Terms and Agreements

This Master Service Agreement ("Agreement") is entered into between (i) TIPO Entertainment, Inc. doing business as Cdisworkshop, a corporation under the laws of Delaware, or an entity affiliated with Cdisworkshop as listed in the Order Form ("Cdisworkshop"), and (ii) the person, company, or other legal entity named as the customer in the Order Form ("Customer"), and (iii) the agency named as the Customer's agent ("Agency") in the Order Form, if applicable. This Agreement includes and forms part of each Order Form and any Statement of Work, if applicable. An Order Form or Statement of Work may be amended or supplemented at any time if signed and dated by both parties.

BY (1) CLICKING OR CHECKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AND THE AGENCY (IF APPLICABLE) AGREE TO THE TERMS OF THIS AGREEMENT. IF THE PERSON ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF THE CUSTOMER OR THE AGENCY, THAT PERSON REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT PARTY TO THESE TERMS. IF THAT PERSON DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE TO THESE TERMS, THIS AGREEMENT MAY NOT BE ACCEPTED AND THE SERVICES MAY NOT BE USED.

Terms and Conditions of the Platform Agreement

1. DEFINITIONS

"Affiliates" means entities that are under common control with an entity.
"Authorized User" means any employee, representative, or independent contractor of the Customer who is granted access through access protocols by the Customer or by Cdisworkshop.
"Beta Services" means the service(s) made available by Cdisworkshop to the Customer for testing purposes, subject to the terms described in Annex A. Annex A is hereby incorporated by reference.
"Confidential Information" means any trade secret, proprietary, or other non-public information of a party or its Affiliates ("Disclosing Party"), whether provided orally, in writing, or digitally, that is marked as "confidential" or with a similar designation at the time of disclosure, or which the receiving party or its Affiliates ("Receiving Party") knows or reasonably should know to be confidential or proprietary information of the Disclosing Party. This includes, but is not limited to, customer lists, strategic plans, network designs, supplier relationships, pricing (including as set forth in an Order Form under this Agreement), and internal business operations of the Disclosing Party, all of which shall be deemed Confidential Information without any marking or further designation. Information shall not be deemed Confidential Information of the Disclosing Party if: (1) it is already known to the Receiving Party without confidentiality obligations; (2) it is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information; (3) it becomes generally known without breach of this Agreement; or (4) it is lawfully received from a third party without confidentiality obligations.

"Customer Content" means the data, information, text, images, photos, videos, audio, SKUs, return policies, or other content owned or licensed by the Customer and provided to Cdisworkshop under this Agreement or uploaded directly by the Customer, including product descriptions, suggested retail prices, and other information designated as Customer Content, including, where applicable, sample products. Customer Content also includes images or videos that Cdisworkshop has modified for use in the Cdisworkshop platform's video players, for example, through video editing services. Customer Content does not include the Cdisworkshop platform video players that contain Customer Content or derivative works thereof.
"Customer Trademark" means the Customer's brands and all related trademarks, service marks, trade dress, slogans, logos, taglines, labels, and other designs and product identifications.
"Documentation" means user guides, help information, and other documentation related to the Cdisworkshop platform and Beta Services provided by Cdisworkshop to the Customer in electronic or other form.
"End User" means those individuals/shoppers who access the Customer Content through shoppable media links enabled by the Cdisworkshop platform.
"Cdisworkshop Platform" means Cdisworkshop's suite of proprietary web-based applications as described in a duly executed Order Form.
"Order Form" means an executed order form that sets forth the scope of the Customer's (or its Affiliate's, if applicable) use of the Cdisworkshop platform, Beta Services, and other applicable Services.
"Performance Data" means data collected from interactions with Customer Content made available through the Cdisworkshop platform, such as the number of visits, time spent, completed videos, views of product information, clicks on the "add to cart" button, and retailer selection. Performance Data refers to data collected by Cdisworkshop while a user is engaging with the Cdisworkshop platform during the period from when they load the platform until they "check out" with an online retailer.
"Personal Information" means personal information, personal data, or other similar terms as defined under the applicable Regulations, or information otherwise relating to an identified or identifiable natural person.
"Regulations" means all consumer protection laws and laws, rules, and regulations relating to data protection and privacy applicable to the collection, use, sharing, or other processing of Personal Information under this Agreement, as updated or amended from time to time, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the California Consumer Privacy Act ("CCPA"), and the Children's Online Privacy Protection Act of 1998 ("COPPA"). More information about Cdisworkshop's compliance with the Regulations can be found in the Privacy Policy at https://cdisworkshop.com/otherService/tnc.

"Sales Insights" means the data analysis service that uses APIs from retailers and partners regarding users who interact with Customer Content through the Cdisworkshop platform ("Sales Insights Data"), which is then displayed as data within the Cdisworkshop platform. Sales Insights Data is collected after a consumer clicks on "checkout" via the Cdisworkshop platform and purchases the item within a reasonable period of time at an online retailer.
"Services" means the Cdisworkshop platform, Sales Insights, and/or other services listed in an Order Form. Services may be used by the Customer within the Territory/Territories as set forth in a signed Order Form.
"Territory" means the United States, unless otherwise specified in an applicable Order Form.

2. DELIVERY OF SERVICES

Access. During the term specified in the applicable Order Form, Cdisworkshop will provide the Customer with access to the Services. Cdisworkshop will provide the Customer with the necessary passwords, security protocols and policies, network links or connections, and access procedures to allow the Customer and its Authorized Users to access the Services. The Customer is solely responsible for any unauthorized access to or use of the Services and must promptly notify Cdisworkshop of any such unauthorized use known to the Customer.
License. Subject to the terms of this Agreement, Cdisworkshop grants the Customer a non-exclusive, non-sublicensable, non-transferable (except as permitted under Section 12.5) license during the Term to: (1) access and use the Services; (2) use and reproduce the Documentation internally; and (3) allow Authorized Users to access and use the Services. The Customer may grant its Affiliates and their respective employees, contractors, and agents access as Authorized Users, provided that the Customer remains responsible for compliance with these terms by those users. If an Affiliate executes an Order Form that references this Agreement, that Affiliate will be deemed a party to this Agreement and considered a "Customer" as applicable. Unless otherwise stated in an Order Form, the License is solely for use within the United States and its territories.
Cdisworkshop Platform. Subject to the terms of this Agreement, Cdisworkshop grants the Customer a non-exclusive, non-sublicensable, non-transferable (except as permitted under Section 12.5) license to display the Cdisworkshop platform on the Customer's digital properties or on third-party digital properties as designated by the Customer ("Permitted Properties"). Notwithstanding the foregoing, the Customer may grant sublicensing rights only as necessary to display the Cdisworkshop platform on the Permitted Properties. The Customer may not modify, remove, obscure, or disable any part of the Cdisworkshop platform.
Sales Insights. If the Services include the provision of Sales Insights, Cdisworkshop grants the Customer a limited, non-sublicensable, non-exclusive, non-transferable license to access the Sales Insights data in the form and in accordance with the Documentation or instructions provided by Cdisworkshop.
Restrictions. Except as expressly permitted under this Agreement, neither the Customer nor any Authorized User nor any third party shall directly or indirectly: (1) grant access to the Services, Beta Services, or Documentation to any third party who is not an Authorized User; (2) modify, adapt, translate the Services, Beta Services, or Documentation; (3) sublicense, rent, sell, resell, lend, distribute, or otherwise make the Services, Beta Services, or Documentation available to unauthorized third parties (including but not limited to use for service bureau purposes); (4) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (or underlying ideas, algorithms, structure, or organization) of the Services or Beta Services, except as permitted by law; (5) interfere in any way with the operation of the Services or Beta Services or the hardware and networks used to operate them; (6) modify, copy, or create derivative works of any part of the Services, Beta Services, or Documentation; (7) access or use the Services or Beta Services to build a similar or competing product or service; (8) attempt to access the Services or Beta Services through any non-approved interface; or (9) use the Services or Beta Services in a manner that violates applicable law, the Documentation, or this Agreement.
Additional Services. If the parties agree that Cdisworkshop will provide additional or custom services ("Additional Services"), these Services will be described in a signed Order Form or appendix thereof, which will include: (1) a description of the Additional Services to be performed; (2) the schedule for performance; and (3) if applicable, separate fees. Cdisworkshop may, in providing such Services, include certain trend or market information on a non-exclusive basis, which remains the property of Cdisworkshop or its licensors. In the event of a conflict between the terms of an Order Form and this Agreement, the terms of this Agreement shall prevail.
Suspension of Cdisworkshop Services. The Customer acknowledges that Cdisworkshop may suspend delivery of the Cdisworkshop platform or any part thereof at any time, including to protect Cdisworkshop's systems from, for example, a denial-of-service attack, computer virus, or other security threat. Cdisworkshop will provide the Customer with reasonable prior notice of planned suspensions. If the delivery of Sales Insights is no longer possible, Cdisworkshop may also suspend such delivery and will, where possible, notify the Customer in advance.

3. INTELLECTUAL PROPERTY

Ownership. The Services (including but not limited to the Sales Insights Data), Beta Services, Documentation, and all worldwide intellectual property rights therein are the exclusive property of Cdisworkshop and/or its suppliers and licensors. All rights to the Services, Beta Services, Sales Insights Data, and Documentation not expressly granted to the Customer under this Agreement are reserved by Cdisworkshop and its suppliers and licensors. Except as expressly provided herein, no explicit or implied license or right of any kind is granted to the Customer with respect to the Services, Beta Services, Sales Insights Data, or Documentation. Subject to the foregoing, the Customer retains all rights, title, and interest in the Customer Content and Performance Data.
Customer Content; Performance Data. The Customer grants Cdisworkshop a non-exclusive, royalty-free, fully paid-up license to use, reproduce, distribute, publicly display, publicly perform, modify, and create derivative works of the Customer Content and Performance Data for the purposes of: (1) providing the Services; (2) Cdisworkshop's internal and diagnostic use (e.g., to develop, deliver, and improve Cdisworkshop's Services and future products and services); and (3) solely with respect to Performance Data, to display such data in an anonymized and aggregated form that does not identify the Customer or its End Users ("Anonymized Data"). All use of Customer Marks shall be subject to the Customer's brand guidelines as made available to Cdisworkshop. All goodwill arising from the use of the Customer Marks shall inure exclusively to the benefit of the Customer. The Customer Content and Customer Marks, together with all worldwide intellectual property rights therein, remain the exclusive property of the Customer. All rights to the Customer Content and Customer Marks not expressly granted to Cdisworkshop under this Agreement are reserved by the Customer.
Permitted Properties. Between the parties, the responsibility for and/or ownership of the Permitted Properties and all content contained therein, except for the Cdisworkshop platform licensed below, shall remain entirely with the Customer.
Feedback. The Customer hereby grants to Cdisworkshop a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer, including those from Authorized Users, relating to the Services. This Section 3 shall survive termination of this Agreement.

4. FEES AND PAYMENT

Fees. The Customer shall pay Cdisworkshop the fees as described in the applicable Order Form. Unless otherwise stated in the Order Form, payments shall be made in USD, no later than thirty (30) days after the invoice date. The Customer shall provide Cdisworkshop with complete, accurate, and up-to-date billing and contact information. Cdisworkshop reserves the right to suspend delivery of the Services if payments are more than thirty (30) days overdue.
Taxes. All fees owed by the Customer in connection with this Agreement are exclusive of taxes. The Customer shall pay all sales, use, excise, and other taxes, as well as applicable export and import charges, customs duties, and similar levies that may be imposed on the Customer in connection with this Agreement, excluding payroll taxes for Cdisworkshop employees and taxes based on Cdisworkshop's net income.
Interest. Amounts not paid on time shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum permitted by law if lower, from the due date until payment is made.

5. CUSTOMER RESPONSIBILITIES

1. Customer Warranty. The Customer represents and warrants that the Customer Content, and its use by or on behalf of Cdisworkshop as contemplated herein, will not: (1) be misleading, defamatory, obscene, pornographic, or unlawful; (2) contain viruses, worms, or other malicious computer code intended to damage Cdisworkshop's systems or data; or (3) otherwise infringe upon the rights of any third party. Cdisworkshop is under no obligation to back up any Customer Content; the Customer is solely responsible for making backups of all Customer Content, at its own expense and risk.

2. Data and Security. The Customer and its Authorized Users have access to the Customer Content and are responsible for all modifications to and/or deletions of Customer Content and for the security of all passwords and other access protocols required to access the Services. The Customer bears full responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

6. DATA TASKS

1. The initial amount for each set of TASKS for the platform user/agent is $150.

2. After completing all Data Tasks, users must request a full withdrawal and receive the withdrawal amount before re-enrolling into the account. **Users should only request a withdrawal after completing (1) set of assigned tasks.

3. Newly Registered Users may receive an additional bonus of 400 USDT upon completing 2 sets of tasks on the first day.

7. WITHDRAWAL

1. Please DO NOT use the same cryptocurrency address to register multiple user accounts on the platform. If detected by the system, the account will be frozen.

2. Users may request a full withdrawal once all product data has been completed. **Users may request a withdrawal after completing one (1) set of tasks.**

3. Withdrawal or refund is not possible during the active traffic generation process.

4. Users must submit a withdrawal request through the platform in order to receive payment.

5. The maximum withdrawal amount depends on the membership level. For regular members, the maximum withdrawal is 9,999 USDT.

6. Outstanding amounts owed to the merchant must be repaid within the specified grace period. Legal costs are borne by the party that fails to repay the merchant. All funds in the account will be classified as unclaimed.

7. Products from personal multi-accounts will lead to suspension of the merchant's store, damaging the merchant's credibility and invalidating products. The platform prohibits the use of the same cryptocurrency address for multiple accounts. Please DO NOT use personal multi-accounts; if a cryptocurrency address is linked to multiple accounts, all funds will be frozen for up to 90 days or the account will be permanently blocked.

8. The platform is designed to prevent malicious money laundering or improper withdrawals.

9. Link your financial information to the platform before submission. Before proceeding, withdrawal customers must comply with all product submission requirements. During platform working hours, you may withdraw your funds via the "Withdrawal" interface. Click the "Submit" button after entering the withdrawal amount and input your withdrawal password to continue. The exact time of receipt depends on the cryptocurrency wallet.

10. Minimum Credit Score Requirement: To qualify for fund withdrawals, customers must have a minimum credit score of 90–100 as determined by Cdisworkshop. The credit score is evaluated based on the assessment model chosen by Cdisworkshop. Customers with a score below 100 cannot withdraw funds until their score reaches the required level. Please contact customer service for inquiries.

8. FUNDS

1. All user funds are securely stored in the user's account and may be withdrawn after (2) sets of tasks have been completed.

2. To prevent the loss of funds, all funds are automatically processed by the system and not manually.

3. In the event of an unexpected loss of funds, the platform assumes full responsibility.

4. Each account is required to complete all (2) sets of tasks on the respective account and must have at least $50 in funds in order to process a withdrawal.

5. Each product comes from a different merchant. If you do not make a deposit within 30 minutes, you must reconfirm the merchant's cryptocurrency address with customer service before making the deposit.

6. To ensure that the deposit is processed quickly, please make sure that the cryptocurrency address and the amount you transfer match the provided information. If you encounter any unsolvable problems during the deposit process, please contact the platform's customer service immediately. Due to the large number of transactions, you are requested to carefully check this platform's deposit address before making a deposit.

7. If your account has a negative balance, you must first make a deposit before proceeding to the next product.

9. ACCOUNT SECURITY

1. Do not share your password with third parties. Cdisworkshop is not responsible for any loss of funds.

2. Users are advised not to use their date of birth, ID card number, or phone number as a withdrawal code or login password.

3. Users may contact online support to reset their withdrawal or login password.

4. The tasks/data that must be completed on the Cdisworkshop platform are real-time data from actual users. Therefore, users must ensure the confidentiality of the tasks and the integrity of the platform in accordance with the Non-Disclosure Agreement (NDA).

5. Only one (1) account registration is allowed per mobile phone number. If the platform discovers that users are creating multiple accounts to unlawfully generate income, the account will be frozen.

6. Legal action will be taken in the event of malicious misappropriation of an account.

7. Since the platform and merchants have signed a Non-Disclosure Agreement, all agents/users are prohibited from disclosing operational procedures and systems of the platform on social media or uploading them to other online platforms.

8. Member accounts are non-transferable, and funds in the account may not be transferred to other member accounts. If it is found that a user is performing such actions, both their account and the involved member account will be frozen.

9. Based on the Non-Disclosure Agreement, the platform reserves the right to take legal action or other measures if it is found that a user/agent discloses the platform model or operational details without authorization (including screenshots, photos, related information, platform rules, etc.).

10. DATA / TASKS

1. Regular users receive a 1% commission per generated traffic task. LEVEL 2 users receive 2% per traffic task. LEVEL 3 users receive 3% per data task.

2. LEVEL 4 users receive 5% per data task and have the ability to invite an unlimited number of new members.

3. Each completed data task/order will be directly credited back to the user's account as funds and rewards.

4. The system randomly assigns Data/Orders to the user account based on the total amount in the user's account.

5. Users have the chance to receive higher-reward tasks depending on the system.

6. All Data/Orders are randomly assigned by the system. Once assigned to a user account, they may not be canceled, skipped, modified, or ignored. This is strictly prohibited.

7. To protect the interests of users, the number of tasks will increase according to the total balance in the account, and earnings will increase accordingly.

8. If the platform receives a complaint from a merchant that a task has not been completed after a long time, the user account will be frozen.

9. New DATA is posted on the platform every minute. Data that fails to generate traffic for a long period will be uploaded back into the system as failed. To protect the credibility of the merchant, users must complete DATA/TASKS within 24 hours. Failure to do so may result in a complaint from the merchant, and the task may be penalized or frozen.

10. The Customer will provide the cryptocurrency address through which users can make deposits.

11. PREMIUM PACKAGE

1. The system randomly assigns Premium Package tasks based on the user's membership level and the account balance. Users have a chance to receive 0–5 Premium Package tasks out of 39 tasks. The probability of receiving 1 or 2 Premium Package tasks is higher.

2. Regular users receive 3X–20X commission for each task in the Premium Package.

3. LEVEL 2 users and above receive 10X–30X commission for each task in the Premium Package.

4. Once users receive a Premium Package, the funds are not immediately returned to the account but only after each task/order in the package combination has been completed. Every user has the chance to receive a Premium Package.

5. The system randomly assigns Premium Packages to the user's account based on the total account balance.

6. Once Premium Packages are assigned to users, the corresponding tasks cannot be canceled or skipped.

7. For all membership levels, Premium Packages may consist of combinations of 1–3 tasks.

8. All membership levels have a maximum top-up limit of $9,999.

12. THE DEPOSIT

1. The amount of the deposit is the user's choice; we cannot determine the deposit amount for the user. We recommend that users deposit according to their own means or after they have become familiar with the platform.

2. If a user needs to make a deposit due to multiple products, we recommend that the user deposit according to the negative balance shown in the account.

3. To make a deposit, the user must request and confirm the cryptocurrency address details with online customer service.

4. If the user makes a deposit to the wrong cryptocurrency address, the platform is not responsible for any loss.

5. The minimum deposit requirement on the platform is 20 USDT. Users must contact customer service before each deposit to obtain the most recent wallet address.

6. If the user has not confirmed the deposit information or wallet address with customer service, and a problem or error occurs with the deposit, the user is solely responsible for the loss.

13. INVITATION

1. New users may only invite other users after checking in for 14 days, or after upgrading to LEVEL 2 membership through their Member ID.

2. Users cannot invite other users if the account has not completed all products.

3. Once the invitation code has been used, it will take 14 days before the Member ID can be regenerated.

4. The referrer will receive a 26% commission on the member invited through him/her.

5. Platform users can become platform agents by recruiting new members and may receive additional dynamic rewards. The reward amounts to 26% of the daily profit of the directly referred first-line user.

14. WARRANTIES AND DISCLAIMERS

Representations of Both Parties. Each party represents and warrants to the other party that: (1) it has the full right, power, and authority to enter into this Agreement and fulfill its obligations hereunder; (2) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (3) its execution and performance of this Agreement does not result in any breach of or conflict with any other agreement to which it is a party.
Limited Warranty. Cdisworkshop warrants to the Customer that the Services will substantially conform to the Documentation. Provided that the Customer notifies Cdisworkshop in writing of any breach of this warranty during the Term, Cdisworkshop shall use commercially reasonable efforts to correct the defect as the Customer's sole and exclusive remedy.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.2, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS," AND CDISWORKSHOP MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR DOCUMENTATION OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY CDISWORKSHOP TO THE CUSTOMER. CDISWORKSHOP MAKES NO WARRANTY REGARDING THE ACCURACY OF ANY DATA OR INFORMATION PROVIDED BY THIRD PARTIES AND SHALL NOT BE LIABLE FOR ANY DELAYS, INTERRUPTIONS, FAILURES, OR OTHER PROBLEMS ARISING FROM THE CUSTOMER'S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS. THESE DISCLAIMERS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN CDISWORKSHOP AND THE CUSTOMER, AND CDISWORKSHOP'S PRICING IS BASED ON THIS RISK ALLOCATION AND THE LIMITED WARRANTIES SPECIFIED ABOVE. CDISWORKSHOP DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

16. LIMITATION OF LIABILITY

Special Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA AND SIMILAR CLAIMS, REGARDLESS OF THE BASIS OF THE CLAIM OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation. THE MAXIMUM LIABILITY OF EACH PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CDISWORKSHOP DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, NEGLIGENCE, OR EVENT GIVING RISE TO LIABILITY.
Basis of the Agreement. The parties agree that the liability limitations set forth in this Article 16 shall remain in effect and fully applicable, even in the event of a failure of consideration or an exclusive remedy. The parties acknowledge that the pricing is based on these liability limitations and that these limitations form an essential part of the agreement between the parties. This Article 16 shall survive the termination of this Agreement.

17. CONFIDENTIALITY

Confidential Information. The Receiving Party agrees to: (1) not use or disclose Confidential Information except as expressly permitted under this Agreement; (2) protect the Disclosing Party's Confidential Information with the same degree of care as it applies to its own confidential information, but in no event with less than reasonable care; (3) keep the Disclosing Party's Confidential Information strictly confidential; and (4) limit access to the Disclosing Party's Confidential Information to employees, agents, or Authorized Users who need to know such information and are bound by confidentiality obligations at least as strict as those contained in this Agreement.
Compelled Disclosure. Nothing in this Agreement prevents the Receiving Party from disclosing Confidential Information or Personal Data if required to do so under a court order or any legal, regulatory, criminal, or similar requirement or investigation; provided that the Receiving Party will use reasonable efforts to: (1) promptly provide written notice to the Disclosing Party of such disclosure requirement; and (2) cooperate with the Disclosing Party to prevent or limit such disclosure, or to obtain a protective order.
Return or Destruction of Confidential Information. Upon the Disclosing Party's written request, the Receiving Party shall destroy or return all Confidential Information in its possession (as directed by the Disclosing Party), except to the extent such Confidential Information is reasonably deemed necessary to document the performance or compliance with this Agreement. Nothing in this Section 17.3 requires the destruction or alteration of computer back-ups or similar storage media created in the ordinary course of business that contain the Disclosing Party's Confidential Information, provided that the Receiving Party continues to comply with its obligations regarding such Confidential Information. This Section 17 shall survive the termination of this Agreement.

18. PERSONAL DATA, DATA PROTECTION AND SECURITY

Personal Data. Customer agrees that, in performing its obligations under this Agreement, Cdisworkshop may process Personal Data relating to the Customer's employees, representatives, contractors, and End Users. Cdisworkshop agrees to process such Personal Data in accordance with applicable Regulations and this Agreement. The Customer represents and warrants that it has provided all necessary notices and obtained all necessary consents to provide Personal Data to Cdisworkshop under this Agreement, and that the Customer has complied with and will continue to comply with all applicable Regulations regarding any Personal Data it makes available to Cdisworkshop in connection with this Agreement.
Security Measures. Cdisworkshop will implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Data within Cdisworkshop's control, and will take other necessary actions to meet high industry security standards.
Data Breach Notification and Incident Response. In the event that an unauthorized third party gains access to, modifies, exfiltrates, or otherwise compromises the security of Personal Data (a "data breach") held by Cdisworkshop, Cdisworkshop will promptly notify the Customer and, to the extent possible, provide details of the data breach, including the steps being taken to mitigate potential risks and damages. Notification of a data breach by Cdisworkshop does not constitute an admission or acceptance of any fault or liability regarding the data breach.

19. INDEMNIFICATION

By Cdisworkshop. Cdisworkshop shall, at its own expense, defend any lawsuit brought against the Customer and shall pay any settlement that Cdisworkshop makes or approves, or damages finally awarded in such lawsuit, to the extent it is based on a third-party claim alleging that the Services misappropriate a trade secret recognized under the Uniform Trade Secrets Act, or infringe any copyright or U.S. patent issued as of the Effective Date. If any part of the Services becomes, or in Cdisworkshop's opinion is likely to become, the subject of an infringement claim, Cdisworkshop may, at its option: (1) obtain for the Customer the right to continue using the Services; (2) replace the Services with non-infringing software or services that do not materially reduce the functionality of the Services; (3) modify the Services so that they are no longer infringing; or (4) terminate this Agreement and refund any unused prepaid fees for the remaining term, after which the Customer shall immediately cease all use of the Services and Documentation. Notwithstanding the foregoing, Cdisworkshop shall have no obligations under this Section 10.1 or otherwise with respect to claims arising from: (5) any use of the Services in violation of this Agreement or outside the specified Documentation; (6) use of the Services in combination with other products, equipment, software, or data not supplied by Cdisworkshop; or (7) any modification of the Services by anyone other than Cdisworkshop or its authorized agents (collectively, the "Exclusions", and each individually an "Exclusion"). This Section 10.1 constitutes the Customer's sole and exclusive remedy and Cdisworkshop's entire liability (including its directors, employees, shareholders, contractors, or representatives) for infringement claims and proceedings.
By Customer. The Customer shall, at its own expense, defend Cdisworkshop against any third-party lawsuit, and shall pay all settlements that the Customer makes or approves, or damages finally awarded in such lawsuit, to the extent it is based on a claim arising out of or relating to: (1) Customer Content that misappropriates a trade secret recognized under the Uniform Trade Secrets Act, or infringes any copyright or U.S. patent; or (2) an Exclusion. This Section 10.2 constitutes Cdisworkshop's sole and exclusive remedy and the Customer's entire liability (including its directors, employees, shareholders, contractors, or representatives) for the claims and actions described herein.
Procedure. The obligations of the indemnifying party set forth above are expressly conditioned upon the following: (1) the indemnified party promptly provides written notice to the indemnifying party of any threatened or actual claim or lawsuit; (2) the indemnifying party has sole control of the defense or settlement of any claim or lawsuit; and (3) the indemnified party cooperates with the indemnifying party to facilitate the settlement or defense of any claim or lawsuit.

20. TERM

Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as an applicable Order Form is active. This Agreement shall remain in effect for two (2) years following the expiration or termination of the last Order Form, unless earlier terminated by either party in accordance with the provisions herein (the "Term"). Any termination of this Agreement shall also constitute termination of all Order Forms. Notwithstanding the foregoing, all provisions that by their nature are intended to survive the Term shall remain in effect after termination or expiration.
Termination. Either party may terminate this Agreement in the event of a material breach, provided that the other party is given written notice with a minimum cure period of thirty (30) days specifying the nature of the alleged breach and an opportunity to remedy it. If such breach is not cured within this 30-day period, the party giving notice of the breach may terminate this Agreement without further notice.

21. MISCELLANEOUS

Governing Law and Jurisdiction. This Agreement and all related actions shall be governed by and construed in accordance with the laws of the State of New York, without applying conflict of law principles. The Customer hereby expressly consents to the exclusive personal jurisdiction and venue of the state and federal courts located in the district where Cdisworkshop's principal office is situated, for any legal actions arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of a dispute, the prevailing party shall be entitled to recover legal costs, including attorneys' fees and other expenses.
Export. The Customer agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data obtained from Cdisworkshop or products utilizing such data, in violation of U.S. export laws or regulations.
Severability. If any provision of this Agreement is deemed invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision shall be modified so that it is valid and enforceable to the maximum extent permitted by law.
Waiver. Any waiver of or failure to enforce a provision of this Agreement on one occasion shall not be considered a waiver of any other provision or of the same provision on another occasion.
No Assignment. Except as necessary in connection with the provision of Services, neither party may assign, subcontract, delegate, or otherwise transfer this Agreement or its rights and obligations hereunder without the prior written consent of the other party. Any attempted assignment in violation of the foregoing shall be null and void. However, Cdisworkshop may assign this Agreement without Customer's consent in the event of a merger, acquisition, reorganization, or sale of substantially all of its assets, by operation of law, or to an affiliate of Cdisworkshop. Subject to the foregoing, the terms of this Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and permitted assigns.
Force Majeure. Delay in the performance of any obligation by either party (except for the payment of amounts due) shall not be deemed a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, health crisis, or any other event beyond the reasonable control of that party, provided that the party makes reasonable efforts to notify the other party of the cause of the delay and resumes performance as soon as reasonably possible.
Independent Contractors. The relationship between Cdisworkshop and Customer is that of independent contractors, and neither party is an agent or partner of the other. The Customer shall not represent to third parties that it is authorized to act on behalf of Cdisworkshop.

Notices. Each party must provide all notices or other communications required or permitted under this Agreement in writing via (1) a nationally recognized courier service, or (2) email. Notice via courier service is effective upon receipt or refusal of delivery. Notice via email is effective at the time of sending, even if the sender receives an automated message indicating delivery failure, provided that the sender sends a physical copy of the notice by courier service within ten business days. Notices must be delivered to the address listed on the first page of this Agreement or as specified in an Order Form.
Counterparts. This Agreement and other documents to be delivered in accordance with this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
Publicity. During and after the Term (unless terminated by the Customer due to a breach by Cdisworkshop), Cdisworkshop shall have the right to identify Customer as a client of Cdisworkshop (e.g., on Cdisworkshop's website and in marketing materials), including the use of a Customer trademark subject to the written guidelines provided by Customer to Cdisworkshop. Customer will make an appropriate representative available to respond to inquiries from prospective Cdisworkshop customers regarding the Services. Customer also agrees that Cdisworkshop may prepare and use a public case study during or after the Term, and will agree to participate in at least one press opportunity with Cdisworkshop during or after the Term.
Entire Agreement. Except as set forth in an applicable data, privacy, or security policy or agreement, this Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter herein, and supersedes and merges all prior discussions between the parties relating to such subject matter. No modification or amendment of this Agreement, or waiver of any rights under this Agreement, shall be effective unless in writing and signed by an authorized representative of both Customer and Cdisworkshop.

Appendix A – Beta Services

Additional Terms. Notwithstanding any contrary provision in the Agreement, the following terms apply to the Customer's use of the Beta Services:

License. The specific features and functionalities of the Beta Services are described in an Order Form signed by both parties. Subject to the terms of the Agreement, the relevant Order Form, and this Appendix A, Cdisworkshop grants Client a limited, non-sublicensable, non-exclusive, non-transferable license to use the Beta Services in accordance with the instructions provided by Cdisworkshop.
Access and Restrictions. The Client shall disclose the Beta Services and the information, reports, data, or other results or work products obtained through or provided to Client in connection with the Beta Services (collectively, the "Beta Service Reports") only to its Authorized Users to the extent necessary for the expressly and unambiguously licensed use, and only after such Authorized Users have agreed in writing to confidentiality obligations no less restrictive than those in this Agreement. Client may not disclose the Beta Service Reports, Beta Services, or copies thereof to any third party without Cdisworkshop's prior written consent. The Beta Services and Beta Service Reports shall (1) be used internally by Client only, and (2) be considered Confidential Information of Cdisworkshop. The Beta Service Reports are not Performance Data.
Feedback. Cdisworkshop makes the Beta Services available to Client for evaluation and feedback purposes without any compensation of any kind. Client agrees to provide feedback as reasonably requested by Cdisworkshop and acknowledges that Cdisworkshop owns all feedback provided. Client grants Cdisworkshop, if necessary, a perpetual, irrevocable, royalty-free, worldwide license to use and/or incorporate such feedback into a Cdisworkshop product or service (including the Beta Services), at Cdisworkshop's sole discretion.
Modification and Termination. Cdisworkshop reserves the right, at any time in its sole discretion and without liability to Client, to modify or discontinue any aspect of the Beta Services, for any reason, without prior notice. Cdisworkshop also reserves the right to suspend or terminate Client's access to the Beta Services immediately (1) if Client breaches the terms of the Agreement, this Appendix A, or any applicable Third-Party Software terms; (2) if any act or omission of Cdisworkshop's licensors adversely affects Cdisworkshop's ability to provide Beta Services to Client; or (3) at Cdisworkshop's sole discretion at any time. The terms for each Beta Service apply from the date of execution of the relevant Order Form and remain in effect until the earliest of (4) the expiration or termination of the Agreement or Order Form relating to the Beta Services; (5) the suspension or termination of the Beta Services by Cdisworkshop under this Section; or (6) the date on which Cdisworkshop, in its sole discretion, makes such Beta Services generally available. If Cdisworkshop makes the Beta Services generally available, they will be governed by the same terms as other "Services" under the Agreement (unless otherwise agreed in writing), and all documentation related to the Beta Services shall be deemed "Documentation" under the Agreement. Cdisworkshop may, at its discretion, require additional fees for the continued provision of such services.
Warranties. The parties acknowledge that the Beta Services are experimental in nature and that the Beta Services are provided "AS IS" and may not operate on every machine or in every environment. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CDISWORKSHOP MAKES NO (AND HEREBY EXPRESSLY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, USAGE IN TRADE, MERCHANTABILITY, VALIDITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE BETA SERVICES, THE DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY CDISWORKSHOP. CDISWORKSHOP DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT THE OPERATION OF THE BETA SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT'S USE OF THE BETA SERVICES IS AT CLIENT'S SOLE RISK.
Indemnification. Client shall, at its own expense, defend any lawsuit brought against Cdisworkshop, and shall pay any settlement entered into by Client or damages finally awarded in such lawsuit, to the extent that such lawsuit is based on a claim arising from or related to (1) Client's use of the Beta Services, and (2) breach or alleged breach of Client's obligations under this Appendix A.
Limitation of Liability. IN NO EVENT SHALL CDISWORKSHOP BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THIS APPENDIX A, WHETHER DIRECT OR INDIRECT: (1) LOSS OF DATA, (2) LOSS OF REVENUE, (3) LOST OPPORTUNITIES, (4) LOSS OF PROFITS, AND (5) RECOVERY COSTS OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF LAW OR OTHERWISE, AND WHETHER OR NOT CDISWORKSHOP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CDISWORKSHOP'S LIABILITY HEREUNDER IS LIMITED TO $50.00.