Terms of Service

Effective Date: June 1, 2024

These terms of services are entered into by and between you
(“Customer” or “You”) and ATON Fortis LLC (dba EffectZoomAI), a California
corporation (“Company,” “we,” or “us”), collectively referred to as the parties
(“Parties“). The following terms and conditions together with
any documents expressly incorporated by reference (collectively, “Terms of Service”),
govern the relationship between the two parties and your access to the EffectZoomAI
technology, products, and services (collectively the “Services”).

RECITALS

WHEREAS, Company possesses technology and professional
expertise in the field of artificial intelligence and digital marketing; and

WHEREAS, Customer desires to engage Company and Company accepts
the engagement to provide Services for Customer in accordance with the terms
and conditions set forth in these Terms of Service.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, Company and Customer agree as follows:

TERMS OF AGREEMENT

1. DESCRIPTION OF THE SERVICES.

Company shall provide Customer with the Services set forth in
the Order Form. Additional Services may be discussed by the Parties with
additional fees to be agreed to by the Parties hereto in subsequent Order Forms.

The Parties agree that the term of the relationship between the
two Parties shall begin as of execution of the Order Form and shall be
effective for the dates set forth in such Order Form, including any renewal and/or
termination clauses.

2. PAYMENT FOR SERVICES.

Customer shall pay Company consistent with the terms set forth
in the Order Form. Company may elect at its sole discretion to not render the
Services for any given month until payment for such month has been received in
full by Company.

3. CUSTOMER OWNERSHIP RIGHTS.

Customer will own all of its proprietary information, including
any copyrights, logos, marks, patents, trade secrets, customer information, user
data, screens, documentation, technology, digital programming, operating
instructions, design concepts, content, website content, graphics, domain
names, characters, and intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship (collectively
“Customer Proprietary Information”).  Customer
expressly retains full ownership of Customer’s Proprietary Information,
including all associated rights to use such information.

Customer and Company agree that any Customer Proprietary
Information provided by Customer to Company will remain the sole property of Customer.
Company agrees that such Customer Proprietary Information may not be used by Company
for any other purpose except for providing the Services to Customer.

4. COMPANY OWNERSHIP RIGHTS & GRANT OF LICENSE.

Company will own all of its proprietary information, including
any copyrights, logos, marks, patents, trade secrets, customer information, user
data, screens, documentation, technology, digital programming, operating
instructions, design concepts, content, website content, graphics, domain
names, characters, and intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship (collectively
“Company Proprietary Information”).  Company
expressly retains full ownership of Company’s Proprietary Information,
including all associated rights to use such information.

Subject to these Terms, Company hereby grants Customer a
limited, non-exclusive, non-sublicensable, non-assignable license to use any Services
provided by Company for Customer’s own use only. This license does not include:
(i) any resale or commercial use of the Services; (ii) any collection and use
of any product listings, descriptions, or prices; (iii) any derivative use of
the Services; (iv) any downloading or copying of account information for the
benefit of another business, organization, or commercial entity; or (v) any use
of data mining, robots, or similar data gathering and extraction tools. You may
not attempt to discover any source code, modify, publish, adapt, transmit,
participate in the transfer or sale of, exhibit, distribute, display, reverse
engineer, decompile, dissemble, perform, reproduce, create derivative works
from, or in any way exploit any of the Servies, in whole or in part.
Downloading or copying the Services for other than your own use is expressly
prohibited without the prior written permission of Company. You acknowledge
that you do not acquire any ownership rights by accessing, downloading, or
copying any of the Services, nor may you frame or utilize framing techniques to
enclose any trademark, logo, or copyrighted material from the Services or use
any meta tags or any other hidden text utilizing our names or trademarks,
without the express written consent of Company.

5. INDEPENDENT CONTRACTOR STATUS.

Each Party is an independent contractor with respect to its
relationship to the other Party. Neither Party’s employees are, or shall be
deemed, for any purpose to be employees of the other Party. Neither Party shall
be responsible to the other Party, the other Party’s employees, or any
governing body for any payroll taxes related to the performance of the
Services.

6. LIMITATION OF LIABILITY.

Under no circumstances shall Company be liable to Customer or
any third party for indirect, incidental, consequential, special or exemplary
damages arising from the Services herein contemplated or any provision of these
Terms of Service, such as, but not limited to, loss of revenue or anticipated
profit or lost business, costs of delay or failure of delivery, or liabilities
to third parties arising from any source. The maximum aggregate liability of Company
to Customer arising out of or in connection with these Terms of Service shall
not exceed the amount of any fees paid by Customer to Company for the Services
described in any applicable Order Form. For purposes of this section,
“fees” does not include any payments made by Customer to third parties
in connection with the Services provided by Company.

7. INDEMNITY.

Each Party agrees to defend, indemnify, and hold harmless the
other Party and its officers, directors, agents, affiliates, distributors, representatives,
and employees from any and all third-party claims, demands, liabilities, costs
and expenses, including reasonable attorneys’ fees, costs and expenses
resulting from that Party’s material breach of any duty, representation or
warranty under these Terms of Service.

8. NO WARRANTIES AND/OR GUARANTEES.

To the maximum extent permitted by applicable law, all
Services are provided “as is” without warranty or condition of any kind.
Company hereby disclaims all warranties and conditions with regard to the
Services rendered by Company, including all implied warranties or conditions of
merchantability and fitness for a particular purpose. Company does not
guarantee any minimum number of views, clicks, visits, engagements, appointments,
and/or procurement of patients or customers.

9. CONFIDENTIALITY.

Neither Party hereto will at any time or in any manner,
either directly or indirectly, use for the personal benefit of themselves, or
divulge, disclose, or communicate in any manner any information that is
proprietary to the other Party (i.e., trade secrets, know-how and confidential
information). The Parties will protect such information and treat it as
strictly confidential. This provision shall continue to be effective after the
termination of these Terms of Service. Either Party may seek and obtain
injunctive relief against the release or threatened release of such information
in addition to any other legal remedies which may be available to a Party.

10. ASSIGNMENT.

These Terms of Service are not assignable, in whole or in
part, by either Party without the prior written consent of the other Party. Any
attempt to make such assignment shall be void.

11. ATTORNEYS’ FEES.

In any legal action between the Parties concerning these
Terms of Service, the prevailing Party shall be entitled to recover reasonable attorneys’
fees and costs.

12. COMPLETE AGREEMENT & CHANGES TO TERMS OF SERVICE.

With the execution of any terms set forth in an Order Form
executed between the two Parties, these Terms of Service supersede all prior
agreements and understandings between the Parties for performance of the
Services and constitute the complete agreement and understanding between the
Parties.

We may revise and update these Terms of Service from time to
time at our discretion. If we do, we will post a revised version of the Terms
of Service here and update the “Effective Date” above. The updated Effective
Date will be at least 30 days after we post the updated version. To reject the
updated Terms of Service prior to the new Effective Date please (i) 
discontinue use of the Services and (ii) write to us at info@effectzoom.ai with
a request to terminate any and all currently active Order Forms.

13. SEVERABILITY.

If any provision of these Terms of Service is held to be
invalid, illegal or unenforceable, the remaining portions of these Terms of
Service shall remain in full force and effect and construed so as to best
effectuate the original intent and purpose of these Terms of Service.

14. GOVERNING LAW & FORUM.

These Terms of Service shall be construed in accordance with
the laws of the State of Delaware in the United States of America, without
regard to conflict of laws rules. Venue shall be in a court of competent
jurisdiction in the State of Delaware in the United States of America and both
Parties expressly consent to jurisdiction in such courts.

15. HEADINGS & INTERPRETATION.

Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms of Services. You agree that these Terms of Use will not be construed against Company by virtue of having drafted them. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

16. COMMENTS.

If you have questions about the Services, please email us at
info@effectzoom.ai