Terms and Conditions

Revised: June 14, 2023

1. Overview These terms of service (“Terms of Service”) are entered into between you and NoiseMaker (“NoiseMaker,” “we,” or “us”). The Terms of Service govern your access to and use of the NoiseMaker website at https://www.noisemaker.xyz , including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”). By using the Platform, you agree to be bound and abide by these Terms of Service. NoiseMaker may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform. NoiseMaker reserves the right to make changes to the Platform and to these Terms of Service at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of the revised Terms of Service means that you accept and agree to the changes.

2. Restricted Platform Users The NoiseMaker platform is only to be used by non-profit organizations (NPO’s) that are duly and legally registered with the government of the host country and each country of operations and in good standing with the relevant government agencies and watchdog groups.

Use of the NoiseMaker platform is prohibited for:

· for-profit businesses

· government entities

· Individuals who are unaffiliated with or unauthorized by a current NPO client.

· NPO’s who receive funding primarily from government sources.

· Raising funds or collecting donor data for purposes unrelated to the NPO’s stated mission and stated fundraising purposes.

NPO’s that engage in or promote:

· Lobbying / Political Activity

· Armed conflict

· Violence of any form

· Medically harmful procedures

· Environmentally harmful activities

· Activities illegal or considered unethical in country of operations

· Conflicts of interest

· Illegal or unethical fundraising practices

· Other activities that NoiseMaker considers unfair, deceptive, highly controversial, harmful, or predatory towards donors, beneficiaries, competitors, or the public.

· Misuse of NoiseMaker products (including, but not limited to, the examples below)

3. Misuse of NoiseMaker products Use of NoiseMaker products with false, manipulated, inaccurate, or misleading information regarding your identity, NPO entity, the nature of business, and any other information requested by NoiseMaker (you must inform us immediately of any changes to your personal and business information). Use of NoiseMaker products to facilitate transactions on behalf of another undisclosed organization or for products/services that were not disclosed in the client's NoiseMaker account application. Processing donations where not legally authorized. Reimbursement of donations for money-laundering or other illegal purposes. Misrepresenting to your donors or the public information about NoiseMaker products, transaction fees charged, or the rewards system for ambassadors. Sharing cardholder information with another organization or unauthorized person for any reason. Use of NoiseMaker intellectual property without prior written consent from NoiseMaker or it’s parent company (SmartResults Consulting LLC); use of the NoiseMaker name or logo including use of NoiseMaker trade or service marks inconsistent with the NoiseMaker Marks Usage Agreement, or in a manner that otherwise harms NoiseMaker or the NoiseMaker brand; any action that implies an untrue endorsement by or affiliation with NoiseMaker.

4. CANCELATION POLICY: As a courtesy, we freeze all cancelled accounts for FREE for 6 months. Client can return to app.noisemaker.xyz anytime during the 6 month freeze period to pay for the current month and reactivate account . Websites, funnels, and campaigns may still be active unless you paused them prior to cancellation.

After 6 months, all of your data, websites, funnels, NoiseMaker campaigns, workflows and other assets will be permanently deleted. Your organization will still be financially liable for commitments made to your ambassadors (unpaid rewards, etc.)

5. Hold Harmless Users of the NoiseMaker platform and products agree to following hold harmless agreement: This HOLD HARMLESS AGREEMENT (this "Agreement") is made effective on the date of application or activation of user account by and between SmartResults Consulting, LLC d/b/a NoiseMaker (TM) (hereinafter “NoiseMaker"), of 23245 Jenifer Ct., Leonardtown, Maryland 20650 and Users of www.noisemaker.xyz and any NoiseMaker (TM) products (hereinafter, "Users"). SmartResults Consulting, LLC and Users of www.noisemaker.xyz and any NoiseMaker (TM) products are sometimes individually referred to as "Party" and collectively referred to as the "Parties."' WHEREAS, Users will be utilizing the services of NoiseMaker: www.noisemaker.xyz software as a service; and WHEREAS, in exchange for valuable consideration, Users desires to hold harmless NoiseMaker from any claims and/or litigation arising out of Users' use of said services,

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, NoiseMaker and Users hereby agree as follows:

TERMS 1. Hold Harmless. Users shall fully defend, indemnify, and hold harmless NoiseMaker from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Users, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to NoiseMaker for all legal fees, expenses, and costs incurred by it.

2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party.

3. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.

6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the Parties related to such matters.

7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Florida law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Florida law.

8. Applicable Law. This Agreement shall be governed exclusively by the laws of Florida, without regard to conflict of law provisions.

9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Florida. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.

10. Signatures. Activation of a user account constitutes electronic signature between NoiseMaker (by legal representative Stephen P. Bostian, CEO) and Users of www.noisemaker.xyz and any NoiseMaker (TM) products by User, and effective as of the date of client application or account activation, whichever is first.