Client Terms and Conditions (”CTAC”)

Please read this Client Terms and Conditions (“CTAC”) carefully before using the FanHero Platform operated by FanHero, LLC, or a FanHero Affiliate (“us”, “we”, “our”, the “Company” or “FanHero”).

You are accessing the Platform because you are either a Client or you have been authorized by our Client to access the Platform on their behalf. The use of “you” or “your” throughout this CTAC refers collectively to the Client and to any person accessing the Platform on behalf of the Client. By accessing the Platform, you represent and warrant to us that you have been authorized by the Client to access the Platform and to edit, delete, post or manage the Account and any Client Content on behalf of the Client. Your access to and use of the Platform is conditioned upon your acceptance of and compliance with the terms and conditions of this CTAC. If you are not a Client or acting on behalf of a Client and you are accessing the Platform, then you have agreed to be bound by the terms and conditions of the End User Licensing Agreement (“EULA”) and you may review the currently effective EULA as posted on the Platform.

By accessing or using the Platform as a Client or on behalf of a Client, you agree to be bound by the terms and conditions of this CTAC. If you disagree with any part of the terms and conditions contained herein then you do not have permission to access the Platform. We reserve the right to modify or amend this CTAC from time to time with or without prior Notice.

Base Contract

You may access and utilize the Platform only under the condition that you a) are a Client as defined herein, or b) you are duly authorized by a Client to act on its or their behalf. The economic terms between you and us are set forth in your Agreement or your Plan, as the case may be. In addition to the terms and conditions set forth in your Agreement or your Plan, the terms and conditions of this CTAC are applicable to and binding upon the contractual relationship between you and FanHero.

If you have an Agreement that establishes terms and conditions specific to your Account, then such terms and conditions of your Agreement will supersede any conflicting terms and conditions of this CTAC. For all other matters covered within this CTAC, the terms and conditions of this CTAC shall supersede your Agreement or your Plan in the event of any conflict or ambiguity. Further, this CTAC is subject to modification and amendment from time to time with or without prior notice. Your continued access to and use of the Platform is your agreement that the most recent version of the CTAC shall take precedence over any earlier version. Any capitalized terms used herein and not defined within the CTAC have the meaning as defined in your Agreement or your Plan.

Purpose

The Platform is hereby being made available to you to enable you to a) establish and maintain an Account with FanHero, b) access and utilize the range of functionality embedded in or made available by the Platform, c) create and launch your Application with one or more Channels, d) post and manage Client Content, and e) gain access to certain End User data.

Selection and Term of Plans

If you have created an Account by initially selecting a Plan offered on our Platform and are not subject to an Agreement, you may upgrade or downgrade your Plan from time to time. Any downgrade will become effective on the first day of the calendar month following your selection. Prior to any Termination Event, your Plan will remain in effect each month as long as all amounts due to the Company have been timely paid in full.

The Company reserves the right to alter or amend the terms of your Plan from time to time. In any such case, you will be provided with Notice.

Invoicing and Settlement Cycle

If you have selected a Plan, you will be asked to enter payment information in order to establish your Account. If your Plan includes a monthly licensing fee, you will be invoiced for the initial pro-rated monthly licensing fee for the month in which you selected your Plan.

Thereafter, all Accounts are invoiced on a monthly basis, with invoices being generated during the first few business days of each calendar month. Your invoice will include a) the monthly licensing fee applicable to your Plan or Agreement for the current month, plus b) any applicable excess usage and transactions fees for the second month preceding the month of invoice generation, plus c) a statement of revenue generated and expenses incurred on your Account for the second month preceding the month of invoice generation. The net amount due to the Company, if any, will be charged to you using the payment methodology you supplied. The net amount due to you, if any, will be credited to you using the payment methodology you supplied. In addition, for your initial invoice, the pro-rated licensing fee applicable to your Plan for the month you opened your Account will be included.

As an example, if you opened a Professional Plan Account on March 20, your initial invoice will be generated at the time your Account is created and include your pro-rated monthly licensing fee for the 11 days remaining in March. Your initial monthly invoice will then be generated on or about April 1 and will include your licensing fee due for April.

To further the example, your invoice generated on or about August 1 will include:

(a) your licensing fee for August;

(b) plus any excess usage or transaction fees generated on your Account during the month of June;

In this scenario, revenue generated on your Account and collected by us will be used to credit your August licensing fee and your net June excess usage or transaction fees and you will be invoiced for any remaining amount due to us or credited with the net amount due to you, if any. We will render payment to you of any net amount due shortly after your invoice/settlement statement is generated.

Upon a Termination Event or downgrade, the amount due or paid for the licensing fee applicable to the month of the Termination Event will not be pro-rated or refunded.

Definitions

Capitalized terms have the meaning ascribed to them a) either in this section or elsewhere within this CTAC, or b) in other related documents as referenced herein.

“Account” means the information that uniquely identifies you as a Client, including all billing information and all Channels you establish on the Platform.