Rinsed, Inc. Past Enterprise Terms of Use

Past Version: 2/17/2026

PLEASE READ THESE ENTERPRISE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY RINSED, INC. (“COMPANY”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COMPANY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms; License Grant.

Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Company grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Company product(s) and/or service(s) specified in such Order Form (collectively, the “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Company’s applicable official user documentation for such Services (the “Documentation”).

2. Access and Account.

Company may provide Customer with access privileges that permit Customer to access the Services (“Customer Account”). Customer will identify an administrative user name and password that will be used to set up Customer’s account. Customer must provide accurate and complete information and keep the Customer Account information updated. Customer is solely responsible for the activity that occurs on the Customer Account, and for keeping the Customer Account password secure. Customer may never use another person’s user account or registration information for the Services without permission. Customer must notify Company immediately of any discovered or otherwise suspected breach of security or unauthorized use of the Customer Account or the Services. Customer shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by Customer.

3. Implementation; Support.

Upon payment of any applicable fees set forth in each Order Form, Company agrees to use reasonable commercial efforts to provide standard implementation assistance for the Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Company provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Company otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Company at its then-current hourly rates for consultation. Subject to Customer’s compliance with the terms and conditions of this Agreement, solely to the extent set forth on an applicable Order Form, Company will use commercially reasonable efforts to provide the support services set forth on such Order Form.

4. Updates.

From time to time, Company may provide upgrades, patches, enhancements, or fixes for Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that, Company shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Company may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Company shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

5. Ownership; Feedback.

As between the parties, Company and its licensors retain all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Company for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to Company with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Company notwithstanding anything else. Company acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Company’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

6. Fees; Payment.

a.

Customer shall pay Company fees for the Services as set forth in each Order Form (the “Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Company’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any Service Capacity set forth on an Order Form (as defined therein), then (a) Company shall invoice Customer for such usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Company’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (b) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below), such renewal shall include the additional fees for such excess usage. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Order Form Initial Term, or then-current Order Form Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email).

b.

Customer is responsible for all sales, use, excise, value-added, goods and services, and other similar taxes or governmental charges (collectively, “Taxes”). Any applicable Taxes may not be listed on the Order Form. If Company is required by law to collect and remit Taxes on Customer’s behalf, Company will invoice Customer for such Taxes, and Customer agrees to pay the Taxes in addition to the amounts stated on the Order Form. If Customer claims an exemption from any Taxes, Customer must provide Company with a valid, properly executed exemption certificate prior to the delivery of the applicable products or services. Customer remains responsible for any uncollected Taxes if the exemption certificate is later determined to be invalid.

7. Restrictions.

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third party; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services to build an application or product that is competitive with any Company product or service; (g) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (h) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services and importing or storing data on the Services. Customer (i) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, and (ii) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights. Customer acknowledges and agrees that the Services represent valuable trade secrets and confidential information of Company. Accordingly, Customer (x) shall not use any Company Materials except as expressly set forth herein; (y) shall not disclose any Company Materials to any third party, and (z) shall use reasonable efforts to prevent any such unauthorized use or disclosure.

8. Customer Data; Usage Data.

For purposes of this Agreement, “Customer Data” shall mean any data, information, audio or other material provided, uploaded, or submitted by Customer or any of Customer’s end customers to the Services. Customer or its end customers shall retain all right, title and interest in and to the Customer Data. Company is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Company’s gross negligence or willful misconduct. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Customer acknowledges and agrees that Company may (a) use, modify, reproduce, and display Customer Data as necessary to provide, maintain, develop and/or improve the Services and (b) freely use and make available Aggregated Anonymous Data for Company’s business purposes.

9. Third Party Products.

Company may from time to time make Third Party Products available to Customer or Company may allow for certain Third Party Products to be integrated with the Services to allow for the transmission of Customer Data. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. Customer will return any physical Third Party Products to Company within ten (10) days of the date of termination or expiration of this Agreement.

10. Third Party Services.

Customer acknowledges and agrees that the Services may operate on, with or using third-party services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Customer acknowledges that certain services may be provided using artificial intelligence or machine learning algorithms developed by a third party. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

11. Term; Termination.

a. Term.

This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms.

b. Termination.

In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice.

c. Effect of Termination; Survival.

Upon any expiration or termination of any Order Form or this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except for certain obligations that accrued prior to the effective date of termination which shall survive.

12. Confidentiality.

For purposes of this Agreement, “Confidential Information” shall mean all financial, business, legal and technical information that is marked or otherwise identified as proprietary or confidential at the time of disclosure. Each party shall treat as confidential all Confidential Information of the other party and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent.

13. Indemnification.

Customer shall defend, indemnify, and hold harmless Company from all liabilities that arise from or relate to (i) Customer’s use of the Services, (ii) Customer Data, (iii) Customer’s violation of any other party’s rights.

14. Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND.

15. Limitation of Liability.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, DATA LOSS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

16. Service-Specific Terms.

a. Audio Recordings.

Customer acknowledges that certain Services may record audio of presentations that are presented using the Services. Customer is solely responsible for providing any notices or obtaining any necessary waivers or consents in connection with such audio recording.

b. Marketplace Rewards for Salespeople.

Certain Services may allow Customer to offer gift card rewards based on specified sales criteria. If Customer chooses to use this reward system, Customer will be solely responsible for funding the reward account.

c. Company AI Tools.

Customer acknowledges that AI tools integrated into certain Services may yield results that are not guaranteed in accuracy or reliability.

17. Miscellaneous.

This Agreement represents the entire agreement between Customer and Company regarding the subject matter hereof. The Agreement shall be governed by the laws of the State of New York, excluding its conflicts of law rules. All notices under this Agreement shall be in writing. Neither party may assign any of its rights or obligations hereunder without the other party’s consent.