Company Brand Features Terms and Conditions

SIONIC MOBILE CORPORATION

Brand Features Terms and Conditions

March 31, 2017

Sionic Mobile (the “Company”) owns brands protected by trademarks registered with the U.S. Patent & Trademark Office, including but not limited to: Sionic Mobile®; GeoSense®; ION Loyalty®; ION Rewards®; ION Give®; Shop2Give®; It Pays To Pay With Your Phone®; Mobile Rewards Marketplace®; and ION Commerce Engine®.

If Sionic Mobile approves your request to use any Company trademarks, logos, web pages, screen shots, or other distinctive features (“Company Brand Features), you agree to be bound by the following terms and conditions (the “Agreement”).

You agree to comply with the Guidelines for Third Party Use of Company Brand Features. So long as you do so, and provided that the Company expressly approves your permission request, the Company grants you a non-transferable, non-exclusive, royalty-free limited license to use the Company Brand Features set forth in your corresponding Permission Request Form for the sole purpose and only for the materials set forth therein. Any use of the Company Brand Features must be accompanied by a notice that clearly indicates that the Company Brand Features are trademarks or distinctive brand features of Sionic Mobile Corporation, All Rights Reserved.

The Company reserves the right, in its sole discretion, to terminate or modify your permission to display the Company Brand Features and to take action against any use that does not conform to these terms and conditions, infringes any Company intellectual property or other right, or violates applicable law.

Except as set forth above, nothing herein grants or should be deemed to grant to you any right, title or interest in or to the Company Brand Features. Your use of the Company Brand Features will inure to the benefit of the Company. You agree not to challenge or assist others to challenge the Company Brand Features (except to the extent such restriction is prohibited by applicable law), and you agree not to register or attempt to register any domain names, trademarks, trade names, or other distinctive brand features that are confusingly similar to those of the Company.

The Company Brand Features are provided “as is” and the Company disclaims any warranties either expressed or implied by law regarding the Company Brand Features, including warranties of non-infringement. Furthermore, because you are not being charged for use of the Company Brand Features, in no event shall the Company be liable to you for the subject matter of this Agreement under any theory of liability including for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages arising out of this Agreement or the use of the Company Brand Features. This limitation shall apply even if the Company was or should have been aware or advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy stated herein. Some States do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.

You may not assign your rights or delegate your obligations under this Agreement without the Company’s prior written consent. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. The venue for any dispute or claim arising out of or in connection with this Agreement shall be in Fulton County, Georgia. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. The waiver by the Company of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement, the Guidelines for Third Party Use of Company Brand Features, and the Permission Request Form, constitute the entire agreement between the parties with respect to the subject matter hereof.

Permission Request