These Terms and Conditions ("T&C") are entered into by and between Wershuffle Inc. ("Company," "we," "our," or "us"), a company incorporated under the laws of Delaware, and you (the "Customer"). These T&C govern your use of our SaaS platform and services ("Services"). By accessing or using our Services, you agree to these T&C. If you do not agree, you must not use our Services.

1. Services

a. Provision of Services

The Company shall provide the Services detailed in the order form signed by the Customer ("Order") during the term specified therein ("Term"), in consideration of the fees outlined in the Order.

b. Service Performance

The Company agrees to perform the Services diligently, competently, and in accordance with the Customer’s instructions.

c. Limitations

The Company is not responsible for:

• Resolving technical issues on third-party platforms where campaigns are delivered.
• The Customer’s social media or digital platform accounts.

2. Customer Obligations

a. Access and Materials

The Customer shall:

• Provide full administrative access to relevant platforms.
• Supply all necessary creative content, including audio files, video clips, and promotional materials.

b. Compliance and Assistance

The Customer shall:

• Operate social media accounts and upload content regularly.
• Comply with applicable laws and platform policies.
• Avoid prohibited actions such as purchasing fake followers or engaging in unlawful activities.

c. Campaign Management

The Customer grants the Company exclusive control over campaigns during the Term and agrees not to make changes without prior approval. The Company is not liable for unauthorized changes made by the Customer or third parties.

3. Intellectual Property and Confidentiality

a. Ownership

The Company retains all intellectual property rights related to its technology, methods, and campaign structures. The Customer retains rights to the content provided.

b. Confidentiality

Each party shall maintain the confidentiality of the other’s information, except as required by law or for purposes of fulfilling these T&C.

c. License to Use

The Customer grants the Company a limited license to use its intellectual property solely for the performance of the Services.

4. Fees and Payments

The Customer agrees to pay all fees outlined in the Order. Payments shall be made in accordance with the terms specified, and the Company reserves the right to suspend Services for non-payment.

5. Term and Termination

a. Duration

These T&C remain effective from the date the Order is signed until terminated as described below.

b. Termination

Either party may terminate these T&C with seven (7) days' prior written notice. The Company may terminate immediately in cases of breach, insolvency, or unauthorized campaign modifications.

c. Effect of Termination

Upon termination, all Services will cease, and the Customer will remain liable for fees accrued up to the termination date.

6. Limitations of Liability

To the fullest extent permitted by law:

• The Company is not liable for indirect, incidental, or consequential damages.
• The Company’s total liability is limited to the fees paid by the Customer in the twelve (12) months preceding the claim.
• The Company is not responsible for damages resulting from the Customer’s negligence or misconduct.

7. Amendments and Notices

a. Amendments

The Company reserves the right to modify these T&C by notifying the Customer and posting updates on its website. Continued use of the Services constitutes acceptance of the updated T&C.

b. Notices

All notices shall be in writing and delivered via email or certified mail to the addresses specified in the Order.

8. Governing Law and Dispute Resolution

These T&C are governed by the laws of the State of Delaware. Any disputes shall be resolved exclusively in the courts located in Delaware.

9. Entire Agreement

These T&C and the Order represent the entire agreement between the parties and supersede all prior discussions and agreements. In case of conflict, the terms of the Order shall prevail.

10. Contact Information

For any questions regarding these T&C, please contact us at: