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Chronicle

Terms of Service

Last Updated: August 31, 2026

This Terms of Service (“Agreement”) is a legally binding contract between you and 360 Media Holdings, Inc., a Delaware corporation, d/b/a Chronicle Studios (“Chronicle,” “us,” “we,” or “our”) regarding your use of the Service (as defined in Section 1). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Chronicle makes available like clicking a box, creating an Account (as defined in Section 3.3), or otherwise affirmatively accepting the Agreement through another means Chronicle offers you. If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Chronicle and by you to be bound by this Agreement.

1. Defined Terms

Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.

2. Overview

Chronicle is a provider of a platform designed to automate and manage social media channels and brands.

3. Service

3.1. Permitted Use. Subject to the terms and conditions of this Agreement and each Order (including Section 3.8 (Customer Obligations)), Chronicle will make the Service available to Customer and, if Customer is a company or entity, to Customer’s Users during the Subscription Term. Customer may only use the Service internally.

3.2. Remote App. During the Subscription Term, Chronicle grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download Chronicle’s Remote App onto a Supported Device and use it to access and use the Service. Customer and its Users are responsible for installing all updates that Chronicle provides or makes available for download to the Remote App.

3.3. Access. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Chronicle with information (such name, email address, or other information). Customer agrees that the information it provides to Chronicle is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Chronicle (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Chronicle’s breach of this Agreement). Customer will promptly notify Chronicle if it becomes aware of any unauthorized access to or other compromise of any Log-in Credentials. Chronicle may Process Log-in Credentials in connection with Chronicle’s provision of the Service or for Chronicle’s internal business purposes. Customer represents and warrants to Chronicle that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws and not in violation of any third-party rights, or agreements.

3.4. Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users to the extent expressly permitted hereunder); (b) use the Service to develop a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service; (d) modify or create derivative works of the Service or copy any element of the Service; (e) remove or obscure any proprietary notices in the Service; (f) publish benchmarks or performance information about the Service; (g) interfere with the operation of the Service, circumvent any security or access restrictions, or conduct any security, penetration or vulnerability test of the Service; (h) transmit or disseminate any viruses, malware, malicious code or other harmful materials or content to or through the Service; (i) take any action that risks harm to others or to the security, availability, or integrity of the Service; (j) access or use the Service or any Channel for any illegal purpose or in a manner that conflicts with or violates any Law or other obligations of Customer, or any third-party rights, or any agreements with any third parties (including with respect to any Third-Party Platforms); (k) access or use the Service or any Channel to create, publish, transmit or disseminate any offensive, indecent, harmful, illegal, or false information, content, or materials, or otherwise in connection with any of the foregoing; (l) use the Service or any Channel for High Risk Activities; (m) engage any third party to manage, operate, or provide social media management services for the Channels that are the subject of this Agreement; or (n) attempt or permit anyone to do any of the acts described in this Section. Notwithstanding anything else in this Agreement, Chronicle has no liability for use of the Service for or in connection with any High Risk Activities.

3.5. Use of Customer Data. Customer grants Chronicle the non-exclusive, worldwide, sublicensable right to use, analyze, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and to otherwise Process Customer Data to: (a) provide, maintain, and improve the Service, and exercise its rights under this Agreement; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by Laws or as agreed to in writing between the parties.

3.6. Privacy Policy. Please read our Privacy Policy, which describes how we collect and use personal data. Our Privacy Policy is incorporated by reference into, and made a part of, this Agreement.

3.7. Usage Data; Aggregated Data. Chronicle may Process Usage Data and Aggregated Data for internal business purposes including to: (a) track use of Service; (b) provide and maintain Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.

3.8. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the terms and conditions of this Agreement (including Sections 3.4 (Restrictions) and 3.8 (Customer Obligations)) when using, and otherwise with respect to the Service. Customer represents and warrants that: (a) it has made all disclosures, provided all notices, and has obtained and will maintain all rights, consents, and permissions necessary for Customer to use the Service, and for Chronicle to collect, access, use, disclose, transfer, transmit, store, host, or otherwise Process the Customer Data, and access, connect to, and otherwise use all Channels, in each case without violating or infringing Laws or third-party rights, or agreements, terms or policies (including with respect to any Third-Party Platform) that apply to Customer, the Channels, or Customer Data; (b) as between Customer and any third-party, Customer is and shall remain the exclusive owner of the social media accounts, pages, profiles, and channels identified in the Order and all content thereon; and (c) Customer has all necessary rights, consents, permissions, and authority to: (i) grant Chronicle access to the Channels; (ii) provide Chronicle with all credentials, API keys, and other access rights related to the Channels; and (iii) authorize Chronicle to access, use, and manage the Channels on Customer’s behalf. Customer grants Chronicle an exclusive, worldwide license during the Subscription Term to access, use, and manage the Channels (including all data and performance metrics) to provide, maintain, and improve the Service, and authorizes Chronicle to act on Customer’s behalf with respect to the Channels for such purposes. Customer shall provide Chronicle with management-level access to the Channels and all necessary credentials, API keys, and access rights.

3.9. Suspension. Chronicle may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 (Restrictions) or Section 3.8 (Customer Obligations); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Chronicle suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Chronicle’s other customers or the security, availability, or integrity of the Service. Where practicable, Chronicle will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Chronicle will use reasonable efforts to restore your access to the Service as practicable.

3.10. Modifications to the Service. Chronicle may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer. Chronicle will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Chronicle’s implementation thereof.

3.11. Third-Party Platforms. Use of Third-Party Platforms are subject to Customer’s agreements with the relevant provider and not this Agreement. Chronicle does not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, Customer authorizes Chronicle to access and exchange Customer Data, and other data, information, and files with such Third-Party Platform on Customer’s behalf. Chronicle uses YouTube API Services. By using the Service, you agree to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms.

4. Commercial Terms

4.1. Fees. Fees for the Service are described in the Order. All fees for the Service (“Fees”) will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any the unpaid amount including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Chronicle’s income tax (“Taxes”). Fees are exclusive of all Taxes.

4.2. Authorization. You authorize Chronicle to charge all sums for the orders that you make and any level of Service you select as described in this Agreement or the applicable Order, or published by Chronicle, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Chronicle may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Chronicle may seek pre-authorization of the credit card account Customer provide to Chronicle for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Chronicle reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.

4.3. Pricing. Chronicle reserves the right to determine pricing for the Service. Unless Chronicle and Customer otherwise agree in an Order executed by the parties, Chronicle may change the Fees for the Service (including any feature or functionality of the Service) and Chronicle will notify Customer of any such changes before they apply. Chronicle may make promotional offers with different features and different pricing to any of Chronicle’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.

4.4. Renewal Fees. Fees for renewal Subscription Terms are at Chronicle’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

5. Service Warranty; Disclaimer

5.1. Service Warranty. Chronicle warrants to Customer that the Service will perform materially as described in the Documentation during the Subscription Term (“Service Warranty”). The Service Warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) issues caused by Customer’s failure to satisfy or breach of its representations, warranties or obligations under this Agreement (including Section 3.8); (d) use of the applicable Service other than according to the Documentation and in full conformity with this Agreement in all respects; or (e) Trials and Betas or other free or evaluation use.

5.2. Warranty Remedy. If Chronicle breaches a Service Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Chronicle within 30 days of discovering a breach of the Service Warranty for the Service, then Chronicle will use reasonable efforts to correct the non-conformity. If Chronicle cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Chronicle will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.2 sets forth Customer’s exclusive remedy and Chronicle’s entire liability for breach of the Service Warranty.

5.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 (SERVICE WARRANTY), THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. CHRONICLE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CUSTOMER’S USE OF THE SERVICE WILL YIELD ANY SPECIFIC RESULTS OR OUTCOMES, OR THAT CHRONICLE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. CHRONICLE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE CHRONICLE’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD.

6. Term and Termination

6.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

6.2. Termination. Either party may terminate this Agreement (including any or all Orders) upon notice if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed, settled, or otherwise withdrawn within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Chronicle may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination.

6.3. Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer’s access to and Chronicle’s obligations to provide the Service will cease. Without limiting the generality of the foregoing, upon expiration or earlier termination of this Agreement: (a) without limiting any other Customer obligations, Customer shall within 10 days of such expiration or termination pay to Chronicle all unpaid payable Fees and other amounts; (b) Customer shall immediately stop accessing the Service and Materials, and shall have no right to access, use, or otherwise with respect to the Service or Materials; (c) Customer will delete and return all Materials and other Chronicle Confidential Information; and (d) Customer shall revoke Chronicle’s access to the Channels as granted under Section 3.8. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Service, including from Third-Party Platforms from the applicable Service, using the export features described in the applicable Documentation. After that 30 day period, Chronicle will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and Customer’s Confidential Information (as defined in Section 10), may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

6.4. Survival. These Sections survive expiration or termination of this Agreement: 3.4 (Restrictions), 3.7 (Usage Data; Aggregated Data), 3.8 (Customer Obligations), 4.1 (Fees), 4.2 (Authorization), 5 (Service Warranty; Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13.1 (General Provisions), 13.2 (Governing Law), 13.3 (Additional Terms), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as otherwise provided in this Agreement, as between the parties Customer retains its intellectual property rights in its Customer Data. Except for Customer’s right, subject to the terms and conditions of this Agreement, to use the Service to the extent expressly set forth in this Agreement, Chronicle and its licensors retain all intellectual property rights and other rights in and to the Service, Software, Materials, Documentation, Usage Data, and Chronicle’s technology, templates, formats, dashboards, methodologies, and other intellectual property and proprietary information, including any modifications or improvements to any of the foregoing. If Customer provides Chronicle with feedback or suggestions regarding the Service or its other offerings, Chronicle may use the feedback or suggestions without restriction or obligation.

8. Limitations of Liability

EXCEPT WITH RESPECT TO CUSTOMER’S BREACHES OF SECTIONS 3.3 (ACCESS), 3.4 (RESTRICTIONS), 3.8 (CUSTOMER OBLIGATIONS), OR 10 (CONFIDENTIALITY), OR WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION): (A) NEITHER CHRONICLE’S, CUSTOMER’S OR THEIR RESPECTIVE SUPPLIERS OR LICENSORS WILL HAVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE; AND (B) NEITHER CHRONICLE’S, CUSTOMER’S OR THEIR RESPECTIVE SUPPLIERS OR LICENSORS LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CHRONICLE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT. THE WAIVERS AND LIMITATIONS IN THIS SECTION 8 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification

Customer will defend Chronicle from and against any third-party claim to the extent based on or arising or resulting from Customer Data or Customer’s breach or alleged breach of Sections 3.4 (Restrictions) or 3.8 (Customer Obligations), and will indemnify and hold Chronicle harmless against any damages and costs awarded against Chronicle (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claims.

10. Confidentiality

10.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Notwithstanding anything to the contrary including Section 10.3, our Confidential Information includes any Materials, the terms and conditions of this Agreement and any Orders, and any technical or performance information about the Service.

10.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.5 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Chronicle is the Recipient: (i) Chronicle may retain the Customer’s Confidential Information to the extent required to continue to provide the Service and use its rights expressly set forth in this Agreement; and (ii) Customer’s Confidential Information may be retained in Chronicle’s backups, and archival routines. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

10.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

10.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

10.5. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

11. Trials and Betas

If Customer or its Users receive access to or use of Service or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Chronicle (not to exceed 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 11, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Chronicle may never release, and their features and performance information are deemed to be Chronicle’s Confidential Information. Chronicle may suspend Customer’s and its Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CHRONICLE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.

12. Modifications

Chronicle may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Chronicle indicates an earlier effective date. If Chronicle requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Chronicle, in which case Chronicle will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Chronicle of its objections within 30 days after Chronicle’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Chronicle may require Customer to click to accept the modified Agreement.

13. Miscellaneous

13.1. General Provisions. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Chronicle regarding your use of the Service. If there are inconsistencies or conflicts between the terms of the body of this Agreement and any Order, the terms of the Order will control to the extent of the conflict. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Chronicle’s prior written consent. Chronicle may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Chronicle’s right to require performance at any other time after that, nor will a waiver by Chronicle of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees or comply with Sections 3.4 (Restrictions) or 3.8 (Customer Obligations)) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The parties are independent contractors, not agents, partners, or joint venturers. Unless otherwise set forth in the applicable Order, all Fees and other amounts referenced in this Agreement are in United States Dollars (USD).

13.2. Governing Law. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Wilmington, Delaware and both parties submit to the personal jurisdiction of those courts.

13.3. Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Chronicle may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

13.4. Consent to Electronic Communications. By using the Service, Customer agrees to receiving electronic communications from Chronicle. Customer agrees that any notices, agreements, disclosures, or other communications that Chronicle sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

13.5. Contact Information. The Service is offered by 360 Media Holdings, Inc., a Delaware corporation, d/b/a Chronicle Studios, located at 9800 Wilshire Blvd., Suite 202, Beverly Hills CA, 90212. Customer may contact Chronicle by sending correspondence to that address or by emailing Chronicle at Contact@Chronicle.Studio.

13.6. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

14. Definitions

14.1. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

14.2. “Channel” means the social media account, page, profile or other channel, as set forth in the applicable Order, and all related third-party platforms, services, and interfaces (including, without limitation, platform studios, APIs, third-party applications, affiliate platforms, and SVOD services) through which such channel is accessed, managed, monetized, or distributed.

14.3. “Customer Data” means any data or information that: (a) Customer (including its Users) submits to the Service, including from Third-Party Platforms; and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Chronicle to provide the Service to Customer.

14.4. “Documentation” means the then-current version of Chronicle’s usage guidelines and standard technical documentation for the Service that Chronicle may make generally available to its customers that it provides the applicable Service to, and which Chronicle may update or replace from time to time.

14.5. “High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

14.6. “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Customer Data.

14.7. “Materials” means all content, outputs, documentation, files, data, and other information disclosed by or on behalf of Chronicle to Customer or the Channel.

14.8. “Order” means an order that describes the Service for which Customer is obtaining the right to use that is executed by the parties and references and incorporates this Agreement.

14.9. “Privacy Policy” means the Privacy Policy.

14.10. “Process” means to collect, access, use, analyze, disclose, transfer, transmit, store, host, or otherwise process.

14.11. “Remote App” means Chronicle’s proprietary Software installed on supported remote devices as described in the Documentation through which Users can access and use the Service pursuant to the terms and conditions of this Agreement.

14.12. “Service” means the then-current version of Chronicle’s proprietary platform that is identified in the relevant Order.

14.13. “Software” means any software, scripts, or other code required by Chronicle to operate the Service, including a Remote App.

14.14. “Subscription Term” means the period during which Customer’s subscription to access and use the Service is in effect, as identified in the applicable Order.

14.15. “Supported Device” means a hardware device on which a Remote App can be installed on and used as defined in the Documentation.

14.16. “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Chronicle that Customer elects to integrate or enable for use with the Service.

14.17. “Usage Data” means information generated from the use of the Service, which data does not identify Users or Customer, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable personal Customer Data.

14.18. “User” means any employee of Customer that Customer allows to use the Service on Customer’s behalf.