Brand Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUYBYE TECHNOLOGIES INC. (“BUYBYE”) STATING

THE TERMS THAT GOVERN YOUR PARTICIPATION AS A BUYBYE VENDOR. BY INDICATING YOUR

ACCEPTANCE IN THE “I AGREE” FIELD, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT, AND

YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT.

This Brand Agreement is effective as of 2nd June, 2017.

Buybye’s products and services are provided by Buybye Technologies.Inc. This Buybye Brand Agreement

(“Agreement”) is made between Buybye Technologies, Inc. (“Buybye”), a Delaware corporation located at 1216

N. La Cienaga Boulevard, No. B1, West Hollywood, CA 90069, and you, together with any affiliate or business

entity you are representing (collectively the “Brand”).

Buybye owns and operates an exclusive invitation-only social e-commerce platform, consisting of three

interconnecting mobile device applications: Buybye Brand Application (“Brand App”), Buybye Elite Application

(“Elite App”) and Buybye Fan Application (“Buybye Fan”), collectively the “BuyBye Platform”. Through the Buybye

Platform, qualified elite influencers with large online followings (“Influencers”) connect with their followers (“Fans”)

and promote and sell products and services (“Items”). The Brand App allows select Brands to list their Items as

part of a catalogue (“Catalogue”) and Influencers may select, endorse and sell those Items to their social

networks via the Elite App for a commission; Brand App also allows Brand and Influencers to communicate

directly and Brands may engage Influencers to create campaigns for them in return for compensation

(“Services”).

Any Brand that wishes to access the Brand App for use of the Services must accept the terms and conditions of

this Brand Agreement without change. By registering for and using the services you agree to be bound by all

terms and conditions and guidelines of the Buybye Platform and Site (www.buybye.com) that are incorporated by

reference. Buybye reserves the right to change any of the terms and conditions contained in this Brand

Agreement at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on

the Site and within the Brand App. You are responsible for reviewing the notice and any applicable changes.

Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this

app and its services following Buybye’s posting of any changes will constitute your acceptance of such changes.

If you do not agree to any changes to the Brand Agreement then you should not continue to use the Services.

1) Buybye Services. Buybye provides select Influencers and Brands a platform on which to connect and

create targeted campaigns that generate direct sales via an Influencer’s social posts.

(a) Brand Catalogue: Influencers may freely select third party Items from the Brand App Catalogue and

promote and sell on behalf of Brands on and through the Buybye Platform. Buybye is not involved in the

actual transaction and is not the agent of Influencer sellers except for the limited purpose of processing

payments and has no agency authority for any other purpose. As a Brand, you may upload and list

Items on the Brand App of your choice unless it is a prohibited item as defined in the Terms Of Use, this

Brand Agreement or otherwise prohibited by law. It is up to you to accurately list and describe the Item

for sale within the Brand catalogue. Brand acknowledges that by providing it the ability to list Items for

endorsement and sale by Influencers, Buybye acts only as the payment processor for transactions

between Brand and Influencers and Buybye is not responsible for the distribution and/or publishing of

such Items. Buybye has no obligation to Brand or any third party, and undertakes no responsibility to

review details of the sale, the Items listed therein or any other content to determine whether any such

Item, or its content may incur liability to third parties. Notwithstanding anything to the contrary herein, if

Buybye believes in its discretion that any Item, its content or other materials in the listing on Buybye

may create liability for Buybye or harm users of the Buybye Platform, then Brand agrees that Buybye

may take any actions with respect to the content or materials or listing that Buybye believes necessary

to protect itself and third parties from harm.

(b) Paid Posts: Influencers and Brands may communicate and negotiate directly via the Buybye Platform

regarding paid campaigns (“Paid Posts”). Where a Brand accepts an Influencer’s offer to create a Paid

Post, the Brand and Influencer will agree on the fee (“Post Fee”). Buybye is not liable for payment of the

Post Fee to Influencers. The Post Fee agreed to between Influencer and Brand will be charged to

Brand’s connected credit card, with payment processed immediately upon Brand’s approval of

Influencer’s Paid Post. The fee is paid directly into the Influencer’s connected bank account, minus

Buybye’s Merchant Fee. Brand is solely responsible for reviewing and approving all Paid Posts and for

the payment of the applicable Post Fee and Influencers remain responsible for the publishing of any

Paid Post. Buybye is not liable to any party for the content of any Paid Post or for any advertising

statements or promotional claims made by Influencer, or Influencer’s failure to disclose their sponsored

relationship to their Buybye Fans, other users, their social networks, or any other third party.

(c) Brand agrees that they will not attempt to negotiate terms or payment with Buybye Influencers outside of

the Buybye Platform. Without limiting any other rights or remedies available to Buybye, any attempt to

circumvent the Buybye Platform may result in Brand’s removal from the Brand App.

2) Fees and Commissions: There is no fee for registering to the Brand App. The fees owed to Brand for

sales processed via the Buybye Platform are deducted from any final payments owing and transferred

to Brand. We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific

transaction. The fees and payment terms in effect on the date of sale of the relevant Item shall govern

the transaction. Brand should check the fees and terms each time they participate. All fees are deducted

from the final transfer of the funds to the Brand. All fees for use of Buybye are listed as a percentage of

final sale prices unless stated otherwise. For a list of fees, please refer to: www.buybye.com/fees By

utilizing the Buybye portal and its services, Brand authorizes Buybye to deduct any fees from amounts

due.

(a) Sales Commissions: Where an Influencer posts and generates a direct sale of a Catalogue Item within

the Buybye Platform, Influencer receives a flat sales commission (“Sales Commission”), equal to a

percentage of the Brand’s listed sales price. This Sales Commission, along with a Merchant Fee is

deducted automatically from the sale proceeds with the remainder of the sale proceeds going directly to

Brand’s designated bank account. Brand acknowledges that the Sales Commission is a base minimum

commission which is set by Buybye in its absolute discretion. Brand has the option to increase the

commission on any of its listed Items should they so choose, in which case Influencer will receive a

higher commission for the successful sale of that Item.

(b) Merchant Fee: Buybye applies a Merchant Fee to all transactions processed within the Buybye

Platform. Sales within the Buybye Platform are processed immediately following checkout and in

addition to the Sales Commission described in clause 2(a) above, Buybye’s Merchant Fee is deducted

from each sales transaction, with the remainder of the sales proceeds going directly to Brand’s

connected bank account one to five days following processing. It is understood and agreed that transfer

periods vary depending upon bank policies and whether the sale transaction is domestic or

international, and are outside of Buybye’s control. Merchant Fee and payment terms may vary in the

future.

(c) Stripe and Payment Terms: Buybye has partnered with third party payment supplier Stripe Inc.

(“Stripe”) for Buybye users to use as an online payment gateway. All transactions within the Buybye

portal, are processed immediately via Stripe. Revenue owing to Brand from these transactions is paid

via Stripe into Brand’s designated bank account which shall be the account Brand links to his/her Stripe

account at the point of registration. Revenues received shall be net of Buybye’s Merchant Fee. Brand

hereby confirms that the details provided in setting up his/her Stripe account contain accurate bank

account information for the purpose of receiving such payments. Buybye shall not be held responsible

for failed payment transfers resulting from any errors in bank account information provided by Brand.

3) Brand Responsibilities. Brand is solely responsible for creating, managing, editing, reviewing, deleting

and otherwise controlling the content of its Item listings posted within the Brand App catalogue,

including all descriptions of its Items and disclosure and warnings of product materials that are required

to be disclosed by any applicable domestic and international laws, statutes, ordinances and/or

regulations where the Items are offered for sale. Notwithstanding anything contained in the foregoing, if

Brand breaches any terms of this Brand Agreement, Buybye is entitled to suspend or terminate Brand’s

Buybye account and/or any access to information or data related to that account.

4) Influencer Samples and sales. Brand shall, where necessary provide such samples of Items to

Influencers as required by them to adequately and accurately promote Brand’s Items through the

Buybye Platform. Brand is responsible for the fulfilment of all purchase orders of its Items sold by and

through Influencers on its behalf, including packaging and shipping the Items to buyers in a manner that

is timely and consistent with industry standards.

5) License. In connection with the Services, Brand hereby grants Buybye a royalty-free, non-exclusive,

worldwide, perpetual, irrevocable right and license to: use, reproduce, perform, display, distribute,

adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially

exploit in any manner, any and all of the content Brand submits to Buybye and uploads within the

Buybye Platform; to publish and distribute such content for the purpose of Promotional Marketing as

reasonably necessary for Buybye to describe and promote the Brand and Brand Items on the Buybye

Platform; to market the Items to Influencers, Fans and potential Buybye users, including display,

promote and describe Brand Items, and publish and distribute Influencer-created Promotional Marketing

through Influencer Channels and Buybye social media channels. Brand retains all right, title and

interest in any Brand trademarks, copyrights and patents and Buybye will not alter trademarks from the

form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as

the relative proportions of such trademarks remain the same) and will comply with your removal

requests as to specific uses of your trademarks (provided you are unable to do so using standard

functionality made available to you via the Brand App. Brand represents and warrants that Brand owns

or otherwise controls all of the rights to the content Brand submits to Buybye, the Brand App and its

affiliates, and that the use of such materials by Buybye, the Site, Applications and its affiliates will not

infringe upon or violate the rights of any third party.

6) Listing Guidelines

a) Pricing. Brand may list items at whatever price it chooses, however Buybye recommends Brand lists the

Item at the price or below the price Brand offers the Item via any other online sales channel. The Item

price is the amount payable by a buyer, excluding shipping and handling, as it appears when Brand lists

an Item.

b) Order Fulfilment. As stated in clause 3 above, Brand is solely responsible for processing and fulfilling

customer orders generated through the Brand’s listing, and handling any customer inquiries, complaints,

or disputes arising from orders or sales generated through your listing. Brand agrees that Buybye has

no obligation to back-up any data related to Brand’s listing or listings of any Item and Brand should

independently take appropriate steps to maintain such data in accordance with Brand’s needs and

requirements.

c) Returns and Refunds. Brand will be responsible for all returns and refunds. Brand will promptly provide

refunds and adjustments that it is obligated to provide under its applicable return policies, in accordance

with industry standards and as required by law, and in no case later than thirty (30) days after the

obligation arises.

d) Purchase Price. Brand will determine the purchase price for each Item it lists on the Brand App, subject

to Buybye’s standard functionality for listing the purchase price, provided that Brand must abide by any

procedures and guidelines Buybye indicates with respect to pricing.

e) Other Services. Buybye may make certain order fulfilment services, such as payment verification and

processing, available through third party vendors (“Vendor(s)”), which may be pursuant to a separate

agreement between Brand and the applicable Vendor. Brand understands and agree that Buybye is not

responsible for the availability or provision of such services or for such Vendor’s non-performance or

breaches. Buybye does not guarantee the availability, security or delivery of such services or that Brand

will be eligible for any of Vendor’s services.

f) Brand will bear all risk of credit card fraud (i.e. fraudulent purchase arising from the theft and

unauthorized use of a third party’s credit card information) or loss in connection with transactions. We

will not bear the risk of credit card fraud in connection with any of Brand’s products that are not fulfilled

strictly in accordance with the order information and shipping information that we provide you.

g) Disputes. Buybye is not the agent of Brand, Influencer or buyers and will not act as any participant’s

agent in connection with resolving any disputes between participants related to or arising out of any

transaction. Buybye urges participants to cooperate with each other to resolve any disputes.

7) Merchant Registration

In order to participate in the Buybye Platform and to upload Items to the Brand App Catalogue, Brand

must register a Stripe account, create a Buybye profile and connect their Stripe account to their Buybye

profile. Brand must provide true and accurate information when registering and must maintain and

update that information as applicable. Brand will not impersonate any person or use a name he or she is

not legally authorized to use. Such fraudulent conduct is a violation of federal and state laws. Fraudulent

conduct may be reported to law enforcement, and Buybye will cooperate to ensure that violators are

prosecuted. Brand authorizes us to verify its bank account information, credit card information or any

other relevant information (including any updated information).

8) Monitoring Content. Buybye has the right, but not the obligation, to monitor any activity and content

associated with the Buybye Platform and Site and investigate as we deem appropriate. Buybye also

may investigate any reported violation of its policies or complaints and take any action that it deems

appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination

of service, denying access, and/or removal of any materials on the Site or Applications, including

Catalogue listings of Items. Buybye reserves the right and has absolute discretion to remove, screen, or

edit any content that violates these provisions or is otherwise objectionable. Further, Buybye reserves

the right to report any activity that it suspects violates any law or regulation to appropriate law

enforcement officials, regulators, or other third parties. In order to cooperate with governmental

requests, Buybye may access and disclose any information it considers necessary or appropriate,

including but not limited to user contact details, IP addressing and traffic information, usage history, and

posted content.

9) Termination

a) Either party may terminate this Brand Agreement for convenience upon 30 days’ written notice to the

other party. Upon termination for convenience, Buybye shall remove Brand Items from the Catalogue as

well as Brand’s Buybye Profile. Also upon termination, any pending transactions will be cancelled,

including any pending Brand promotion arrangements and pending Paid Post campaigns.

b) Either party may terminate this Brand Agreement for breach fifteen days (15) after giving notice of

breach to the breaching party, provided that such breach remains uncured for that period. Upon

termination for breach, Buybye shall remove Brand’s Items from the Brand App and Buybye Platform

and terminate all Brand promotion arrangements and pending Paid Post campaigns.

10) Suspension of Service. Where Buybye has a reasonable basis to believe that Brand or Brand Items

violate any applicable Law or infringe upon any third party right, Buybye in its sole discretion may,

without notice, suspend or terminate this Brand Agreement, Brand’s access to the Brand App, Site or

Buybye’s Services and may terminate any current sales and Brand promotion arrangements.

11) Rights Upon Termination. In the event of termination for any reason, any rights granted under this Brand

Agreement shall automatically and immediately cease and Brand shall stop using the Brand App, Site

and Services. Termination shall not affect the rights of Buybye to recover from Brand losses, damages,

indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost

or other costs of any kind under this Brand Agreement. The provisions of this Brand Agreement that by

their nature are ongoing, or as explicitly provided, will survive termination or expiration of this Brand

Agreement for any reason.

12) Buybye retains the right to determine the content, appearance, design, functionality and all other

aspects of the Site and the Services (including the right to re-design, modify, remove and alter the

content, appearance, design, functionality, and other aspects of the Site, Buybye Platform, including the

Brand App and any element, aspect, portion or feature thereof, from time to time), and to delay or

suspend listing of, or to refuse to list, or to de-list, or to require Brand not to list, any or all products in

our sole discretion. Buybye may in its sole discretion withhold for investigation, refuse to process,

restrict shipping destinations for, stop and/or cancel any of your transactions. Brand will stop and/or

cancel orders of Brand’s Items if Buybye asks Brand to do so (provided that if Brand has transferred

Items to the applicable carrier or shipper, Brand will use commercially reasonable efforts to stop and/or

cancel delivery by such carrier or shipper). Brand will refund any customer that has been charged for an

order that we stop or cancel.

13) Indemnity. Buybye is not liable to any party for advertising statements or promotional claims made by

Brand or Influencers, or Influencer’s failure to disclose their sponsored relationships. Brand hereby

agrees to indemnify and hold Buybye harmless from and against any liabilities, losses, claims,

demands, costs (including without limitation reasonable attorneys’ fees) and expenses arising in

connection with any breach or alleged breach by Brand of any of its representations and warranties

contained herein.

14) Warranties

1. Brand represents and warrants that:

(i) it has full power and authority to enter into this Agreement; and

(ii) its entrance into and performance of this Agreement does not

violate, conflict with, or result in a material default under any

other contract or agreement to which it is a party, or by which it

is bound;

(iii) it will use data from customers in accordance with the Buybye

privacy policy, located at http://Buybye.com/privacy-policy/

which may be amended from time to time in Buybye’s sole

discretion upon reasonable notice to Vendor.

(iv) the Brand Items shipped to Buybye users shall be of the identical

quality, quantity and color as listed within the catalogue and as

any sample provided to Participants for endorsements;

(v) it shall maintain sufficient inventory of the Items to meet demand

and it shall promptly ship all orders of the Product purchased

through the Buybye Platform in the time frame promised to

customers without special handling instructions;

(vi) the Items shall be free from defects in design, material,

construction and workmanship;

(vii) the Items shall be fit for the particular purpose for which such

Item ordinarily is used;

(viii) the Items present no risk of damage to property or injury, harm

or illness to any person when used for their intended purpose;

(ix) Items do not infringe upon the intellectual property rights of any

third party;

(x) Items do not infringe on any person’s right of privacy or publicity;

and

(xi) Items comply with all other requirements in this Agreement.

(xii) Brand has sufficient approvals, licenses and permission to sell

the Item under Law;

(xiii) Brand owns, or is an authorized licensee of the owner of, all

brands, trademarks, patents, designs, copyrighted images or

other intellectual property depicted on or represented by the

Item;

(xiv) the retail consumer has the right to rely on these warranties and

enforce the same as against Brand.

2. Buybye cannot guarantee:

i) that any Influencer will promote or choose to promote Brand’s Product;

ii) that any Influencer promotion will produce any Brand Product sales result

or

iii) that the Services complies with any Laws.

15) Brand Obligation. By entering this Brand Agreement and by listing Items for Influencers to endorse,

Brand agrees to complete the transactions as described by this Brand Agreement. By not fulfilling these

obligations, Brand’s action or inaction may be legally actionable. Brand covenants that any products,

services, or content published and listed shall not violate Buybye’s Terms of Use as they may be

amended from time to time, or any of the following:

a) Be fraudulent or involve the sale of counterfeit, stolen or infringing items;

b) Violate any law, statute, ordinance or regulation (including those governing privacy, publicity, export

control, consumer protection, intellectual property, gambling, unfair competition, antidiscrimination,

criminal activities or false advertising);

c) Be defamatory, libelous, offensive, unlawfully threatening or harassing, or advocating, promoting or

providing assistance involving violence, significant risk of death or injury, or other unlawful activities;

d) Be obscene or contain adult items, nudity or child pornography;

e) Contain any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming

routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any

system, data or personal information;

f) Be harmful or potentially harmful to Buybye’s Server structure as determined in Buybye’s discretion,

including without limitation overloading the Buybye’s technical infrastructure;

g) Create liability for Buybye and its subcontractors or expose them to undue risk or otherwise engage in

activities that Buybye, in its sole discretion, determines to be harmful to Buybye, its affiliates, operations,

reputation, or goodwill; and

h) Link directly or indirectly to or include descriptions of goods or services that violate any applicable law,

statute, ordinance or regulation, or that violate this Brand Agreement; and

I. Brand agrees not to list or offer for sale, any of the following items on, through or connected with the

Brand App or its Catalogue:

II. Blood, bodily fluids or body parts;

III. Burglary tools;

IV. Counterfeit items;

V. Illegal drugs and drug paraphernalia;

VI. Fireworks, destructive devices and explosives;

VII. Identity documents, government documents, personal financial records or personal information (in any

form, including mailing lists);

VIII. Lottery tickets, sweepstakes entries or slot machines;

IX. Obscene material or child pornography;

X. Offensive material or hate speech;

XI. Police badges or uniforms;

XII. Prescription drugs or devices;

XIII. Chemicals;

XIV. Pets;

XV. Recalled items;

XVI. Prohibited services;

XVII. Stocks or other securities;

XVIII. Stolen property; or

XIX. Any product or service that is illegal or marketed or sold in such a way as to create liability for Buybye

16) Brand further agrees not to list for sale, or distribute any of the following items, except as permitted by,

and in full compliance with, all applicable federal, state, local and other laws:

I. Digital files that you do not own or have all necessary rights or license to store, display, perform, copy

and distribute;

II. Event tickets;

III. Food items;

IV. Tobacco products;

V. Alcoholic products;

VI. Hazardous, restricted or perishable items;

VII. Pesticides;

VIII. Animals, animal products, plants and seeds;

IX. Charitable services or goods and fundraising;

X. Artifacts;

XI. Currency and stamps;

XII. Used items, such as clothing or, bedding and cosmetics;

XIII. Adult items or pornography;

XIV. Content or material that is infringing or otherwise violates the law, including: music; movies; e-books;

games; videos; photographs and software; or

XV. Weapons and other related items, including, without limitation, firearms, firearm parts and magazines,

ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons.

17) Taxes. It is understood and agreed that Brand is solely responsible for the payment of any taxes that

may be due by virtue of his or her participation on the Buybye platform, including (but not limited to)

income and sales taxes. Brand agrees it is Brand’s responsibility to determine whether Seller Taxes

apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax

authority, and that Buybye is not obligated to determine whether Seller Taxes apply and is not

responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.

“Seller Taxes” means any sales, goods and services, use, excise, import, export, value added,

consumption and any and all other taxes and duties assessed, incurred or required to be collected or

paid for any reason in connection with any advertisement, offer or sale of products by you on or through

the Brand App, or otherwise in connection with any action, inaction or omission by you or any of your

respective affiliates, employees, agents, contractors or representatives.

18) Password Security. The Brand App password and pin code may be used only to access or use our

Services, to electronically sign your transactions and review your completed transactions. Brand is

responsible for maintaining the security of the pin code and password and must not disclose the

password to any third party (other than third parties authorized by Brand to use Brand’s account. Brand

is solely responsible for any use of or action taken under Brand’s password. If Brand’s password is

compromised, Brand must change its password or pin code. Buybye will not be liable for breaches of

the password or pin code security.

19) Use of Brand information. The Privacy Policy may be changed by Bubye in the future. Brand should

regularly check the Privacy Policy located at http://Buybye.com/privacy-policy/ for modifications. Buybye

and its affiliates may communicate with Brand regarding its listings, sales, and the Services,

electronically and in other media, and Brand consents to such communications regardless of any

preferences Brand may have indicated on the Site or Applications or by any other means. When Brand

use the Services, some personally identifiable information about Brand, including username, phone

number and email address, may be displayed on the Brand App, or provided by Buybye representatives

and may be viewed by potential buyers and other users.

20) User Confidentiality. Brand will not, and will not cause its affiliates to, directly or indirectly disclose,

convey or use any order or buyer information, Influencer seller information or other data or information

acquired by Brand or its affiliates from Buybye or its affiliates (or otherwise) as a result of this Brand

Agreement, the transactions contemplated hereby or the parties’ performance hereunder, except you

may disclose this information as necessary for you to perform your obligations under this Brand

Agreement, provided that you ensure that every recipient uses the information only for that purpose and

complies with the restrictions applicable and related to that information.

21) DISCLAIMER OF WARRANTY. BUYBYE DOES NOT GUARANTEE THAT THE SERVICES WILL BE

PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT BUYBYE WILL CORRECT ALL

SERVICES ERRORS. BRAND ACKNOWLEDGES THAT BUYBYE DOES NOT CONTROL THE

TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND

THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS

INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. BUYBYE IS NOT

RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING

FROM SUCH PROBLEMS. THE BUYBYE PLATFORM, SITE AND ITS SERVICES ARE PROVIDED

ON AN “AS IS” BASIS. BUYBYE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF

ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT; THAT BRAND WILL SELL ANY MERCHANDISE THROUGH THE SITE OR

APPLICATIONS OR THAT BUYERS WILL PERFORM AS PROMISED;ANY IMPLIED WARRANTY

ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY,

RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF

BUYBYE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BUYBYE DISCLAIMS

ANY AND ALL SUCH WARRANTIES.

22) RELEASE AS TO DISPUTES. BECAUSE BUYBYE IS NOT INVOLVED IN TRANSACTIONS

BETWEEN BRANDS INFLUENCER SELLERS AND BUYERS IF A DISPUTE ARISES BETWEEN ONE

OR MORE PARTIES, BRAND RELEASES BUYBYE (AND ITS REPRESENTATIVES AND AGENTS

AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL)

OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,

DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH

DISPUTES.

23) LIMITATION OF LIABILITY. BUYBYE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND,

INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND

CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS BRAND

AGREEMENT, THE BRAND APP, BUYBYE PLATFORM, SITE OR THE SERVICES, THE INABILITY

TO USE THE SERVICES, OR THOSE RESULTING FROM ANY ITEMS PURCHASED OR OBTAINED

OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

24) Miscellaneous.

a) Entire Agreement: This Agreement, together with our Terms of Use and Privacy Policy, represents the

sole and entire agreement between the Parties hereto with respect to the subject matter hereof, and

supersedes all prior and/or contemporaneous representations, negotiations, promises, understandings

or agreements, whether oral or written, between the parties.

b) Notices. All notices will be sent by e-mail or will be posted on the Site. We will send notices to Brand at

the e-mail address maintained in Buybye’s records for Brand. Brand will monitor his or her e-mail

messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us using

the functionality for contacting Thing Daemon as provided on the Site.

c) Relationship; No Agency. Buybye is not the agent, fiduciary, trustee, or other representative of Brand

and this Brand Agreement shall not be construed as creating an agency, partnership or joint venture or

any other form of association, for tax purposes or otherwise, between the parties; and the parties shall

at all times be and remain Independent contractors. Except as expressly agreed by the parties in

writing, neither party shall have and right or authority, express or implied, to assume or create any

obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind

the other party in any respect whatsoever. Neither party shall have any obligation or duty to the other

party except as expressly and specifically set forth herein. This Brand Agreement shall not be construed

to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or

in respect to this Brand Agreement. This Brand Agreement and all of the representations, warranties,

covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive

benefit of Buybye, Brand, and relying buyers or sellers.

d) Severability. If any provision of this Brand Agreement shall be deemed unlawful, void, or for any reason

unenforceable, then that provision shall be deemed severable from these terms and conditions and shall

not affect the validity and enforceability of any remaining provisions.

e) No Waiver. No failure or delay by either party in exercising any right under this Brand Agreement will

constitute a waiver of that right. Any single or partial exercise of a right or remedy will not preclude

further exercise of any other right or remedy.

f) Assignment. Brand understands and agrees that Buybye may assign this Agreement; however, because

the subject matter hereof is personal to Brand, it may not assign this Agreement to any party without

Buybye’s prior written consent.

g) Governing Law: This Agreement shall be governed by and construed under the laws of the State of

California and the United States without regard to its conflict of laws provisions. The parties hereto

agree to submit to jurisdiction of the California Superior Courts in Los Angeles Country, California.

h) Force Majeure: Neither Party will be in breach hereof by reason of its delay in the performance of or

failure to perform any of its obligations hereunder, if that delay or failure is caused by strikes, acts of

God or the public enemy, riots, or any fault beyond its foreseeable control, without its fault or negligence

(“Force Majeure”). In the event of Force Majeure, the affected party agrees to notify the other Party in

writing of its inability to perform within five (5) days after the occurrence of Force Majeure. The

occurrence of a Force Majeure shall suspend, not terminate, the obligations of the Party to perform,

which is affected by the Force Majeure.

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