1. Services

1.1 Customer Identity.

The "Customer" under this Agreement is the individual or legal entity that creates an account to access and use the Services. If an individual registers using a personal email domain, that individual shall be deemed the Customer. If registration or subscription is completed using a corporate or organizational email domain, or otherwise on behalf of a business entity, non-profit, or other organization, then such entity or organization shall be deemed the Customer. By registering on behalf of such an entity or organization, the individual creating the account represents and warrants that they have full right, power, and authority to bind that entity or organization to this Agreement. In the event that an account is created using a corporate domain and the associated company later asserts ownership of that account and/or any associated Virtual Space(s), Sevv may, at its sole discretion, recognize such claim and transfer ownership rights accordingly.

1.2 Authorized Users.

The Customer may permit individuals within its organization or under its control ("Authorized Users") to access and use the Services. The Customer shall be solely responsible for all acts, omissions, and use of the Services by its Authorized Users. The Services are not designed for, and must not be accessed or used by, any individual under the age of eighteen (18). The Customer shall ensure that all Authorized Users meet this age requirement and comply with the terms of this Agreement.

1.3 Customer Content and License.

Authorized Users may submit, upload, post, store, or otherwise make available data, information, files, media, or other content through the Services ("Customer Content"). The Customer remains solely responsible for the management, accuracy, legality, and use of all Customer Content. By submitting Customer Content, the Customer represents and warrants that it possesses all rights, consents, licenses, and authorizations necessary to do so, including any consents from identifiable individuals and licenses from third-party rights holders. The Customer grants to Sevv a worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable, and non-exclusive license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, publicly display, publicly perform, and distribute such Customer Content (including names, images, likenesses, and voices contained therein), solely as required to provide, operate, support, and improve the Services in accordance with this Agreement and Sevv's documentation.

1.4 Responsibility for Customer Content.

As between the Parties, the Customer acknowledges and agrees that it retains sole responsibility and liability for Customer Content and for all outcomes and consequences of making such Customer Content available through the Services. Sevv does not monitor, pre-screen, or actively review Customer Content, and to the fullest extent permitted by applicable law, expressly disclaims all liability arising therefrom. The Customer acknowledges that Sevv acts only as a passive conduit for the storage, hosting, and transmission of Customer Content provided by the Customer or its Authorized Users.

2. Modification of Services

Sevv reserves the right, in its sole discretion, to modify, enhance, update, discontinue, or otherwise alter any aspect of the Services, including without limitation the features, functionality, user interface, or availability thereof, at any time and without prior notice. The Customer acknowledges and agrees that such modifications may materially change the nature or scope of the Services. Except as expressly provided in a separate written agreement executed by Sevv, the Customer's sole and exclusive remedy in the event of any dissatisfaction with a modification, update, or change to the Services is to cease use of the Services.

3. Use of the Platform and Customer Responsibilities

3.1 Customer Access to Services

(a) Account Creation. Access to the Services requires the Customer to (i) create an account with Sevv, (ii) create a virtual environment within the Platform ("Virtual Space"), or (iii) access a Virtual Space previously created by another Customer.

(b) Responsibility for Access. Where a Customer creates a Virtual Space, the Customer shall be solely responsible for ensuring that only Authorized Users are invited to, and permitted to access, such Virtual Space. Sevv reserves the right, in its reasonable discretion, to deny access to any Virtual Space, suspend access, or cancel accounts.

(c) Suspension. Sevv may suspend Customer's access to the Services, in whole or in part, (i) to perform scheduled or emergency maintenance, (ii) due to outages or unavailability of services provided by third-party network or hosting providers, or (iii) in the event of Customer's material breach of this Agreement, including but not limited to failure to pay any amounts due.

3.2 Customer Content and Data

(a) Ownership. As between the Parties, the Customer retains ownership of all data, information, files, or materials uploaded, posted, or otherwise made available through the Services by the Customer or its Authorized Users ("Customer Content"). The Customer shall be solely responsible for all acts and omissions relating to its use of the Services and the Customer Content.

(b) License to Sevv. By submitting Customer Content, the Customer grants Sevv a limited, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, use, process, reproduce, display, and transmit such Customer Content solely as necessary to provide and support the Services.

(c) Sevv Data. The Customer acknowledges and agrees that Sevv may collect and generate data regarding the Customer's and its Authorized Users' usage of the Services, including usage logs and interaction metrics ("Usage Data"), and may derive from Customer Content anonymized and/or aggregated information that does not identify Customer or any individual ("Derivative Data," and together with Usage Data, "Sevv Data"). Sevv Data shall be owned exclusively by Sevv, and Sevv may use such data in perpetuity for any purpose permitted under applicable law.

(d) Privacy and Security. Sevv does not warrant or represent the confidentiality of interactions within a Virtual Space or of Customer Content stored therein. Customer acknowledges that personal information may be collected, used, and disclosed in accordance with Sevv's Privacy Policy. While Sevv implements industry-standard security measures, Customer acknowledges that no system is impenetrable, and that unauthorized third parties may gain access notwithstanding such safeguards. Customer provides personal information at its own risk.

(e) Data Processing. Sevv processes personal data in accordance with applicable data protection laws and in accordance with its Data Processing Addendum ("DPA"). A countersigned version of the DPA may be requested by Customer, provided that its terms are non-negotiable.

3.3 Customer Use of Services

The Customer shall use the Services in compliance with all applicable laws, rules, and regulations, including but not limited to those concerning data protection, privacy, intellectual property, export control, consumer protection, obscenity, and defamation. The Services are not intended for use by individuals under eighteen (18) years of age, and Customer shall not permit minors to access or use the Platform.

3.4 Restrictions on Use

Without limiting the generality of the foregoing, the Customer agrees that it shall not, and shall not permit any third party to:

(a) Technical Restrictions. (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services, except to the extent expressly permitted by applicable law; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, lend, sublicense, distribute, assign, or otherwise transfer rights in the Services; (iv) use the Services for the benefit of an unauthorized third party; (v) remove, obscure, or alter any proprietary notices; or (vi) use the Services to develop a product or service that competes with Sevv.

(b) Content Restrictions. Upload, distribute, or otherwise make available through the Services any material that: (i) infringes any intellectual property or proprietary rights of a third party; (ii) is unlawful, abusive, harassing, defamatory, fraudulent, invasive of privacy, obscene, or otherwise objectionable; (iii) constitutes unauthorized advertising or "spam"; (iv) contains viruses, malware, or harmful code intended to damage, disrupt, or obtain unauthorized access to systems, data, or accounts; or (v) impersonates any person or entity, including Sevv's employees or representatives.

(c) Operational Restrictions. (i) interfere or attempt to interfere with the operation of the Services or any activity conducted thereon; or (ii) bypass, circumvent, or attempt to bypass any access controls, security, or usage restrictions implemented by Sevv.

(d) Sensitive Data. Upload to the Services any categories of sensitive personal data, including but not limited to government identifiers, financial account details, geolocation data, racial or ethnic origin, religious beliefs, genetic or biometric data, health data, or information concerning sex life or sexual orientation.

(e) Privacy Obligations. Where the Customer creates a Virtual Space, the Customer shall ensure that all participants and Authorized Users are informed of the Customer's data collection, use, and disclosure practices, and that all legally required consents and notices are properly obtained and delivered.

4. Term and Termination

4.1 Term.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Section, shall continue in full force and effect for the initial Term. Each Purchase Document shall remain effective for the initial subscription period specified therein (the "Initial Term") and shall automatically renew for successive periods of equal duration (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term.

4.2 Termination for Cause.

Either Party may terminate this Agreement or any Purchase Document upon thirty (30) days' prior written notice if the other Party is in material breach of this Agreement and fails to cure such breach within such thirty (30) day period. Notwithstanding the foregoing, Sevv may suspend or terminate the Agreement, any Purchase Document, or Customer's access to the Services immediately and without notice in the event of (i) non-payment of undisputed amounts when due, or (ii) Customer's breach of its obligations relating to use restrictions, intellectual property, or confidentiality.

4.3 Effect of Termination.

(a) Customer Obligations. Upon termination of the Agreement (or any Purchase Document) for Customer's breach, all unpaid fees for the remainder of the Term shall become immediately due and payable. In all other cases of termination, Customer shall pay all fees accrued up to the effective date of termination.

(b) Cessation of Rights. Upon expiration or termination of the Agreement or any license granted hereunder, all rights of Customer to access or use the Services, the Platform, Sevv Confidential Information, or other proprietary materials (collectively, the "Sevv Materials") shall immediately cease.

(c) Return/Destruction. Customer shall promptly return or destroy all Sevv Materials in its possession, subject to the confidentiality obligations of this Agreement. Customer shall provide Sevv with a written certification, signed by an authorized officer, confirming compliance with this provision. Any continued use of the Services or Sevv Materials after termination shall constitute unauthorized use and infringement of Sevv's proprietary rights.

4.4 Survival.

Provisions of this Agreement which by their nature should reasonably survive expiration or termination shall survive, including without limitation: payment obligations, confidentiality, proprietary rights, disclaimers, limitations of liability, indemnities, and governing law.

4.5 Other Remedies.

Termination shall be without prejudice to any other remedies available to either Party at law or in equity, including the right to seek injunctive relief. Termination shall not relieve Customer of its obligation to pay any amounts accrued or otherwise due and payable under this Agreement.

5. Payment

5.1 Fees, Invoicing, and Payment.

(a) Fees. Customer shall pay to Sevv the fees for the Services as set forth in Sevv's then-current pricing schedules, subscription plan, or other mutually agreed written arrangement (the "Fees").

(b) Invoicing and Payment. Unless otherwise specified in writing by Sevv, Fees shall be invoiced in advance of the applicable subscription period and are due and payable within thirty (30) days of the invoice date. All payments shall be made in the currency specified on the invoice and by the method designated by Sevv.

(c) No Withholding or Set-Off. All payments due hereunder shall be made in full without deduction, set-off, counterclaim, or withholding of any kind, except as required by applicable law. Fees are non-refundable, except as expressly provided in this Agreement.

(d) Customer Delays. If Sevv's performance of its obligations is delayed or prevented due to Customer's failure to provide necessary cooperation, information, personnel, or access ("Customer Delays"), then (i) Sevv shall not be deemed in breach of its obligations, and (ii) any additional work required as a result of Customer Delays shall be charged at Sevv's then-current time and materials rates.

(e) Fee Adjustments. Sevv reserves the right to revise its Fees at the commencement of any renewal subscription term by providing Customer with at least sixty (60) days' prior written notice.

5.2 Taxes.

All Fees are exclusive of any and all applicable taxes, duties, levies, tariffs, or other governmental charges (collectively, "Taxes"). Customer shall be responsible for all Taxes arising from or relating to this Agreement, excluding only Taxes based on Sevv's net income. If Sevv is required to pay or collect Taxes on Customer's behalf, Customer shall reimburse Sevv for such amounts promptly upon demand, unless Customer provides a valid exemption certificate authorized by the appropriate taxing authority.

5.3 Late Payments and Collection.

Any undisputed invoice not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, prorated for partial periods, or the maximum rate permitted by applicable law, whichever is less. Customers shall also reimburse Sevv for all costs and expenses (including reasonable attorneys' fees) incurred in collecting overdue amounts. Sevv reserves the right to suspend, restrict, or terminate access to the Services in the event of any overdue, undisputed payments.

5.4 Return and Deletion of Customer Content

Upon expiration or termination of this Agreement, Sevv shall have the right, but not the obligation, to delete or permanently remove from its systems any Customer Content associated with a Virtual Space or the Virtual Space itself. The Customer may, in accordance with Sevv's Privacy Policy, submit a request for deletion of Customer Content. Notwithstanding the foregoing, Sevv may retain such information as is reasonably necessary (i) to comply with applicable laws and regulations, (ii) to enforce its rights under this Agreement, or (iii) to preserve information that has been made available to other Customers through public posts, shared communications, or similar means.

5.5 Retention of Customer Content

Sevv may retain Customer Content for the following periods and under the following conditions:

(a) Cancellation or Deletion of Virtual Space. Where a Customer cancels, deactivates, or requests deletion of a Virtual Space, Sevv will delete all data associated with such Virtual Space within thirty (30) days of receipt of the request.

(b) Deactivation of Users. Where a Customer deactivates an Authorized User within its Virtual Space, Sevv will disable the user's access but may continue to display or preserve information previously created or submitted by that user, including chats, messages, and other content related to the account.

(c) User Data Deletion Requests. Where an individual user requests deletion of personal data for privacy reasons, Sevv will delete profile information (including name, image, and other personal identifiers) within thirty (30) days of the request. However, Sevv may retain message content or other Customer Content contributed by the user, and such retained content may remain accessible to the Customer.

(d) Inactive Virtual Spaces. Where a Virtual Space becomes inactive due to non-use and absent an express cancellation or deletion request, Sevv will retain the associated data for a period of ninety (90) days, after which Sevv reserves the right to delete such data.

6. Confidentiality

6.1 Definition of Confidential Information.

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by one Party (the "Disclosing Party") to the other Party (the "Recipient"), whether orally, visually, electronically, 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 includes, without limitation, information concerning business and marketing plans, product designs and roadmaps, technical and financial information, personnel data, customer and vendor information, and, in the case of Customer, all Customer Content and data. Confidential Information of Sevv also includes the Services, Platform, Documentation, Sevv Intellectual Property, pricing, and the results of any testing, benchmarking, or analysis of the Services by or on behalf of Customer.

6.2 Exclusions.

Confidential Information shall not include information that the Recipient can demonstrate by competent written evidence:

(a) was lawfully known to the Recipient prior to disclosure by the Disclosing Party without obligation of confidentiality;

(b) becomes publicly available through no wrongful act or omission of the Recipient;

(c) is independently developed by the Recipient without use of, or reference to, the Disclosing Party's Confidential Information; or

(d) is lawfully received from a third party without restriction on disclosure and without breach of an obligation of confidentiality.

6.3 Obligations of Confidentiality.

(a) Non-Disclosure and Non-Use. The Recipient shall not disclose or use the Disclosing Party's Confidential Information except (i) as necessary to perform its obligations or exercise its rights under this Agreement, or (ii) as otherwise expressly permitted in writing by the Disclosing Party.

(b) Standard of Care. The Recipient shall protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

(c) Permitted Disclosures. The Recipient may disclose Confidential Information only to its employees, Affiliates, contractors, and professional advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

(d) Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or valid court order, provided that the Recipient gives prompt written notice to the Disclosing Party (unless legally prohibited) and reasonably cooperates with the Disclosing Party's efforts to seek protective treatment.

6.4 Use of General Knowledge.

Nothing in this Agreement shall be deemed to restrict Sevv from using general ideas, concepts, know-how, processes, techniques, or skills that are retained in the unaided memory of Sevv's personnel as a result of providing the Services, provided that such use does not involve disclosure of the Customer's Confidential Information.