Business Licence Agreement

THIS BUSINESS LICENCE AGREEMENT (“Agreement”) is made between Ingenious Partners Ltd trading as Ping Me Happy, a company registered in England & Wales (“Licensor”), and the registered business entity accessing or using the Ping Me Happy platform (“Licensee”). BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, THE LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT, CONFIRMS AUTHORITY TO BIND ITS BUSINESS, AND ACKNOWLEDGES THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT.

For purposes of this Agreement, “Platform” means the Ping Me Happy digital platform, including but not limited to AR Walls of Kindness, templates, graphics, animations, dashboards, analytics, APIs, tools, and all associated software; “Content” means any text, images, animations, video, audio, templates, graphics, or media created, uploaded, or generated via the Platform; “Ping Me Happy IP” means all intellectual property owned or licensed by Licensor, including software, AR frameworks, templates, graphics, designs, animations, and brand assets; “UGC” or “User-Generated Content” means Content submitted by the Licensee or End-Users through the Platform; “End-Users” means individuals, employees, agents, contractors, or other third parties whose Content is submitted via the Licensee’s account.

Licensor grants Licensee a non-exclusive, non-transferable, revocable licence to access and use the Platform, create branded AR Walls of Kindness, and distribute Content solely via the Platform or authorised channels, including light promotional campaigns consistent with the Platform’s CSR and ethical mission. AR Templates and Animations may only be customised and deployed via the Platform and may not be distributed externally. All User-Generated Content (UGC) submitted or uploaded by the Licensee or its End-Users to the Platform, including content displayed on AR Walls, shall be owned exclusively by Licensor, and Licensee grants Licensor a worldwide, royalty-free, sublicensable, perpetual licence to store, display, reproduce, adapt, distribute, and commercially use such content for any purpose related to the Platform, marketing, or business operations. Licensee retains ownership only of its logos, trademarks, and branding assets uploaded to the Platform, which Licensor may display solely within the Platform and for Platform-related promotional purposes. Licensee shall not grant sublicences to any third party without prior written consent. Platform tools, templates, software, and animations may only be accessed through the Platform and may not be copied, reverse-engineered, or used externally.

Licensee may create and manage branded AR Walls of Kindness, share Content solely through the Platform or authorised channels, and run light, ethical promotions aligned with the Platform’s CSR mission. Licensee shall not copy, extract, reverse-engineer, or exploit Platform IP outside authorised use, post illegal, offensive, abusive, or discriminatory content, engage in heavy commercial promotion that undermines the Platform’s CSR mission, misuse personal data or breach GDPR or CCPA/CPRA, or allow unauthorised third-party access to the Platform.

Licensor retains exclusive ownership of all Platform IP. All Content submitted by Licensee or End-Users, excluding Licensee’s logos or branding, becomes the property of Licensor and Licensee grants Licensor a worldwide, royalty-free, sublicensable licence to store, display, reproduce, adapt, distribute, and commercially exploit such Content. Licensee waives any claims to compensation or royalties arising from the use of UGC.

Licensee is solely responsible for all Content posted through its account, including that submitted by End-Users, and must ensure compliance with UK law, CCPA/CPRA, GDPR, Platform CSR and ethical rules, and this Agreement. Licensee shall indemnify and hold harmless Licensor against all claims, damages, losses, or costs arising from End-User Content, brand misuse, intellectual property infringement, harassment, abuse, or data protection violations.

Licensee shall comply with all applicable data protection laws, including UK GDPR and, where applicable, CCPA/CPRA. Licensee shall collect, store, and process personal data only for Platform purposes, obtain explicit consent where required, provide notices to data subjects as mandated by law, allow data subjects to exercise their rights to access, deletion, or opt-out where applicable, ensure all employees, contractors, and End-Users comply, and indemnify Licensor for any breach or non-compliance. Licensor may suspend or terminate Platform access in the event of misuse or failure to comply with applicable obligations.

Fees shall be agreed at registration or per-use. Non-payment may result in suspension or termination of Platform access. All fees exclude VAT or other applicable taxes unless expressly stated. Licensee may purchase Pings or other platform credits through the Platform dashboard in accordance with the prices and payment terms displayed on the Platform. Licensee may gift Pings to End-Users or other parties solely via the Platform. All purchases are non-refundable unless required by law. Licensee remains responsible for all activity associated with its account, including gifted Pings, and indemnifies Licensor against any claims arising from misuse of purchased or gifted Pings. Licensor makes no warranty regarding the availability, delivery, or redemption of Pings, and shall not be liable for any losses arising from technical, operational, or payment-related issues.

The Platform is provided “as-is” without warranty of uninterrupted or error-free operation. Licensor excludes liability for indirect, incidental, special, consequential, or punitive losses. Licensor is not responsible for End-User content, business decisions, campaign outcomes, or reputational impacts.

Licensor shall not be liable for indirect or consequential losses arising from Platform use. Maximum aggregate liability shall not exceed fees paid by Licensee in the 12 months preceding a claim. Licensor is not liable for events beyond its reasonable control, including cyberattacks, outages, strikes, natural disasters, or government actions.

This Agreement continues until terminated by either party. Licensor may terminate immediately for breach, misuse, or non-payment. Upon termination, Licensee must cease Platform use and delete all Platform assets and Content.

This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. Mediation or arbitration may be used at Licensor’s discretion.

By creating an account or using the Platform, Licensee confirms it has read, understood, and agrees to be bound by this Agreement, confirms authority to bind its business, and acknowledges that continued use constitutes acceptance of this Agreement and the full Commercial Business Licence Agreement v1.0.