JINGLE BAIL OUT TERMS OF USE

Effective Date: December 12, 2020

1. INTRODUCTION AND OVERVIEW

Team One, a division of Saatchi & Saatchi, North America, Inc. (“Team One”, “we”, “our”, or “us”), distributes an Amazon Alexa Jingle Bail Out speaker application (“Application”). If you are not able to create an account with Amazon, you may not be able to use this Service.

By accessing, downloading, or interacting, or using the Service (defined below), you accept and agree to these Terms of Use (“Terms”), which govern your use of our Service, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy. If you do not agree and consent, discontinue use of the Service.

2. THE SERVICE

Team One provides the Application which utilizes artificial intelligence to tell holiday themed dad jokes to help you skillfully change the subject at holiday gatherings through the use of your Amazon Alexa, including all features and functionalities, recommendations and reviews, or any other websites of the Service (the “Website”), and user interfaces, as well as all software associated with our service (collectively, the “Service”).

To use the Service and access the Application, you will need Internet access, and an Amazon Alexa.

3. COMPATIBLE DEVICES

In order to stream or download the Application, you will need to use an Amazon Alexa or a device that meets the system and compatibility requirements that we establish from time to time.

4. TEAM ONE CONTENT

a. General. The Service contains: (i) sounds, audio, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Team One; and (iii) other forms of intellectual property (all of the foregoing, collectively “Team One Content”). All right, title, and interest in and to the Service and the Team One Content is the property of Team One or Team One’s licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

b. Limited License. Unless stated in another written agreement with you, then subject to your strict compliance with these Terms, Team One grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license, to access and use the Team One Content in accordance with these Terms, for personal, non-commercial, private use. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Team One Content; and (ii) may be suspended or terminated for any reason, in Team One’s sole discretion, and without advance notice or liability. Your unauthorized use of the Team One Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

c. Playback Quality; Streaming. The playback resolution and quality of the Team One Content you receive will depend on a number of factors, including the type of Amazon Alexa device on which you are accessing the Team One Content and your bandwidth, which may increase or decrease over the course of your use of the Service. While we strive to provide you a high quality experience, we make no guarantee as to the resolution or quality of the Team One Content you will receive when streaming.

d. General Restrictions. You may not (i) use the Service or transfer, copy or use Team One Content, except as permitted in this Agreement; (ii) sell, rent, lease, distribute, or broadcast any right to the Service or Team One Content; (iii) remove any proprietary notices in Team One Content; (iv) harvest any information from the Service or Team One Content; (v) reverse engineer or modify the Service or Team One Content; (vi) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other content protection system used as part of the Service; (vi) use the Service or Team One Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (vii) use the Service or Team One Content for any comparative or competitive research purposes; or (viii) use the Service or Team One Content for any commercial or illegal purpose. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Team One Content.

5. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. NEITHER TEAM ONE NOR ANY OF ITS PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "TEAM ONE PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM TEAM ONE’S INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TEAM ONE PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR (C) YOUR MISUSE OF THE SERVICE OR ANY TEAM ONE CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM TEAM ONE’S INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

7. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless the Team One Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your misuse of the Service; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (v) your use of a Third Party Service; or (vi) any misrepresentation made by you. Team One reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Team One’s defense of any claim. You will not in any event settle any claim without the prior written consent of Team One. This provision does not require you to indemnify Team One for any unconscionable commercial practice by Team One or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

8. TERMINATION.

We may terminate your access to the Service at our discretion without notice (except as may be required by applicable law) or liability. If you violate any of these Terms, your rights under this Agreement will automatically terminate without notice, and Team One may, in its discretion, immediately revoke your access to the Service and to Team One Content without refund of any fees. In such event, you must delete all copies of Team One Content that you have downloaded.

9. MODIFICATION OF SERVICE.

Team One reserves the right to modify or suspend the Service, or any part of the Service, at any time and without notice (except as required by applicable law), and Team One will not be liable to you should it exercise such rights, even if your ability to use Content is impacted by the change. Upon suspension of your access to the Service, or upon notice from Team One, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Team One Content.

10. THIRD PARTY SERVICES.

Team One’s Service contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third Party Services”). Team One may also integrate third party technologies into the Service and host Team One Content on Third Party Services. These Third Party Services are not owned, controlled, or operated by Team One, and you acknowledge and agree that Team One is not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk. For more information on Third Party Services, see our Privacy Policy.

11. COMMUNICATIONS.

We may send you promotions or otherwise communicate with you electronically, which may include e-mail, push notification, or posts to Your Account, and you hereby consent to receive those communications. These communications will be in accordance with our Privacy Policy. You can opt-out of receiving certain promotional e-mails from Team One at any time by following the instructions as provided in e-mails to click on the unsubscribe link.

12. AMENDMENTS.

Team One reserves the right, in Team One’s sole discretion, to modify or replace any part of these Terms, at any time without prior notice. You agree that Team One may notify you of any updated Terms by posting them on the Service so that they are accessible via a link from the Website, and/or to send you an e-mail to the last e-mail address you provided to Team One. All such changes are effective immediately when Team One posts them, or such later date as may be specified in the notice of updated Terms. Team One will provide you with the opportunity to affirmatively agree to any modified or replaced Terms. If you object to any such changes, your sole recourse is to cease using the Service.

13. RESERVATION OF RIGHTS; WAIVER.

All rights not expressly granted to you are reserved by Team One and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. The Service, software and the Team One Content embody intellectual property that is protected by law. Copyright owners of the Team One Content are intended third-party beneficiaries under the Agreement. Any unauthorized use of the Team One Content or Service for any purpose is prohibited.

14. LEGAL NOTICES..

All legal notices to us must be mailed to: 375 Hudson Street, 15^th Floor, Attention: EVP, General Counsel, New York, New York 10014. When you communicate with Team One electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15. DISPUTE RESOLUTION.

a. Agreement to Arbitrate. You and Team One agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Team One’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Team One may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, the Team One Content, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.

b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Team One should be sent to: [375 Hudson Street, 15^th Floor, Attention: EVP, General Counsel, New York, New York 10014]. After the Notice is received, you and Team One may attempt to resolve the claim or dispute informally. If you and Team One do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

c. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1- 800-778-7879. The arbitration shall be conducted by a single neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Team One made to you prior to the initiation of arbitration, Team One will pay you the greater of the award or One Thousand U.S. Dollars (US $1,000.00). Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR, unless the arbitrator directs that bearing such costs would be an undue burden and in that case, Team One will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).

d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

e. Time Limits. If you or Team One pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Team One, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Team One.

g. Waiver of Class Actions. You waive any right to pursue an action on a class-wide basis against Team One and may only resolve disputes with us on an individual basis, and may not bring a claim against Team One as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

h. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Team One in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND TEAM ONE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

j. Choice of Law; Forum Selection. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

16. WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY TEAM ONE OR A LICENSOR OF TEAM ONE.

17. GENERAL PROVISIONS.

a. Consent or Approval. No Team One consent or approval may be deemed to have been granted by Team One without being in writing and signed by an officer of Team One.

b. Survival. The provisions of these Terms, which by their nature should survive termination of your use of the Service, including sections on Service, (except for the limited license), Termination, Modification of Service, Amendments, Legal Notices, Third Party Services, Agreement to Arbitrate Disputes and Choice of Law, Disclaimer of Representations and Warranties, Limitation of Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Amendments, and General Provisions, will survive.

c. Severability; Interpretation; Assignment. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Team One may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Team One.

d. Complete Agreement; No Waiver. These Terms reflect the complete agreement between you and Team One regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms: (i) no failure or delay by you or Team One in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

e. International Issues. Team One controls and operates the Service from the U.S., and Team One makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.

f. Investigations; Cooperation with Law Enforcement. Team One reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. Team One may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.