Terms and Conditions of Use

1.1 Agreement to These Terms

By creating an account, clicking "I Agree," checking the consent checkbox presented at signup, or otherwise accessing or using the Platform, you affirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Data Agreement, and our Payment & No-Refund Policy, each incorporated here by reference. If you do not agree, you may not access or use the Platform.

If you are accepting these Terms on behalf of a company, studio, production, agency, creator business, or other organization ("Organization"), you represent that you have authority to bind that Organization, and "you" refers to both you individually and the Organization.

You represent that you:

• are at least 18 years of age and capable of forming a binding contract;
• are not located in, or a national or resident of, any country subject to a U.S. government embargo or that has been designated a "terrorist-supporting" country, and are not listed on any U.S. government list of prohibited or restricted parties; and
• will use the Platform only for lawful business purposes consistent with your role (e.g., production accounting, contract management, vendor and talent payments, or revenue-generating invoicing and collection).

1.2 Description of the Platform

Wizetrak provides a software-as-a-service platform for contract management, invoicing, and revenue collection, built for any business whose contracts are tied to a connected source of revenue. Wizetrak's primary industry focus today is media and entertainment production and the creator economy. Core functionality includes:

• Contract & Business Operations: deal memos, NDAs, vendor and talent contracts, budget tracking, payment authorization workflows, and W-9/W-8BEN/I-9 collection;
• Invoicing & Revenue Collection: automatic invoice generation, editable line items, approval routing, and delivery to clients, vendors, or engagement counterparties — designed to help businesses collect revenue tied to their contracts; and
• Electronic Signature: creation, routing, execution, hashing (SHA-256), certification, and storage of electronic signatures and signed documents in accordance with the U.S. ESIGN Act and applicable state UETA laws.

Scope Limitation. Wizetrak is not currently designed, marketed, certified, or intended for use in processing protected health information ("PHI"), facilitating insurance prior-authorization, or supporting other regulated health-data workflows. You may not submit PHI or other regulated health data to the Platform. Any future expansion into such use cases will be governed by separate terms, a Business Associate Agreement, and additional compliance safeguards executed at that time.

Not every feature is available to every customer or plan tier. Wizetrak may add, modify, or discontinue features at any time as described in Section 1.7.

1.3 Accounts and Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You must notify us immediately at [email protected] or [email protected] if you suspect unauthorized access. Wizetrak is not liable for any loss arising from your failure to safeguard your credentials, but will not unreasonably deny responsibility for losses directly caused by our own security failures.

You agree to provide accurate registration, billing, and organizational information and to keep it current. Wizetrak may suspend or terminate access if information provided is false, outdated, or unverifiable.

1.4 Acceptable Use

You may not use the Platform to:

• upload, store, or transmit Content that is unlawful, infringing, defamatory, obscene, or that violates the privacy or publicity rights of any third party;
• upload protected health information ("PHI") or other regulated health data, as the Platform is not currently designed or authorized for such use (see Section 1.2);
• reverse-engineer, decompile, scrape, or attempt to extract source code, underlying data structures, or training data from the Platform;
• use the Platform to build a competing product, or to train, fine-tune, or develop artificial intelligence or machine learning models using Wizetrak's Content, data, or outputs without our prior written consent;
• interfere with, disrupt, or attempt unauthorized access to the Platform, other accounts, or our infrastructure;
• transmit viruses, malware, or other harmful code; or
• misrepresent your identity or affiliation with Wizetrak or any customer, vendor, or client.

Violation may result in immediate suspension or termination, without refund, in addition to any other remedies available to Wizetrak.

1.5 Your Content and Data

"Content" means all data, documents, contracts, invoices, budgets, signatures, payment records, and other materials you or your users upload, generate, or store through the Platform.

• Ownership. As between you and Wizetrak, you retain all right, title, and interest in your Content.
• License to Us. You grant Wizetrak a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, and display your Content solely as necessary to provide, maintain, secure, and improve the Platform, and to comply with law.
• De-identified/Aggregate Data. We may create de-identified, aggregated, or statistical data derived from Content and usage of the Platform (containing no information that could reasonably identify you or your Organization) and use that data without restriction to operate, analyze, benchmark, and improve our products.
• Your Responsibility. You are solely responsible for the accuracy, legality, and appropriateness of Content you input, and for obtaining any consents required from third parties (including employees, vendors, and talent) before submitting their information to the Platform.

1.6 Intellectual Property

The WIZETRAK name, logo, and related trademarks are owned by Onoto LLC ("Onoto"), an affiliate and equity holder of Wizetrak Inc., and are licensed to Wizetrak Inc. for use in connection with the Platform. The Platform's software, design, and underlying technology (other than the licensed trademarks) are owned by Wizetrak Inc. and its licensors. All such intellectual property is protected by applicable intellectual property laws. Subject to your compliance with this Agreement, Wizetrak grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during your subscription term. All rights not expressly granted are reserved by Wizetrak and Onoto, as applicable.

1.7 Changes to the Platform and These Terms

We may modify, suspend, or discontinue any part of the Platform, and may update these Terms, at any time. We will provide notice of material changes by posting an updated version on our website, in-app notice, or email at least 14 days before the change takes effect, except where an immediate change is required by law or security necessity. Continued use of the Platform after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate your subscription as described in Section 1.9, without penalty, before the change takes effect.

1.8 No Warranties; Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WIZETRAK DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WIZETRAK DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (C) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

Wizetrak is a software provider and does not provide legal, tax, accounting, or financial advice, and does not guarantee any specific business, financial, or contractual outcome (including deal closure, payment collection, or turnaround time), even where the Platform is used to route or track such requests. You are responsible for verifying all outputs before relying on them.

1.9 Term, Termination, and Effect of Termination

This Agreement remains in effect for as long as you maintain an active account or subscription. Either party may terminate:

• By you: by canceling your subscription through your account settings or written notice, effective at the end of your current billing period (see Part 4).
• By Wizetrak: for any material breach not cured within 15 days of notice, for non-payment, for suspected illegal or unauthorized use, or for convenience with 30 days' notice.

Upon termination: (a) your license to use the Platform ends immediately; (b) you remain responsible for all fees accrued through the effective date of termination; (c) no refunds, credits, or partial-period reimbursements will be issued except as expressly required by law (see Part 4); and (d) we will make your Content available for export for 30 days following termination, after which it may be deleted in accordance with our data retention schedule and any applicable legal obligations.

Sections 1.5 (Content/Data — survives as to obligations accrued), 1.6, 1.8, 1.10, 1.11, 1.12, and all of Parts 2–4 survive termination.

1.10 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WIZETRAK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PLATFORM OR THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WIZETRAK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO WIZETRAK FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to (i) either party's indemnification obligations, (ii) breach of confidentiality, or (iii) liability that cannot be limited under applicable law.

1.11 Indemnification

You agree to indemnify, defend, and hold harmless Wizetrak and its officers, directors, and employees from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your Content; (b) your breach of this Agreement; (c) your violation of applicable law, including failure to obtain required employee or third-party consents; or (d) your negligent or unlawful use of the Platform.

1.12 Dispute Resolution; Governing Law

Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles, notwithstanding Wizetrak's incorporation in Delaware.

Informal Resolution First. Before filing a claim, you agree to contact us at [email protected], [email protected] or [email protected] and attempt in good faith to resolve the dispute informally for at least 30 days.

Binding Arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement will be resolved by binding, individual arbitration under the rules of the American Arbitration Association ("AAA"), rather than in court, except that either party may bring an individual claim in small claims court. YOU AND WIZETRAK EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. Arbitration will take place in Los Angeles County, California, or by videoconference. Each party bears its own attorneys' fees unless the arbitrator finds a claim frivolous.

Injunctive Relief. Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

1.13 General Provisions

• Entire Agreement: This Agreement, together with any signed order form, is the complete agreement between the parties and supersedes prior agreements on the same subject.
• Assignment: You may not assign this Agreement without our prior written consent. Wizetrak may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• No Waiver: Failure to enforce any provision is not a waiver of that provision.
• Notices: Legal notices to Wizetrak should be sent to Evan Saunders [email protected] and [email protected], [email protected], with a copy to Danielle Green, 4853 South Victoria Ave., Los Angeles, CA 90043. Notices to you will be sent to the email address on file.
• Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control.
• Affiliates: Onoto LLC, an affiliate that holds an equity stake in Wizetrak Inc. and owns the WIZETRAK trademark and related intellectual property licensed to Wizetrak Inc. (see Section 1.6), is not a party to this Agreement and assumes no obligations under it.