Terms and Conditions

By signing up to the Rumble Cloud Services, you agree to the following Rumble Cloud Services Agreement Terms and Conditions (herein the “Agreement”). You are referred to herein as the “Adopter” and Rumble Cloud USA Inc. is referred to herein as the “Provider”. Capitalized terms not otherwise defined within the body of the Agreement are defined in the section at the end of the Agreement entitled “Definitions”.

1. Provision of Services; Service Level Agreement; Subscriptions

1.1 The Adopter shall have the right to use the Services in accordance with the Acceptable Use Policy set forth in the section below entitled “Obligations of the Adopter and Acceptable Use Policy” and the other terms and conditions of this Agreement.

1.2 The Provider shall endeavor to provide a Service Level Objective (“SLO”) of greater than or equal to 99.9% uptime per month for all Services.

1.3 Service Credits:

• a. Service Credits are calculated based on 200% of lost time at the equivalent hourly rate paid by Adopter for the Services that did not meet the SLO in a billing cycle, as determined by Provider in its sole discretion. The maximum aggregate number of Service Credits issued by Provider to the Adopter for all Downtime Periods in a single billing month will not exceed the amount due by Adopter for the respective Services that did not meet the SLO for the applicable month.

• b. Service Credits may be recovered by the Adopter as a credit against the next invoice which may subsequently be due for issue under this Agreement in accordance with the section below entitled “Charges”.

• c. An Adopter can request a Service Credit by initiating a support ticket by contacting Support (support.cloud@rumble.com). To be eligible, the Service Credit request must be received by the Provider within ten (10) days of the end of the billing cycle when the issue occurred.

• d. Once the ticket is received, the Provider will determine, in its sole discretion, whether an eligible outage has occurred. If the Provider determines that an eligible outage has occurred, then the ticket generated by the Adopter will be used to apply a Service Credit to the Adopter’s account in the billing cycle following the cycle when the Adopter filed the claim.

• e. The payment of Service Credits represents Provider's sole and entire obligation and liability, and Adopter's rights and remedies, for any failure to meet the Service Levels under this Agreement.

1.4 The following SLO exclusions apply, but are not necessarily limited to:

• a. Issues caused by situations outside the control of Provider, such as large-scale internet outages, datacenter outages and natural disasters.

• b. Issues that resulted from Adopter’s software or hardware or third-party software or hardware, or both.

• c. Issues related to service or account restrictions, including but not limited to Adopter’s use of the Services in violation of this Agreement.

• d. Downtime during maintenance windows, user-initiated downtime, or automated upgrades.

1.5 For the avoidance of doubt, it is in the sole discretion of the Provider as to whether an SLO has or has not been met and/or a Service Credit is or is not due to the Adopter.

1.6 Subscriptions. Without limiting anything contained in the section below entitled “Charges”, in any order placed for the Services, or otherwise set forth herein, the following terms apply to Subscriptions:

• a. The Adopter may automatically upgrade its Subscription to a higher tier at any point, which will result in a pro-rata payment being due to the Provider. For the avoidance of doubt, an Adopter may not automatically downgrade a Subscription. Rather, the Adopter must submit an inquiry to the Provider and request any such downgrade.

• b. An Adopter who starts a Subscription mid-month will be pro-rated. In the case of credit card payments, the Adopter’s credit card will be automatically charged for their Subscription. Subscriptions may not be cancelled mid-month. Refunds will not be issued.

• c. To the extent a consumption-based Subscription is purchased, the Adopter will be billed for actual usage, including overages, in the subsequent billing cycle from the date of any such usage.

1.7 Without limiting any rights of the Provider set forth herein or at law, if the Adopter requests that Provider provide Services in Adopter’s own environment, whether that be a production environment, private, public, community or hybrid cloud environment, development environment, and/or any other environment in which the Adopter operates (herein individually or collectively the “Adopter’s Environment”), including managed services that may be provided through a Subcontractor, the Provider shall undertake commercially reasonable efforts to provide such Services; provided, that (i) the Adopter understands and agrees that additional Charges may apply to any such Services; and (ii) the Adopter agrees to indemnify, defend, release and hold harmless Provider and, if applicable, the Subcontractor, from and against any and all claims, liabilities, expenses, or damages incurred by Adopter, Users, or a Third Party to the extent directly or indirectly relating to or resulting from Provider’s providing Services in the Adopter’s Environment.

2. Variation of the Services

Without prejudice to the following section entitled “Obligations of the Adopter and Acceptable Use Policy”, the Provider shall be entitled to change the Services at any time. If such changes will result in or cause, directly or indirectly, a material reduction of the functionalities or characteristics of the Services as originally purchased by the Adopter, the Provider will undertake commercially reasonable efforts to give the Adopter at least three (3) months’ prior notice. Notwithstanding, the Provider shall be entitled at any time, and with or without notice to Adopter, to improve or update the Services in case of: i) improvements or updates necessary to fix defects, bugs, malfunctioning or errors of the Services; and/or ii) to resolve or mitigate security vulnerabilities of the System; and/or iii) the application of any new laws, regulations acts or orders of the authorities.

3. Obligations of the Adopter and Acceptable Use Policy

3.1 The Adopter shall use the Services in accordance with the Acceptable Use Policy (“AUP”) set forth herein. The Provider may update the AUP at any time. This Agreement will be modified to reflect any such updates. It is the Adopter’s responsibility to check this Agreement for updates. The Adopter will be liable for failure to comply with any changes and/or amendments to the AUP.

3.2 The Adopter shall take all reasonable steps to ensure that itself and all the Users observe and fully comply with the terms of the AUP when using the Services.

3.3 Without limiting any other right of the Provider under this Agreement or at law, if the Adopter and/or any User breaches any of the terms and conditions of the AUP, the Provider shall have the right to suspend the Adopter’s and/or User’s access to the Services. Without limiting the foregoing, if the Provider has reasonable evidence of i) possible serious risks to the Provider or its System or Services provoked by the Adopter; or ii) fraudulent or illegal activities of the Adopter and/or a User, the Provider is entitled to a) immediately suspend or terminate the accesses of the Adopter and/or Users involved and b) to remove the relevant Adopter Data. Unless the circumstances would otherwise make it unlawful, impossible, or impracticable to do so, the Provider shall undertake commercially reasonable efforts to give Adopter prior notice of any such suspension or termination.

3.4 For the avoidance of doubt, if the Provider receives a copyright infringement notice in accordance with the Digital Millennium Copyright Act (“DMCA”) in relation to any Adopter Data on the System, the Provider shall take all actions necessary to comply with the DMCA, which may include removal of the allegedly infringing Adopter Data. The Provider shall give the Adopter notice of any DMCA complaints it receives in relation to the Adopter’s Data.

3.5 The Adopter shall co-operate with the Provider to such extent as is reasonably practicable and necessary to enable the Provider to provide the Services.

3.6 The Adopter shall be responsible for maintaining, at its care and expense, an appropriate and periodical back-up of the Adopter Data. The Adopter is also responsible for properly configuring and using the Services and taking appropriate action to secure and protect the Adopter Data and its Services account.

3.7 The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not (a) located in any jurisdiction that is subject to OFAC’s trade and economic sanctions; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”). Additionally, you agree not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any service received from the Provider in contradiction with these laws and regulations.

3.8 While using the Services, the Adopter SHALL NOT:

• Infringe any Third Party’s Intellectual Property Rights;
• Infringe the Provider’s Intellectual Property Rights;
• Breach any applicable law, regulations and order of a government authority;
• Process Third Parties’ Personal Data in any way other than permitted by applicable law;
• Breach any other rights of Third Parties;
• Upload or introduce malicious code, viruses, trojan horses, e-mail bombs, spyware, malware, or other similar software;
• Allow Third Parties to use the Services, except to the extent the Adopter has authorized such use, such Third Parties have adopted this AUP, and the Adopter remains liable to the Provider for any breach of this AUP by the Third Parties;
• Engage in or support in any way unlawful activities;
• Upload illegal content on the System; Misrepresent or obscure the identity of the Adopter’s Users, including any Third Party using the Services;
• Violate any applicable export and re-export control legislation and regulations;
• Upload or introduce encryption software in violation of national or international exporting legislation;
• Use means that can cause a breach of security of the Provider’s equipment;
• Use means that can cause a disruption of the Services;
• Send unsolicited e-mail or communications of any kind;
• Host Open proxies, VPNs or mail relays;
• Host TOR exit nodes;
• Use Cryptography mining;
• Resell the Services to any other party; or
• Upload any content on the System, or otherwise use the Services in a way that Provider, in its sole, unfettered, and arbitrary discretion, determines (i) may compromise the integrity of the System or the Services or (ii) otherwise conflicts with the values and/or mission of the Provider.
• With prior authorization from the Provider, the Adopter may use the Services to:
  • Host a public IRC server;
  • Host VPN as a service;
  • Host a Content Delivery Network (CDN); or
  • Host DoS/DDoS mitigation as a service.

While using the Services, the Adopter SHALL:

• Adopt secure ID and passwords in relation to the access to the System in line with any instructions provided by the Provider;
• Inform the Provider in case of loss of the ID and passwords for accessing the Services immediately upon discovery;
• Inform all Adopter’s Users of the terms and conditions of the AUP;
• Process Personal Data of Third Parties in accordance with the applicable legislation (e.g., if so required under the applicable law, provide full notice to the Data Subjects and obtain their valid consent, notify the Processing of Personal Data with the competent data protection authority, implement any security measures on its side of the Service to ensure full compliance with the legislation, monitor the Services); and
• Obtain the consent of the owners of the Intellectual Property Rights to use their works on or through the Services.

4. Charges

4.1 As consideration for the Services, and all connected performance and obligations of the Provider under this Agreement, the Adopter shall pay the Provider the Charges detailed in the invoice for the Services it orders. For the avoidance of doubt, refunds will not be issued.

4.2 Adopter will pay all Charges in the currency stated in the invoice. The Adopter’s obligation to pay all Charges is non-cancellable except in accordance with this Agreement.

4.3 The Adopter is responsible for the payment of any applicable Sales Tax. All Charges due to the Provider under this Agreement are exclusive of Sales Tax. If the Provider becomes obligated to collect or pay Sales Tax in connection with the Adopter’s purchase of the Services, those Sales Taxes will be invoiced to the Adopter as part of a billing process or collected at the time of purchase.

4.4 If the Adopter fails to make timely payment, without limiting any other rights of the Provider under this Agreement or at law, the Provider shall be entitled to deactivate, terminate, prevent access to, and/or disable the Services for Adopter. Further, if any permitted payment methods (as outlined below) fail, the Services may be shut off until payment is received in full in accordance with the terms hereof.

4.5 The following payment methods are accepted: Visa, Mastercard, American Express, Discover. For additional payment options, including wire transfer, purchase orders, and ACH, please contact Provider. If paying by wire transfer, the Adopter is required to cover any wire service fee associated with making payments to the Provider and any such amounts are in addition to the Charges paid to Provider. If paying by a credit card, when the credit card is added to an account Provider may send a temporary pre-authorization request to the issuing bank. This pre-authorization charge is immediately released by Provider but may take a few days to clear from Adopter’s credit card depending on the bank. The Provider reserves the right to add or remove payment options at any time.

4.6 The Provider's measurement of Adopter's use of the Services is final.

4.7 Any payment disputes must be submitted before the payment due date. If billing inaccuracies are attributable to the Provider, the Provider will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, the Provider will apply the credit memo amount to a disputed invoice and the Adopter will be responsible for paying the resulting net balance due on that invoice. Nothing in this Agreement obligates the Provider to extend credit to any party.

5. Intellectual Property

5.1 The parties acknowledge that all Intellectual Property Rights belonging to a party prior to the execution of this Agreement or created by a party regardless of the execution of this Agreement shall remain vested in that party.

5.2 The Provider shall own, or shall have the legitimate right of disposal, in all Intellectual Property Rights in the Services, the Provider Content, the System and the Documentation and nothing in this Agreement shall operate so as to transfer or assign any such Intellectual Property Rights in the Service, Provider Content, the System and the Documentation to the Adopter or any User. The Provider hereby grants to the Adopter a non-exclusive, worldwide, royalty free, non- transferable and non-sub licensable license to allow the Adopter and the Users to access the System and use the Provider Content as well as any Provider's software which could be required to use the Services, but only during the term of this Agreement with Adopter.

5.3 The Adopter shall own all Intellectual Property Rights in the Adopter Data and its Confidential Information and nothing in this Agreement shall operate so as to transfer or assign any such Intellectual Property Rights in such Adopter Data or Confidential Information to the Provider, save for the following:

• a. The Adopter hereby grants the Provider a non-exclusive, worldwide, royalty free, transferable and sub-licensable license to use the Adopter Data solely and to the extent necessary to provide the Services, to the extent such access is required, without prejudice to the Intellectual Property Rights of the Adopter or any Third Party.

• b. The Adopter grants to the Provider and its affiliates a limited, non-exclusive, non-transferable, worldwide, irrevocable, sub-licensable, royalty-free license to use the Adopter’s name, likeness, company name, company logo, company website URL, and any other identifying information for marketing purposes.

5.4 All Intellectual Property Rights related to Third Party Content installed on the System and used by the Adopter shall remain vested in such Third Party. The Adopter shall not be licensed or transferred with any right on such Third Party Content unless agreed by the Adopter with such Third Party.

5.5 The Adopter may upload in the System Third Party Content only upon prior authorization of such Third Party.

6. Termination

The Provider may terminate this Agreement at any time, for any reason, with or without notice to the Adopter. Adopter may terminate the Services upon notice to the Provider.

7. Consequences of Termination

7.1 The parties acknowledge and agree that upon termination of the Agreement:

• a. To the extent legally permitted to do so, the Provider and its Subcontractors shall definitively destroy copies of, and erase, all Adopter Data stored in the System and all storage media following termination of this Agreement.

• b. At the Provider’s request, the Adopter will return or erase any of the Provider Content, data or software delivered or licensed to the Adopter for the purposes of providing the Services.

• c. The parties may agree on any other possible activities or services connected with the termination of the Agreement upon mutual agreement of the parties on the terms and conditions of such activities, including any costs associated therewith.

• d. The rights, remedies, obligations or liabilities of either party which have accrued up to the date of termination will not be affected. Any provisions of this Agreement which expressly, or by implication, are intended to come into or remain in force on or after termination of this Agreement, shall remain in full force and effect, including without limitation, the sections entitled “Intellectual Property Rights”, “Consequences of Termination”, “Confidentiality Obligations”, “Warranties and Liabilities”, “Indemnification”; “Data Protection”; “Governing Law”; “Disputes and Jurisdiction”; and “Final Provisions”.

8. Confidentiality Obligations

8.1 Confidential Information of the Disclosing Party may be learned, developed or otherwise acquired by Receiving Party.

8.2 The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.

8.3 The restrictions set forth in this section shall not apply to the extent that the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its Group, or any Subcontractor in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party shall ensure that every person to whom disclosure is made pursuant to this section uses such Confidential Information solely for such purposes, and complies with this section to the same extent as if it were a party to this Agreement.

8.4 The Receiving Party will use the Confidential Information of the other Party for the sole purpose of performing or complying with its obligations under this Agreement.

8.5 The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.

8.6 The obligations set forth in this section shall remain in place for the period of six (6) years from the termination of this Agreement. With reference to any Confidential Information expressly identified as a trade secret, the confidentiality obligations shall extend indefinitely until a time when such information ceases to be a trade secret.

9. Warranties and Liability

9.1 PROVIDER MAKES NO WARRANTIES AND HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OF TRADE.

9.2 Without limiting the foregoing, the Provider and its licensors do not warrant that (a) the Services will meet Adopter’s needs or requirements, (b) access to or the operation of the Services will be uninterrupted or error-free, (c) the Services will be always available or available at any particular time, or (d) defects in the Services will be corrected.

9.3 The Adopter represents and warrants that:

• a. It owns or has obtained valid licenses of all Intellectual Property Rights in relation to the Adopter Data uploaded on the System including but not limited to all video content and software of any Third Party installed, uploaded or developed on the System;

• b. It has the full capacity and authority and all necessary licenses, permits and consents from Third Parties to enable it to enter into this Agreement and perform all of the Adopter’s obligations hereunder; and

• c. This Agreement is executed by a duly authorized representative of the Adopter.

9.4 The maximum aggregate liability of Provider arising under or in connection with this Agreement (whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise) shall be limited to the amount actually paid by the Adopter to the Provider during the most recent twelve (12) month period immediately prior to the event or circumstances giving rise to such liability.

9.5 IN NO EVENT SHALL PROVIDER, ITS SUPPLIERS AND ITS SUBCONTRACTORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, LOST OR DAMAGED DATA, INTERRUPTION OF BUSINESS, LOST OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF REPUTATION WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF PROVIDER, ITS SUPPLIERS OR ITS SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF ANY PROVIDER PRODUCTS AND/OR PROVIDER SERVICES PURCHASED (INCLUDING WITHOUT LIMITATION THE SERVICES), OR THE FAILURE OF SUCH PRODUCTS OR THE SERVICES TO PERFORM, OR FOR ANY OTHER REASON, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY.

10. Indemnification

The Adopter shall defend, indemnify and hold harmless the Provider and the Provider’s assignees, directors, partners, officers, employees and agents on demand from and against any and all losses, claims, damages, costs, expenses (including without limitation legal fees) and liabilities which the Provider may sustain or incur or which may brought or established against it by any Third Party to the extent arising out of (i) Adopter’s use of the Services; (ii) Adopter’s breach of the Agreement, including the AUP; or (iii) Adopter’s willful misconduct, recklessness, gross negligence, or breach of appliable law.

11. Suspension of Services

Without limiting any other right of the Provider under this Agreement or at law, the Provider may suspend the provision of the Services in circumstances where it is necessary for the Provider to update or maintain the System. The Provider shall undertake commercially reasonable efforts to notify the Adopter in advance of any such suspension and to inform the Adopter of the timing, the duration, and the reasons for the proposed suspension. The Provider shall use commercially reasonable efforts to perform System updates and maintenance during periods of low traffic and usage.

12. Subcontracting

The Provider may subcontract any or all of the Services under this Agreement to Subcontractors. Notwithstanding, the Provider shall remain the Adopter’s sole point of contact regarding the Services, including with respect to payment of the Charges, unless otherwise notified by the Provider to the contrary.

13. Data Protection

13.1 The parties are responsible for applicable data protection law compliance as it relates to their performance of this Agreement. Without limiting the foregoing, the Adopter must comply with all applicable Data Protection Laws and Regulations, especially, but not limited to, requirements to ensure that the Processing of Personal Data complies with applicable legislation in relation to the nature of the Personal Data and formal requirements with the local data protection authorities in relation to the transfer of Personal Data.

13.2 The Adopter shall remain liable for the damage which a Data Subject may suffer as a result of the Processing of Personal Data which is under its control and is not resulting from a breach by the Provider of its obligations hereunder.

13.3 The Adopter further acknowledges that the Provider is reliant on the Adopter for lawful direction and instructions as to the extent to which the Provider is entitled to process any Adopter Personal Data and, consequently, the Adopter agrees that the Provider will not be liable, and the Adopter will indemnify the Provider, for any claim brought by a Data Subject or any regulatory authority arising from any action or omission by the Provider, to the extent that such action or omission resulted directly from the Adopter’s instructions.

13.4 Each of the parties acknowledges and agrees that, where the Adopter or the Provider has paid full compensation for the damages suffered by a Data Subject, where a joint liability has been ascertained in the course of a proceeding, the party that fully indemnified the Data Subject is entitled to claim back from the other party that pro rata portion of the compensation corresponding to its part of responsibility for the damage as resulting from the final court decision.

14. Force Majeure

If a Force Majeure Event occurs which prevents Provider from performing any of its obligations hereunder or causes a delay in performance, the Provider shall not be liable to the Adopter or any other party and shall be released from its obligation to fulfil its obligations under this Agreement to the extent that its ability to fulfil such obligations has been directly affected by the Force Majeure Event.

15. Changes to this Agreement

The Provider may make changes to this Agreement at any time without prior notice to Adopter.

16. Governing Law

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (whether contractual or non-contractual, including tort, breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of the State of Florida.

16.2 The parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods, and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.

17. Disputes and Jurisdiction

Disputes arising hereunder shall be resolved by binding arbitration. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute describing the nature and basis of the claim or dispute, and the requested relief. After the notice is received, the parties shall attempt to resolve the claim or dispute informally. If the parties do not resolve the claim or dispute within thirty (30) days after the notice is received, either party may begin an arbitration proceeding as provided below. Arbitration shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, “ADR”) chosen by Provider. The ADR provider and the parties must comply with the following rules: (i) at Provider’s option, the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be Sarasota County, Florida, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief or intellectual property claims. The arbitration shall be conducted by a single arbitrator, knowledgeable in the subject matter of the dispute. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator's fees. Each party shall bear its own attorneys' fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys’ fees, all arbitration costs and arbitrator fees, in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; or vary or ignore the provisions of this Agreement, and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

Waiver of Jury Trial. ADOPTER HEREBY WAIVES ITS CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between the parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, ADOPTER WAIVES ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

18. Final Provisions

18.1 Assignment: The Adopter may not assign this Agreement without prior consent of the Provider. The Provider may assign this Agreement without providing notice to, or seeking the consent of, the Adopter. 18.2 Entire Agreement: This Agreement sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements, and understandings between the parties, relating to its subject matter. 18.3 No Partnership or Agency: Nothing in this Agreement shall be deemed to constitute a partnership between the parties, nor constitute either party as the agent of the other party for any purpose. 18.4 Third Party: A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement. 18.5 Severability: If any term of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: a. The legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or b. The legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 18.6 Waiver: Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement shall, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the party granting it and is communicated to the other party.

18.7 Attorneys’ Fees and Remedies: In the event of a dispute under this Agreement, the Provider, if the prevailing party in any action related thereto, shall be entitled to all reasonable attorneys’ fees, costs, and expenses incurred by it relating to the enforcement of any term of this Agreement, whether arising out of this Agreement or any related claim. The Adopter agrees that the remedies set forth in this Agreement are in addition to any rights and remedies the Provider may have in the event of a breach or violation of this Agreement, or any other laws, all of which rights and remedies are expressly reserved.

18.8 Notices: Any notice hereunder from the Provider to the Adopter shall be sent via email from the Provider to the Adopter to the contact email address associated with the Adopter’s account. Any notice hereunder from the Adopter to the Provider shall be sent via email from the Adopter to the Provider to the following address: legal@rumble.com.

19. Definitions

In this Agreement, unless otherwise stated or unless the context otherwise requires, each capitalized term will have the meaning set out below:

"Adopter": the organization or natural person using the Services;

"Adopter Data": means any and all data, information and content which are i) uploaded, stored or installed by the Adopter onto the System or ii) created, realized or developed by the Adopter while using the Services, including, without limitation, data, information, software, databases, documents, pictures, images, photographs, text, files, music, and videos;

“Agreement": means this Agreement together with any applicable terms and conditions reflected in any order for Services;

"Confidential Information": means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the disclosing Party (the "Disclosing Party") to the receiving Party (the "Receiving Party") in writing, orally, through visual means, or by the Receiving Party's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time hereafter, owned or controlled by the Disclosing Party. Confidential Information shall include i) the Adopter Data; ii) the Charge due for the Services and any applied discount, and, iii) the trade secrets, discoveries, know how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information, and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the Parties’ clients, which is of a confidential nature; and iv) all the information under clauses (i) through (iii) concerning or related to the Group of the Disclosing Party. Confidential Information does not include (a) information in the public domain at the start of this Agreement, or at a later date comes into the public domain, where such information has come into the public domain other than as a result of breach of this Agreement; (b) the Receiving Party can show that such information was known to it before receipt pursuant to this Agreement, and had not previously been obtained or otherwise learnt under an obligation of confidence; (c) the Receiving Party obtains or has available to it, such information from a source other than the Disclosing Party without that third party breaching any obligation of confidence or non-disclosure; (d) such information is required by applicable law, or any competent regulatory authority or recognized stock exchange to be disclosed by the Receiving Party provided that the Receiving Party shall, where not prohibited, give to the Disclosing Party prompt notice of such request and the opportunity to oppose such disclosure or obtain a protective order at its request; (e) the Receiving Party can show such information was independently developed or created by or on behalf of itself or any member of its Group otherwise than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information; or (f) information which the Disclosing Party confirms in writing is not required to be treated as Confidential Information;

"Charges": means the charges due by the Adopter under this Agreement;

"Controller" or "Data Controller": means the natural or legal person, public authority, organization, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data;

"Data Protection Laws and Regulations": means, any applicable data protection or data privacy legislation;

"Data Subject": means an identified or identifiable person to whom the Personal Data relate;

"Documentation": means all and any user guides and operating or other similar manuals and/or documentation, provided in hard copy or soft copy, necessary to enable the Adopter to make full and proper use of the System or the Services;

"Force Majeure Event": means any (i) fire, flood, earthquake or natural phenomena, pandemic, epidemic, civil health order or regulation; (ii) war, embargo, riot, civil disorder, rebellion, revolution, which is beyond the Provider’s control, or (iii) any other causes beyond the Provider’s control;

"Group": in relation to each party, means that party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time;

"Intellectual Property Rights": means all vested and future intellectual property rights including but not limited to copyright, trademarks, design rights, patents, know-how, trade secrets, inventions, and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world, and all other intellectual property rights protected by any applicable law;

"Personal Data": means any information relating to an identified or identifiable natural person. This includes information that can be linked, directly or indirectly, to a natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or using all means which can reasonably be used to identify a natural person (e.g., one or more factors specific to his physical, physiological, mental, economic, cultural or social identity);

"Processing of Personal Data": means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;

"Processor" or "Data Processor": means the natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of the Controller and according to its written instructions;

"Provider": means the organization providing the Service;

"Provider Content": means any and all content made available by the Provider to the Adopter onto the System, including, without limitations, data, information, software, databases, documents, pictures, images, photographs, text, files, music, and video;

"Sales Tax(es)": means any applicable national, federal, provincial, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of services;

“Service(s)": means the services ordered by Adopter;

"Service Levels": means the characteristics of the Services defined under this Agreement and set forth in an order for such Services;

"Subcontractor": means any Third Party appointed by the Provider to perform some activities of the Services in accordance with this Agreement;

"System": means the electronic information systems comprising any one or more of hardware, equipment, software, peripherals and communications networks owned, controlled, operated and/or used by the Provider to supply the Services; "Third Party": means any company, natural person, body or organization different from the Provider, the Adopter and the relevant Group;

"Third Party Content": means any and all content owned by a Third Party made available or provided by the Adopter to the Provider and uploaded onto the System including, without limitations, data, information, software (including open source software), data-base, documents, pictures, images, photographs, text, files, music, and video;

"Users": means those employees, agents, subcontractors, or consultants (including professional advisers) of the Adopter or other Third Parties authorized by the Adopter who are entitled to use the Service.