End User License Agreement

BY INSTALLING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

This End Second Party License Agreement (Agreement) is entered into by and between:

1. Uptrend Media, a California corporation with offices at 1506 West 228th Street, Torrance, CA 90501 (First Party or Party);

and

2. You, as either an individual or entity (Second Party or Party).

Here in after referred to as (Parties).

WHEREAS:

A. First Party is the owner and sole provider of a cloud based application offering a digital, interactive menu (“Vapemenu”) for Second Party.

B. First Party will provide Second Party with access to select features within Vapemenu application, dashboard interface and software support;

C. First Party does not sell, lease or provide warranty services for hardware purchased by Second Party in conjunction with Vapemenu; and

D. Second Party is aware that Vapemenu works solely on Android devices and is not compatible with Apple operating systems.

E. The foregoing preamble shall be an integral part of this Agreement and shall have the same force as any other provision hereof.

THE PARTIES HAVE AGREED THE FOLLOWING:

1. Definitions

a. Agreement is defined as this Agreement between the Parties.

b. Vapemenu is defined as First Party’s digital menu application

c. Account is defined as an Account maintained by {Second Party} or {Second Party’s users} on Vapemenu.

d. First Party

e. Second Party

f. Business Day is defined as any day other than a weekend or a public holiday in the State of California

g. First Party’s Website is defined as the Account portal used by Second Party to access Vapemenu control panel.

h. Legal liability is defined as when one Party is legally or financially responsible to the other Party for an alleged action.

2. Consideration. In consideration for the use of Vapemenu by Second Party, First Party shall have unrestricted access and ownership of advertising banners in Second Party Accounts. First Party shall also have unrestricted access to Second Party content and Basic Information stored in First Party Application, and First Party reserves the right to use said content and information as needed to conduct internal business operations, including the ability to share Second Party basic information provided to Vapemenu with any Persons or Entities as required to conduct business operations. Vapemenu also reserves the right to aggregate and share usage data generated through the Application, as needed to conduct business operations.

3. Basic Information Provided By Users. In order to provide services to Second Party, First Party may collect from Second Party and store in its cloud or other storage system basic information including, without limitation, Second Party’s name, address, telephone number(s), email address(es), and information regarding the Second Party or other products, equipment and/or systems present in Second Party premises (collectively, “Basic Information”). Company shall have the right to use Basic Information for any purpose related to Company’s internal business activities, including sharing information with approved parties for purposes related to their respective business activities.

5. First Party Obligations, Covenants and Responsibilities. First Party shall provide Second Party with Vapemenu and access to Vapemenu’s Dashboard interface. Any necessary troubleshooting will be performed by First Party within reasonable time.

6. Second Party Obligations, Covenants and Responsibilities. Second Party agrees to maintain, for so long as this Agreement is in force, an internet connection to link Second Party via secured username and password to First Party’s website. Second Party agrees to download software updates within a reasonable amount of time once those updates are made available to Second Party by First Party. Second Party agrees to follow setup, backup and troubleshoot manuals as necessary in order to guarantee the functionality of Vapemenu.

7. Screen Content. First Party and Second Party shall not display content that is defamatory, obscene, indecent, violently graphic or discriminatory against any class of persons.

8. Promotional Content. Second Party agrees to release full control and access of advertising banners in Second Party Accounts on Vapemenu to First Party. If Second Party identifies a conflict of interest in the promotional materials chosen by First Party to appear on their Accounts’ banners, First Party agrees to evaluate any such reported conflict of interest stemming from the promotional content, and act accordingly and in a timely manner should it be deemed that the content is inappropriate, conflicting with Second Party’s business or undesirable in nature. Second Party is responsible for informing First Party of any promotional content it would like to have evaluated. By agreeing to this, Second Party expressly agrees to hold First Party harmless from any and all liability as a result of the promotion of any content whatsoever.

9. First Party Website. This Agreement requires that Second Party be connected to First Party’s Website. Second Party is solely responsible for obtaining and maintaining, at its own cost and expense, a reasonably speedy internet connection suitable for the purpose of accessing and using the First Party website and the Service. First Party will not be responsible for loss of service or functionality due to slow or unreliable internet connections. Use of the First Party website is subject to the terms and conditions of this Agreement, the First Party Website’s Terms of Use, and such other and further terms and conditions as First Party may publish from time to time. First Party does not guarantee that Second Party data maintained on First Party will be free of loss, virus, corruption, or error. In order to avoid loss of data, Second Party agrees to maintain its own backup copies of all data and content uploaded to or maintained on First Party servers.

10. Term and Termination. This agreement is effective upon Second Party’s acceptance of the terms hereof, and shall remain in effect until terminated by Second Party or by First Party. First Party may terminate this Agreement by giving at least 14 Business Days’ prior written or electronic notice to Second Party of its intention to do so. Second Party may terminate this Agreement at any time by deleting the application and expressly informing in writing or electronically of its intention to terminate this Agreement

11. Limitation of liability. In no event shall First Party be liable for any damages arising out of or related to this Agreement, however caused, and whether arising under contract, tort (including negligence) or any other theory of liability. First Party shall not be liable to Second Party under any circumstances under this Agreement.

12. Amendments to This Agreement. First Party reserves the right, at its sole discretion, to modify or replace this Agreement at any time, including by charging a paid subscription to continue using Vapemenu. If a revision is material, First Party agrees to provide at least 14 Business Days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at First Party’s sole discretion. If First Party informs Second Party that it intends to charge Second Party for continued use of Vapemenu, and Second Party does not agree to pay, Second Party may request all of its data and terminate this Agreement at any time by deleting Vapemenu and expressly informing the First Party in writing or electronically of its intention to terminate this Agreement

13. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to Vapemenu. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties regarding Vapemenu.

14. Relationship. In making and performing this Agreement, the Parties shall be deemed to be acting as independent contractors and shall not be deemed to be agents, representatives or partners. Neither Party is authorized to bind the other to any obligation affirmation, or commitment with respect to any other person or entity.

15. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their respective successors, attorneys, agents, representatives, heirs and assigns. Neither Party may assign, delegate or otherwise transfer this Agreement, whether by operation of law or otherwise, without the party’s prior written consent.

16. Headings. The section headings contained herein are inserted for convenience and act as a reference only and do not affect the meaning or interpretation of this Agreement.

17. Invalidity of Provisions. Should any of the provisions herein be deemed to be invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby, unless rendering the provisions invalid defeats the purpose for which this Agreement is entered into, in which case the entire Agreement shall be rendered invalid.

18. Governing law. This Agreement and any matters arising out of it shall be governed by and construed in accordance with the laws of the State of California in the United States of America.

19. Dispute Resolution. Any dispute relating to this Agreement which cannot be resolved by negotiation between the Parties within 30 Business days of either Party giving notice to the other Party that a dispute has arisen shall be submitted to mediation pursuant to the Mediation Rules of the American Arbitration Association and failing settlement of that dispute within 45 Business Days thereafter, the dispute shall be submitted by any Party for final resolution by the Courts of the City of Los Angeles which courts shall thereafter have exclusive jurisdiction.

20. Attorney’s Fees and Costs of Suit. In the event of any action brought to enforce any term of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs of suit.

21. In witness hereof, the Parties hereto have executed or approved this Agreement upon acceptance of the terms.