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AGREEMENT

This Software as a Subscription Agreement (this “SaaS Agreement” or “Agreement”) is entered into by Buzz Group, Inc., a Wyoming corporation (“Buzz”) and the Client (“Client”). Buzz and Client are sometimes referred to jointly as the “Parties” or “Party.” This Agreement is entered into according to the terms and conditions below to which the parties hereby acknowledge and agree.

1. SUBSCRIPTION SERVICES

1.1 Purpose. 

This Agreement sets forth the terms and conditions under which Buzz agrees to provide 

1. certain hosted “software as a subscription” (“SaaS”) for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefore, a “Platform”) to Authorized Users, as further set forth in this Agreement and 

2. all other implementation services, customization, integration, data import, site monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with “SaaS”) related to Client’s access to, and use of, such “SaaS”. 

3. Services beyond the scope of sections a and b above, in support of Client’s business are available under separate agreement.
    

1.2 Services; Access and Use License. 

Subject to the terms and conditions of this Agreement, during the Term, Buzz shall use commercially reasonable efforts to provide Client and Authorized Users access to the Platform. Subject to the terms and conditions of this Agreement, during the Term, Buzz hereby grants Client and Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use the Platform, solely for the purposes as set forth herein. 

1.3 Subscription Services. 

Each applicable Agreement shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions. 

1.4 Changes to Platform. 

Buzz may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to 

(a) maintain or enhance the 

(i) quality or delivery of Buzz’s products or services to its Clients, 

(ii) the competitive strength of, or market for, Buzz’s products or services, 

(iii) such Platform’s cost efficiency or performance, or 

(b) comply with applicable law

2. PLATFORM ACCESS AND AUTHORIZED USERS 

2.1 Administrative Users. 

During the configuration and set-up process for the Platform (“Software”), Client will identify an administrative Username and Password for Client’s Buzz account. Buzz reserves the right to refuse registration of, or cancel Usernames and Passwords it deems inappropriate. 

2.2 Authorized Users. 

Client may allow an unlimited number of Client’s employees and/or volunteers to use the applicable Platform on behalf of Client as “Client Users.” 

2.3 Authorized User Conditions to Use. 

As a condition to access and use of Client’s Platform, Client Users shall agree to abide by the terms of this Agreement, or a subset hereof, and, in each case, Client shall ensure such compliance. Client shall immediately notify Buzz of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User. 

2.4 Account Responsibility. 

1. Client will be responsible for 

   1. all uses of any account that Client has access to, whether or not Client has authorized the particular use or user, and regardless of Client’s knowledge of such use, and 

   2. securing its Buzz account, passwords (including but not limited to administrative and user passwords) and files. 

2. Buzz is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. 

3 SITE LAUNCH RESPONSIBILITIES

3.1 Client Pre-Site Launch Commitments.

All documents and data must be finalized. Time required to make substantive changes to client-submitted documents after the application has been constructed will be considered additional time and may be invoiced at the hourly rate of $60.00. Additional site content and data may be entered manually after launch by the Client. 

Client is responsible for providing the following within 30 days of Kick Off Meeting: 

1. all site content. This includes

   1. Client’s logo in the form of jpg or png

   2. all text in the form of word documents

   3. site images and graphics as jpg or png files

   4. any videos in the form of YouTube links. 

2. current and past Client data. Buzz will provide Client with spreadsheet templates for formatting data during the Kick Off Meeting. Client is responsible for providing all data Client wishes to migrate to the Buzz Platform (“Software”) via the spreadsheets provided by Buzz including 

   1. Current and past dog and/or cat 

   2. Current and past adopter data

   3. Current and past foster data

   4. Current and past volunteer data

3. Links to other applications such as PayPal, eMail addresses, blast mail companies, Quickbooks

4. Access to domain host including domain host name, username and password

3.2 Buzz Pre-Site Launch Commitments.

1. designing a unique website that incorporates Client’s logo and branding

2. inserting all Client provided site content within 10 business days of receipt of all materials.

3. uploading all Client provided data within 10 business days of receipt of all materials. 

4. inserting client provided links

5. pointing the Client domain

6. launch testing

3.2 Inability to Launch.

For whatever reason, if Client is unable to meet the pre-launch commitments and the project is delayed in excess of 30 days from the Kick Off Meeting date, a new project time frame will begin based on availability of the Buzz Group Inc. support team. An additional $199 customization fee may be required.

3.2 Post Site Launch.

Once the Client’s domain has been pointed to the website files on the Buzz server, the site is deemed “live” and will be under control of the Client. The Client will be responsible for all public-facing website changes. At this time, Buzz is not responsible for any changes made to the site by any other party, or an authorized agent of the Client. If Client or an agent other than Buzz attempts to update the website and creates an issue that requires Buzz to repair, the time to repair the software will be assessed at the hourly rate of $60.00, and is not included as part of the subscription.

4. MAINTENANCE, TRAINING & SUPPORT

4.1 Maintenance.
Buzz shall provide the following Maintenance Services to the Client during the service term.

1. Maintenance Notice

   1. Buzz shall, where practicable, give to the Client at least 3 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to Buzz's other notice obligations under this main body of this Agreement

   2. Buzz shall where practicable, give to the Client at least 3 Business Days' prior written notice of the application of an Upgrade to the Platform.

   3. Buzz shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a software service provider.

4.2 Training.
Buzz shall provide Training to the Client’s team members.

1. A member of the Buzz team will train up to 3 members of the Client’s team for up to two hours cumulatively. 

1. Training will take place via GoToMeeting, Zoom or Skype at the discretion of Buzz.

2. Additional training may be provided at the discretion of Buzz.

4.3 Support.
Buzz shall provide the following support services to the Client during the service term.

1. Buzz shall make available to the Client a support knowledgebase accessible from the backend of the website.

2. Buzz shall respond by the next business day (during the hours of 9am-5pm Monday-Friday, CST) to all requests for support services made by the Client through the back end of the website. 

3. The Client may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Client must not use the helpdesk for any other purpose

5. HOSTING AND SECURITY
Buzz represents and warrants that it will perform the Professional Services in a professional manner. Additionally,

5.1 Hosting.
The Platform (“Software”) shall be hosted solely on Buzz’ hosting platform. At no time shall the software reside on the Client’s server. 

1. The cost of hosting is included in the subscription

2. Buzz will host and maintain the Platform (“Software”) using a third party hosting provider and Client acknowledges that Buzz does not offer any additional or modified procedures other than those put in place by such hosting provider 

3. Buzz warrants to the Client that the Hosted Services, when used by the Client in accordance with this Agreement will incorporate security features reflecting the requirements of good industry practice

5.2 Security and vulnerabilities.
The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Buzz gives no warranty or representation that the Hosted Services will be entirely secure.

1. Buzz will provide industry standard security throughout the term of this agreement 

2. Buzz will provide a valid SSL certificate throughout the term of this agreement 

3. The cost of the SSL certificate is included with the subscription

5.3 Defects, errors and bugs.
The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Buzz gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

1. Buzz shall make all reasonable efforts to ensure that defects, errors, and bugs are fixed within a reasonable timeframe

2. Buzz shall notify Client via the notifications widget on the back end of the site when defects, errors and bugs are fixed 

5.4 Compatibility.

1. The Client acknowledges that the Hosted Services are designed to be compatible only with the most current web browsers

2. Buzz does not warrant or represent that the Hosted Services will be compatible with any other software or systems

6 PROPRIETARY RIGHTS

6.1 Source Code, Page and Print Template Ownership.
Copyright, ownership, and all rights of source code, web pages, print templates contained in the Client’s website produced by Buzz belong solely and exclusively to Buzz. 

6.2 Photo, Graphics, Text Copy Ownership.

Client maintains ownership of any photos, graphics, text copy provided to Buzz for the website.

6.3 Licensed Software.

Any licensed software not developed by Buzz (including but not limited to WordPress, Gravity Forms, GiveWP, MyEventOn) may be owned by another software company that has granted Buzz the right to initiate it into Client’s website, and does not grant Client ownership of the plugin or code. 

6.4 Portfolio Display.

Buzz and its employees retain the right to display the website, graphics, links, testimonials and other design or development elements as examples of their work in their respective portfolios.

6.5 Advertisers.

Buzz retains the right to promote its advertisers to visitors on each website in the form of ads and/or email and/or information. 

6.6 Disclosure.

Client acknowledges that Buzz has the right to disclose the existence of terms and conditions of this Agreement to any third parties for financial and business management purposes. 

7 ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES 

7.1 Software Restrictions. 

Client will not, nor permit or encourage any third party to, directly or indirectly

(a) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to the Platform (“Software”); 

(b) modify, translate, or create derivative works based on the Platform (“Software”); 

(c) modify, remove or obstruct any proprietary notices or labels; or 

(d) use the Platform (“Software”) in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of Buzz. 

7.2 Client Compliance.

Client shall use, and will ensure that all Authorized Users use the Platform (“Software”), and the Services in full compliance with this Agreement and all applicable laws and regulations. Client represents and warrants that it 

(a) has accessed and reviewed any terms of use or other policies relating to a Platform provided by Buzz, 

(b) understands the requirements thereof, and 

(c) agrees to comply therewith. Buzz may suspend Client’s account and access to each Platform and performance of the Services at any time and without notice if Buzz believes that Client is in violation of this Agreement. Although Buzz has no obligation to monitor Client’s use of a Platform, Buzz may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 

7.3 Cooperation. 

Client shall provide all cooperation and assistance as Buzz may reasonably request to enable Buzz to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Buzz with such access to Client’s premises and its information technology infrastructure as is necessary for Buzz to perform the Services in accordance with this Agreement. 

7.4 Training and Education.

Client shall use commercially reasonable efforts to cause Client Users to be, at all times, educated and trained in the proper use and operation of the Platform (“Software”) such Client Users utilize, and to ensure that the Platform (“Software”)  is used in accordance with applicable instructions, specifications and documentation provided by Buzz from time to time. 

7.5 Client Systems.

Client shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use the Platform (“Software”), including modems, hardware, software, operating systems, networking, web servers and the like. 

7.6 Restrictions on Export.

Client may not remove or export from the United States or allow the export or reexport of the Software or anything related to the Platform (“Software”) in violation of any restrictions, laws or regulations of any United States or foreign agency or authority. 

8 FEES & PAYMENTS

8.1 Pricing Models.
Buzz offers two simple pricing models to our clients: Monthly Subscription and Annual Subscription.

8.2 Payment Method.

Payment is set up as a monthly or annual recurring payment via PayPal.  Initial payment is due upon signing of agreement. 

8.3 Renewal Fees. 

Upon the commencement of each Renewal Term, 

1. Client shall be liable to Buzz for payment of a Renewal Fee. Client hereby consents to Buzz charging such Renewal Fee via PayPal, without need to provide any further notice or receive any further consent. Each “Renewal Fee” shall equal the Service Fee or Renewal Fee, as applicable, due to Buzz during previous term 

2. Buzz reserves the right to change the renewal fee with a 30 day written notice

8.4 Grace Period & Failure to Pay. 

1. Buzz provides a 5 day grace period beginning the date of subscription renewal. After the 5th day, Client’s site may be taken offline until payment is made. 

2. If payment is still not made after 30 days, Client’s site will be permanently taken down and data will be sent via a zip file to client. Termination of this agreement will occur at this point. 

8.5 Payment Disputes. 

If Client believes that Buzz has billed Client incorrectly, Client must contact Buzz no later than thirty (30) days after the closing date on the first billing statement in which Client believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Buzz’s Client support department. 

9. TERM AND TERMINATION

9.1 Effective Date.
This Agreement shall come into force upon the Effective Date.

9.2 Term.
This Agreement shall continue in force indefinitely.

9.3 Termination with Written Notice.
Either party may terminate this Agreement for any reason or no reason by giving to the other Party at least 30 days' written notice of termination.

9.4 Termination by Violation.
Either Party may terminate this Agreement immediately by giving written notice of termination to the other Party if the other party commits a violation of this Agreement.

9.5 Effects of Termination.

(a) Client is responsible for downloading all data through the reports area of the platform. The Buzz will delete all Client data from the server on day 31 after termination

(b)  Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect

(c) Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either Party.

10 WARRANTY AND DISCLAIMER

10.1 Client warranties. 

1. Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

2. Client will comply with all applicable legal and regulatory requirements applying to the exercise of Buzz's rights and the fulfilment of Buzz's obligations under this Agreement; and

3. Client owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Client content and data that is placed on, transmitted via or recorded by a Platform and the Services; 

4. the provision and use of Client content and data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any Client’s privacy policy, terms-of-use or other agreement to which Client is a party or any law or regulation to which Client is subject to; and

5. no Client content or data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act. 

10.2 Buzz warranties.

1. Buzz has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

2. Buzz will comply with all applicable legal and regulatory requirements applying to the exercise of Buzz's rights and the fulfilment of Buzz's obligations under this Agreement; and

3. Buzz has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

10.3 No other warranties.
All of the Parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

10.4 Disclaimer. 

Except as expressly provided herein or in a statement of service, Buzz does not warrant that access to the platforms, software or services will be uninterrupted or error free, nor does Buzz make any warranty as to the results that may be obtained from use of the services. further, Buzz makes no representations or warranties with respect to services provided by third party technology service providers relating to or supporting a platform, including hosting and maintenance services, and any claim of client arising from or relating to such services shall, as between Buzz and such service provider, be solely against such service provider. the platforms, software and services are provided “as is,” and Buzz disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose, to the maximum extent permitted by applicable law. 

11. LIMITATIONS AND EXCLUSIONS OF LIABILITY

11.1 Limitation of liability. 

In no event shall 

1. either party’s liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability exceed in the aggregate the total fees paid or owed by client and vendors hereunder during the twelve (12) months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident), and 

2. either Party have any liability to the other for any lost profits or revenues or for any indirect, incidental, consequential, cover, special, exemplary or punitive damages, however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law. 

11.2 Nothing in this Agreement will:

1. limit or exclude any liability for death or personal injury resulting from negligence;

2. limit or exclude any liability for fraud or fraudulent misrepresentation;

3. limit any liabilities in any way that is not permitted under applicable law; or

4. exclude any liabilities that may not be excluded under applicable law.

11.3 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:

1. are subject to Clause 11.1; and

2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

11.4 Neither party shall be liable to the other party in respect of

1. any losses arising out of a Force Majeure Event.

2. any loss of profits or anticipated savings.

3. any loss of revenue or income.

4. any loss of use or production.

5. any loss of business, contracts or opportunities.

6. any loss or corruption of any data, database or software.

7. any special, indirect or consequential loss or damage.

12. GOVERNING LAW AND DISPUTE RESOLUTION 

This Agreement is governed in all respects by the laws of the State of California, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Santa Monica, California  by a single arbitrator knowledgeable in government contracting matters and the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. 

13. NOTICES

All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided in this Agreement. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All electronic communications will be deemed to have been received on the date sent. Either Party may change its address for notices by giving written notice of the new address to the other Party in accordance with this Section. 

14. FORCE MAJEURE

Buzz is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Client or any Authorized User. 

15. ASSIGNMENT

Neither Party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. Buzz may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement. 

16. GENERAL PROVISIONS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.