatively acknowledging that your customers agree to be bound by your
privacy policy. You represent and warrant that you have provided, and will
continue to provide, adequate notices and have obtained, and will continue to
obtain, the necessary permissions and consents to provide your customers' data
to us for use and disclosure in accordance with these Terms and our Privacy
Policy.

You may not use, resell, authorize or permit anyone
to use, or license or make available data you obtain from People Data Labs, for
any purposes prohibited in the People Data Labs Acceptable Data Use Policy
posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy.
You further agree to comply with applicable law when collecting personal data
that will be sent to People Data Labs.

1.6 Login Credentials. You are responsible for
maintaining the confidentiality of your Login Credentials. You are responsible
for all uses of your Platform Account and Login Credentials, whether or not
authorized by you. You agree to notify hOOt Marketing Systems immediately of
any unauthorized access to or use of your Platform Account or Login Credentials
or any other breach of security. hOOt Marketing Systems reserves the right to
disable your Login Credentials at any time in its sole discretion for any or no
reason, including if, in hOOt Marketing Systems' opinion, you have violated any
provision of these Terms. Platform Accounts are non-transferable. You are
obligated to take preventative measures to prohibit unauthorized users from
accessing your Platform Account with your Login Credentials. You give consent
to hOOt Marketing Systems to access and monitor your Platform Account and your
customer's accounts for support and security purposes, and/or to perform its
obligations under these Terms or to enforce these Terms.

1.7 Use of Communication Services. The Platform may
include certain communications features such as SMS, MMS, email, voice call
capabilities and other methods. Separate Communication Surcharges for these
services may apply and will be charged to your invoice. If You use these
features, You agree that You are exclusively responsible for all communications
sent using the Platform, including compliance with all laws governing those
communications including but not limited to the Telephone Consumer Protection Act
("TCPA"), the Do Not Call Registry Rules and the CAN-SPAM Act. You
represent and warrant that you understand and will comply with those laws. hOOt
Marketing Systems is not responsible for your compliance with laws and does not
represent that your use of the Platform will comply with any laws. hOOt
Marketing Systems is a technology platform communication service application
provider ONLY. hOOt Marketing Systems does not originate, send, or deliver any
communications to any recipient via SMS, MMS, email, or other communication
method. You control the message, timing, sending, fraud prevention, and call
blocking. All communications, whether SMS, MMS, email or otherwise, are created
by and initiated by you and/or your customers, whether generated by You or sent
automatically via the Platform at Your direction. Communication Surcharges are
subject to the Leadconnector Terms of Service.

1.8 Third Party Services. You may choose to access
certain Third-Party Services through the Platform. You are responsible for
enabling and managing the integration of each Third-Party Service. You
acknowledge that by purchasing or integrating Third Party Services through the
Platform, you grant permission to hOOt Marketing Systems to share your data
with the Third-Party Services providers in order to facilitate the integration
and use of the Third Party Services through the Platform. You also represent
and warrant that You have the appropriate consents for importing any data
(including data of your customers) that you request hOOt Marketing Systems to
import from other Third-Party Services and/or are the rightful owner of such
data. hOOt Marketing Systems is not responsible for, and hOOt Marketing Systems
hereby disclaims any liability for, any act or omission of any Third-Party
Services provider or the operation of any Third-Party Services, including
access to, modification of, or deletion of data, regardless of whether hOOt
Marketing Systems endorses, approves, promotes, or supports any such
Third-Party Services. You hereby irrevocably waive any claim against hOOt
Marketing Systems with respect to the content or operation of any Third-Party
Services. Your use of the Third-Party Services is governed by Your agreement
with such Third Party, including any supplemental policies imposed by the Third
Party. You are solely responsible for reviewing and complying with any terms of
use, privacy policies or other terms governing your use of these Third-Party
Services, which you use at your own risk. hOOt Marketing Systems disclaims all
liability related to outages or downtime of Third Party Services.

hOOt Marketing Systems does not guarantee the
interoperation, integration, or support of any Third-Party Services nor give
any representation, warranty or endorsement, express or implied, with respect
to the legality, accuracy, quality, or authenticity of content, information, or
services provided by those Third-Party Services. hOOt Marketing Systems may, at
any time, in its sole discretion, modify the Platform or Services, which may
impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your
Platform Account, certain features, functionality, or Services, including Third
Party Services (such as LeadConnector phone numbers or email services), may not
be recoverable or retrievable upon reactivation. If you pause some or all of
your Platform Account for more than thirty (30) days, and hOOt Marketing
Systems is still incurring costs on your behalf related to Third Party Services
(such as the costs of securing a particular phone number on your behalf), hOOt
Marketing Systems reserves the right to release the phone number or delete some
or all of your Platform Account in its sole discretion, without liability to
you.

1.9 Third Party Content. The Platform may include
Third Party Content. Your use of Third Party Content is entirely at your own
risk and discretion. All statements and opinions expressed in Third Party
Content are solely the opinions and the responsibility of the third party and
do not necessarily reflect the opinion of hOOt Marketing Systems. hOOt
Marketing Systems is not responsible for Third Party Content and makes no
endorsements, representations or warranties and assumes no liability,
obligation or responsibility for Third Party Content. You are responsible for
ensuring that your engagement or transactions with Third Party Content is in
compliance with these Terms and any applicable laws.

1.10 Excessive Use Restrictions; Trials. hOOt
Marketing Systems provides access to the Platform on a tiered-pricing basis,
and some tiers can process more data with less impact on performance. We have
no liability for the effect that your excessive data use may have on
performance. If, in hOOt Marketing Systems' sole discretion, we determine that
your data use is excessive, abusive, or has a negative effect on the Platform
in anyway, we may (1) require that you upgrade your Services in order to
continue your activity levels if your data use exceeds the intended use of your
existing Platform tier or if hOOt Marketing Systems' operational costs to
support your Platform usage exceeds the subscription price; (2) suspend or
terminate your use of the Platform or Services, and/or (3) reduce the amount of
data you are able to use.

Trial periods are not intended to be used
consecutively. If we discover that you are doing back-to-back trials to avoid
paying a subscription fee, then, without prejudice to any other remedies
available under law, hOOt Marketing Systems reserves the right to suspend or
terminate your use of the Platform or Services and further ban you from using
the Platform or Services in hOOt Marketing Systems' sole discretion.

1.11 Platform Updates. hOOt Marketing Systems
reserves the right to make updates or changes to the Platform at any time,
including changes that may affect the previous mode of operation of the
Platform. You agree that your use of the Platform or purchase of Services is
not contingent on hOOt Marketing Systems' future delivery or release of any
functionality or features, or dependent on any oral or written public comments
made by hOOt Marketing Systems regarding future functionality or features.

1.12 Yext Services. hOOt Marketing Systems may offer
Yext services as part of its platform offerings. All Yext services are subject
to Yext's terms and conditions in addition to these Terms. By using Yext
services through hOOt Marketing Systems, you agree to comply with all
applicable Yext terms and policies.

2. Fees and Payment

2.1 Fees. You agree to pay all Fees applicable to
your use of the Platform and Services. You will be billed in advance on a
recurring and periodic basis (such as monthly or annually), depending on the
type of subscription plan you select when purchasing the Services. At the end
of each period, your subscription will automatically renew under the exact same
conditions unless you cancel it or hOOt Marketing Systems cancels it. You may
cancel your subscription renewal either through your online account management
page or by contacting hOOt Marketing Systems' customer support team.

2.2 Fee Changes. hOOt Marketing Systems, in its sole
discretion and at any time, may modify the Fees for the Services. Any Fee
change will become effective at the end of the then-current billing cycle. hOOt
Marketing Systems will provide you with reasonable prior notice of any change
in Fees to give you an opportunity to terminate your subscription before such
change becomes effective. Your continued use of the Service after the Fee
change comes into effect constitutes your agreement to pay the modified Fee
amount.

2.3 Refunds. Certain refund requests may be
considered by hOOt Marketing Systems on a case-by-case basis and granted at the
sole discretion of hOOt Marketing Systems.

2.4 Taxes. Unless otherwise stated, the Fees do not
include any taxes, levies, duties or similar governmental assessments of any
nature, including, for example, value-added, sales, use or withholding taxes,
assessable by any jurisdiction whatsoever (collectively, "Taxes").
You are responsible for paying all Taxes associated with your purchases
hereunder. If hOOt Marketing Systems has the legal obligation to pay or collect
Taxes for which you are responsible under this Section, hOOt Marketing Systems
will invoice you and you will pay that amount unless you provide hOOt Marketing
Systems with a valid tax exemption certificate authorized by the appropriate
taxing authority.

3. Prohibited Uses

You agree not to use the Platform or engage in any
activity that: (a) violates any applicable law, rule, or regulation, including
without limitation, the CAN-SPAM Act, TCPA, or any other anti-spam laws or
regulations; (b) is harmful, fraudulent, deceptive, threatening, abusive,
harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise
objectionable; (c) jeopardizes the security of your Platform Account or anyone
else's Platform Account (such as allowing someone else to log in to the Platform
as you); (d) attempts, in any manner, to obtain the password, account, or other
security information from any other user; (e) violates the security of any
computer network, or cracks any passwords or security encryption codes; (f)
runs any form of auto-responder or "spam" on the Platform, or any
processes that run or are activated while you are not logged into the Platform,
or that otherwise interfere with the proper working of the Platform (including
by placing an unreasonable load on the Platform infrastructure); (g) uses the
Platform to send unsolicited communications; (h) "crawls,"
"scrapes," or "spiders" any page, data, or portion of or
relating to the Platform or Content (through use of manual or automated means);
(i) decompiles, reverse engineers, or otherwise attempts to obtain the source
code or underlying ideas or information of or relating to the Platform; (j)
advocates, encourages, or assists any third party in doing any of the
foregoing; or (k) uses the Platform for any Prohibited Uses.

4. Intellectual Property Rights

4.1 Platform Content. The Platform Content, including
all intellectual property rights in and to the Platform Content and the
Platform, are owned by or licensed to hOOt Marketing Systems. You are granted a
limited, non-exclusive, non-transferable, non-sublicensable license to access
and use the Platform Content and the Platform as set forth in these Terms. You
may not use, copy, adapt, modify, prepare derivative works based upon,
distribute, license, sell, transfer, publicly display, publicly perform,
transmit, broadcast or otherwise exploit the Platform Content, except as
expressly permitted in these Terms. No licenses or rights are granted to you by
implication or otherwise under any intellectual property rights owned or
controlled by hOOt Marketing Systems or its licensors, except for the licenses
and rights expressly granted in these Terms.

4.2 Feedback. If you provide Feedback to hOOt
Marketing Systems, you hereby grant to hOOt Marketing Systems a worldwide,
perpetual, irrevocable, royalty-free, fully-paid, nonexclusive, sublicensable,
transferable license to reproduce, prepare derivative works of, distribute,
perform, display, and otherwise use the Feedback for any purpose. You agree
that you will have no recourse against hOOt Marketing Systems for any alleged
or actual infringement or misappropriation of any proprietary right in your communications
to hOOt Marketing Systems.

4.3 Materials. You hereby grant to hOOt Marketing
Systems a non-exclusive, worldwide, royalty-free, fully-paid, sublicensable,
transferable license to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform, and display the Materials in
connection with operating and providing the Platform to you and your customers.
You represent and warrant that: (i) you own the Materials or have the right to
grant the license set forth in this section, and (ii) the Materials and the use
thereof as contemplated herein does not violate the privacy rights, publicity
rights, copyrights, contract rights, intellectual property rights or any other
rights of any person.

4.4 hOOt Marketing Systems Marks. You may not use the
hOOt Marketing Systems Marks (logos, slogans, etc.) for any purpose without the
express written permission of hOOt Marketing Systems.

5. User Contributions

5.1 User Contributions. The Platform may contain
message boards, chat rooms, personal web pages or profiles, forums, bulletin
boards, and other interactive features (collectively, "Interactive
Services") that allow users to post, submit, publish, display, or transmit
to other users or other persons (hereinafter, "post") content or
materials (collectively, "User Contributions") on or through the
Platform. All User Contributions must comply with the Content Standards set out
in these Terms.

5.2 License to User Contributions. By providing any
User Contribution on the Platform, you grant to hOOt Marketing Systems and its
affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free,
fully-paid, sublicensable, transferable license to use, reproduce, modify,
adapt, publish, translate, create derivative works from, distribute, perform,
and display the User Contribution in connection with operating and providing
the Platform to you and your customers.

5.3 User Contribution Representations and Warranties.
You represent and warrant that: (i) you own or control all rights in and to the
User Contributions and have the right to grant the license granted above to us
and our affiliates and service providers, and each of their and our respective
licensees, successors, and assigns; and (ii) all of your User Contributions do
and will comply with these Terms. You understand and acknowledge that you are
responsible for any User Contributions you submit or contribute, and you, not
hOOt Marketing Systems, have full responsibility for such content, including
its legality, reliability, accuracy, and appropriateness. hOOt Marketing
Systems is not responsible or liable to any third party for the content or
accuracy of any User Contributions posted by you or any other user of the
Platform.

5.4 Content Standards. These content standards apply
to any and all User Contributions and use of Interactive Services. User
Contributions must in their entirety comply with all applicable federal, state,
local, and international laws and regulations. Without limiting the foregoing,
User Contributions must not: (i) contain any material that is defamatory,
obscene, indecent, abusive, offensive, harassing, violent, hateful,
inflammatory, or otherwise objectionable; (ii) promote sexually explicit or
pornographic material, violence, or discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age; (iii) infringe
any patent, trademark, trade secret, copyright, or other intellectual property
or other rights of any other person; (iv) violate the legal rights (including
the rights of publicity and privacy) of others or contain any material that
could give rise to any civil or criminal liability under applicable laws or
regulations or that otherwise may be in conflict with these Terms and our
Privacy Policy; (v) be likely to deceive any person; (vi) promote any illegal
activity, or advocate, promote, or assist any unlawful act; (vii) cause
annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass,
alarm, or annoy any other person; (viii) impersonate any person, or
misrepresent your identity or affiliation with any person or organization; (ix)
involve commercial activities or sales, such as contests, sweepstakes, and
other sales promotions, barter, or advertising; or (x) give the impression that
they emanate from or are endorsed by us or any other person or entity, if this
is not the case.

5.5 Monitoring and Enforcement; Termination. hOOt
Marketing Systems has the right to: (i) remove or refuse to post any User
Contributions for any or no reason in our sole discretion; (ii) take any action
with respect to any User Contribution that we deem necessary or appropriate in
our sole discretion, including if we believe that such User Contribution
violates the Terms, including the Content Standards, infringes any intellectual
property right or other right of any person or entity, threatens the personal
safety of users of the Platform or the public, or could create liability for
hOOt Marketing Systems; (iii) disclose your identity or other information about
you to any third party who claims that material posted by you violates their
rights, including their intellectual property rights or their right to privacy;
(iv) take appropriate legal action, including without limitation, referral to
law enforcement, for any illegal or unauthorized use of the Platform; and (v)
terminate or suspend your access to all or part of the Platform for any or no
reason, including without limitation, any violation of these Terms. Without
limiting the foregoing, hOOt Marketing Systems has the right to cooperate fully
with any law enforcement authorities or court order requesting or directing us
to disclose the identity or other information of anyone posting any materials
on or through the Platform. YOU WAIVE AND HOLD HARMLESS HOOT MARKETING SYSTEMS
AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING
FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT
AUTHORITIES.

6. Links to Third Party Websites or Resources

The Platform may allow you to access third-party
websites or other resources. hOOt Marketing Systems provides access only as a
convenience and is not responsible for the content, products, or services on or
available from those resources or links displayed on such websites. You
acknowledge sole responsibility for and assume all risk arising from your use
of any third-party resources.

7. Disclaimers

THE PLATFORM, SERVICES, AND PLATFORM CONTENT ARE
PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE
FOREGOING, HOOT MARKETING SYSTEMS EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE
OF TRADE. HOOT MARKETING SYSTEMS MAKES NO WARRANTY THAT THE PLATFORM WILL MEET
YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE
BASIS. HOOT MARKETING SYSTEMS MAKES NO WARRANTY REGARDING THE QUALITY,
ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY PLATFORM
CONTENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY
THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE,
(D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE
PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND
TELECOMMUNICATIONS PROVIDERS' NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY,
YOU AGREE THAT HOOT MARKETING SYSTEMS IS NOT LIABLE FOR ANY CHANGES TO,
INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A
TELECOMMUNICATIONS PROVIDER'S NETWORK.

HOOT MARKETING SYSTEMS MAKES NO WARRANTY REGARDING
ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN
CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH
TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS
PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE
PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY
BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR
DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY
TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD
PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT
LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR
FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT
SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY
TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS. FROM TIME TO
TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH HOOT MARKETING
SYSTEMS WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR
DOCUMENTATION (COLLECTIVELY, "BETA PRODUCTS") OFFERED BY HOOT
MARKETING SYSTEMS. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE
PROVIDED "AS IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY
WHATSOEVER. HOOT MARKETING SYSTEMS DOES NOT PROVIDE ANY INDEMNITIES, SERVICE
LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE,
IN RELATION THERETO. YOU OR HOOT MARKETING SYSTEMS MAY TERMINATE YOUR ACCESS TO
THE BETA PRODUCTS AT ANY TIME.

8. Limitation of Liability, Indemnification, and
Mitigation

Your exclusive remedy and our entire liability, if
any, for any claims arising out of these Terms and your use of the Platform or
the Services shall be limited to the amount you paid us for Services purchased
on the Platform during the three (3) month period before the act giving rise to
the liability, provided however, this limitation will not apply to you if you
only use the free Services, and in this case, if hOOt Marketing Systems
determines to have any liability to you or any third party arising from your
use of the free Services, then hOOt Marketing Systems' aggregate liability will
be limited to one hundred U.S. dollars.

IN NO EVENT SHALL HOOT MARKETING SYSTEMS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR
PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR
LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD
PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR
STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH
THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE
PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold hOOt
Marketing Systems harmless against all demands, claims, actions, proceedings,
damages, liabilities, losses, fees, costs or expenses (including without
limitation reasonable attorneys' fees and the costs of any investigation)
directly or indirectly arising from or in any way connected with your use of
the Platform ("Claims"), including, but not limited to: (a) our use
of or reliance on information or data supplied or to be supplied by you, your
employees, agents, or customers; (b) any breach of or default under these Terms
by you, your employees, agents, or customers; (c) the wrongful use or
possession of any hOOt Marketing Systems property by you, your employees,
agents, or customers; (d) any negligence, gross negligence or willful
misconduct by you or your employees, agents, or customers; (e)
misrepresentations by you, your employees, agents, or customers (f)
violation(s) of applicable law by you, your employees, agents, or customers,
(g) your actions and the actions of your employees, agents, or customers; (h)
the acts or omissions of you, your employees, agents, or customers in
connection with providing notice and obtaining consents regarding the
origination or content of the SMS or MMS messages, email or other
communications using the Services, (i) Taxes and other Fees and/or (j) any
disputes between (1) you and other users (2) you and your client(s) and/or (3)
your customers.

If the Platform is found to violate any third-party
intellectual property right, at our option we may: (a) obtain the right for you
to continue to use the Platform as contemplated by these Terms; (b) modify or
replace the Platform, in whole or in part, to seek to make the Platform
non-infringing; or (c) require you to immediately cease any use of the
Platform.

9. Limitation On Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT
OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE
(3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED,
REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH
CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause
irreparable injury to hOOt Marketing Systems for which monetary damages would
not be an adequate remedy, and hOOt Marketing Systems shall be entitled to seek
equitable relief, in addition to any remedies it may have hereunder or at law,
without having to post a bond or other security.

11. Waiver And Severability

No waiver by hOOt Marketing Systems of a term or
condition set forth in these Terms shall be deemed a continuing waiver of such
term or condition or a waiver of any other term or condition. Any failure of
hOOt Marketing Systems to assert a right or provision under these Terms shall
not constitute a waiver of such right or provision.

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

12. Change of Control

hOOt Marketing Systems may assign its rights under
these Terms at any time, without notice to you. You may not assign your rights
under these Terms without hOOt Marketing Systems' prior written consent which
may be withheld at hOOt Marketing Systems' sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the
sole and entire agreement between you and hOOt Marketing Systems with respect
to the Platform and supersede all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect
to the Platform. These Terms may not be altered, supplemented, or amended by
the use of any other document(s) unless such document is signed by an
authorized representative of hOOt Marketing Systems.

hOOt Marketing Systems may enter into a separate
agreement with you. The terms of any separate agreement between you and hOOt
Marketing Systems will be considered a part of your entire agreement with hOOt
Marketing Systems. To the extent there is a conflict between these Terms and
the terms of your separate agreement with hOOt Marketing Systems, your separate
agreement with hOOt Marketing Systems will control.

14. Term and Termination. These Terms will remain in
full force and effect so long as you maintain a Platform Account. The sections
of these Terms that are intended to survive termination of your Platform
Account will remain binding even after you are no longer a Platform user.

14.1 Grounds for Termination. You agree that hOOt
Marketing Systems, in its sole discretion, may suspend or terminate your access
to the Platform (or any part thereof) for any reason, with or without notice,
and without any liability to you or to any third party for any claims, damages,
costs or losses resulting therefrom. Any suspected fraudulent, abusive or
illegal activity may be grounds for barring your access to this Platform, and
reporting you to the proper authorities, if necessary. hOOt Marketing Systems
reserves the right to delete Platform Accounts that have remained inactive for
ninety (90) days or more.

14.2 No Right to Services Upon Termination. Upon
termination and regardless of the reason(s) motivating such termination, your
right to use the Platform will immediately cease. hOOt Marketing Systems is not
liable to you or any third party for any claims for damages arising out of any
termination or suspension or any other actions taken by us with regards to your
Platform access.

14.3 No Termination by Third Party Users. hOOt
Marketing Systems has limited access to subscriptions not directly purchased
from us. Any user who has been given access to the Platform by any party other
than hOOt Marketing Systems must contact the party who originally provided
access to the Platform for any inquiries related to termination.

14.4 Force Majeure. In addition to any excuse
provided by applicable law, we shall be excused from liability for non-delivery
or delay in delivery of the Platform or any associated product or service
through the Platform arising from any event beyond our reasonable control,
whether or not foreseeable by either party, including but not limited to: labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond our reasonable control, whether or not similar to those which are
enumerated above.

15. Applicable Law, Binding Arbitration, and Class
Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY
BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH
BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Wyoming will govern these
Terms of Service and any disputes under them, without giving effect to any
principles of conflicts of laws. These Terms may be translated into different
languages—only the English version is valid and enforceable.

Any controversy or claim arising out of or relating
to these Terms shall be exclusively settled by arbitration administered by the
American Arbitration Association in accordance with Commercial Arbitration
Rules, then in effect. This arbitration provision is governed by the Federal
Arbitration Act. The arbitration proceedings shall be held in Sheridan,
Wyoming. Any arbitration award may be entered in a court of competent
jurisdiction.

All claims and disputes within the scope of this
arbitration agreement must be arbitrated or litigated on an individual basis
and not on a class basis. Claims of more than one customer or user cannot be
arbitrated or litigated jointly or consolidated with those of any other
customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall
be made via email. Notices to hOOt Marketing Systems must be sent to
[email protected]. You agree to allow us to submit notices to you
either through the email address you provided when registering, or to any
address we have on record. Notices are effective on receipt.

hOOt Marketing Systems may contact you regarding
these Terms using any information you provide, or by any other means if you do
not provide contact Information. If you no longer wish to receive
communications from hOOt Marketing Systems, you can click on the
"unsubscribe link" provided in such communications or contact us at
[email protected].

When you create a Platform Account, you must
designate a primary email address that will be used for receiving electronic
communication related to these Terms. hOOt Marketing Systems will never send
you an email requesting confidential information such as account numbers,
usernames, or passwords, and you should never respond to any email requesting
such information. If you receive such an email purportedly from hOOt Marketing
Systems, do not respond to the email and notify hOOt Marketing Systems by emailing
us at [email protected].

For all other feedback, comments, requests for
technical support, and other communications relating to the Platform or the
Terms, please contact us at [email protected] or by mail at:

NLS Services LLC dba hOOt Marketing Systems

30 N Gould St Ste R

Sheridan, WY 82801 USA

17. Definitions

17.1 "Communication Surcharges" means any
applicable communications service or telecommunication provider (e.g., carrier)
fees or surcharges related to your use of the Platform.

17.2 "Competitor" shall include, but not be
limited to, any entity carrying on a business of marketing and sales platform,
SaaS, any entity offering one or more services offered by the Platform, or any
entity carrying on a business similar to the business of hOOt Marketing Systems
and its subsidiaries, as determined by hOOt Marketing Systems in its sole
discretion. For the avoidance of doubt, hOOt Marketing Systems customers who
white-label and resell the Platform are not Competitors.

17.3 "Feedback" means ideas You provide to
hOOt Marketing Systems regarding improvements, enhancements, new features, new
products, or other concepts related to the Platform, Services, or other
services, products, matters related to hOOt Marketing Systems' or its
affiliates' business. "Feedback" includes any ideas posted to hOOt
Marketing Systems' ideaboard.

17.4 "Fees" means any fees associated with
the Platform, including but not limited to the monthly subscription services
fee and any fees associated with add-in Services that you may purchase.

17.5 "hOOt Marketing Systems Marks" means
the hOOt Marketing Systems name and related logos and service marks of hOOt
Marketing Systems.

17.6 "Information" means data about You and
Your customers that hOOt Marketing Systems collects on the Platform, including
but not limited to information required to create a Platform Account and use
the Platform for the intended purpose.

17.7 "Login Credentials" means the username
and password used to access your Platform Account, including API keys and
access to third party integrations used with the Platform.

17.8 "Materials" means Your trademarks,
copyright content, any tangible products or services you sell through the
Platform (including description and price), and any photos, images, videos,
graphics, written content, audio files, code, information, or other data
provided or made available by you or your affiliates to hOOt Marketing Systems
or its affiliates.

17.9 "Platform" means any Services,
Training, content, functionality, communication channels, and software or other
services or features offered to customers on or through hOOt Marketing Systems'
website or mobile application.

17.10 "Platform Account" means the account
you created in order to access and use the Platform.

17.11 "Platform Content" means content,
data, features, and functionality, including but not limited to text, graphics,
videos, logos, button icons, databases, music, sounds, images, or other
material that can be viewed on the Platform. Platform Content does not include
User Contributions.

17.12 "Prohibited Uses" means the behaviors
described in Section 3.

17.13 "Services" means the various services
offered by hOOt Marketing Systems through the Platform, including but not
limited to marketing automation, CRM, website building, reputation management,
and Yext services.

17.14 "Taxes" means any sales, use, GST,
VAT, or other taxes, which may be levied in connection with Section 2.4 of
these Terms.

17.15 "Third Party Content" means content
provided by third parties, including but not limited to information providers,
service providers, and merchants.

17.16 "Third Party Services" means services
provided by third parties, including but not limited to payment processors,
marketing services, and other service providers.

17.17 "User Contributions" means content or
materials posted, submitted, published, displayed, or transmitted to other
users or other persons on or through the Platform.

17.18 "You" means the individual or entity
accepting these Terms.

EXHIBIT A

CODE OF CONDUCT

The following activities are prohibited:

- Sending unsolicited commercial electronic messages
(spam);

- Sending messages to recipients who have opted out
or unsubscribed;

- Sending messages to purchased, rented, or
third-party lists where the individuals have not explicitly opted-in to receive
messages from you;

- Sending messages to individuals whose contact
information was collected through lead generation websites or co-registration
offers, if the individuals were not clearly notified that their contact
information would be shared with third parties such as you for marketing
purposes;

- Sending messages that advertise or promote the use
of alcohol, drugs, tobacco, weapons, gambling, pornography, escort services, or
other adult services;

- Sending messages that promote or reference illegal
activity;

- Sending messages that infringe on the intellectual
property, privacy, or publicity rights of another party;

- Sending messages that contain or promote
discriminatory, harassing, or demeaning content;

- Sending messages that contain misleading subject
lines or from addresses;

- Sending messages that do not clearly identify the
sender and do not provide clear information about how the recipient may contact
the sender;

- Sending messages that do not include a working
opt-out or unsubscribe mechanism;

- Sending messages that do not include a valid
physical address;

- Sending messages that do not clearly disclose that
the message is an advertisement or solicitation, if applicable;

- Sending messages that contain malicious code or
other harmful components;

- Sending messages that contain false, deceptive, or
misleading information;

- Sending messages that promote get-rich-quick
schemes, pyramid schemes, or other fraudulent business models;

- Sending messages that offer to send money from
foreign countries, relating to fake lotteries, or similar scams;

- Sending messages that impersonate another person or
entity;

- Sending messages that contain threats, harassment,
or abuse;

- Sending messages that contain sexually explicit
content;

- Sending messages that contain hate speech;

- Payday lending;

- Cryptomining practices;

- Automatic determinations of eligibility for credit,
employment, educational institutions, or public assistance services;

- Engaging in unauthorized practice of law or seeking
unreviewed legal advice;

- Engaging in unauthorized practice of medicine or
seeking unreviewed medical advice;

- Providing unauthorized financial advice;

- Law enforcement application or criminal justice
decisions;

- Military or warfare application, weapons
development;

- Management or operation of critical infrastructure
in energy, transportation, and water;

- Political campaigning or lobbying in violation of
campaign laws

EXHIBIT B

ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

- AI features of the Platform may not be used in any
manner contrary to the relevant laws, regulations, and industry standards, including,
but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA);
financial industry guidelines (e.g., PCI DSS); as a part of automated decision
making process with legal or similarly significant effects; or in violation of
any intellectual property rights or geographical restriction.

- AI features may not be used to discriminate against
any person or groups on grounds of religion, race, sexual orientation, gender,
national/ethnic origin, political beliefs. disability, health status, trade
union membership, age, criminal convictions or engage in any biased,
intimidating, defamatory, harassing, bullying or otherwise inappropriate
behaviors.

- AI features may not be used for generating
individualized advice that in the ordinary course of business would be provided
by a licensed professional including but not limited to medical, financial,
tax, or legal advice. You must disclose to your customers when they are
interacting with an AI-based voice or chatbot.

- All assets created through the use of generative AI
systems must be professional and respectful. You may not use offensive or
abusive language and may not engage in any behavior that could be considered
discriminatory, harassing, or biased when applying generative techniques.

- You must take necessary steps to protect
confidential and sensitive information of your users and customers

- AI usage may not not damage, disable, overburden,
or impair any websites or launches any automated system, including
"robots," "spiders," or "offline readers," that
sends more request messages to any servers in a given period of time than a
human can reasonably produce in the same period by using a conventional
browser.

- AI features may not be used to spread
misinformation, engage in malicious activities, or any other uses that could
harm individuals or society.

- AI features may not be used in any manner which is
prohibited by the Agreement or the Code of Conduct provided herein.