These Terms of Service ("Terms") govern your access to and use of the Adsology services ("Services") provided by HLS Group LLC ("Adsology", "we", "us", or "our"), a Wyoming limited liability company.

By (1) clicking a box indicating acceptance, (2) accessing or using Adsology's Services, (3) creating or accessing an account on Adsology's website or app, or (4) executing an Order Form, you accept and agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "you" or "Customer" shall refer to such entity and its affiliates.

Adsology's direct competitors are prohibited from accessing or using the Services, except with Adsology's prior written consent. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2 "Content" means information obtained by Adsology from publicly available sources or its third-party content providers and made available to Customer through the Services.

1.3 "Customer Data" means data and information provided or made available by Customer to Adsology through its use of the Services. For clarity, Customer Data does not include any Content.

1.4 "Order Form" means any order form entered into by Customer and Adsology that incorporates these Terms.

1.5 "Purchased Services" means the particular Services purchased by Customer or its Affiliates pursuant to an Order Form.

1.6 "Services" means the features or functionalities enabled by the Adsology software provided by Adsology and its Affiliates, including updates and upgrades thereto.

1.7 "Subscription Term" means the term set forth in an Order Form.

1.8 "User" means Customer, or any individual authorized by Customer, to access or use the Services.

2. PROVISION OF SERVICES

2.1 License Grant. Adsology grants you a limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license, during the Subscription Term, to access and use the Services for your internal business purposes solely in the manner permitted by these Terms.

2.2 Provision of Purchased Services. During the Subscription Term, Adsology will:
   (A) make the Purchased Services and Content available to Customer pursuant to these Terms;
   (B) provide standard support for Purchased Services to Customer at no additional charge;
   (C) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for planned downtime and circumstances beyond Adsology's reasonable control.

3. USE OF SERVICES AND CONTENT

3.1 Customer Responsibilities. Customer will (a) be responsible for Users' compliance with these Terms, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Adsology promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with these Terms and applicable laws and government regulations.

3.2 Usage Restrictions. Customer agrees that it will not:
   (A) make any Services or Content available to anyone other than Customer or Users, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates;
   (B) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Content;
   (C) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
   (D) use the Services to store or transmit Malicious Code;
   (E) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein;
   (F) attempt to gain unauthorized access to any Services or Content or their related systems or networks;
   (G) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit;
   (H) copy the Services or any part, feature, function or user interface thereof;
   (I) copy Content except as permitted herein or in an Order Form;
   (J) frame or mirror any part of any Services or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes;
   (K) access any Services or Content in order to build a competitive product or service; or
   (L) reverse engineer any Services (to the extent such restriction is permitted by law).

4. FEES AND PAYMENT

4.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Adsology and notifying Adsology of any changes to such information.

4.3 Overdue Charges. If any invoiced amount is not received by Adsology by the due date, then without limiting Adsology's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

4.4 Suspension of Service. If any amount owing by Customer under this or any other agreement for Adsology's services is 30 or more days overdue, Adsology may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

4.5 Taxes. Adsology's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.

5. PROPRIETARY RIGHTS AND LICENSES

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Adsology, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 License by Customer to Host Customer Data. Customer grants Adsology, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Adsology to provide the Services in accordance with this Agreement.

5.3 License by Customer to Use Feedback. Customer grants to Adsology and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Adsology's or its Affiliates' services.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Adsology includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2 Adsology Warranties. Adsology warrants that during an applicable Subscription Term (a) this Agreement and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Adsology will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to Section 3.2 (Integration with Non-Adsology Applications), Adsology will not materially decrease the overall functionality of the Services.

7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9. TERM AND TERMINATION

9.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms hereunder have expired or have been terminated.

9.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.

9.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.4 Refund or Payment upon Termination. Upon any termination for cause by Customer, Adsology will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Adsology, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Adsology for the period prior to the effective date of termination.

10. GENERAL PROVISIONS

10.1 Export Compliance. The Services, Content, other Adsology technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions.

10.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

10.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Adsology and Customer regarding Customer's use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

10.4 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Wyoming, without regard to its conflicts of laws rules.

10.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).

10.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

By using Adsology's services, you acknowledge that you have read these Terms of Service, understood them, and agree to be bound by them. If you do not agree to these Terms of Service, you are not authorized to use the Service. We reserve the right to change these Terms of Service from time to time, so please review them frequently.