Refund and
Returns Policy

SELLERS

Basics

• Sellers create Gigs on Faceram to allow Buyers to purchase their services.

• Sellers may also offer Custom Offers to Buyers in addition to their Gigs.
• Each Gig you sell and successfully complete, accredits your account with a revenue equal to 80% of the purchase amount.

• Sellers may not promote their Gigs or any Faceram content via the Google Ads platform.

• The Seller’s rating is calculated based on the order reviews posted by Buyers or Business Account Team Members. High ratings allow Sellers to obtain advanced Seller levels (see Levels below). In certain cases, exceedingly low ratings may lead to the suspension of the Seller’s account.

• For security concerns, Faceram may temporarily disable a Seller’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other users, or associating multiple Faceram accounts to a single withdrawal provider.

• Sellers are responsible for obtaining a general liability insurance policy with coverage amounts that are sufficient to cover all risks associated with the performance of their services.

Levels

Faceram is all about helping Sellers leverage their skills. We seek to empower top performing Sellers with helpful tools to grow their business. Sellers who invest in self-promotion may achieve greater customer satisfaction. And, if they deliver on time and maintain high quality and ratings, Faceram may reward them with new statuses, special opportunities, benefits, and tools that come with it.

• Faceram Sellers can gain account Levels based on their activity, performance and reputation.

• Advancement in Levels are updated periodically by an automated system.
• The current Levels a Seller can achieve are, Level 1, 2, and Top Rated.
• Sellers who cannot maintain their high quality service, experience a severe drop in ratings, or stop delivering on time risk losing their Seller status and the benefits that come with it. For example, late deliveries, warnings to the Seller’s account and cancellations can cause a Seller to move to a different Level.
• Advanced levels provide their owners with additional benefits, including offering Gigs for higher prices through Gig Extras, or selling their Gig in multiples.

Seller Features

Faceram Sellers have access to several exclusive features that help customize the way their services can be offered.

Custom Offer

• Sellers can also send Custom Offers addressing specific requirements of a Buyer.
• Custom Offers are defined by the Seller with the exact description of the service, the price and the time expected to deliver the service.
• Custom Offers are sent from the conversation page.

• Services provided through Custom Offers may not violate Faceram’s Terms of Service and/or our Community Standards.

• Project Milestones:
  • Custom Offers above $100 may include up to six project milestones, the minimum amount for each milestone is $50 and the project should include at least two milestones. Each milestone is paid and delivered separately in accordance with each Custom Offer’s description and timelines.
  • Once a milestone is delivered and marked as completed, Buyers may choose to either continue with the Order and pay for the next milestone, or to stop the Order. If Buyer does not pay for the next milestone within 10 days of acceptance of previous milestones, the Order under the next milestones will not start. A milestone will be automatically marked as complete if no acceptance or request for modification were submitted within 8 days after marked as Delivered, however, in such case the Order will be stopped and all further milestones will not start.

Subscription

• Sellers may offer Buyers a fixed term subscription for a specific Gig (the “Subscription”). During the Subscription period, Seller will deliver one Order of the same Gig each month. Sellers may set a certain discount starting as of the second month.

• Buyers may cancel future Orders under the Subscription before payment is made for such future Orders. In such case, the Orders under the Subscription will be cancelled, as applicable. Once payment is made,

Shipping Physical Deliverables

Some of the services on Faceram are delivered physically (arts and crafts, collectable items, etc.). For these types of Gigs, Sellers may decide to add shipping charges. Sellers can add shipping charges for local shipping (within the same country) and for international shipping (anywhere else).

• Gigs that include shipping costs must have physical deliverables sent to Buyers.
• Shipping costs added to a Gig only pertains to the cost Sellers require to ship physical items to Buyers.
• Important: Buyers who purchase Gigs that require physical delivery, will be asked to provide a shipping address.
• Sellers are responsible for all shipping arrangements once the Buyer provides the shipping address.
• A tracking number is a great way to avoid disputes related to shipping. We require entering the tracking number if available in the Order Page when delivering your work.

BUYERS

Purchasing

• Buyers can request a Custom Order which addresses specific Buyer requirements, and receive a Custom Offer from Sellers through the site or through Faceram Anywhere.

• You may not offer Sellers to pay, or make payment using any method other than through the.

ORDERS

Basics

• Sellers must deliver completed files and/or proof of work using the Deliver Work button (located on the Order page) according to the service that was purchased and advertised on their Gig.
• The Deliver Work button may not be abused by Sellers to circumvent Order guidelines described in these Terms of Service. Using the “Deliver Work” button when an Order was not fulfilled may result in a cancellation of that Order after review, affect the Seller’s rating and result in a warning to Seller.
• An Order is marked as Complete after it is marked as Delivered and then accepted by a Buyer. An Order will be automatically marked as Complete if not accepted and no request for modification was submitted within 3 days after the Order was marked as Delivered.
• .Orders through the Logo Maker are completed once payment is made by the Buyer.

Handling Orders

• When a Buyer orders a Gig, the Seller is notified by email as well as notifications on the site while logged into the account.
• Sellers are required to meet the delivery time they specified when creating their Gigs. Failing to do so will allow the Buyer to cancel the Order when an Order is marked as late and may harm the Seller’s status.
• Sellers must send completed files and/or proof of work using the Deliver Completed Work button (located on the Order page) to mark the Order as Delivered.

• Users are responsible for scanning all transferred files for viruses and malware. bazaarri will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.

Reviews

• Feedback reviews provided by Buyers while completing an Order are an essential part of Faceram‘s rating system. Reviews demonstrate the Buyer’s overall experience with the Sellers and their service. Buyers are encouraged to communicate to the Seller any concerns experienced during their active order in regards to the service provided by the Seller.

• Leaving a Buyer’s feedback is a basic prerogative of a Buyer. Feedback reviews will not be removed unless there are clear violations of our Terms of Service and/or our Community Standards.
• Feedback comments given by Buyers are publicly displayed on a Seller’s Gig page.
• Work Samples are the delivered images and videos sent to a Buyer in a delivery message. Work Samples are added to a Seller’s Live Portfolio on their Gig page if the Buyer chooses to publish the Work Sample while providing a public feedback review.
• Withholding the delivery of services, files, or information required to complete the Gig’s service with the intent to gain favorable reviews or additional services is prohibited.
• Users are allowed to leave reviews on Orders up to 10 days after an Order is marked as complete. No new reviews may be added to an Order after 10 days.
• Sellers may not solicit the removal of feedback reviews from their Buyers through mutual cancellations.

User Conduct and Protection

Faceram enables people around the world to create, share, sell and purchase nearly any service they need at an unbeatable value. Services offered on Faceram reflect the diversity of an expanding Gig economy. Members of the Faceram community communicate and engage through orders, social media, and on Faceram’s Community Forums.

• To protect our users’ privacy, user identities are kept anonymous. Requesting or providing Email addresses, telephone numbers or any other personal contact details to communicate outside of Faceram in order to circumvent or abuse the Faceram messaging system or bazaarri platform is not permitted.

• Any necessary exchange of personal information required to continue a service may be exchanged within the Order Page.

• Faceram does not provide any guarantee of the level of service offered to Buyers. You may use the dispute resolution tools provided to you in the Order Page.
• Faceram does not provide protection for users who interact outside of Faceram platform.
• All information and file exchanges must be performed exclusively on  Faceram‘s platform.

• Rude, abusive, improper language, or violent messages will not be tolerated and may result in an account warning or the suspension/removal of your account.

• Faceram is open to everyone. Discrimination against a community member based on gender, race, age, religious affiliation, sexual preference or otherwise is not acceptable and may result in the suspension/removal of your account.

Gigs

• Users may report Gigs to Customer Support that may be in violation of Faceram’s Terms of Service based on the reported Gig’s replicated similarity to pre-existing services (copycat Gigs).

• Sellers warrant that any content included in their Gigs shall be original work conceived by the Sellers and shall not infringe any third party rights, including, without limitation, copyrights, trademarks or service marks. In the event that certain music or stock-footage media are incorporated within the Gigs, Sellers represent and warrant that they hold a valid license to use such music and/or footage and to include them in the Gigs.

Violations

Users may receive a warning to their account for violations of our Terms of Service and/or our Community Standards or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user’s email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can lead to your account losing Seller statuses or becoming permanently disabled based on the severity of the violation.

General Terms

• Faceram reserves the right to put any account on hold or permanently disable accounts due to breach of these Terms of Service and/or our Community Standards or due to any illegal or inappropriate use of the Site or services.
• Violation of  Faceram‘s Terms of Service and/or our Community Standards may get your account disabled permanently.
• Users with disabled accounts will not be able to sell or buy on Faceram.

• Users who have violated our Terms of Service and/or our Community Standards and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.
• Users have the option to enable account Security features to protect their account from any unauthorized usage.

• Faceram may make changes to its Terms of Service from time to time. When these changes are made, Faceram will make a new copy of the terms of service available on this page.
• You understand and agree that if you use Faceram after the date on which the Terms of Service have changed, Faceram will treat your use as acceptance of the updated Terms of Service.

Gig Commercial Use License

By purchasing a “Commercial Use License” with your Gig Order, the Seller grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. For the avoidance of doubt, the Seller retains all ownership rights. “Permitted Commercial Purposes” means any business related use, such as (by way of example) advertising, promotion, creating web pages, integration into product, software or other business related tools etc., and strictly excludes any illegal, immoral or defamatory purpose. This License is subject to Faceram’s Terms of Service. There is no warranty, express or implied, with the purchase of this delivery, including with respect to fitness for a particular purpose. Neither the Seller nor Faceram will be liable for any claims, or incidental, consequential or other damages arising out of this license, the delivery or your use of the delivery.

Limitation on Liability

IN NO EVENT WILL Faceram, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL 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 OR ANY SERVICES OR ITEMS OBTAINED THROUGH 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 FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Faceram, Inc. (“Faceram” “we” or “our”) provides URL shortening, custom-branded link, and link management and analytics products and services to its users (collectively, the Faceram Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the Faceram Services and constitutes a binding legal agreement between you and Faceram. If you accept this Agreement or use the Faceram Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of Faceram Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, Customer’s use of Faceram Services is governed by the Faceram Privacy Policy 

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A Faceram ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE Faceram SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE Faceram SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. SCOPE & MODIFICATIONS
   1. Modifications. Faceram reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your Faceram Account Details page. By continuing to access or use the Faceram Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the Faceram Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Faceram Services.
   2. Scope & Current Offerings. As of the Effective Date, Faceram offers certain Faceram Services to Customer. Faceram may add, remove, suspend, discontinue, modify or update the Faceram Services at any time, at its discretion. After the effective date of such update, Faceram shall bear no obligation to run, provide or support legacy versions of the Faceram Services.
   3. Faceram Enterprise Customers. If you have purchased a Faceram Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.
   4. Support, Uptime & Training. The training and level of customer support for the tier of Faceram Services you purchase is set forth on the Faceram Services pricing page.
2. PAID ACCOUNTS
   1. Fees. Faceram offers fee-based bazaarri Services that provide additional features and functionality. Pricing and services for paid accounts are described on Faceram’s Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay Faceram all applicable fees for the tier of Faceram Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
   2. Auto-renewals and Trials. If your account is set to auto-renew or is in a trial period and you have already provided a method of payment to Faceram for the Services, Faceram will charge your payment account automatically at the end of the trial or beginning of each renewal term for the renewal term, unless you notify us that you want to cancel or disable auto-renewal before the expiration of the then-current term. You may terminate the Agreement in your account’s Account Details page, or, if you purchased your Service through a Faceram account representative by contacting your Faceram account representative. If you are on a paid account plan lasting twelve (12) months or longer, we will notify you within 30 days before your account renews, including any changes in the Fees for the plan.
   3. Payment. Customer will pay Faceram invoices on the payment interval selected. If not otherwise specified, payments will be due immediately. Customer authorizes Faceram to charge Customer for all applicable Fees using Customer’s selected payment method through Faceram’s online payments platform. Customer will provide complete and accurate billing and contact information to Faceram. Faceram may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
   4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and Customer is responsible for all Taxes resulting from this Agreement or Customer’s use of the Faceram Services. Faceram will invoice Customer for Taxes when required to do so by applicable law, and Customer agrees to provide payment under the terms of the invoice. In the event Customer is required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by the Customer on behalf of Faceram to the appropriate taxation authority and Customer agrees that it will provide Faceram with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for Faceram to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by the Customer.
   5. Downgrades. bazaarri reserves the right to downgrade, suspend or terminate Customer’s access to any or all Faceram Services if Fees are past due.
3. LICENSE, METRICS AND COMPLIANCE;
   1. License to Faceram Services. Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, Faceram grants Customer, and any other party agreed in an Order Form, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the Faceram Services solely to shorten uniform resource locators (“URL”), receive certain Faceram Link Metrics (defined in Faceram’s Privacy Policy) and, for Enterprise Plan Customers, to utilize the other products and services defined on the applicable Order Form during the  Term.
   2. Faceram Link Metrics. As part of the provision of Faceram Services, Faceram collects and generates Faceram Link Metrics, which are described in Faceram’s Privacy Policy. Certain, limited Faceram Link Metrics are published on Faceram’s website. Customer acknowledges and agrees that all Faceram Link Metrics are owned by Faceram, and that Faceram has the right to use, license, sell or otherwise dispose of Faceram Link Metrics as detailed in Faceram’s Privacy Policy. Faceram does not make all Faceram Link Metrics available to Customer. Customer may access, use, and copy the limited Faceram Link Metrics we make available to Customer according to the Customer’s service tier. Customer may not combine any Faceram Link Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise share Faceram Link Metrics with any third party.
   3. Access Credentials. bazaarri shall provide Customer with non-transferable access credentials for the Faceram Services. Customer shall not (i) misrepresent or mask identities when using the Faceram Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by Faceram Customer shall safeguard all access credentials provided by Faceram and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the Faceram Services; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by Faceram and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. Faceram may update, refresh or change the manner of accessing the Faceram Services in its discretion.
   4. Compliance Monitoring. bazaarri may monitor Customer’s use of the Faceram Services for compliance with the Agreement. If Faceram observes usage of the Faceram Services that it believes are not in compliance with the Agreement, Faceram will notify the Customer and give the Customer five (5) business days to remedy its non-compliance. If Customer does not remedy its non-compliance within five (5) business days, Faceram reserves the right to suspend or terminate Customer’s use of the Faceram Services. Faceram reserves the right to suspend Customer’s use of the Faceram Services without notice in the event that it believes, in good faith, the security of Customer’s Faceram account has been compromised, or the Customer’s Faceram account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement.
4. INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS

   1.  

      Ownership.Except

      for any Customer Content or Customer Services, Customer acknowledges and agrees that Faceram is the sole and exclusive owner of all right, title and interest in and to the Faceram Services and Faceram Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know – how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof(“Faceram Materials”).Nothing in this Agreement or any other document shall be deemed to transfer ownership of the Faceram Materials.Except

      for the limited license rights expressly granted herein, no rights to Faceram Materials are granted hereunder and all rights in such Faceram Materials are reserved.

      Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Faceram Services or Faceram Link Metrics(“Feedback”).However,

          if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Faceram upon its creation.

      License Restrictions. Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased.Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or

      export data from the Services to create a service, software, documentation or data

      for a URL shortening service other than Faceram or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the Faceram Services or Faceram Link Metrics;

      (ii) use, modify, display, perform, copy, disclose or create derivative works of the Faceram Services except as expressly permitted herein;

      (iii) reverse engineer, decompile, disassemble, mimic, screen – scrape, frame or mirror the Faceram Services or Faceram Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein;

      (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Faceram Services or Faceram Link Metrics to any third party;

      (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’ s personal information or violates a third party’ s intellectual property, privacy or publicity rights(“Prohibited Content”) through the Faceram Services;

      (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures

      for, the Faceram Services or Faceram Link Metrics or related systems, including via robots, spiders and other electronic methods;

      and(vii) obscure, remove or alter any proprietary rights or other notices on the Faceram Services or Faceram Link Metrics.Notwithstanding anything to the contrary herein, Faceram may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3

      if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns.Customer hereby agrees that Faceram will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’ s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

      Technical Restrictions. Customer shall not exceed the number and / or frequency of API calls, concurrent URL shortens or other access to or use of Faceram Services in the relevant documentation or as otherwise provided by Faceram in an Order Form.If Faceram believes that Customer has attempted to exceed or circumvent these limitations, Faceram may suspend or block Customer’ s access to the Faceram Services.Faceram may monitor Customer’ s use of the Faceram Services, including to ensure Customer’ s compliance with this Agreement.

      Open Source Software. Faceram Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed

      for the purpose of making derivative works, or to be redistributed free of charge(“Open Source Software”).To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software.Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.

      Third Party Materials. Faceram Services may utilize third party software or source code, including without limitation Open Source Software(“Third Party Materials”).Faceram has no control over Third Party Materials.Accordingly, Faceram is not responsible or liable

      for any Third Party Materials.While Faceram has no obligation to monitor Third Party Materials, Faceram may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law.Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.

      Trademarks. Faceram grants Customer a limited, revocable, non – exclusive, non – transferable, non – sublicensable license to access and use Faceram’ s names, logos, designs, and other trademarks incorporated into the Faceram Services(“Faceram Marks”) during the Term and solely

      for the purposes of displaying such notice as part of the Faceram Services.Customer recognizes the validity of the Faceram Marks and Faceram’ s ownership and title thereto.Any goodwill derived from the use of the Faceram Marks by Customer shall inure to the benefit Faceram.Customer will not challenge the Faceram Marks, or Faceram’ s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement.Customer shall execute such documents as may be reasonably requested by Faceram, or required by law, to establish Faceram’ s sole and exclusive ownership and rights in the Faceram Marks, or to obtain registration thereof.Customer agrees to use the Faceram Marks consistent with Faceram’ s Brand Assets it makes available at  https: // Faceram.com/pages/press, so as to protect and maintain the Faceram Marks and Faceram’s rights therein. To this end, Faceram shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the Faceram Marks, and Customer agrees to modify the use of any Faceram Marks which do not meet Faceram’s standards. Notwithstanding the foregoing, Customer may not use any Faceram Marks in any manner implying any partnership with, sponsorship by, or endorsement by Faceram.

          CUSTOMER SERVICES, CONTENT AND INFORMATION

      Customer Services. Faceram shall have no liability

      for any Customer product or service accessed through or making use of the Faceram Services or any end user, customer or Personnel’ s use thereof(“Customer Service”).Customer shall not use the Faceram Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by Faceram.Customer shall not suggest or imply that Faceram is the author of or otherwise responsible

      for the views or content of the Customer Service.The Faceram Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the Faceram Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on Faceram in any manner.

      Customer Content. Customer hereby grants to Faceram an irrevocable, perpetual, non – exclusive, sublicensable, transferable, royalty – free, worldwide license, to use, copy,

          import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by Customer to Faceram(“Customer Content”) in connection with the provision, operation and promotion of the Faceram Services, creation of Faceram Link Metrics and

      for other business purposes.Faceram’ s collection, use and sharing of personal information Faceram receives from Customer or third parties(including social media networks) is described Faceram’ s  Privacy Policy.As stated in our  Privacy Policy, where permitted by law,

          if you register a Faceram Account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your Account with our sales team and the business to explore the business’ interest in creating or managing an enterprise account or

      for related purposes.

      REPRESENTATIONS AND WARRANTIES

      Customer Content Warranties. Customer represents and warrants that Customer Content and all information on which the Faceram Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights;

      (ii) the Customer Content, and any information on which the Faceram Link Metrics are based, was received, collected, used and provided to Faceram in compliance with all applicable laws, rules and regulations and self – regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or

      export restrictions(“Laws”);

      (iii) it has obtained all necessary consents, approvals or other authorizations or permissions

      for, and has complied with its posted privacy policies and all third – party terms and conditions or privacy policies in connection with, its receipt, use and / or provision of the Customer Content and all information on which the Faceram Link Metrics are based;

      and(v) that none of the Customer Content or information or data on which the Faceram Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.

      Further Customer Warranties. Customer further represents and warrants that(i) it has implemented or contractually required industry – standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Faceram Services or Faceram Link Metrics, Customer Content and Customer Services;

      (ii) it will not do anything that will make the Faceram Services subject to any open source or similar license which creates an obligation to grant any rights in the Faceram Services;

      (iii)

      it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Faceram Services or Faceram Link Metrics;

      (iv) in the event of any security breach or unauthorized access to any Faceram Services, Faceram Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify Faceram in writing, and, unless otherwise notified by Faceram, take all corrective action necessary to remedy such breach and / or comply with applicable Law and the requirements of Faceram, all at Customer’ s cost;

      and(v) Customer, Customer’ s use of the Faceram Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

      Faceram DISCLAIMERS. Faceram  SERVICES ARE PROVIDED“ AS IS” AND“ AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON – INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.Faceram DOES NOT WARRANT THAT: (I) THE Faceram SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;

      (II) SHORTENED URLS, THE Faceram SERVICES AND Faceram LINK METRICS WILL BE ACCURATE, ERROR – FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;

      (III) THE Faceram SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

      (IV) THE RESULTS OF USING THE Faceram SERVICES OR Faceram LINK METRICS WILL MEET CUSTOMER’ S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’ S OR CUSTOMERS’ BUSINESS NEEDS;

      OR(V) THE Faceram SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER.CUSTOMERS USE OF THE Faceram SERVICES AND Faceram LINK METRICS IS SOLELY AT ITS OWN RISK.FURTHER, Faceram MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’ S USE OF THE Faceram SERVICES AND Faceram LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE.Faceram SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES(E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS).CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE Faceram LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR.Faceram DOES NOT WARRANT THAT THE Faceram LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE.Faceram HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE Faceram LINK METRICS BY CUSTOMER AND THIRD PARTIES.

      INDEMNIFICATION AND RESPONSIBILITY

      Customer Indemnification. Customer will defend, indemnify and hold harmless Faceram, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns(“Faceram Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs(including reasonable attorneys’ fees and expenses) incurred by Faceram Indemnitees arising out of or directly or indirectly related to(a) the Customer Content, Customer Services or any other Customer products and services;

      (b) Customer’ s acts and omissions hereunder, breach of this Agreement, or violation of Laws;

      and / or(c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services.Faceram shall promptly notify Customer of any claim

      for which it seeks indemnification;

      provided, however, that any delay in providing notification shall not vitiate Customer’ s indemnification obligations unless Customer is materially prejudiced thereby.Customer shall have sole control over the defense of any claim under this Section, except that Faceram may approve any counsel used by Customer and that Faceram may participate in the defense, at Customer’ s cost.All settlements of indemnification claims require the consent of Faceram.

      LIMITATION OF LIABILITY

      LIABILITY LIMITATION. IN NO EVENT SHALL Faceram BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE Faceram SERVICES, Faceram LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO(I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER(HOWEVER ARISING);

      (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE(REGARDLESS OF THE SOURCE OF ORIGINATION);

      (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE Faceram SERVICES;

      (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’ S USE OF THE Faceram SERVICES;

      (V) CUSTOMER’ S FAILURE TO PROVIDE Faceram WITH ACCURATE ACCOUNT OR OTHER INFORMATION;

      (VI) ANY LIABILITY RESULTING FROM CUSTOMER’ S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

      (VII) CUSTOMER’ S FAILURE TO ACCESS THE Faceram SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER;

      OR(VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100 .00.

      TERM AND TERMINATION

      Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service tier(“Effective Date”) and remain in effect

      for the duration of the term selected by Customer, unless otherwise terminated as permitted herein(“Initial Term”).If your paid account is set to automatically renew, please see section 2(B) above

      for the auto – renewal terms.

      Right to Terminate. Faceram may terminate this Agreement immediately in its discretion.Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the Faceram Services and

      return, or,

      if directed by Faceram, destroy, all Confidential Information of Faceram.Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.

      GOVERNING LAW & DISPUTES

      Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the Federal Arbitration Act and the laws of the State of New York without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts

      for the International Sale of Goods.

      Limitation

      for Bringing Claims. To the fullest extent permitted by law, Customer agrees any Customer claim or cause of action arising out of, related to or connected with the use of the Faceram Services, Faceram Link Metrics or this Agreement must be filed within one(1) year after such claim of action arose or be forever banned.

      Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content(collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.You and Faceram agree that the U.S.Federal Arbitration Act governs the interpretation and enforcement of these Terms of Service, and that you and Faceram are each waiving the right to a trial by jury or to participate in a class action.This arbitration provision shall survive termination of these Terms of Service.

      Exceptions and Opt – out.As limited exceptions to this Dispute Resolution section(i) you may seek to resolve a Dispute in small claims court

      if it qualifies;

      and(ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent(or enjoin) the infringement or misappropriation of our intellectual property rights.This Arbitration Agreement does not apply to individuals located in the European Economic Area.

      If your claim is

      for U.S.$10, 000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video – conference hearing, or by an in -person hearing as established by the AAA Rules.If your claim exceeds U.S.$10, 000, the right to a hearing will be determined by the AAA Rules.Any arbitration hearings will take place in the county(or parish) where you live, unless we both agree to a different location.The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

      Arbitration Costs.Payment of all filing, administration and arbitrator fees will be governed by the applicable AAA Rules.If you are an individual, we’ ll pay

      for all filing, administration and arbitrator fees and expenses

      if your Dispute is

      for less than $10, 000, unless the arbitrator finds your Dispute frivolous.If we prevail in arbitration we’ ll pay all of our attorneys’ fees and costs and won’ t seek to recover them from you.If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

      Class Action Waiver.YOU AND Faceram AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.Further,

          if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’ s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

      If Faceram changes any of the terms of this“ Dispute Resolution” Section after the date you first accepted these Terms of Service(or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice(including by email to  support @Faceram.com) within 30 days of the date such change became effective, as indicated in the“ Last Updated” date above or in the date of Faceram’ s email to you notifying you of such change.By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Faceram in accordance with the terms of this“ Dispute Resolution” section as of the date you first accepted these Terms of Service(or accepted any subsequent changes to these Terms of Service).

      Severability.With the exception of any of the provisions in Section 20(e) of these Terms(“Class Action Waiver”),

          if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply.

      MISCELLANEOUS

      Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners

      for any purpose.

      Entire Agreement and Severability. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals(whether oral, written or electronic) between the parties with respect thereto, including any non – disclosure agreements signed by the parties.Except as may be modified in writing by the parties, including by a Faceram Enterprise Supplemental Agreement, no additional or conflicting terms set out on Customer order, invoice, statement or other document, or contained in any“ shrinkwrap” or“ clickwrap” agreements, are binding.If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

      Force Majeure. Except

      for any Fees due hereunder, neither party shall not be liable

      for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber – attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier(e.g., host or app store providers) or labor disputes.

      Assignment. Except to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written permission of the other party, and any attempt to do so is void.This Agreement shall be binding on any permitted successors and assigns.

          Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing to the addresses listed above and will be deemed to have been duly given when received,

          if personally delivered;

      when sent,

      if transmitted by facsimile or e – mail;

      or the day after it is sent,

      if sent

      for next day delivery by recognized overnight delivery service.

      Headings;

      Interpretation. The section and paragraph headings in this Agreement are

      for convenience only and shall not affect their interpretation.Any use of“ including”“

      for example” or“ such as” in this Agreement shall be read as being followed by“ without limitation.”

      Export. The parties shall comply with all applicable

      export and

      import control laws and regulations, and, in particular, shall not

      export or re –

          export the Faceram Services without all required United States and foreign government licenses.

      General. The failure of Faceram to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.The waiver of any such right or provision will be effective only

      if inwriting and signed by a duly authorized representative of Faceram.Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.If

      for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

      Publicity. Customer grants Faceram the right to use Customer’ s logos or trademarks in marketing or publicity materials and on its website to identify Customer as a customer that uses the Faceram Services.

      Contacting Faceram. If you have any questions about these Terms, please contact us at  support @Faceram.com.