<h3>EgretSoft Terms of Use</h3> Last Updated:December 20,2024 These Terms of Use (“TOU“) should be read in conjunction with other documents you have signed or intend to sign with EgretSoft: any Order Forms, the EgretSoft Privacy Policy, the Subscription Licensing Agreements and any other exhibits, appendixes, or schedules attached thereto (collectively, the “Agreements“), which set forth the terms and conditions under which you (our customers) may access and use EgretSoft’s Services. By submitting any Order Form, clicking your acceptance to the Agreements, or by using our website, Codes or Services you signify that you have read and agree to be bound by the terms and conditions of the Agreements and that you have the full authority to enter into and bind to the Agreements. EgretSoft may modify the Agreements from time to time as described herein. Your continued use of the Services following such modifications shall constitute your consent to the modified Agreements. You may not use or access the Services if you are a direct competitor of EgretSoft unless explicitly agreed by EgretSoft in writing. If you do not agree to all of the terms of the Agreements then you may not use the Services. 1. DEFINITIONS Capitalized terms not otherwise defined in the Agreements shall have the meaning specified in this Section 1. a. “Affiliate” shall mean an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this TOU, where control means the power to direct the affairs or management of such entity, whether through the ownership of at least 51% (fifty-one percent) of the voting securities, by contract, as trustee or executor. b. “EgretSoft Privacy Policy” means the privacy policy describing EgretSoft’s privacy practices in relation to data collected through your use of the Service. c. “EgretSoft” means the entity as set forth in Section 16. d. “Anonymous Aggregated Data” means data that is derived from the combination of End User Data with other data so that its results are aggregated and anonymized in such a manner that it is not identifiable in any way to any person or entity (including Customer). e. “Codes” means any tags, SDKs, APIs, JavaScript, pixels, attribution or redirect links, cookies or other technology used or made available by EgretSoft to Customer to support the provision of the Services by EgretSoft, including any updates thereto. f. “Collection Technologies” means such Codes or similar data collection technologies that are used to collect End User Data by EgretSoft. g. “Customer Data” means the End User Data and Registration Information. h. “Documentation” means implementation manuals and other policies and instructions relating to the use and operation of the Code and Services made available by EgretSoft. i. “End User(s)” means such end users who have interacted with or who use or have used our Applications, websites, products and/or services. j. “End User Data” means such data concerning the characteristics and activities of End Users, such as technical information about End User devices (e.g. type, model, OS, language), technical identifiers (e.g. advertising ID’s, IP address, device ID’s), and engagement information (e.g. advertisements clicked and viewed, in app events and purchases). k. “Order Form” means any insertion order, order form or similar document (whether provided through an online form or offline format) specifying the Subscription Package and/or the applicable subscription terms, including ordered Services, subscription period, fees and purchased features. l. “Restricted Data” means: (i) name and contact details (e.g. address, phone numbers); (ii) financial information (e.g. bank account numbers or credit/debit card information); (iii) any health information; (iv) government IDs (e.g. driver’s license, passport, national ID, and social security); (v) any information regarding children (i.e. under the age of 14 (fourteen) or as otherwise defined by applicable children protection laws (“Children”)), unless appropriate parental consent has been provided; (vi) any information defined as ‘Special Categories of Data’ under Article 9 of the GDPR (e.g. biometric or genetic data, information about ones religious beliefs, race, sex life or orientation); and (vii) any personally identifiable information other than End User Data that is afforded protection under specific regulation or laws. m. “Report” means the various attribution and analysis reports of End User Data generated through the Service. n. “Service(s)” means the services provided by EgretSoft, including through its platform available on https://cdn-www.quickegret.com/ or any other Website operated by EgretSoft. o. “Subscription Package” means the specific Services to which you have subscribed and their corresponding fees and package features, including without limitation, support terms provided by EgretSoft for the specified subscription package term, all as further described in an Order Form. p. “Customer“ , “you” , and “your” means the entity specified in the Order Form that is procuring the Services. 2. ORDER FORM AND ACCOUNT REGISTRATION a. EgretSoft shall provide Services to you as set forth in a Subscription Licensing Agreement or an Order Form. A Subscription Licensing Agreement or an Order Form shall become effective only upon its execution by an authorized signatory of both parties. b. In order to access and use the Services, you may need to register an account.Any information provided during such registration must be current, complete and accurate (“ Registration Information“). You must ensure Registration Information is up to date at all times. You will at all times be responsible for maintaining the security of your account credentials and shall take all necessary steps to protect your account credentials from disclosure.You agree to notify EgretSoft immediately upon learning of any unauthorized use of your account or any other breach of security of your account. 3. ACCESS AND USE RIGHTS a. Subject to your payment of all due fees, EgretSoft grants you a limited, non-transferable, non-exclusive, right to: (i) access and use the Services pursuant to the terms of TOU; and (ii) integrate the Codes into Customer (or where applicable, Agency Clients) websites, advertisements and such number of Customer’s mobile applications specified in an Order Form (“Applications“) in accordance with the Documentation and solely for Customer’s internal business needs. b. You agree that you will not, nor will you allow any third party to: (i) reverse engineer or otherwise attempt to discover the underlying code of the Services; (ii) copy, modify, adapt, translate or otherwise create derivative works of the Codes or Services; (iii) rent, lease, sell, assign, or otherwise transfer rights in the Codes or Services to any third party; (iv) remove any proprietary notices or bypass any security measures of EgretSoft with respect to the Services; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material that violates third party privacy rights; (vii) send material containing software viruses, worms, trojan horses, or other harmful computer code, files, scripts, agents, or programs; (viii) use the Services or any part thereof in any manner that violates any applicable laws regarding unsolicited commercial communications; or (ix) use the Services in a manner that is not compliant with all applicable laws, rules or regulations and within the scope of the limited rights granted hereunder. 4. CONFIDENTIALITY a. Either party (a “Disclosing Party“) may disclose to the other party (a “Receiving Party“) certain confidential information regarding its technology and business (“Confidential Information“). EgretSoft’s Confidential Information includes, without limitation, the pricing of the Agreement. Subject to the terms and conditions of this TOU, Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its Affiliates, employees, agents, consultants and subcontractors who have a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Customer will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without EgretSoft’s prior written consent. The non-disclosure and non-use obligations set forth in this Section 4 shall survive the termination or expiration of this TOU. 5. DATA AND PRIVACY a. You retain full ownership of your Customer Data. You hereby allow EgretSoft to collect, store, use and process Customer Data as set forth in the Agreement (including, specifically as described in the EgretSoft Privacy Policy). b. EgretSoft strictly prohibits you from using the Services to collect or otherwise enable the collection of any Restricted Data. You hereby warrant that you shall not configure the Codes or Services to collect any Restricted Data through the Services. Additionally, you agree that when it is known to you or when you should reasonably be aware that End User Data may be collected from Children, you shall configure the Codes and Services appropriately to ensure compliance with applicable children data protection and privacy laws (including the Children’s Online Privacy Protection Act) – for example, by implementing an opt out from data collection when parental consent required by law is not obtained by you. c. You are solely responsible for the correct implementation and configuration of the Codes and Services under applicable privacy or data protection laws. You will ensure that you have a lawful basis and/or right to collect and share such Customer Data as described in this TOU. Without derogating from the generality of the foregoing, you shall: (A) provide appropriate notice to End Users which at a minimum: (i) complies with any applicable law or regulation; (ii) provides End Users with accurate disclosure of your privacy practices, including in relation to your use of third party services such as EgretSoft, the type of information collected when using the Services, and how End User Data may be used by you and third parties (including EgretSoft); and (B) obtain, where required by law, appropriate rights and/or consents: (i) to collect and use the End User Data and enable the collection, use and processing of End User Data by EgretSoft pursuant to the terms of the Agreement (including specifically the EgretSoft Privacy Policy); and (ii) to place Collection Technologies (including by EgretSoft) on the browsers or devices of End Users. You acknowledge that EgretSoft has no direct relationship or interface with End Users and that its ability to comply with certain data protection and privacy laws related to its use of Collection Technologies or End User Data is dependent on your compliance with the terms of this Section 5, including your notice and consent obligations specified in this subsection (c). Without limiting any remedies available to EgretSoft under this TOU or applicable law, EgretSoft reserves the right to suspend performance of the Services if it reasonably deems that Customer has not provided appropriate notice or obtained appropriate consent as required under this section. You shall indemnify, hold harmless and defend EgretSoft, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against EgretSoft or any of its officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, court costs, reasonable attorneys’ fees and other litigation expenses) incurred by EgretSoft or any of its officers, directors, employees, agents or Affiliates, arising out of your breach of this Section 5, including your failure to provide appropriate notice or obtain appropriate consent in connection with your and/or EgretSoft’s use and processing of data as provided under this TOU. 6. BILLING a. You shall be required to pay EgretSoft all Subscription Package fees set forth in a Subscription Licensing Agreement or an Order Form. Unless different payment terms are specified in an Order Form, any amounts due shall be payable within 10 (ten) days of EgretSoft’s issuance of the applicable invoice. Any Subscription Package fees unpaid by you by the due date shall thereafter bear interest at the rate of twelve percent ( 12%) per annum (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid. Without derogating from any other remedies available to EgretSoft under this TOU or by law, if you have any outstanding debts in connection with any Services provided by EgretSoft under any current or past Order Form, then, without affecting any of your payment obligations under the Agreement (including, any payment obligations under an Order Form) and without limiting any other rights that may be available to EgretSoft under the Agreement, EgretSoft shall have the right to suspend or cease performance of the Services until such debt is paid. All amounts owed to EgretSoft are non-cancellable and fees paid are non-refundable, except as explicitly otherwise stated in the Agreement. b. EgretSoft may use various service providers. When using such provider’s services, you agree to be subject to, and to comply with, the terms and policies of such provider. EgretSoft shall not be liable and/or responsible for any acts or omissions of such providers. c. All fees payable hereunder, do not include any local, state, or federal sales, use, excise, personal property, VAT or other similar taxes or duties, including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable, shall be borne and paid by you. 7. INDEMNIFICATION a. You agree to indemnify, hold harmless and defend EgretSoft, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against EgretSoft or any of its officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, court costs, reasonable attorneys’ fees and other litigation expenses) incurred by EgretSoft or any of its officers, directors, employees, agents or Affiliates, arising out of, or relating to: (i) your breach of any terms of the Agreement; or (ii) your implementation and use of the Services in violation of applicable laws, rules or regulations. b. EgretSoft shall have no responsibility or liability for any claim to the extent resulting from, or arising out of: (a) use of the Codes or Services not in compliance with the Agreement, the Documentation or applicable law; (b) the combination of the Codes or Services with any other code, platform or services not provided by, or explicitly approved in writing, by EgretSoft; (c) the modification of any Codes or Services by any party other than EgretSoft or in any way not expressly permitted by the Documentation; or (d) the use of any Code that is not the most up-to-date Code as made available to you by EgretSoft. c. The obligations of either party to provide indemnification under this TOU will be contingent upon the indemnified party: (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section, except to the extent that the indemnifying party is materially prejudiced as a result of such failure); (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense. 8. AGENCIES AND PARTNERS a. If you are an agency or a party representing, or providing services for the benefit of, a third party (“Agency Client“), you represent and warrant that you are authorized to act on behalf of, and bind to this TOU, that Agency Client (and upon our request shall provide evidence thereof). You further represent and warrant that such Agency Client has provided you with explicit permission to collect on its behalf and view Customer Data and that you shall use such Customer Data strictly in accordance with the permissions provided to you by such Agency Client and the terms of this TOU. You shall ensure that each Agency Client agrees to the terms of this TOU and agrees to abide by its terms, including without limitation, Section 5 (Privacy). You acknowledge and agree that: (i) EgretSoft makes no representations or warranties for the direct or indirect benefit of any Agency Client; and (ii) you will not make any representations or warranties to such Agency Client on behalf of EgretSoft. You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to EgretSoft, the Services, or use thereof. You agree to indemnify, hold harmless and defend EgretSoft, from and against any claims or actions and any related liability arising out of or relating to: (a) any representations and warranties made by you concerning any aspect of the Services to an Agency Client; (b) any claims made by or on behalf of any Agency Client pertaining directly or indirectly to your use of the Services; and (c) any claims with respect to acts or omissions of an Agency Client in connection with the Services. 9. WARRANTIES AND DISCLAIMER OF WARRANTIES a. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES, DOCUMENTATION, CODES AND REPORTS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY EGRETSOFT, EITHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. EGRETSOFT DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, CODES AND/OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS TOU AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. 10. LIMITATION OF LIABILITY a. EGRETSOFT WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOSS OF REVENUE, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF EGRETSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EGRETSOFT’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS TOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 (TWELVE) MONTHS PRECEDING THE APPLICABLE CLAIM, IN THE AGGREGATE. b. SOME OF THE LIMITATIONS PROVIDED HEREIN MAY NOT BE ALLOWED UNDER THE LAWS OF CERTAIN JURISDICTIONS. IF ANY SUCH LAW IS DEEMED TO APPLY TO THE AGREEMENT THEN THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER SUCH LAWS. 11. EGRETSOFT PROPERTIES a. As between the parties, EgretSoft shall retain all right, title and interest in and to the Codes, Anonymous Aggregated Data and Services and all technology utilized by EgretSoft to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing (the “ EgretSoft Properties“) and including any updates, upgrades, enhancements, modifications or improvements made to, or derivatives of, the EgretSoft Properties. If Customer provides EgretSoft with any feedback regarding any EgretSoft Properties, EgretSoft may use all such feedback without restriction. Furthermore, EgretSoft may use Anonymous Aggregated Data for research and analytics purposes and improvement and marketing of the Services. Nothing herein shall be interpreted to provide Customer any rights in the EgretSoft Properties except the limited rights explicitly set forth herein. 12. TERM AND TERMINATION a. The terms set forth in this TOU shall be in force for as long as a Subscription Licensing Agreement or an Order Form is in effect. b. At the end of the Subscription Package term specified in your Subscription Licensing Agreement or Order Form, your Subscription Package will automatically renew pursuant to the same terms and conditions, unless otherwise explicitly stated in your Subscription Licensing Agreement or Order Form or if either party provides the other with written notice 30 (thirty) days prior to the end of the then applicable Subscription Package term. c. Each party may terminate the Agreement upon written notice if the other party is in material breach of the terms of the Agreement, and such breach is not cured within 30 (thirty) days from the receipt of written notice of such breach. Furthermore, EgretSoft shall have a right to immediately suspend the Services in the event of: (i) non-payment; (ii) any breach by you of Sections 3-5 of these TOU; or (iii) if required to avoid harm to EgretSoft or any third party. d. Upon any termination or expiration of the Agreement, EgretSoft will cease providing the Services to you, and you will delete all copies of the Codes from all webpages, advertisements and Applications under your control or your account. In the event of any termination: (a) you will not be entitled to any refund of any fees for Services not yet rendered through the date of termination (except where explicitly stated otherwise in an Order Form); and (b) any: (i) outstanding balance through the date of termination; and (ii) other unpaid payment obligations will be immediately due and payable in full. Any obligations of the parties that by their nature are intended to survive the termination or expiration of the Agreement shall survive any termination or expiration thereof. 13. MODIFICATIONS TO THESE TERMS OF SERVICE. a. EgretSoft reserves the right to modify the terms of this TOU from time to time; provided that any such revised terms will only apply to an existing Subscription Package upon the earlier of: (i) the next renewal of such Subscription Package; or (ii) 30 (thirty) days from the date the notice of such change was posted on this page (or the EgretSoft website) or otherwise provided to you. 14. GENERAL CONDITIONS a. Technical support may be provided to customers depending on the Subscription Package as defined in a Subscription Licensing Agreement or an Order Form. If the Order Form specifies Technical Support, Customer Support Management (“CSM“) or similar in general terms, it shall mean that EgretSoft will provide up to 5 hours of support per month under the Agreement, but does not guarantee that all problems will be solved or that any item will be error-free. Additionally, all such support shall be provided only during EgretSoft’s business hours or such other availability hours specified in a Subscription Licensing Agreement or an Order Form. b. EgretSoft may, from time to time, publish and make available to you certain updates to the Code. You agree to implement any such updates. EgretSoft shall have no liability for any damages that may result from your failure to implement such updates. c. You authorize EgretSoft to use your company name, logo or other applicable trademarks, at any time, for the purpose of referencing you as a customer on the EgretSoft Website or in other promotional marketing materials. 15. MISCELLANEOUS; APPLICABLE LAW AND VENUE a. EgretSoft shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. b. If any provision of this TOU is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this TOU shall continue in full force and effect. c. This TOU shall be governed by and construed under the laws of Singapore without reference to its conflict of law principles. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Singapore. d. Any notices to EgretSoft must be sent to: KUAILU SOFTWARE (SINGAPORE) PTE. LTD., Level 8, Solaris @ Kallang 164, 164 Kallang Way, Singapore 349248, via first class or air mail or overnight courier, and are deemed given upon receipt. The failure of EgretSoft to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. e. You may not assign or otherwise transfer any of your rights hereunder without EgretSoft’s prior written consent, and any such attempt is void. EgretSoft may freely assign its rights under this TOU. This TOU shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. 16. EGRETSOFT ENTITY a. The EgretSoft entity with which you are contracting under this TOU or any Order Form depends on where you are domiciled. Unless otherwise indicated in an Order Form or a Subscription Licensing Agreement: (i) if you are domiciled in China (excluding Hong Kong, Macau and Taiwan), then you are contracting with Shenzhen Kuailu Technology Limited, located at Floor 61-65, CFC Changfu Jinmao Building, No. 5 Shihua Road, Futian Free Trade Zone, Shenzhen, China; and (ii) if you are domiciled outside of China (excluding Hong Kong, Macau and Taiwan), then you are contracting with KUAILU SOFTWARE (SINGAPORE) PTE. LTD., located at Level 8, Solaris @ Kallang 164, 164 Kallang Way, Singapore 349248. It is further clarified that any Affiliate of EgretSoft may provide certain services to support the provision of Services under this TOU, including billing and payment collection services.