Brand Partnership and Platform License AgreementBrand Partnership and Platform License Agreement

Somewhere Somehow Inc. (d/b/a swsh)

Brand Partnership and Platform License Agreement

Last Updated: October 09, 2025

PLEASE READ THIS BRAND PARTNERSHIP AND PLATFORM LICENSE AGREEMENT (“BRAND PARTNERSHIP AGREEMENT”) CAREFULLY BEFORE USING THE PLATFORM SERVICE AND/OR BRAND SERVICES (AS EACH TERM IS DEFINED BELOW) OFFERED BY SOMEWHERE SOMEHOW INC. (d/b/a SWSH) (“COMPANY”).  BY ACCEPTING THIS BRAND PARTNERSHIP AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE OR MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COMPANY WHICH REFERENCE THIS BRAND PARTNERSHIP AGREEMENT (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THIS BRAND PARTNERSHIP AGREEMENT TOGETHER WITH ALL ORDER FORMS BETWEEN THE PARTIES AND THE ENTERPRISE TERMS (AS DEFINED BELOW) (COLLECTIVELY, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.  IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA COMPANY’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY COMPANY SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT IS CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

TO THE EXTENT AN ORDER FORM PROVIDES ACCESS TO THE PLATFORM SERVICE (AS DEFINED BELOW) OR CUSTOMER OTHERWISE ACCESSES OR USE THE PLATFORM SERVICE IN CONNECTION WITH THE BRAND PARTNERSHIP AGREEMENT, THE ENTERPRISE TERMS OF USE AVAILABLE AT https://www.joinswsh.com/enterprise-terms (“ENTERPRISE TERMS”) SHALL GOVERN SUCH ACCESS AND/OR USE OF THE PLATFORM SERVICE AND ARE HEREBY INCORPORATED BY REFERENCE. To the extent there is any conflict between the terms and conditions of this Brand Partnership Agreement and the Enterprise Terms WITH RESPECT TO THE PLATFORM SERVICE, the terms and conditions of THE ENTERPRISE TERMS shall control. CAPITALIZED BUT UNDEFINED TERMS IN THIS BRAND PARTNERSHIP AGREEMENT SHALL HAVE THE MEANING GIVEN TO THEM IN THE ENTERPRISE TERMS.

1. Services. Company shall use reasonable commercial efforts to provide: (a) certain brand services as set forth in an applicable Order Form or through the Platform Service pursuant to which Company shall develop and manage a digital photo album (“Photo Album”) on behalf of Customer and in a manner designed to provide Customer with the ability to serve, distribute and analyze the Photo Album (collectively, the “Brand Services”); and (b) access to its digital platform where End Users can interact with the Photo Album (the “Platform Service” and together with the Brand Services, the “Services”) in accordance with and subject to the terms of this Brand Partnership Agreement. Anything resulting from or arising in the course of Company’s performance of the Brand Services shall be deemed “Work Product.” In connection with the Photo Album, Company shall use commercially reasonable efforts to ensure that each photo uploaded to a Photo Album shall not violate the Content Policy Standards set forth at: https://www.joinswsh.com/content-policy. As between the parties, Customer shall otherwise be responsible for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all content published in a Photo Album.

2. Term. Unless earlier terminated in accordance herewith, this Brand Partnership Agreement shall commence on the effective date of the first applicable Order Form (“Order Form Effective Date”) and shall continue until terminated as provided for hereunder (the “Term”). In the event that there are no Order Forms outstanding for a period exceeding ninety (90) consecutive days, then either party may terminate this Brand Partnership Agreement upon written notice to the other party and provided that Customer pays Company all amounts due or accrued as of such termination. Each Order Form shall commence and continue for the period provided for in the Enterprise Terms. In the event of a material breach of this Brand Partnership Agreement by either party, the non-breaching party may terminate this Brand Partnership Agreement (including any outstanding Order Forms) by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. All provisions of this Brand Partnership Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, and limitations of liability.

3. Billing & Compensation. Customer agrees to pay Company for the Brand Services and Platform Service in accordance with the rates set forth in the applicable Order Form or as otherwise indicated within the Platform Service. Unless otherwise set forth in an Order Form or as otherwise indicated within the Platform Service, Company shall submit invoices to Customer on a monthly basis, and Customer shall pay Company’s invoice within thirty (30) days of receipt. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Brand Services (excluding taxes based on Company’s net income). All Fees paid are non-refundable and are not subject to set-off.

4. Retention of Rights to Customer Data and Work Product. For purposes of this Brand Partnership Agreement, “Brand Services Data” shall mean any data, information or other material (including, without limitation, marketing materials and which may include personal data) provided, uploaded, or submitted by or on behalf of Customer to Company, not through access or use of the Platform Service, in the course of Company performing the Brand Services for Customer. To the extent that Brand Services Data includes personal data, such personal data shall be treated as Brand Services Data in accordance with this Brand Partnership Agreement and shall not be deemed End User Data (as defined in the Enterprise Terms) notwithstanding that it may also relate to end users of the Platform Service. Customer shall retain all right, title and interest in and to the Brand Services Data, including all intellectual property rights therein. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide right and license to access and use the Brand Services Data as necessary for Company to provide the Brand Services to Customer. As between the parties, unless otherwise expressly set forth in an Order Form or as otherwise indicated within the Platform Service, Company will own, and shall retain all rights, title, and interest in and to, all intellectual property rights with respect to: (i) the Work Product; (ii) the products or services created by or behalf of Company prior to or independent of this Brand Partnership Agreement, including without limitation the Platform Service; and (iii) any derivatives, enhancements or modifications of Company’s products or services (collectively, “Company Background Intellectual Property”). Subject to the terms and conditions of this Brand Partnership Agreement and any applicable Order Form (including payment of all fees), Company hereby grants Customer a nonexclusive, personal, worldwide license to use the Work Product which is delivered to Customer hereunder solely for Customer’s business purposes in connection with the Brand Services. Notwithstanding anything to the contrary in this Brand Partnership Agreement, Company shall not be prohibited or enjoined at any time by Customer from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the Brand Services. For purposes of this Brand Partnership Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another customer.

5. Branding. Customer grants Company a limited, revocable, non-transferable (except to the extent this Brand Partnership Agreement is transferred in accordance with Section 12), non-exclusive right and license to use and display in any media Customer’s name, logo, trademarks and tradenames: (i) for the purpose of Company performing Brand Services for Customer; and (ii) within lists of customers utilizing Company’s services including, without limitation, Company’s public-facing website and in Company’s other business, marketing and promotional materials. Company grants Customer a limited, revocable, non-transferable, non-exclusive right and license to use and display in any media Company’s name, logo, trademarks and tradenames solely for the purpose of promoting the Photo Album. Upon the other party’s written request, a party shall promptly cease use of the other party’s name, logo, trademarks and tradenames provided that the parties shall cooperate in good faith with respect to this Section 5.

6. Confidentiality. For purposes of this Brand Partnership Agreement, “Confidential Information” shall mean to the extent previously, presently or subsequently disclosed by or for either party (the “Disclosing Party”) to the other party (the “Receiving Party”) all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (b) is rightfully disclosed to the Receiving Party without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form or within the Platform Service is Company’s Confidential Information, and the Brand Services Data is Customer’s Confidential Information. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible pursuant to applicable law, rules and regulations (“Applicable Laws”), the Receiving Party shall promptly notify the Disclosing Party of any disclosure requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s efforts to prevent and/or limit the disclosure.

7. Representations and Warranties. Each party hereby represents and warrants that: (i) it has full authority to enter into and execute this Brand Partnership Agreement; and (ii) it is in compliance with all Applicable Laws related to such party’s performance of its obligations, or exercise of such party’s rights, hereunder. Without limiting the foregoing, Company hereby represents and warrants that: (x) the Brand Services will be performed in a professional and workmanlike manner consistent with commercially reasonable industry standards; and (y) that the Brand Services will substantially conform with the specifications detailed in an applicable Order Form.

8. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Customer as Indemnitor, that its use of Work Product infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any Applicable Laws (excluding Losses which would not have occurred but for the acts or omissions of Company), or (ii) in the case of Company as Indemnitor, that the Brand Services or Work Product, as provided by Company to Customer, infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any Applicable Laws. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing indemnification obligations of Company do not apply with respect to any Work Product or the Brand Services to the extent: (a) not created or provided by Company (including without limitation any Brand Services Data); (b) made in whole or in part in accordance to Customer specifications; (c) modified after delivery by Company; (d) combined with other products, processes or materials not provided by Company (where the alleged Losses arise from or relate to such combination); (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) Customer’s use of the Work Product or Services is not strictly in accordance herewith.

9. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR COVENANTS THAT THE SERVICES OR WORK PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY RESULTS.

10. Limitations on Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S BREACH OF SECTION 6 OF THE ENTERPRISE TERMS, IN NO EVENT SHALL EITHER PARTY NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO COMPANY HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

11. Insurance. During the Term of the Brand Partnership Agreement, Company shall maintain in full force and effect the following insurance coverage: (i) workers’ compensation insurance with aggregate limits of $1,000,000 for accidents and $500,000 for disease; (ii) cybersecurity insurance with an aggregate limit of $5,000,000; (iii) E&O insurance with an aggregate limit of $4,000,000; (iv) media liability insurance with an aggregate limit of $4,000,000; (v) commercial general liability insurance with an aggregate limit of $4,000,000 and $2,000,000 limit on a per occurrence basis; and (vi) business property insurance of $30,000 on a per occurrence basis.

12. General. For all purposes under this Brand Partnership Agreement, each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. Neither party shall have the right to assign this Brand Partnership Agreement to another party; provided, however, that Company may freely assign this Agreement upon a merger, acquisition, reorganization, change of control or sale of all or substantially all its relevant assets or business which relate to this Brand Partnership Agreement. The Brand Partnership Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond the control of such party; provided, however, that failure to make any payments provided for herein shall not be excused for any such cause. This Brand Partnership Agreement and any attachments or hyperlinks hereto incorporated herein or therein (including the Enterprise Terms and all Order Forms) set forth the entire understanding of the parties as to the subject matter thereof and may not be modified except in a writing executed by both parties. In the event of any conflict between the terms of this Brand Partnership Agreement and any Order Form, this Brand Partnership Agreement will govern and control. Any notices in connection with this Brand Partnership Agreement will be in writing and sent by email, first class US mail, confirmed facsimile or major commercial rapid delivery courier service to the address hereunder or such other address as may be properly specified by written notice hereunder. If any provision of this Brand Partnership Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.