Legal

Last Modified: 07/28/2022

These terms and conditions (“Terms and Conditions”) supplement the End User License Agreement statement of work (“SOW”) entered into by Double A Labs Corp., a Delaware corporation with offices located at 1600 E. 7th Street, Austin, Texas 78702 (“DBLA”) and you (“Client”) (each a “Party” and collectively “Parties”).

In signing the SOW, Client agrees, in consideration of the mutual covenants, terms, and conditions set forth herein and therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:

1. Definitions.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Administrator Seat” means a “Registered User” whose account has the administrative privileges to create, edit, and publish content within the Platform.

“Agreement” has the meaning set forth in the preamble.

“Annual Subscription” shall mean a subscription period of 12 months, renewing annually for successive yearly periods unless terminated prior to the end of the then-current year.

“Authorized Users” means all Persons authorized by CLIENT to access and use the Services, including use of the Double A platform, under the Terms and Conditions and the SOW.

“Confidential Information” has the meaning set forth in Section 7.1.

“CLIENT” has the meaning set forth in the preamble.

“Client Data” has the meaning set forth in Section 8.2.

“Client Materials” means the Services, Specifications, Documentation, and any and all other information, data including but not limited to User Data, documents, all devices, know-how, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by the Client or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or DBLA Systems.

“Concurrent Video Users” shall mean the number of simultaneous users accessing the video feature of the Platform.

“DBLA” has the meaning set forth in the preamble.

“DBLA Materials” means the Services, Specifications, Documentation, and any and all other information, data including but not limited to User Data, documents, all devices, know-how, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by DBLA or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or DBLA Systems.

“Discloser” has the meaning set forth in Section 7.1.

“Documentation” means all generally available documentation relating to the Services, including all user manuals, operating manuals, and other instructions, specifications, documents, and materials, in any form or media, that describe any component, feature, requirement, or other aspect of the Services, including any functionality, testing, operation, or use thereof.

“Effective Date” has the meaning set forth in the SOW.

“Fees” has the meaning set forth in Section 6.1.

“Force Majeure Event” has the meaning set forth in Section 12.8.

“Guest User” means an individual who logs into the Platform that does not have a user account. Each Guest User is given a default set of permissions and privileges until they officially register for the Platform.

“Intellectual Property Rights” or “IPR” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses (whether introduced through uploaded files or otherwise).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Platform”means the DBLA platform that the Client is receiving access to under the SOW.

“Recipient” has the meaning set forth in Section 7.1.

“Registered Users” shall mean an individual who logs into the Platform and creates a user account (such users are given a default set of permissions and privileges and can be upgraded within the Platform to different permission levels).

“Reimbursable Expenses” has the meaning set forth in Section 6.

“Representatives” means, with respect to a Party, that Party’s employees, officers, directors, consultants, agents, independent contractors, service providers, and legal advisors.

“Room” shall mean individually named spaces that are accessed through a unique URL path which are sub areas to host content within a “World.”

“Personal Information” means information provided to DBLA by or at the direction of CLIENT, information which is created or obtained by DBLA on behalf of CLIENT, or information to which access was provided to DBLA by or at the direction of CLIENT, in the course of DBLA’s performance under the Terms and Conditions and the SOW that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), both subclauses (i) and (ii), including, without limitation, all highly sensitive personal information. CLIENT’s business contact information is not by itself deemed to be Personal Information.

“Service Error” means any failure of any Service to be available or otherwise perform in accordance with the Terms and Conditions and the SOW and the Specifications.

“Services” has the meaning set forth in the statement of work.

“Specifications” means the specifications for the Services set forth herein.

“Spectator” shall mean a user who logs into the Platform that does not have access or chooses to enter a “room” without the avatar feature which prohibits microphone or video capabilities (such user will be able to click on interactable objects and communicate via the room chat).

“Support Request” has the meaning set forth in Section 4.5

“Support Services” has the meaning set forth in Section 5.

“Subscription Term” has the meaning set forth in applicable statement of work.

“User” shall mean an individual who accesses the Platform via the domain provided to Client by DBLA.

“User Data” means any and all information reflecting the access or use of the Services by or on behalf of CLIENT or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, any and all information, data, materials, works, expressions, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of CLIENT or any Authorized User for processing by or through the Services, or (b) collected, downloaded, or otherwise received by DBLA or the Services for CLIENT or any Authorized User pursuant to the Terms and Conditions and the SOW or any Service Order or at the written request or instruction of CLIENT or such Authorized User. All output, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any User Data are themselves also User Data. For avoidance of doubt User Data includes Client Data and Personal Information.

“World” shall mean the entire Platform that is accessed via a world-specific URL provided to Client by DBLA.

2.1. Services and Service Orders.

Description of Services. Throughout the Subscription Term and at all times in connection with its actual or required performance under the Terms and Conditions and the SOW, DBLA shall, in accordance with all terms and conditions set forth in the Terms and Conditions and the SOW, provide to CLIENT and its Authorized Users the services set forth in the SOW (“Services”).

2.2 Access and Use. Unless otherwise expressly provided for on the SOW, DBLA hereby grants to CLIENT, solely for the duration of the Subscription Term, exercisable by and through its Authorized Users, a non-exclusive, non-transferable and non-sublicensable right to:

(a) access and use the Services,

(b) generate, print, copy, upload, download, store, and otherwise process all GUI, audio, visual, digital, and other output, displays, and content as may result from any access to or use of the Services; and

(c) perform, display, execute, and distribute and otherwise make available to Authorized Users, any DBLA Materials solely to the extent necessary to access or use the Services in accordance with the terms and conditions of the Terms and Conditions and the SOW.

2.3 Documentation License. DBLA hereby grants to CLIENT a non-exclusive, non-sublicensable, non-transferable license to prepare, reproduce, print, download, and use a reasonable number of copies of the Documentation during the Term as may be necessary or useful for any use of the Services permitted under the Terms and Conditions and the SOW;

2.4 CLIENT SaaS Manager. CLIENT shall appoint and, in its reasonable discretion, replace, a CLIENT employee to serve as CLIENT’s primary contact with respect to the Services, who will have the authority to act on behalf of CLIENT in matters pertaining to the Support Services, including the submission and processing of Support Requests.

3. Use Restrictions; Testing and Acceptance.

3.1 Privacy. CLIENT will comply with all applicable privacy and other laws and regulations, including the DBLA Privacy Policy (which DBLA may change from time to time in its sole discretion), relating to protection, collection, use, and distribution of personally identifiable information. In no event may CLIENT sell or transfer personally identifiable information to third parties, or otherwise provide third parties with access thereto. If there is a suspected or actual breach of security involving personally identifiable information, CLIENT will notify DBLA within two (2) hours of a management-level associate having actual knowledge of such occurrence. CLIENT is responsible to prevent unauthorized access to or use of Services (including not sharing any User passwords), and agrees to notify DBLA promptly of any such unauthorized access or use.

3.2 Use Restrictions. CLIENT shall not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make any DBLA Materials available to any third party, except as expressly permitted by the Terms and Conditions and the SOW; (b) use or authorize the use of the Services or Documentation in any manner or for any purpose that is unlawful under applicable Law; and (c) store or transmit Malicious Code; attempt to gain unauthorized access to any service or its related systems or networks; copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify any service through automated or other means.

3.3 Excess Use. If CLIENT’s uses of the Services exceed the volume of use permitted by the access grant then in effect under Section 2 and/or the SOW (including as to the number of uses, users, machines, or locations), CLIENT shall pay DBLA the Fees attributable to the excess use, outlined in the SOW.

4. Support and Maintenance. DBLA shall provide platform maintenance and technical support services including, but not limited to, engineering and functionality support but, for the avoidance of doubt, excluding event support (collectively, “Support Services”) for the Services in accordance with the provisions of this Section 4. The Support Services are included in the Services, and DBLA shall not assess any additional Fees, costs, or charges for such Support Services.

4.1 Support Service Responsibilities. DBLA shall make commercially reasonable efforts to correct all Service Errors including by providing defect repair, programming corrections, and remedial programming. DBLA shall not be liable for any delays caused by Client’s failure to timely provide to DBLA any assets, Client IPR, materials, approvals, or any other information requested by DBLA. Client’s failure to provide such information and/or materials may cause rush work for DBLA and Client may therefore be subject to additional costs and/or fees.

4.2 Service Monitoring and Management. DBLA shall monitor and manage the Services to optimize availability of the Services that meets or exceeds the requirements needed to effectuate the intent of the Terms and Conditions and the SOW.

4.3 Service Maintenance. DBLA shall maintain the Services to optimize availability of the Services that meets or exceeds the requirements needed to effectuate the intent of the Terms and Conditions and the SOW.

4.4 Support Service Level Requirements. DBLA shall make commercially reasonable efforts to correct all Service Errors and respond to and make reasonable attempts to resolve all Support Requests within a commercially reasonable timeframe.

4.5 Support Requests. The CLIENT Service Manager shall notify DBLA of Support Requests by email, telephone, or such other means as the Parties may hereafter agree to in writing.

5. Security.

5.1 Information Security. Throughout the Subscription Term and at all times in connection with its actual or required performance of the Services hereunder, DBLA shall make the Services available in accordance with the applicable Laws.

6. Fees and Payment.

6.1 Fees. CLIENT shall pay all fees in accordance with the rates, pricing, and discounts set forth in the SOW. (“Fees”).

6.2 Taxes. Unless otherwise set forth in a Service Order, all Fees and amounts set forth these Terms and Conditions or the SOW or any Service Order are exclusive of taxes. Unless CLIENT qualifies for any specific exemption(s), CLIENT shall be solely responsible for all sales, service, value-added, use, excise, consumption, and any other taxes, duties, and charges of any kind, if any, imposed by any federal, state, or local governmental entity on any amounts payable by CLIENT under the Terms and Conditions and the SOW, other than any taxes imposed on, or with respect to, DBLA’s income, revenues, gross receipts, personnel, real or personal property, or other assets. The Parties shall reasonably cooperate to more accurately determine each Party’s tax liability and to minimize such liability to the extent legally permissible.

6.3 Invoices. Unless otherwise specified in the SOW, DBLA shall invoice CLIENT for all unpaid Fees and Reimbursable Expenses on the first day of each calendar month after such Fees are incurred or, at the option of DBLA, at the end of the Subscription Term, in electronic format, via such delivery means and to such address as are specified by CLIENT in writing from time to time. Each separate invoice shall: (a) clearly identify the Services to which it relates; (b) list each Fee item separately; and (c) include sufficient detail for each line item to enable CLIENT to verify the calculation thereof.

6.4 Payment Terms.

(a) CLIENT shall pay all properly invoiced amounts promptly upon receipt of DBLA’s invoice.

(b) (b) CLIENT shall make all payments hereunder in either: (1) US dollars with payments to Double A Labs, 1600 E. 7th Street, Austin, Texas 78702; (2) or by wire or ACH to Routing #: 322271627; Account # 563681969, or to such other address or account as is specified by DBLA in writing from time to time; or (3) with a credit card via a Quickbooks link provided by DLBA upon request.

7. Confidential Information.

7.1 Confidentiality. “Confidential Information” means the SOW, all written, electronic or oral information, disclosed by one Party (the “Discloser”) to the other (the “Recipient”), including, without limitation, data, documents, know-how, methods, processes, hardware, software, deliverables, technical or functional descriptions, plans, reports, revenues, costs, budgets, forecasts, strategies, systems, security measures, customers, suppliers, and strategic partners. The Recipient will keep confidential any Confidential Information disclosed to it by the Discloser. With respect to any Confidential Information, the Recipient shall:

(i) maintain confidentiality using the same care that it would use for its own confidential information, but in any event with reasonable care; (ii) use the Confidential information solely for the purposes of the SOW; (iii) cease use of such Confidential Information immediately upon termination or expiration of the SOW and either return or permanently destroy it upon request of the Discloser; and (iv) not attempt to reverse engineer, decompile or create derivate works from or using the Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Laws, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other in order to seek protective relief, if legally permissible, and provided such assistance as may be reasonably requested to limit or prevent such disclosure. The confidentiality obligations of this Section 7.1 shall terminate with respect to any Confidential Information when the Recipient can prove that such information was (i) in the public domain at the time of Discloser’s communication to the Recipient, or it subsequently entered the public domain through no fault of the Recipient, (ii) in the Recipient’s possession free of any obligation of confidence at the time of the Discloser’s communication to the Recipient, (iii) subsequently rightfully communicated to the Recipient free of any obligation of confidence, or (iv) was or is independently developed by the Recipient without reference or recourse to the Discloser’s Confidential Information.

7.2 Destruction of Confidential Information. Upon the Discloser’s request, but in any event no later than 14 business days upon termination or expiration of these Terms and Conditions or the SOW, except as otherwise provided in these Terms and Conditions (including as reasonably required for the Recipient to perform its obligations or exercise its rights hereunder), the Recipient will, and will confirm in a writing provided by a duly appointed officer that: (i) all materials and media embodying Confidential Information of the Discloser, including all originals, copies, reproductions and summaries of such Confidential Information have been returned to the Disclosing Party or permanently destroyed (other than backups made in the ordinary course of business, which shall remain subject to the restrictions herein contained); and (ii) all copies of Confidential Information of the Disclosing Party in its possession, power or control, which are present on magnetic media, optical disk, volatile memory or other storage device, have been permanently destroyed (other than backups made in the ordinary course of business, which shall remain subject to the restrictions herein contained) in a manner that ensures that such Confidential Information is rendered unrecoverable.

7.3 Injunction. Each Party agrees that either Party’s violation of the provisions of this Section 7 will cause immediate and irreparable harm to the other Party for which money damages are not an adequate remedy at law. Therefore, the Parties agree that, in the event either Party breaches or threatens to breach said provision or covenant, such action shall constitute a material breach, and the other Party shall be entitled to seek an injunction to restrain said breach or threatened breach, without posting any bond or other security.

7.4 Further Assurances. Each Recipient further agrees to:

(a) (a) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;

(b) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section 7; and

(c) notify the Discloser in writing immediately of any unauthorized disclosure or use of the Discloser’s Confidential Information and cooperate with the Discloser to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights, and other rights therein.

8. Intellectual Property Rights.

8.1 Ownership of User Data. DBLA is and will remain the owner of all right, title, and interest in and to all User Data used in the Platform, including all Intellectual Property Rights relating thereto, subject only to the limited license granted in Section 8.2.

8.2 Limited License to Use User Data: “Client Data”. Subject to the Terms and Conditions and the SOW, the Parties may agree in a separate Service Order that CLIENT will have access to certain portions of the User Data, those portions hereinafter “Client Data”, the CLIENT therein being granted a limited, exclusive, non-transferable, and non-sublicensable license to utilize the Client Data in the United States as necessary to advance the intent of these Terms and Conditions and the SOW. If the Parties agree in a Service Order that CLIENT owns certain portions of User Data, subject to the terms and conditions of the Terms and Conditions and the SOW, CLIENT hereby grants DBLA a limited, royalty-free, fully-paid up, non-exclusive, non-transferable, and non-sublicensable license to utilize the User Data in the United States as necessary to advance the intent of the SOW and to make improvements to its products and/or Services.

8.3 Ownership of DBLA Materials. As between CLIENT and DBLA, DBLA is and will remain the sole and exclusive owner of all right, title, and interest in and to the DBLA Materials and platform, including all Intellectual Property Rights relating thereto, subject only to the authorization and licenses granted to CLIENT herein.

8.4 Limited Use of Client’s Intellectual Property. Subject to the Terms and Conditions and the SOW, CLIENT hereby grants DBLA a limited, royalty-free, fully-paid up, non-exclusive, non-transferable, and non-sublicensable license to utilize Client’s Intellectual Property, including, but not limited to Client’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship in connection with DBLA’s websites, social media, and other media for the purposes of announcement, statement, press release, or other publicity or marketing materials and efforts in recognition of the Double A Platform. DBLA acknowledges and agrees that the license granted to it under this Section does not include the right to modify, edit, translate, include in collective works, or create derivative works of Client’s Intellectual Property in whole or in part, except as specifically permitted herein. CLIENT shall be solely responsible for obtaining all necessary rights to use all copyrighted images, videos, sounds and/or recordings, and aliases, names, likenesses, voices, or other identification appearing in the Client IPR. All necessary clearances and licenses must be fully cleared and licensed prior to such content’s inclusion in the deliverables.

8.5 No Implied Rights. Except for the limited license expressly provided herein, nothing contained in these Terms and Conditions or the SOW shall be construed as granting CLIENT or any third party any right, title, or interest in or to any DBLA Materials, in each case whether by implication, estoppel, or otherwise.

9. Representations and Warranties.

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) it is a duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has, and throughout the Term and any additional periods during which it does or is required to perform the Services will retain, the full right, power, and authority to enter into the Terms and Conditions and the SOW and perform its obligations hereunder;

(c) the execution of the Terms and Conditions and the SOW by its representative whose signature is set forth at the end of the Terms and Conditions and the SOW has been duly authorized by all necessary corporate or organizational action of such Party; and

(d) when executed and delivered by both Parties, the Terms and Conditions and the SOW will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THE TERMS AND CONDITIONS AND THE SOW, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS AND THE SOW OR ANY SUBJECT MATTER HEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, AND/OR QUIET ENJOYMENT. NO WARRANTY IS MADE BY EITHER PARTY ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE.

9.2 9.2 To the maximum extent permitted by law, in no event shall either party be liable for any exemplary or punitive damages, except to the extent such damages are payable to third parties pursuant to third party claims. Neither party will be liable to the other for any indirect, incidental, special or consequential damages (including lost revenue, profits or savings) arising out of or relating to its performance under the Terms and Conditions and the SOW. To the maximum extent permitted by law, except with respect to (i) a party’s breach of any of the licenses provided in the Terms and Conditions and the SOW, (ii) a party’s breach of the Intellectual Property Rights of the other party, (iii) a party’s breach of its confidentiality or Confidential Information obligations, or (iv) either party’s indemnification obligations, the total aggregate liability for all claims arising from or relating to the agreement, including, without limitation, any cause of action in contract, tort, or strict liability, shall not exceed, the amounts actually paid to DBLA by CLIENT under the SOW for the prior twelve months.

10. Indemnification

10.1 Indemnification by CLIENT. CLIENT shall indemnify, defend, and hold harmless DBLA, each of its affiliates, and its officers, directors, employees, agents, contractors, permitted successors, and permitted assigns from and against all Losses or claims incurred by DBLA resulting from any Action by a third party to the extent that such Losses or claims do or are alleged to arise out of or result from:

(a) any claim that any User Data is unlawful or actually does or threatens to infringe or misappropriate any Intellectual Property Rights or other rights of any third party, provided however, that CLIENT shall have no liability or obligation with respect to any Action or Losses to the extent that such Action or Losses arise out of or result from any unauthorized access to or use, disclosure, or other processing of User Data, including Personal Information, by or on behalf of DBLA, or through or enabled by the DBLA Systems, whether authorized by DBLA, due to a security breach, or otherwise; or

(b) any use of the Services by CLIENT or any Authorized User that is beyond the scope of or otherwise fails to conform to the express requirements or restrictions of the Terms and Conditions or the SOW or any authorization or approval given in writing by DBLA to CLIENT or such Authorized User.

10.2 Infringement Indemnification by CLIENT. CLIENT shall indemnify, defend, and hold harmless DBLA from and against any and all Losses incurred by DBLA resulting from any Action by a third party that the content provided by CLIENT and contained in the Services, or CLIENT’s or any Authorized User’s use thereof, infringe, misappropriate, or otherwise violate such third party’s Intellectual Property Rights.

10.3 Indemnification by DBLA. DBLA shall indemnify, defend, and hold harmless CLIENT and CLIENT’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “CLIENT Indemnitee”) from and against any and all Losses incurred by CLIENT/CLIENT Indemnitee resulting from any Action by a third party other than an Affiliate of CLIENT that CLIENT’s use of the Services (excluding User Data and Third-Party Materials) in accordance with the Terms and Conditions and the SOW (including the Exhibits) infringes or misappropriates such third party’s Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or User Data; (b) access to or use of DBLA Materials in combination with any hardware, system, software, network, or other materials or service not provided by DBLA or specified for CLIENT’s use in the Agreement, unless otherwise expressly permitted by DBLA in writing; (c) modification of DBLA Materials other than: (i) by or on behalf of DBLA; or (ii) with DBLA’s written approval in accordance with DBLA’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to CLIENT by or on behalf of DBLA; or (e) act, omission, or other matter described in Section 10.1, whether or not the same results in any Action against or Losses by any DBLA Indemnitee.

10.4 Indemnification Procedure. The Party seeking indemnification shall promptly notify the indemnifying Party in writing of any Action for which it seeks indemnification pursuant to this Section 10 and cooperate with the indemnifying Party at the indemnifying Party’s sole cost and expense. The indemnitee, at its sole discretion, may elect to defend any claim with counsel of its own choice and seek reimbursement of reasonable fees, or may elect that the indemnifying Party defend the claim with its own designated counsel, provided that the indemnitee is entitled to participate in the claim and in any settlement that results.

11. Term and Termination.

11.1 Subscription Term. The term of the subscription will be annual, unless otherwise indicated on the Client SOW. Client may cancel the Client SOW and these Terms and Conditions at any time and for any reason within 90 days from the beginning of the original Subscription Term (the “Trial Period”), provided Client gives notice of cancellation within 10 days prior to the end of the Trial Period. If Client cancels during the Trial Period, the Fees will be prorated according to the number of days that the Services were actually provided. If Client does not cancel the Client SOW within the Trial Period, the Client SOW and these Terms and Conditions will continue for the remainder of the Subscription Term.

11.2 Unless Client gives notice to DBLA of non-renewal at least 30 days prior to the end of the then-current Subscription Term, the Subscription Term will automatically renew for an an additional period of time equal to the original Subscription Term.

11.3 Termination, Notice, and Cure. Either Party may terminate the Client SOW, effective on written notice to the other Party, if the other Party materially breaches the Terms and Conditions or the SOW, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

11.4 Termination Upon Insolvency, Bankruptcy, or Other Related Event. Either Party may terminate the SOW, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.5 Effect of Termination or Expiration. Upon any expiration or termination of the SOW, except as expressly otherwise provided in the SOW:

(a) CLIENT shall pay to DBLA all amounts due and unpaid as it relates to the Subscription Term;

(b) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will terminate upon the end of the Subscription Term;

(c) CLIENT shall cease all use of any Services or DBLA Materials upon the end of the Subscription Term and (i) within 30 days return to DBLA, or at DBLA’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any DBLA Materials or DBLA’s Confidential Information; and (ii) permanently erase all DBLA Materials and DBLA’s Confidential Information from all systems CLIENT directly or indirectly controls;

(d) notwithstanding anything to the contrary in the Terms and Conditions or the SOW, with respect to information and materials then in its possession or control: (1) DBLA may retain User Data; (iI) DBLA may also retain User Data in its backups, archives, and disaster recovery systems until such User Data is deleted in the ordinary course.

11.6 Survival. The provisions set forth in the Terms and Conditions and the SOW that, by their nature, should survive termination or expiration of the SOW, will survive any expiration or termination of the SOW.

12. Miscellaneous.

12.1 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to the Terms and Conditions and the SOW.

12.2 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Terms and Conditions and the SOW shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

12.3 Public Announcements. Except as otherwise expressly set forth in the Terms and Conditions and the SOW, neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Terms and Conditions and the SOW or, unless expressly permitted under the Terms and Conditions and the SOW, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

12.4 Notices. Except as otherwise expressly set forth in the Terms and Conditions and the SOW, any notice, request, consent, claim, demand, waiver, or other communications under the Terms and Conditions and the SOW have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 12.4):

If to DBLA:

Double A Labs

1600 E. 7th Street

Austin, Texas 78702

(512) 215-4062

Email: legalnotice@doublealabs.com Attention: Legal & Business Affairs

If to CLIENT:

To the Client’s notice information identified in the SOW

Notices sent in accordance with this Section

12.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the 5th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

12.5 Interpretation. For purposes of the Terms and Conditions and the SOW: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to the Terms and Conditions and the SOW as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders.

12.6 Headings. The headings in the Terms and Conditions and the SOW are for reference only and do not affect the interpretation of the Terms and Conditions and the SOW.

12.7 Entire Agreement. the Terms and Conditions and the SOW constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Terms and Conditions and the SOW and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(a) Assignment. Neither party shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that DBLA may assign its rights or delegate its obligations, in whole or in part, without such consent and upon ten (10) days prior written notice to CLIENT, to (a) one or more of its wholly owned Subsidiaries/Affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such party to which the Terms and Conditions and the SOW pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void.

(b) Any purported assignment, delegation, or transfer in violation of this Section 12.7 is void. the Terms and Conditions and the SOW are binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

12.8 Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached the Terms and Conditions and the SOW, for any failure or delay in fulfilling or performing any term of the Terms and Conditions and the SOW, when and to the extent such failure or delay is caused by any acts of God, epidemics, flood, fire, earthquake, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; embargoes or blockades in effect on or after the date of the Terms and Conditions and the SOW; national or regional emergency; passage of Law or any action taken by a governmental or public authority, including imposing any export or import restriction, quota, or other restriction or prohibition; complete or partial government shutdown; or national or regional shortage of adequate power, telecommunications, internet service provider failure or delay, non-DBLA application failure or delay, denial of service attack, or transportation (each of the foregoing, a “Force Majeure Event”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

12.9 Service Adjustments. DBLA reserves the right to make changes to the Services at any time and from time to time, provided, however, that DBLA will not materially decrease the functionality of the Services during a Subscription Term.

12.10 No Third-Party Beneficiaries. The SOW is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of the Terms and Conditions and the SOW.

12.11 Amendment and Modification; Waiver. No amendment to or modification of the Terms and Conditions and the SOW is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Terms and Conditions and the SOW, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Terms and Conditions and the SOW will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.12 Severability. If any term or provision of the Terms and Conditions or the SOW are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Terms and Conditions or the SOW or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify the Terms and Conditions and the SOW so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.13 Governing Law; Submission to Jurisdiction. The Terms and Conditions and the SOW are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of the Terms and Conditions and the SOW or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

12.14 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under the Terms and Conditions and the SOW would cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Last Modified: 03/29/2022

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Double A Labs, Corp. (“Company,” “we,” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference collectively, “Terms of Use” govern your access to and use of https://www.doublealabs.com/, including any content, functionality, and services offered on or through https://www.doublealabs.com/ (the “Website“), whether as a guest or a registered user.

Please read the Terms of Use carefully before You start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at http://em.doublea.com/DAL/WebsitePrivacyPolicywithCCPAandGDPR03.29.2022.pdf, incorporated herein by reference. If You do not want to agree to these Terms of Use or the Privacy Policy, You must not access or use the Website.

This Website is offered and available to users who are 13 years of age or older. By using this Website, You represent and warrant that You are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page each time You access this Website so You are aware of any changes, as they are binding on You.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for You to have access to the

Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information You provide on the Website is correct, current, and complete. You agree that all information You provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and You consent to all actions we take with respect to your information consistent with our Privacy Policy.

If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that your account is personal to You and agree not to

provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that You exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit You to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement

If we provide desktop, mobile, or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.

If we provide social media features with certain content, You may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.e

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If You wish to make any use of material on the Website other than that set out in this section, please address your request to: security@doublealabs.com.

If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such

marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.

To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, You agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

Attack the Website via a denial-of-service attack or a distributed denial-of-service

Otherwise attempt to interfere with the proper working of the

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution You post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

All of your User Contributions do and will comply with these Terms of Use, including but not limited to our Content Standards.

You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by You or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason at our sole

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

Disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy

Be likely to deceive any

Promote any illegal activity, or advocate, promote, or assist any unlawful

Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

Impersonate any person, or misrepresent your identity or affiliation with any person or

Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If You believe that any User Contributions violate your copyright, please send a notice of copyright infringement to security@doublealabs.com. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable You to:

Link from your own or certain third-party websites to certain content on this

Send emails or other communications with certain content, or links to certain content, on this

Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not:

Establish a link from any website that is not owned by

Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

Link to any part of the Website other than the

Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which You are linking, or on which You make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Texas in the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE

LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User

Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Austin and County of Travis, although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Arbitration

Any dispute involving You and us arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law.

Class/Collective/Representative Action/Relief Waiver

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED (I) ON A CLASS ACTION, COLLECTIVE ACTION, OR OTHER JOINT OR CONSOLIDATED BASIS, OR (II) ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM, AND THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST OR ON BEHALF OF ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OTHER JOINT OR CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THIS WAIVER OF CLASS, COLLECTIVE, OTHER JOINT OR CONSOLIDATED, OR REPRESENTATIVE ACTIONS AND RELIEF IS AN ESSENTIAL PART OF THE ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT.

WAIVER OF JURY TRIAL

WHETHER ANY DISPUTE IS RESOLVED IN COURT OR IN ARBITRATION, YOU AND WE AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY IN RELATION TO THE DISPUTE.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

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

Entire Agreement

The Terms of Use, and our Privacy Policy constitute the sole and entire agreement between You and Double A Labs, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by Double A Labs, Inc, 1600 E 7th Street, Austin, TX 78702.

All notices of copyright infringement claims should be sent by email to security@doublealabs.com.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: security@doublealabs.com.

Privacy Policy

Last modified: 07/20/2022

Introduction

Double A Labs, Corp. ("Company" or "We") respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website https://www.doublealabs.com/ (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:

On this Website.

In email, text, and other electronic messages between you and this Website.

When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

Us offline or through any other means, including on any other website operated by Company or any third party; or

Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under the Age of 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or through any of its features, register on the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at security@doublealabs.com.

California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

By which you may be personally identified, such as log in credentials including password, your name, e-mail address, job title, employer name, url, profile picture, department, language, time zone, chat logs, content you upload or share while using the Website, or other personal information you may type into any free text field in your user profile or other fields of the Website ("personal information");

That is about you but individually does not identify you (for example Website navigation information, content interactions, use of Website features like searching for a user); and/or

About your internet connection, the equipment you use to access our Website, and usage details.

We collect this information:

Directly from you when you provide it to us.

Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through any tracking technologies.

Information You Provide to Us

The information we collect on or through our Website may include:

Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to or using our service, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Website.

Records and copies of your correspondence (including email addresses), if you contact us.

Your responses to surveys that we might ask you to complete for research purposes.

Your search queries on the Website.

Your password

Your location

Information We Collect Through Automatic Data Collection Technologies

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

Details of your visits to our Website, including traffic data, location data, chat logs, and other communication data and the resources that you access and use on the Website.

Information about your computer and internet connection, including your IP address, operating system, and browser type.

Information generated while you are using this website, including when, how often and under what circumstances you use this website.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). See Your Data Protection Rights for information on how you can opt out of behavioral tracking on this Website and how we respond to web browser signals and other mechanisms that enable consumers to exercise choice about behavioral tracking.

The information we collect automatically may include personal information. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

Estimate our audience size and usage patterns.

Store information about your preferences, allowing us to customize our Website according to your individual interests.

Speed up your searches.

Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

Web Beacons. Pages of the Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or [opened an email] and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

We do not collect personal information automatically, but we may tie this information to personal information about you that we collect from other sources or you provide to us. We do not use automated decision making to profile our users.

Third-Party Use of Cookies and Other Tracking Technologies

Some content or applications, including advertisements, on the Website may be served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Your Data Protection Rights.

How Your Data is Protected

Company maintains reasonable administrative, technical and physical safeguards designed to protect the information collected via this Website and encrypts all data in motion. We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website like chat room message boards. The information you share in public areas may be viewed by any user of the Website.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website. No security system is impenetrable, and Company cannot guarantee the security of this website, nor that the information you supply will not be intercepted while being transmitted over the Internet. We are not liable for the illegal acts of third parties such as criminal hackers.

Legal Basis for Using Your Data

Company only relies on consent as a legal basis for processing personal information in relation to sending direct marketing communications to customers via email. Users have the right to withdraw consent at any time. Where consent is the only legal basis for processing, Company will cease to process data after consent is withdrawn.

Company collects and uses personal information because it is required for compliance with its legal obligations, its duties and rights under a contract for a sale or provision of goods or services to a user or customer, or its legitimate interests.

Company’s legitimate interests include:

Selling and providing services and goods to users and customers.

Protecting users, customers and other individuals.

Fulfilling duties to users, customers and other individuals.

Promoting, marketing and advertising products.

Sending promotional communications which are relevant and tailored to individual users and customers.

Understanding our users’ and customers’ activities, preferences and needs.

Administering this Website and Company business.

Preventing, investigating and detecting crime or fraud, including working with law enforcement agencies.

Handling user and customer contacts, inquiries and complaints.

Protecting Company and its Website users and customers by taking appropriate legal action against third parties who have committed criminal acts or are in breach of legal obligations to Company.

Effectively handling any legal claims or regulatory enforcement actions taken against Company.

How Your Data is Used

We use information that we collect about you or that you provide to us, including any personal information. Except as otherwise disclosed at the point of collection, Company does not trade, rent, sell, loan, lease, use for secondary or unrelated purposes or share with any third party any personal information it collects.

Your personal information collected pursuant to this policy may be used to:

To fulfill or meet the reason you provided the information. For example, if you share your name and contact information to ask a question about our products or services, we will use that personal information to respond to your inquiry. If you provide your personal information to purchase a product or service, we will use that information to process your payment and facilitate delivery. We may also save your information to facilitate new product orders or process returns.

To provide, support, personalize, and develop our Website, products, and services.

To create, maintain, customize, and secure your account with us.

To process your requests, purchases, transactions, and payments and prevent transactional fraud.

To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.

To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses.

To personalize your Website experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our Website, third-party sites, and via email or text message (with your consent, where required by law).

To help maintain the safety, security, and integrity of our Website, products and services, databases and other technology assets, and business.

For testing, research, analysis, and product development, including to develop and improve our Website, products, and services.

To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.

As described to you when collecting your personal information.

To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our Website users/consumers is among the assets transferred.

To notify you about changes to our Website or any products or services we offer or provide though it.

For any other purpose with your consent.

We may also use your information to contact you about our own and third-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please see Your Data Protection Rights.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

How Your Data is Disclosed

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

To our subsidiaries and affiliates.

To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.

To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Double A Labs, Corp.'s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Double A Labs, Corp. about our Website users is among the assets transferred.

To third parties to market their products or services to you if you have not opted out of these disclosures. We contractually require these third parties to keep personal information confidential and use it only for the purposes for which we disclose it to them. For more information, see Your Data Protection Rights.

To fulfill the purpose for which you provide it.

To provide the products or services ordered or requested or as otherwise may be disclosed at the point of collection.

For any other purpose disclosed by us when you provide the information.

To contact Website users and/or customers from time to time to provide important information, updates to the Website’ policies, terms of use, or to provide any other required notices.

With your consent.

We may also disclose your personal information:

To comply with any court order, law, or legal process, including to respond to any government or regulatory request.

To enforce or apply our terms of use and other agreements, including for billing and collection purposes.

If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Double A Labs, Corp., our customers, or others.

We do not intend to transfer your personal data outside the United States.

How Long Your Data Is Kept

Personal information that Company processes for any purpose shall not be kept for longer than is necessary for that purpose. Different retention periods apply for different types of data. Personal information will be retained:

Coextensive with any period that we are required to do hold personal information by law;

If Company believes that the personal information may be relevant to any ongoing or prospective legal proceedings; and

In order to establish, exercise, or defend Company’s legal rights (including providing information to others for the purposes of fraud prevention and risk reduction).

Your Data Protection Rights

We strive to provide you with choices regarding the personal information you provide to us. You have the right to ask what personal data Company holds about you at any time. You have the right to ask us to update and correct any out-of-date or incorrect personal data that Company holds about you free of charge and the right to opt out of any promotional communication that Company may send. You have the right to request that Our Company erase your personal data, under certain conditions. You have the right to object to or in certain circumstances, restrict our processing of your personal information. In certain circumstances, you may request we provide you or a third party designated by you with a copy of the personal information you provided to us in a structured, commonly used, machine readable-format.

Company has appointed a Data Protection Officer to ensure that Company processes the personal information in compliance with the applicable data protection legislation. You may also enforce your personal information rights by contacting Company’s Data Protection Officer. If you have any questions about how Company uses your personal data that are not answered here, or if you want to exercise your rights regarding your personal data, please contact our Data Protection Officer Chris Kim at security@doublealabs.com or 512-572-7604.

We have also created mechanisms to provide you with the following control over your personal information:

Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to security@doublealabs.com.

Promotional Offers from the Company. If you do not wish to have your email address/contact information used by the Company to promote our own or third parties' products or services, you can opt-out by sending us an email stating your request to security@doublealabs.com. If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions.

Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by sending us an email with your request to security@doublealabs.com.

We do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

California residents may have additional personal information rights and choices. Please see Your California Privacy Rights] for more information.]

Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: security@doublealabs.com. However, please know we do not currently sell data triggering that statute's opt-out requirements.

Accessing and Correcting Your Information

You may send us an email at security@doublealabs.com to request access to, correct or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

California residents may have additional personal information rights and choices. Please see Privacy Policy for California Residents, below, for more information.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page with a notice that the privacy policy has been updated on the Website home page. If we make material changes to how we treat our users' personal information, we will notify you through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

Chris Kim

512-572-7604

security@doublealabs.com

Privacy Policy for California Residents

Effective Date: [03/29/2022]

Last Updated on: 07/20/2022

This Privacy Policy for California Residents supplements the information contained in Double A Labs, Corp.'s Privacy Policy and applies solely to all visitors, users, and others who reside in the State of California ("consumers" or "you"). We adopt this notice to comply with the California Consumer Privacy Act of 2018 (CCPA) and any terms defined in the CCPA have the same meaning when used in this Policy.

This Policy does not apply to workforce-related personal information collected from California-based employees, job applicants, contractors, or similar individuals.

Where noted in this Policy, the CCPA temporarily exempts personal information reflecting a written or verbal business-to-business communication ("B2B personal information") from some its requirements.

Information We Collect

Our Website collects/We collect information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device ("personal information"). Personal information does not include:

Publicly available information from government records.

Deidentified or aggregated consumer information.

Information excluded from the CCPA's scope, like:

health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA), clinical trial data, or other qualifying research data;

personal information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver's Privacy Protection Act of 1994.

In particular, our Website has collected the following categories of personal information from consumers within the last twelve (12) months:

Category

Examples

Collected

A. Identifiers.

A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, Social Security number, driver's license number, passport number, or other similar identifiers.

YES

B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).

A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information.

Some personal information included in this category may overlap with other categories.

YES

C. Protected classification characteristics under California or federal law.

Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).

NO

D. Commercial information.

Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.

NO

E. Biometric information.

Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.

NO

F. Internet or other similar network activity.

Browsing history, search history, information on a consumer's interaction with a website, application, or advertisement.

YES

G. Geolocation data.

Physical location or movements.

YES

H. Sensory data.

Audio, electronic, visual, thermal, olfactory, or similar information.

NO

I. Professional or employment-related information.

Current or past job history or performance evaluations.

NO

J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).

Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.

NO

K. Inferences drawn from other personal information.

Profile reflecting a person's preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

YES

Our Website obtains the categories of personal information listed above from the following categories of sources:

Directly from you. For example, from forms you complete or products and services you purchase.

Indirectly from you. For example, from observing your actions on our Website.

Use of Personal Information

We may use, sell, or disclose the personal information we collect for one or more of the following purposes:

To fulfill or meet the reason you provided the information. For example, if you share your name and contact information to ask a question about our products or services, we will use that personal information to respond to your inquiry. If you provide your personal information to purchase a product or service, we will use that information to process your payment and facilitate delivery. We may also save your information to facilitate new product orders or process returns.

To provide, support, personalize, and develop our Website, products, and services.

To create, maintain, customize, and secure your account with us.

To process your requests, purchases, transactions, and payments and prevent transactional fraud.

To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses.

To personalize your Website experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our Website, third-party sites, and via email or text message (with your consent, where required by law).

To help maintain the safety, security, and integrity of our Website, products and services, databases and other technology assets, and business.

For testing, research, analysis, and product development, including to develop and improve our Website, products, and services.

To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.

As described to you when collecting your personal information or as otherwise set forth in the CCPA.

To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our Website users/consumers is among the assets transferred.

We will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice.

Sharing Personal Information

We may share your personal information by disclosing it to a third party for a business purpose. We only make these business purpose disclosures under written contracts that describe the purposes, require the recipient to keep the personal information confidential, and prohibit using the disclosed information for any purpose except performing the contract. In the preceding twelve (12) months, Company has not disclosed personal information for a business purpose to the categories of third parties indicated in the chart below.

We may also share your personal information by selling it to third parties, subject to your right to opt-out of those sales. Our personal information sales do not include information about individuals we know are under age 16. In the preceding twelve (12) months, Company has not sold the following categories of personal information to the categories of third parties indicated in the chart below. For more on your personal information sale rights, see Personal Information Sales Opt-Out and Opt-In Rights.

Personal Information Category

Category of Third-Party Recipients

Business Purpose Disclosures

Sales

A: Identifiers.

NONE.

NONE.

B: California Customer Records personal information categories.

NONE.

NONE.

C: Protected classification characteristics under California or federal law.

NONE.

NONE.

D: Commercial information.

NONE.

NONE.

E: Biometric information.

NONE.

NONE.

F: Internet or other similar network activity.

NONE.

NONE.

G: Geolocation data.

NONE.

NONE.

H: Sensory data.

NONE.

NONE.

I: Professional or employment-related information.

NONE.

NONE.

J: Non-public education information.

NONE.

NONE.

K: Inferences drawn from other personal information.

NONE.

NONE.

Reselling Personal Information

The CCPA prohibits a third party from reselling personal information unless you have received explicit notice and an opportunity to opt-out of further sales. The following businesses purchase personal information from us and may resell that information. To opt-out of those sales, please visit that business's opt-out notice at link provided below.

N/A

Your Rights and Choices

The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights.

Right to Know and Data Portability

You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months (the "right to know"). Once we receive your request and confirm your identity (see Exercising Your Rights to Know or Delete), we will disclose to you:

The categories of personal information we collected about you.

The categories of sources for the personal information we collected about you.

Our business or commercial purpose for collecting or selling that personal information.

The categories of third parties with whom we share that personal information.

If we sold or disclosed your personal information for a business purpose, two separate lists disclosing:

sales, identifying the personal information categories that each category of recipient purchased; and

disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.

The specific pieces of personal information we collected about you (also called a data portability request).

We do not provide a right to know or data portability disclosure for B2B personal information.

Right to Delete

You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions (the "right to delete"). Once we receive your request and confirm your identity (see Exercising Your Rights to Know or Delete), we will review your request to see if an exception allowing us to retain the information applies. We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:

Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, or otherwise perform our contract with you.

Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.

Debug products to identify and repair errors that impair existing intended functionality.

Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.

Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).

Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information's deletion may likely render impossible or seriously impair the research's achievement, if you previously provided informed consent.

Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.

Comply with a legal obligation.

Make other internal and lawful uses of that information that are compatible with the context in which you provided it.

We will delete or deidentify personal information not subject to one of these exceptions from our records and will direct our service providers to take similar action.

We do not provide these deletion rights for B2B personal information.

Exercising Your Rights to Know or Delete

To exercise your rights to know or delete described above, please submit a request by either:

Calling us at 512-572-7604.

Emailing us at security@doublealabs.com.

Only you, or someone legally authorized to act on your behalf, may make a request to know or delete related to your personal information.

You may also make a request to know or delete on behalf of your child by calling at the above number or emailing us at the above email address.

You may only submit a request to know twice within a 12-month period. Your request to know or delete must:

Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative, which may include:

Verification by use of a credit card number or call back number

Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.

We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you.

You do not need to create an account with us to submit a request to know or delete. However, we do consider requests made through your password protected account sufficiently verified when the request relates to personal information associated with that specific account.

We will only use personal information provided in the request to verify the requestor's identity or authority to make it.

For instructions on exercising your sale opt-out or opt-in rights, see Personal Information Sales Opt-Out and Opt-In Rights.

Response Timing and Format

We will confirm receipt of your request within ten (10) business days. If you do not receive confirmation within the 10-day timeframe, please contact Chris Kim at security@doublealabs.com or 512-572-7604.

We endeavor to substantively respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time (up to another 45 days), we will inform you of the reason and extension period in writing.

If you have an account with us, we will deliver our written response to that account. If you do not have an account with us, we will deliver our written response by mail or electronically, at your option.

Any disclosures we provide will only cover the 12-month period preceding our receipt of your request. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.

We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

Personal Information Sales Opt-Out and Opt-In Rights

If you are age 16 or older, you have the right to direct us to not sell your personal information at any time (the "right to opt-out"). We do not sell the personal information of consumers we actually know are less than 16 years old. Consumers who opt-in to personal information sales may opt-out of future sales at any time.

To exercise the right to opt-out, you (or your authorized representative) may submit a request to us by sending an email to us at chris@doublealabs.com. Once you make an opt-out request, we will wait at least twelve (12) months before asking you to reauthorize personal information sales. However, you may change your mind and opt back in to personal information sales at any time by sending an email to us at chris@doublealabs.com.

You do not need to create an account with us to exercise your opt-out rights. We will only use personal information provided in an opt-out request to review and comply with the request.

Non-Discrimination

We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:

Deny you goods or services.

Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties.

Provide you a different level or quality of goods or services.

Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.

However, we may offer you certain financial incentives permitted by the CCPA that can result in different prices, rates, or quality levels. Any CCPA-permitted financial incentive we offer will reasonably relate to your personal information's value and contain written terms that describe the program's material aspects. Participation in a financial incentive program requires your prior opt-in consent, which you may revoke at any time.

Other California Privacy Rights]

[California's "Shine the Light" law (Civil Code Section § 1798.83) permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to chris@doublealabs.com.

Changes to Our Privacy Policy

We reserve the right to amend this privacy policy at our discretion and at any time. When we make changes to this privacy policy, we will post the updated notice on the Website and update the notice's effective date. Your continued use of our Website following the posting of changes constitutes your acceptance of such changes.

Contact Information

If you have any questions or comments about this notice, the ways in which Double A Labs, Corp. collects and uses your information described here and in the Privacy Policy, your choices and rights regarding such use, or wish to exercise your rights under California law, please do not hesitate to contact us at:

Phone: 512-572-7604

Email: security@doublealabs.com

If you need to access this Policy in an alternative format due to having a disability, please contact us at security@doublealabs.com or 512-572-7604.