USER LICENSE AGREEMENT

READ THIS AGREEMENT CAREFULLY.

BY USING ALL OR ANY PORTION OF THE INDEE PRODUCTS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE ALL OR ANY PORTION OF THE INDEE PRODUCTS. YOU WILL NOT BE GIVEN ACCESS TO ANY INDEE PRODUCTS UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU HAVE PAID A FEE FOR USE OF ANY INDEE PRODUCTS AND DO NOT AGREE TO THESE TERMS, YOU MAY TERMINATE YOUR ACCESS TO THE INDEE PRODUCTS

This Indee Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Indee Technologies Inc. (“Indee,” “we,” “us,” or “our”) and you or the entity you represent (“you”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Indee offers secure incubators for videos and produces detailed analysis of the tests.

Language

All communications to be made or given pursuant to this Agreement must be in the English language.

YOUR ACCEPTANCE OF TERMS

Indee grants you a limited license to access and make personal use of the Indee Site and not to download (other than the analysis reports and downloadable apps) or modify it, or any portion of it, except with express written consent of Indee. This license does not include any resale or commercial use of the Indee Site or its contents; any derivative use of the Indee Site or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Unless otherwise specified by Indee in a separate license, your right to use any software, data, documentation or other materials that you access or download through the Indee Site is subject to these Site Terms or, if you have an Indee account, the Agreement.

The Indee Site or any portion of the Indee Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Indee. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Indee without express written consent. You may not use any meta tags or any other “hidden text” utilizing Indee’s name or trademarks without the express written consent of Indee. Any unauthorized use terminates the permission or license granted by Indee. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the INDEE Site, so long as the link does not portray Indee, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Indee logo or other proprietary graphic or trademark as part of the link without express written permission.

  1. YOUR ACCOUNT

If you use the Indee Site, you are responsible for maintaining the confidentiality of your Indee account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Indee reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.

  1. SERVICES

2.1 Services.

Subject to all terms and conditions of this Agreement, Indee will use commercially reasonable efforts to provide the Services. Indee may provide the Services to Customer directly, or indirectly using contractors or other third-party vendors or service providers.

2.3 Security Measures.

Customer may access the Services as Indee instructs through a combination of one or more user names/ email id and passwords.

2.4 Passwords.

Customer shall take full responsibility and liability for the security of each of its user names and passwords, and shall be solely responsible for all use of the Services through such user names or passwords. Customer agrees to immediately notify Indee of any unauthorized use of the Services or any other breach of security known to Customer.

2.5 Prohibited Uses.

As a condition of use of the Services, You promise not to use the Services for any purpose that is prohibited by these Terms.

By way of example, and not as a limitation, You shall not upload, submit, distribute, facilitate any of the foregoing, or otherwise use the Services or interact with the Services in a manner that:

infringes or violates the intellectual property rights or any other rights of any other person or entity (including Indee);
violates any law or regulation;
is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable, as determined by Indee in its sole discretion;
jeopardizes the security of your Indee account or anyone else’s (such as allowing someone else to log in to the Services as you)
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content;
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
Additionally, You shall not (directly or indirectly) or permit any third party to: (a) use any of Indee’s Confidential Information to create any software, documentation or service that is similar to the Services or any documentation provided in connection therewith; (b) modify, translate, or otherwise create derivative works of any part of the Services, (c) copy, license, sublicense, sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of Indee. You shall abide by all applicable local, state, national and international laws and regulations, including, without limitation, any export control laws or regulations of the United States of America or any other relevant jurisdiction. Access to the Services by “bots” or other automated methods is not permitted and must be done by a natural person.

2.6 Changes to Services.

Indee reserves the right to modify or discontinue any Services or Plan (in whole or in part) at any time.

2.7 Changes to Terms.

We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Indee website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

2.8 Limitations.

Indee will not be responsible or liable for any failure in the Services resulting from or attributable to (a) customer's systems, (b) network, telecommunications or other service or equipment failures outside of Indee’s facilities, (c) Customer's or third party's products, services, negligence, acts or omissions, third party claims (d) any force majeure or cause beyond Indee's reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.

  1. SUPPORT AND MAINTENANCE.

Indee will use commercially reasonable efforts to provide Customer with support and maintenance services for the Services in accordance with its standard practices (as amended from time to time). Customer agrees that Indee will have the right to charge in accordance with its then current policies for any support services resulting from problems, errors or inquiries relating to Systems or any other network, equipment, service or software not owned, controlled or procured by Indee.

  1. INTELLECTUAL PROPERTY RIGHTS.

The Platform is owned and operated by Indee. Indee reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Platform or any part or portion thereof, with or without notice to you. You agree that Indee shall not be liable to you or to any third party for any modifications, suspensions or discontinuance of the Platform.

All content or other material available on the Platform or through the code, and other images, text, layouts, arrangements, displays, illustrations, documents, reports, materials, audio and video clips, HTML and files (collectively, the "Content"), are the property of Indee and are protected by copyright, patent and/or other proprietary intellectual property rights under United States of America and foreign law. All Indee generated detailed analysis is the property of Indee and is protected by copyright, patent and/or other proprietary intellectual property of United States of America and foreign law.

Indee logos, trademarks and service marks which may appear on the Platform ("Marks"), are the property of Indee and are protected under United States of America and foreign laws. All other trademarks, service marks and logos used on the Platform, with or without attribution, are the trademarks, service marks or logos of their respective owners. In addition, elements of the Platform are protected by trade dress and other central and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way in whole or in part without the express written consent of Indee.

Except as otherwise expressly permitted in these Terms of Use, you may not copy, sell, re-sell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or otherwise commercially exploit in any manner the Platform and the analysis report or any Content. You may not reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Platform. From time to time, Indee may include software, code, instructions, or other such information in the Content or analysis report; any such information is provided on an "as-is" basis for instructional purposes only and is subject to the Disclaimer of Warranties and Limitation of Liabilities section and other terms contained herein. Any use of such information for commercial purposes is strictly prohibited. Indee reserves all rights not expressly granted herein to the Platform, analysis report and Content.

4.1 VIDEO CONTENT

With respect to any video content ("videos") that you submit to the Indee, by submitting a video, you grant Indee and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, modify, publicly perform and display (through all media now known or hereafter created), and make derivative works from your video for the purpose of (i) displaying the video within the Indee Service; (ii) displaying the video on third party websites and applications through a video embed or Indee’s API subject to your video privacy choices; (iii) allowing other users to play, download, and embed on third party websites the video, subject to your privacy and distribution choices; and (iv) archiving or preserving the video for disputes, legal proceedings, or investigations.

The above licenses will continue unless and until you remove your videos from the Indee Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed videos may be cached in search engine indices after removal and that Indee has no control over such caching.

With respect to the User Content, you represent, covenant and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit Indee to use such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices and (d) Indee shall not be responsible for any infringement or misappropriation by third parties;

With respect to any submissions of User Content, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from India or the country in which you reside.

  1. DISCLAIMERS.

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED AND ERROR FREE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

  1. LIMITATIONS OF LIABILITY.

WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE.

  1. MODIFICATIONS TO THE AGREEMENT.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Indee Site or the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Indee Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.

  1. TERMINATION OF RIGHTS.

You agree that Indee, in its sole discretion, may deactivate your account or otherwise terminate your use of the Platform for any reason or no reason, including, without limitation, if Indee believes that you have (a) breached these Terms of Use; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted Unauthorized Content to the Platform; or (d) violated or acted inconsistently with the letter or spirit of these Terms of Use or any applicable code of conduct. You agree that any deactivation or termination of your access to the Platform may be effected without prior notice to you and that Indee shall not be liable to you nor any third party for any termination of your account or any of the Services. You also acknowledge that Indee may retain and store your information on Indee’s systems notwithstanding any termination of your account or plan.

  1. CONFIDENTIALITY AND PUBLICITY.

You may use Indee Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose INDEE Confidential Information. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of INDEE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

  1. ASSIGNMENT.

You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of assignment will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

  1. MISCELLANEOUS PROVISIONS.

11.1 Competent to Contract.You affirm that you are either 18 years of age or older and are fully able and competent to enter into these terms, conditions, obligations, affirmations and representations set forth in these Terms of Use. If you under 18 years of age, do not use the Platform.

11.2 Applicable Laws.

These Terms of Use shall be governed by, construed and enforced in accordance with the laws of the Government of United States of America, as it is applied to agreements entered into and to be performed entirely within United States of America and without giving effect to any principles of conflict of laws. You agree that any legal lawsuit or other action brought by Indee, you or any third party to enforce these Terms of Use, or in connection with any matters related to the Platform or the report, shall be subject only to the jurisdiction of the courts located [please insert]. Indee makes no representations that the Platform operate (or are legally permitted to operate) in all geographic areas, or that the Platform, or information, services or products offered through the Platform are appropriate or available for use in other locations. Accessing the Platform from territories where the Platform, or any content or functionality of the Platform or portions thereof, including but not limited to functionality discussed in the Privacy Policy, is illegal is expressly prohibited. If you choose to access the Platform, you agree and acknowledge that you do so, on your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.

If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions herein, and shall not affect the validity and enforceability of any remaining provisions. Indee shall have no liability under these Terms of Use to the extent arising from any failure of Indee to perform any of its obligations under these Terms of Use due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labour disputes or any other event not within Indee's reasonable control. Indee shall not be responsible for damage or other problems caused by any unauthorized change to these Terms of Use made by way of hacking or cracking this page.

11.3 Severability.

The failure of Indee to exercise or enforce any right or provision of the Agreements shall not constitute a waiver of such right or provision. If any provision of the Agreements is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, to the extent that may lawfully be done, and the other provisions of these Terms of Use shall remain in full force and effect.

11.4 Notice.

Any notice which may be required to be given to us under these Terms of Use may be sent to us by writing or emailing to the following addresses:

Indee Technologies Inc.,

750 N San Vicente Blvd, Ste 800 (WeWork)

West Hollywood, CA 90069

USA

Email: support@indee.tv