These Sponsor Studio Terms ("Terms") are Version 1.0. They take effect on October 9, 2026. They govern each order for Fanflet's sponsor products. The agreement between Fanflet, LLC ("Fanflet") and the customer named in an Order Form ("Customer") is made up of these documents: (a) the signed Order Form; (b) the Data Processing Agreement ("DPA"), including its annexes; (c) these Terms, including the Support and Availability Policy in Schedule 1; and (d) the Acceptable Use Policy ("AUP"), as modified by Section 4.5. Together these are the "Agreement."

1. How this Agreement works

1.1 The Agreement. The documents listed above are the Agreement for Customer's purchase of the Services.

1.2 Order of precedence. If documents in the Agreement conflict, this order controls: (1) the Order Form, but only for its commercial terms (products, tiers, quantities, fees, Start Date, and term) and any special term that expressly names the section of these Terms it overrides; (2) the DPA, for matters involving personal data; (3) these Terms; and (4) the AUP. A later document overrides an earlier one only where it says so expressly.

1.3 Purchase orders and portals. Customer may issue a purchase order ("PO") for its own internal administration. Pre-printed or click-through terms in any PO, supplier portal, vendor-registration system, or invoice-processing system are rejected and have no effect, even if Fanflet accepts the PO, registers in the portal, or clicks to accept. Fanflet will show Customer's PO number on invoices if Customer supplies one.

1.4 Relationship with Fanflet's public terms. Fanflet's public Terms of Service at fanflet.com/terms ("Public Terms") are written for individual Speakers and self-serve users. For Customer's purchase and use of the Services, this Agreement replaces the Public Terms. In particular, the following do not apply to Customer: Public Terms Section 11 (subscription plans and billing, including the 14-day refund on annual plans in Section 11.5 and price changes in Section 11.6), Section 14.2 (termination by Fanflet), Section 15 (disclaimers and limitation of liability), Section 16 (indemnification), Section 17 (dispute resolution, including arbitration and the class action waiver), Sections 20.4 through 20.6 (assignment, notices, and force majeure), and Section 21 (changes). Individual Users still accept the Public Terms and Privacy Policy when they create a login. If those documents conflict with this Agreement, this Agreement controls as between Fanflet and Customer. The Public Terms state the same rule for an order-form purchase of Sponsor Studio.

1.5 Affiliates. A Customer Affiliate may buy Services under these Terms by signing its own Order Form. That Affiliate is then the "Customer" for that Order Form and is responsible for it.

2. Definitions

Capitalized terms have these meanings. Others are defined where they first appear.

"Affiliate" means an entity that controls a party, that a party controls, or that shares common control with a party, where "control" means owning more than 50% of the voting interests.
"Aggregate Data" means data derived from Usage Data that is de-identified and combined across at least five accounts, as described in Section 9.4.
"Audience Member" means any person who views a public fanflet page.
"Confidential Information" has the meaning in Section 10.1.
"Customer Data" means (a) Sponsor Content; (b) Customer's account and User information; (c) the reports, analytics, and exports Fanflet generates for Customer about Customer's own Sponsor Content, Sponsored Seats, and connections; and (d) Opt-In Contact Data delivered to Customer. Customer Data does not include Usage Data, Aggregate Data, Speaker Content, or the Services.
"Documentation" means Fanflet's then-current product descriptions and help materials for the Services, as Fanflet provides or publishes them.
"Fees" means the annual fees and other amounts stated in an Order Form.
"Opt-In Contact Data" means contact details of an Audience Member (such as name, email, title, and organization) that the Audience Member affirmatively chose to share with Customer through a consent control on a fanflet page.
"Order Form" means a Fanflet order document, signed by both parties, that references these Terms.
"Platform Insights" means benchmarks, scores, trend analyses, and similar outputs Fanflet derives from Aggregate Data.
"Services" means the Fanflet sponsor products described in an Order Form, including Sponsor Studio and the Sponsor Producer tier, the related dashboard, and Documentation, plus support under Schedule 1.
"Speaker" means an individual who publishes fanflet pages through Fanflet, including a Speaker whose seat Customer funds. "Speaker Content" means content a Speaker creates or uploads.
"Sponsor Content" means logos, names, links, files, descriptions, and other materials Customer provides for display through the Services.
"Sponsored Seat" means a paid Fanflet subscription for a Speaker that Customer funds under an Order Form.
"Subscription Term" means the initial term of an Order Form, and any renewal term, under Section 8.2.
"Usage Data" means technical and interaction data generated by operation of the Services, such as page views, clicks, QR scans, device type, and performance data.
"User" means an employee or contractor of Customer or its Affiliates whom Customer authorizes to use the Services.

3. The Services

3.1 Access. During the Subscription Term, Fanflet will provide the Services described in the Order Form. Customer may use them for its internal business purposes under this Agreement.

3.2 Users and accounts. Each User needs an individual login. Logins may not be shared. Customer is responsible for its Users' compliance with this Agreement and for activity under their logins. Customer will notify Fanflet promptly at hello@fanflet.com if it suspects unauthorized access.

3.3 Restrictions. Customer will not, and will not permit others to: (a) resell, sublicense, or provide the Services as a service bureau; (b) copy, reverse engineer, or create derivative works of the Services, except where the law expressly permits it; (c) use the Services or their outputs to build a competing product or to train an AI model; (d) circumvent seat, connection, or rate limits; (e) scrape the Services or attempt to re-identify an individual from Aggregate Data or from another de-identified report; (f) run a penetration test or a load test without Fanflet's prior written consent; or (g) use Opt-In Contact Data beyond the consent the Audience Member gave.

3.4 No reduction in core functionality. Fanflet improves the Services continually and may change them. Fanflet will not materially reduce the core functionality Customer purchased during a Subscription Term. If Fanflet does, Customer may terminate the affected Order Form under Section 8.6 and receive a pro-rata refund.

3.5 Beta features. Fanflet may offer features labeled beta, preview, or early access. Customer may choose whether to use them. They are provided "as is," are excluded from Schedule 1, Section 13.2, and Section 14.1, and Fanflet may change or withdraw them at any time.

3.6 Support and availability. Fanflet will provide support and availability under Schedule 1.

3.7 Subcontractors. Fanflet may use subcontractors and service providers. Fanflet remains responsible for their performance under this Agreement.

3.8 Messages and third-party services. The Services send emails and text messages that third-party networks may delay or filter. Links in Speaker Content, and third-party websites, are outside Fanflet's control.

4. Sponsor Content, Speakers, and Sponsored Seats

4.1 Sponsor Content. Customer is responsible for Sponsor Content. That includes its accuracy, its compliance with law, Customer's rights to use it, and any medical, legal, or regulatory review Customer requires before publication. Fanflet labels sponsor blocks as sponsored. Fanflet does not review Sponsor Content for regulatory compliance.

4.2 Speaker independence. Speakers own and control Speaker Content. Customer may place content on a Speaker's page only through clearly labeled sponsor blocks the Speaker accepts. Customer will not use the Services to direct or edit a Speaker's educational content. Customer receives only the analytics described in the Order Form and the Documentation. Customer does not receive Speaker analytics beyond its own Sponsor Content and Sponsored Seats.

4.3 Sponsored Seats. If an Order Form includes Sponsored Seats, Customer selects the Speakers it wishes to fund, and each Speaker may accept or decline. Fanflet does not select Speakers for Customer. Fanflet does not pay Speakers on Customer's behalf unless an Order Form expressly says so. Fanflet does not condition a Speaker benefit on prescribing, purchasing, using, or recommending a product. A Speaker's acceptance of a Sponsored Seat does not create an obligation of that Speaker to Customer through Fanflet.

4.4 Wind-down of Sponsored Seats. When an Order Form ends for any reason: (a) each Sponsored Seat stays active through the end of its paid period; (b) Fanflet then offers each affected Speaker the choice to continue at the Speaker's own cost or to move to a free plan; (c) Fanflet removes Customer's branding and Sponsor Content from Speaker pages within five business days after the paid period ends; and (d) Speakers keep their own pages and Speaker Content.

4.5 Acceptable use. Customer and its Users will comply with the AUP. Fanflet may update the AUP to address a new form of abuse or a new legal requirement. An update will not materially reduce Customer's rights or paid functionality during the current Subscription Term. If Customer reasonably believes an update does so, Customer may notify Fanflet, and the prior version will apply to Customer until renewal.

5. Healthcare compliance

5.1 Customer's responsibilities. Customer is solely responsible for its own compliance with healthcare laws and industry codes that apply to its activities through the Services, including:

(a) any payment, honorarium, travel, Sponsored Seat, or other transfer of value Customer makes or funds for a Speaker or other healthcare professional, including a fair-market-value assessment and a needs assessment;
(b) reporting those transfers of value under the federal Physician Payments Sunshine Act (Open Payments) and any state transparency law;
(c) the federal Anti-Kickback Statute and similar state laws;
(d) the AdvaMed Code of Ethics, or any other industry code Customer follows;
(e) FDA and FTC rules for advertising and promotion, including on-label claims, fair balance, and endorsement disclosures, for Sponsor Content and for any key opinion leader arrangement Customer funds; and
(f) any accreditation standard for continuing education that applies to an event at which a Speaker presents.

5.2 Fanflet's role. Fanflet provides a technology platform. Fanflet is not a party to Customer's arrangements with Speakers, does not determine the value of any transfer of value, and does not file a transparency report for Customer.

5.3 Reporting data. On Customer's request, Fanflet will provide data it reasonably has on hand that Customer needs for transparency reporting. That export includes each Sponsored Seat's Speaker name, the seat start date, the seat end date, and the per-seat Fee, in a standard export format, within 30 days after the request. Customer is responsible for deciding whether to report that data and how to report it.

5.4 No protected health information. The Services are not designed for protected health information ("PHI") as defined under HIPAA, for patient information, or for other sensitive personal data such as a government identification number, a financial account number, or health data. Customer will not submit that data, and will not configure a survey, form, or contact gate to collect it. Fanflet does not offer a Business Associate Agreement under HIPAA, and no business associate agreement applies.

5.5 No professional advice. Fanflet does not provide medical, clinical, regulatory, or legal advice.

6. Fees, invoicing, and taxes

6.1 Annual fees. Fees are stated as annual amounts in the Order Form and are fixed for the current Subscription Term. Fanflet does not offer monthly billing for the Services.

6.2 Invoicing and payment. Fanflet invoices annual Fees in advance on the Start Date and on each renewal date. Invoices are due 30 days after the invoice date. Customer may pay by ACH, wire, or card, and the amount due is the invoiced amount.

6.3 Purchase orders. If Customer requires a PO, Customer will issue it before the Start Date or the renewal date. A missing or late PO does not delay the due date.

6.4 Add-ons. Customer may add Sponsored Seats, connection packs, or other add-ons during a Subscription Term at the unit prices in the Order Form. Add-ons end on the same date as the Order Form. Fanflet invoices them pro rata by day for the rest of the current term, and they renew with the Order Form. A reduction takes effect only at renewal.

6.5 Disputed invoices. If Customer disputes an invoice in good faith, Customer will notify Fanflet in writing within 30 days after receiving it, explain the reason, and pay the undisputed portion on time. The parties will work in good faith to resolve the dispute within 30 days. Fanflet will not charge interest, and will not suspend the Services, because of an amount Customer disputes in good faith.

6.6 Late payment. Fanflet charges no late fees. If an undisputed amount remains unpaid more than 15 days after Fanflet sends a written reminder, that amount accrues interest from the date of the reminder at the highest rate the law allows. If an account has paid late twice in a 12-month period, Fanflet may require advance payment, or shorter payment terms, on a later order from that account.

6.7 Taxes. Fees exclude sales, use, value-added, and similar taxes, and exclude withholding taxes. Customer pays those taxes, except taxes on Fanflet's net income, property, or employees. Fanflet will itemize a tax it is required to collect. If Customer provides a valid exemption certificate, Fanflet will not charge the tax that certificate covers. If the law requires Customer to withhold tax from a payment, Customer will increase the payment so that Fanflet receives the full invoiced amount after withholding, and will provide the official receipt.

6.8 Refunds. Fees are non-cancelable and non-refundable except where this Agreement expressly provides a refund. The 14-day refund on annual plans in Public Terms Section 11.5 does not apply. Where this Agreement provides a "pro-rata refund," Fanflet will refund the prepaid Fees for the unused part of the Subscription Term, calculated by day, within 30 days after the effective date of termination.

6.9 Renewal pricing. Renewal Fees equal the prior term's Fees unless Fanflet includes a change in its renewal notice under Section 8.3. An increase for the same products, tier, and quantities will not exceed 7% over the prior term's Fees. If the Order Form identifies a first-year introductory discount or a pilot discount, the 7% cap applies to the undiscounted price stated in that Order Form.

6.10 Quotes. Pricing in a proposal or quote is valid until the date the proposal or quote states.

7. Suspension

7.1 Non-payment. Fanflet may suspend the Services for non-payment only if an undisputed invoice is more than 30 days past due and Fanflet has given Customer at least 10 days' written notice that suspension will occur if the amount remains unpaid. Fanflet will not suspend the Services for an amount Customer disputes in good faith under Section 6.5.

7.2 Scope of a payment suspension. A payment suspension may cover dashboard access, new connections, new Sponsored Seats, and data exports. Speaker pages and Sponsored Seats that are already paid for stay live throughout a suspension. Fanflet may hide Customer's branding during the suspension.

7.3 Urgent suspension. Fanflet may suspend access by a specific User, or suspend specific content or features, without advance notice, only to the extent reasonably necessary to stop (a) an active security threat to the Services or to other people, (b) illegal activity, (c) a serious AUP violation, or (d) a use that a court or a government authority requires Fanflet to stop. Fanflet will notify Customer as soon as practicable, explain the reason, and work with Customer to resolve it.

7.4 Restoration. Fanflet will restore access promptly once the cause is resolved, and will not charge a reinstatement fee. Suspension does not extend the Subscription Term and does not excuse payment. If a suspension proves unjustified, Fanflet will credit the Fees for the suspended period.

8. Term, renewal, and termination

8.1 Agreement term. This Agreement starts when the first Order Form is signed and continues while any Order Form is in effect.

8.2 Subscription Term and renewal. Each Order Form starts on its Start Date and runs for 12 months. It then renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the current term ends. Notice of non-renewal by email to the other party's notice address is sufficient.

8.3 Renewal notice. At least 60 days before each renewal date, Fanflet will email Customer's billing and notice contacts a renewal notice that states the renewal date, the non-renewal deadline, and the renewal Fees. If Fanflet sends that notice late, Customer may give notice of non-renewal up to 30 days after receiving it. If Fanflet does not send it, renewal Fees stay unchanged.

8.4 No termination for convenience. Neither party may terminate an Order Form for convenience during a Subscription Term.

8.5 Termination for cause. Either party may terminate an Order Form, or this Agreement, by written notice if the other party (a) materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice that describes it, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy proceeding that is not dismissed within 60 days.

8.6 Other termination rights for Customer. Customer may also terminate the affected Order Form by written notice, and receive a pro-rata refund, (a) under Section 3.4 (a reduction in core functionality), Section 13.3 (warranty), Section 14.1(c) (infringement), Section 19.3 (force majeure), Section 19.2 (assignment to a competitor), or Schedule 1, Section 4 (repeated misses of the availability target), or (b) under the subprocessor objection process in the DPA.

8.7 Money on termination. If Customer terminates for Fanflet's uncured breach, or under Section 8.6, Fanflet will give Customer a pro-rata refund. If Fanflet terminates for Customer's uncured breach, Customer will pay Fees incurred through the effective date of termination. Prepaid Fees are not refunded.

8.8 Data export and deletion. For 30 days after an Order Form ends, Customer may export its Customer Data, including reports and Opt-In Contact Data, through the dashboard. Fanflet will also provide a CSV export on request, at no charge. Fanflet will then delete Customer Data from its active systems within 30 days. Customer Data that remains in backups is deleted as those backups expire under Fanflet's retention schedule. Fanflet may keep Aggregate Data, billing records, and records the law requires Fanflet to keep. Those retained records stay subject to Section 10. On request, Fanflet will provide a written certificate of deletion.

8.9 Survival. Sections 1, 2, 4.4, 5, 6 (for amounts owed), 8.7 through 8.9, 9.4, 10, 11.1, 11.3, 12, 13.6, 14, 15, 18, and 19 survive the end of this Agreement, together with any other term that by its nature should survive.

9. Data

9.1 Customer owns Customer Data. As between the parties, Customer owns Customer Data. Fanflet acquires no ownership of it.

9.2 Fanflet's license. Customer grants Fanflet a non-exclusive, worldwide, royalty-free license, during the Subscription Term and the export period in Section 8.8, to host, copy, display, and process Customer Data only as needed to provide, secure, and support the Services for Customer, to prevent fraud and abuse, and to meet a legal requirement. This license includes displaying Sponsor Content, and Customer's names and logos, on Speaker pages as Customer configures them.

9.3 Opt-In Contact Data. Fanflet delivers Opt-In Contact Data to Customer only when the Audience Member has affirmatively chosen to share it with Customer. Once Fanflet delivers it, Customer receives it as an independent controller of that data (or the equivalent role under applicable law) and is solely responsible for its own later use of it. That responsibility includes providing Customer's own privacy notice, using the data only in a way that matches the consent given, complying with CAN-SPAM, the TCPA, and state privacy laws, and honoring opt-outs. Fanflet keeps a record of each consent, including the time, the page, and the consent text version, and will provide that record on request. Section 15 of the DPA sets out the details.

9.4 Usage Data, Aggregate Data, and Platform Insights. Fanflet may use Usage Data to operate, secure, support, and improve the Services. Fanflet may create Aggregate Data and Platform Insights and use them for those purposes, and to publish benchmarks and industry research, only if: (a) the result does not identify Customer, its products, any User, any Speaker, or any individual, and cannot reasonably be linked back to any of them; (b) every metric combines data from at least five accounts, consistent with Fanflet's published minimum-group threshold; and (c) Fanflet does not disclose Customer-specific performance to any other customer, including through a benchmark that is filtered narrowly enough to reveal it. Aggregate Data and Platform Insights do not include Customer Data in identifiable form.

9.5 No training on Customer Data. Fanflet will not use Customer Data, including Sponsor Content and Opt-In Contact Data, to train, fine-tune, or evaluate a machine-learning model, whether or not the model is generative. Each provider's terms are linked from fanflet.com/legal/subprocessors.

9.6 No sale. Fanflet will not sell Customer Data, and will not share it for cross-context behavioral advertising, as the California Consumer Privacy Act defines those terms.

9.7 Data protection and security. Each party will comply with the data protection laws that apply to it. Where Fanflet processes personal data on Customer's behalf, the DPA applies. Fanflet will maintain the security measures in Annex 2 of the DPA. Fanflet will notify Customer of a Security Incident affecting Customer Data without undue delay and no later than 72 hours after Fanflet confirms it, as the DPA describes.

9.8 Customer's data duties. Customer is responsible for having the rights and consents needed for any personal data it provides to Fanflet, and for the accuracy of Customer Data.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information that one party ("Discloser") shares with the other ("Recipient") and that is marked confidential, or that a reasonable person would understand to be confidential. It includes the terms and pricing of this Agreement and of each Order Form, Customer's unreleased campaign materials and key opinion leader plans, Fanflet's non-public product plans, roadmap, and security information, and Customer Data. Customer Data is Customer's Confidential Information whether or not it is marked.

10.2 Exclusions. Confidential Information does not include information the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) the Recipient already knew without a duty of confidentiality, (c) the Recipient developed independently without using the Discloser's information, or (d) the Recipient received from a third party who had no duty of confidentiality. Sponsor Content becomes public, and stops being confidential, once it is published on a fanflet page at Customer's direction.

10.3 Duties. The Recipient will (a) use Confidential Information only to perform or enforce this Agreement, (b) protect it with at least the care it uses for its own similar information, and never with less than reasonable care, and (c) share it only with employees, contractors, and professional advisors of the Recipient or its Affiliates who need it for this Agreement and who are bound by confidentiality duties at least as protective. The Recipient is responsible for their compliance.

10.4 Compelled disclosure. If a law or legal process requires the Recipient to disclose Confidential Information, the Recipient will give the Discloser prompt notice where that notice is lawful, will reasonably cooperate at the Discloser's cost with an effort to limit the disclosure, and will disclose only what is required.

10.5 Duration and return. These duties last for the term of this Agreement plus three years. For a trade secret, they last for as long as the information remains a trade secret. After this Agreement ends, and on request, the Recipient will delete or return the Discloser's Confidential Information, except copies kept under a legal retention duty or in a routine backup. Those copies remain confidential until they are deleted. Customer Data is handled under Section 8.8.

10.6 Equitable relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Discloser may seek an injunction or other equitable relief in addition to other remedies.

11. Intellectual property, feedback, and publicity

11.1 Fanflet IP. Fanflet and its licensors own the Services, the Documentation, Usage Data, Aggregate Data, Platform Insights, and all improvements to them. Fanflet reserves all rights it does not expressly grant. Neither party assigns intellectual property to the other under this Agreement.

11.2 Customer marks. Customer grants Fanflet a limited, non-exclusive license during the Subscription Term to display Customer's names and logos, as Customer supplies them and in line with Customer's reasonable brand guidelines, on Speaker pages Customer sponsors and in Customer's dashboard. This license is part of delivering the Services. It is not a right to use those marks in Fanflet's own marketing.

11.3 Feedback. If Customer or its Users give Fanflet a suggestion or other feedback, Fanflet may use it without payment or attribution, under a perpetual, irrevocable, royalty-free license. Feedback does not include Customer Data or Customer's other Confidential Information. Fanflet will not identify Customer as the source of feedback without Customer's consent. Feedback is provided "as is."

11.4 Publicity. Neither party will use the other's name or logo in marketing, on a customer list, on a website, in a case study, in a quote, or in a press release without the other party's prior written consent. Email consent is sufficient, and the use must follow the owner's brand guidelines. Customer may grant consent on the Order Form or later. Customer or Fanflet may revoke consent at any time by written notice. Fanflet will remove Customer's name and logo from its digital materials within 30 days after revocation, and will not reprint printed materials that already include them. This section does not restrict display under Section 11.2, and it does not restrict a disclosure the law requires, including a disclosure in a transparency report.

12. AI-generated insights

Some analytics, scores, summaries, and recommendations in the Services may be generated with a statistical model or with AI ("AI Insights"). AI Insights are estimates for informational purposes only. They may be incomplete or inaccurate, and Fanflet may provide a similar output to another customer. Customer is responsible for reviewing an AI Insight before relying on it, and for any decision Customer makes using it. AI Insights are not medical, regulatory, or legal advice, and they are excluded from Section 14.1. Fanflet's commitment in Section 9.5 applies to every AI feature.

13. Warranties and disclaimers

13.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that it will comply with the laws that apply to its performance under this Agreement.

13.2 Performance warranty. Fanflet warrants that during the Subscription Term (a) the Services will perform materially as the Order Form and the Documentation describe, (b) Fanflet will provide the Services in a professional manner consistent with generally accepted industry standards, and (c) Fanflet will use industry-standard measures designed to keep viruses and other malicious code out of the Services.

13.3 Remedy. If Customer notifies Fanflet in writing of a breach of Section 13.2, Fanflet will use commercially reasonable efforts to correct it within 30 days. If Fanflet does not correct it within that time, Customer may terminate the affected Order Form by written notice within 30 days after the cure period ends, and receive a pro-rata refund. This section is Customer's sole remedy for a breach of Section 13.2.

13.4 Exclusions. Section 13.2 does not cover a problem caused by a beta feature, by Sponsor Content, by Speaker Content, by Customer's systems or networks, by use that breaches this Agreement, or by an event under Section 19.3.

13.5 Results not guaranteed. Fanflet does not guarantee a level of attendance, page views, clicks, connections, Opt-In Contact Data volume, engagement, or business results. Analytics are measured estimates. Ad blockers, privacy settings, consent choices, bot filtering, and network conditions affect counts, so a reported number may not reflect every interaction.

13.6 Disclaimers. Except for the express warranties in this Agreement, the Services are provided "as is." Each party disclaims every other warranty, express or implied, including a warranty of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent the law allows. Customer's purchase is not contingent on delivery of a future feature or functionality, and it does not depend on an oral or written statement about Fanflet's roadmap. A statement in a proposal, a demonstration, or a sales conversation is not a warranty unless the Order Form includes it.

14. Indemnities

14.1 By Fanflet. (a) Fanflet will defend Customer and its Affiliates, and their officers and employees, against a third-party claim alleging that the Services, as Fanflet provides them and as Customer uses them under this Agreement, infringe a United States patent or a copyright, or misappropriate a trade secret. Fanflet will pay the damages and costs finally awarded, and any settlement Fanflet approves. Fanflet's obligations under this Section 14.1, including the duty to defend and to pay, sit under the super-cap in Section 15.3. They are not uncapped. (b) Fanflet has no obligation for a claim that arises from Customer Data, Sponsor Content, Speaker Content, AI Insights, beta features, a combination with an item Fanflet did not provide, a modification Fanflet did not make, Customer's specifications, or use after Fanflet has told Customer to stop because of a claim. (c) If the Services are, or Fanflet believes they may become, the subject of such a claim, Fanflet may, at its option, obtain a right for Customer to keep using them, modify them so that they do not infringe and without a material loss of functionality, or, if neither option is commercially reasonable, terminate the affected Order Form and give Customer a pro-rata refund.

14.2 By Customer. Customer will defend Fanflet and its Affiliates, and their officers and employees, against a third-party claim, including a claim or proceeding by a government authority, arising from (a) Sponsor Content, including a claim of false or misleading advertising, off-label promotion, or infringement, (b) Customer's use of Opt-In Contact Data, (c) Customer's arrangements with Speakers or other healthcare professionals, a transfer of value to them, or a failure to meet Section 5, or (d) Customer's violation of law or of the AUP. Customer will pay the damages, fines, penalties, and costs finally awarded, and any settlement Customer approves, to the extent the law allows.

14.3 Process. The party seeking a defense will (a) notify the defending party promptly in writing (a delay relieves the defending party only to the extent the delay prejudices it), (b) give the defending party sole control of the defense and of any settlement, and (c) provide reasonable cooperation at the defending party's cost. The defended party may participate with its own counsel at its own cost. The defending party will not settle a claim in a way that admits fault by the defended party, or that imposes an obligation on the defended party, without that party's written consent, and that party will not unreasonably withhold consent.

14.4 Exclusive remedy. This Section 14 states each party's sole liability, and the other party's exclusive remedy, for a third-party claim of intellectual property infringement. Fanflet's payment obligation under Section 14.1 sits under the super-cap in Section 15.3.

15. Limitation of liability

15.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost goodwill, arising out of this Agreement, even if advised that such damages are possible. Reasonable, documented costs of a legally required breach notification are direct damages and count toward the super-cap in Section 15.3.

15.2 General cap. Except as Section 15.3 and Section 15.4 provide, each party's total liability arising out of this Agreement will not exceed the Fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the liability.

15.3 Data super-cap. For Fanflet's breach of its security, data-protection, or DPA obligations, and for a confidentiality breach involving Customer Data, Fanflet's total liability for those claims will not exceed two times the Fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the liability. This cap applies instead of the general cap in Section 15.2. It is not in addition to that cap. An amount paid under this super-cap also counts toward the general cap in Section 15.2. Fanflet's total liability for all claims combined will not exceed two times the Fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the liability. Fanflet's indemnity under Section 14.1 sits under this super-cap. It is not uncapped. Reasonable, documented costs of a legally required breach notification are direct damages within this cap.

15.4 What the caps do not limit. Sections 15.2 and 15.3 do not limit (a) Customer's obligation to pay Fees, (b) Customer's indemnity under Section 14.2, (c) Customer's breach of Section 3.3 or misuse of Opt-In Contact Data, (d) either party's fraud or willful misconduct, or (e) a liability the law does not allow a contract to limit.

15.5 Time limit for claims. A party must bring a claim arising out of this Agreement within two years after the party knew, or reasonably should have known, of the claim. This limit does not apply to a claim for unpaid Fees.

15.6 Scope. These limits apply however the liability arises, whether in contract, tort, or otherwise. They protect each party's Affiliates, officers, employees, and subcontractors. The parties agree that these limits reflect a reasonable allocation of risk and are part of the basis of the bargain.

16. Insurance

During the term of this Agreement, Fanflet will maintain, with reputable insurers, commercial general liability insurance and technology errors and omissions insurance that includes cyber liability. Fanflet will provide a certificate of insurance on request.

17. Compliance

17.1 Sanctions and export. Each party represents that it is not, and that no person who owns or controls it is, on a U.S. sanctions list or a U.S. restricted-party list. Customer will not permit access to the Services from a country or region under a comprehensive U.S. embargo, or by a sanctioned person, and will comply with the U.S. export laws that apply to its use of the Services.

17.2 Anti-bribery. Neither party will offer, pay, request, or accept a bribe, a kickback, or another improper payment in connection with this Agreement. Each party will comply with the U.S. Foreign Corrupt Practices Act and with the other anti-corruption laws that apply to it, and will notify the other party promptly if it learns of a violation connected to this Agreement.

17.3 Customer policies. Fanflet will consider in good faith a reasonable supplier-conduct requirement that Customer shares. Such a requirement binds Fanflet only if the parties sign it as an amendment.

18. Governing law and disputes

18.1 Governing law. North Carolina law governs this Agreement, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Escalation. Before starting a lawsuit, a party will give the other written notice of the dispute, and a senior representative of each party will try in good faith to resolve it for 30 days. This section does not prevent a party from seeking an injunction at any time to protect its intellectual property or Confidential Information, or to stop misuse of the Services.

18.3 Courts. The state courts located in Wake County, North Carolina, and the United States District Court for the Eastern District of North Carolina, have exclusive jurisdiction over a dispute arising out of this Agreement. Each party consents to that jurisdiction. Arbitration does not apply. The arbitration terms and the class-action waiver in the Public Terms do not apply. Nothing in this Agreement waives a right to trial by jury.

18.4 Public customers. If Customer is a government entity or a public institution, the law of its home state applies to the extent that law requires.

19. General

19.1 Notices. (a) A routine notice, including a renewal notice, a policy update, a subprocessor change, or a billing matter, may be sent by email to the contacts on the Order Form, or by an in-app notice for an operational matter. (b) A legal notice, meaning a notice of breach, termination, an indemnified claim, or a dispute, must be sent by email and by nationally recognized courier or certified mail, to the addresses below or to the addresses on the Order Form. A legal notice is effective on the earlier of receipt by courier or mail, or the next business day after the email is sent, if the email does not bounce and the courier or mail copy is sent the same day. A notice of non-renewal may be sent by email alone under Section 8.2. (c) Legal notices go to Fanflet, LLC, PO Box 381, Holly Springs, NC 27540, with an email copy to legal@fanflet.com. The same mailing address receives other notices. Email for administrative, billing, and support notices is hello@fanflet.com. Email for a privacy notice, a subprocessor objection, or a subprocessor alert subscription is privacy@fanflet.com. Service of process is made on Fanflet's registered agent. The registered agent is for service of process only, and is not an address for notices under this section. (d) Each party will keep its notice contacts current.

19.2 Assignment. Neither party may assign this Agreement without the other party's written consent, and that consent will not be unreasonably withheld. Either party may assign this Agreement without consent, on written notice within 30 days, to an Affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of the business or assets to which this Agreement relates, if the assignee agrees in writing to be bound by it. If Fanflet assigns this Agreement to a direct competitor of Customer, Customer may terminate the affected Order Forms within 60 days after notice and receive a pro-rata refund. Any other attempted assignment is void.

19.3 Force majeure. Neither party is liable for a delay or a failure to perform that is caused by an event beyond its reasonable control, such as a natural disaster, war, terrorism, an epidemic, a labor action by a workforce other than its own, government action, or a widespread failure of the internet, of hosting, or of utilities that the party did not cause. This section does not excuse a payment obligation, and it does not excuse a failure to maintain reasonable security, backup, and continuity measures. The affected party will notify the other promptly and will use reasonable efforts to resume performance. If an event prevents a party from performing a material obligation for more than 60 days, either party may terminate the affected Order Form by written notice, and Customer will receive a pro-rata refund.

19.4 Changes to these Terms. Fanflet may publish a new version of these Terms. The version in effect when an Order Form is signed governs that Order Form for its current Subscription Term. A new version applies to an Order Form only from its next renewal, and only if Fanflet provides the new version with the renewal notice under Section 8.3. If Customer does not accept the new version, Customer may give notice of non-renewal under Section 8.2. Fanflet may also make a change the law requires, on at least 30 days' notice. If that change materially reduces Customer's rights, Customer may terminate the affected Order Form and receive a pro-rata refund. Fanflet will keep a dated copy of each version and will provide it on request. The current public text is at fanflet.com/legal/sponsor-terms.

19.5 Entire agreement and amendments. This Agreement is the parties' entire agreement on its subject and replaces all prior proposals and understandings about that subject. An amendment or a waiver must be in writing and signed by both parties. An electronic signature counts. A help-center article and a pricing page are informational. They are not part of this Agreement.

19.6 Relationship. The parties are independent contractors. This Agreement does not create a partnership, a joint venture, employment, or an agency relationship.

19.7 No third-party beneficiaries. This Agreement has no third-party beneficiaries. A Speaker or an Audience Member has no rights under it, except a person Section 14 or Section 15.6 protects.

19.8 Other terms. If a court holds a provision unenforceable, the court will enforce it to the maximum extent permitted, and the rest of this Agreement stays in effect. A failure to enforce a provision is not a waiver. "Including" means "including without limitation." Headings are for convenience only. This Agreement may be signed in counterparts. The English version controls.

Schedule 1. Support and availability

This Schedule 1 is the Support and Availability Policy. It is part of these Terms.

1. Availability target. Fanflet will use commercially reasonable efforts to make public fanflet pages and the Sponsor Studio dashboard available 99.5% of the time in each calendar month ("Availability Target"). The Availability Target is a target, not a guarantee, and service credits do not apply.

2. Exclusions. The Availability Target does not count downtime that results from any of the following: (a) scheduled maintenance announced at least 48 hours in advance and performed outside 8 a.m. to 8 p.m. Eastern Time on a business day, where that timing is practicable; (b) an emergency security fix; (c) an event under Section 19.3 of these Terms; (d) a system, network, or item of content that belongs to Customer or to a Speaker; (e) a suspension under Section 7 of these Terms; or (f) a beta feature.

3. Event dates. Customer may notify Fanflet of a major conference date at least 10 business days in advance. Fanflet will avoid scheduled maintenance during that event where it is practicable to do so.

4. Exit right for repeated misses. If availability falls below the Availability Target in any two consecutive calendar months, or in any three calendar months during a Subscription Term, Customer may terminate the affected Order Form by written notice within 60 days after the last such month and receive a pro-rata refund. On request, Fanflet will report monthly availability as its monitoring tools measure it. This termination right is Customer's sole remedy for missing the Availability Target. It does not limit Customer's rights for a breach of Section 13.2.

5. Support. Support is available by email at hello@fanflet.com, Monday through Friday, 9 a.m. to 5 p.m. Eastern Time, excluding U.S. federal holidays. Customer may name up to two admin contacts. Target first-response times are:

Priority	Example	Target first response
Critical	Public fanflet pages or the Sponsor Studio dashboard are down, or Customer reports a suspected exposure of data	4 business hours
High	A major feature is impaired and no workaround is available	1 business day
Normal	A question, a minor issue, or a request	2 business days

A response sent outside those hours is treated as received at the start of the next business day. A first response means Fanflet has replied that it received the report and is working on it. It is not a promise to finish a fix by a stated time.

6. Status and maintenance notices. Fanflet will email Customer's admin contacts about scheduled maintenance and about a Critical incident, and will send updates until the incident is resolved.

7. Changes. Fanflet may update this Policy, and will not materially reduce the support commitment or the availability commitment during a Subscription Term.