Service Agreement

This Service Agreement ("Agreement") is between RemoveWise, LLC doing business as RemoveWise ("RemoveWise," "we," "our," or "us"), and the individual or entity that engages us ("Client," "you," or "your") through an order form, statement of work, online checkout, or signed engagement letter (each, an "Order"). By engaging the Services, you accept this Agreement. If you accept on behalf of an organization, you represent that you have authority to bind that organization.

01Services

1.1 Scope

RemoveWise provides continuous detection, monitoring, takedown filing, legal escalation, and reporting against the unauthorized use of Client's identity and intellectual property, in the enforcement areas set out in the applicable Order, which may include:

• (a) deepfakes and impersonation, including AI-generated video, voice, and images and accounts that impersonate Client;
• (b) clone sites and phishing;
• (c) scam ads and fraud funnels;
• (d) copyright and piracy; and
• (e) trademark and counterfeits.

Depending on the Order, the Services may cover social media and video platforms, advertising networks, marketplaces, app stores, websites, file hosts, hosting providers, domain registrars and registries, and payment processors. Specific scope, deliverables, platforms, and pricing are set out in the applicable Order.

1.2 Definitions

• "Protected Name" means one person, brand, estate, or firm, together with its official accounts, domains, logos, and likeness, as identified in the Order.
• "Lane" means one of the enforcement areas in Section 1.1(a) through (e), subject to any limits stated in the Order (for example, a number of works or registered marks).
• "Full Catalog" means, for Orders that include it, the works and registered trademarks of the Protected Name identified at onboarding, together with works and marks Client adds during the engagement. Full Catalog coverage is subject to reasonable use: it covers enforcement against unauthorized copies and uses of the catalog in the ordinary course. If enforcement volume materially exceeds the level identified at onboarding for two consecutive months, RemoveWise may propose an adjusted scope or fee, and Client may accept the proposal or terminate under Section 7.2.

02Legal Services; Relationship of the Parties

2.1 RemoveWise

RemoveWise is a technology-enabled enforcement service, not a law firm. RemoveWise provides detection, monitoring, case management, dashboards, and reporting. RemoveWise does not provide legal advice, and no attorney-client relationship is created between Client and RemoveWise, LLC.

2.2 Affiliated Legal Practice

Takedown notices, platform reports, enforcement filings, cease-and-desist letters, and legal escalations are prepared and submitted through Brand Enforcement, the legal practice of Joseph D'Andre, a California-licensed attorney, acting as Client's authorized agent pursuant to a written authorization executed at onboarding. These services are included within the fees of an active Order at no additional charge. Legal services under this Section are limited to enforcement of Client's rights in the content, works, trademarks, domain names, name, image, voice, and likeness identified in the applicable Order, including demand letters, platform appeals and supporting declarations, domain name disputes under the UDRP and URS, applications for subpoenas under 17 U.S.C. § 512(h), and complaints to hosting providers, registrars, registries, advertising networks, marketplaces, app stores, and payment processors. They do not extend to general legal advice, litigation, or other matters, for which Client should engage independent counsel. Where a matter requires litigation, RemoveWise may refer Client to independent litigation counsel and provide Client's Case Records to that counsel at Client's direction.

03Client Authorization and Warranties

3.1 Authority and Ownership

Client represents and warrants that:

• Client is at least 18 years of age and, if accepting on behalf of an organization, is duly authorized to bind that organization;
• Client owns the rights to the content, persona, name, image, voice, or likeness that is the subject of the Services, or has been validly authorized in writing by the rights holder to direct enforcement on its behalf;
• All information Client provides to RemoveWise, including documentation of ownership, authorization, identity, and any sworn statements, is true and accurate;
• Client's use of the Services does not violate any applicable law, third-party agreement, or platform terms of service.

3.2 Authorization to Act

Client appoints RemoveWise, LLC and Brand Enforcement, each as its limited attorney-in-fact, solely for the purpose of preparing, filing, signing, and managing takedown notices, counter-notice responses, platform escalations, and related communications under the Digital Millennium Copyright Act (17 U.S.C. § 512), platform-specific procedures (including YouTube, Meta, and TikTok policies), the Lanham Act, the Uniform Domain-Name Dispute-Resolution Policy and Uniform Rapid Suspension System, the abuse and acceptable-use policies of hosting providers, registrars, registries, advertising networks, marketplaces, app stores, and payment processors, applicable rights of publicity, and similar laws addressing synthetic, infringing, or counterfeit media. This authority is coextensive with the scope of the active Order and may be revoked at any time by written notice; revocation does not affect actions already taken.

3.3 DMCA Compliance

Client acknowledges that 17 U.S.C. § 512(c)(3) requires that takedown notices include a sworn statement, under penalty of perjury, that the complaining party is authorized to act on behalf of the rights holder, and a good-faith belief that the use is not authorized. Client agrees that:

• Client will not direct RemoveWise to file a takedown notice that Client knows or should know is materially false or misleading;
• Client has considered fair use, parody, criticism, news reporting, and other lawful uses before directing RemoveWise to file;
• Client will respond promptly to any counter-notification or platform inquiry RemoveWise forwards to it;
• Client is solely responsible for any liability under 17 U.S.C. § 512(f) or similar laws arising from a misrepresentation in a takedown notice filed at Client's direction or based on information provided by Client.

04Acceptable Use

Client will not use the Services to:

• Suppress lawful criticism, parody, satire, news reporting, commentary, fair use, or other expression protected by law;
• Target a competitor, journalist, critic, or any other person for purposes unrelated to legitimate enforcement of Client's rights;
• Harass, intimidate, or retaliate against any person;
• Engage in defamation, fraud, or any unlawful activity;
• Violate the terms of service of any platform on which Services are performed.

RemoveWise may decline, pause, or terminate any engagement that, in our reasonable judgment, would violate this Section, applicable law, or platform terms. We are not obligated to file any specific notice.

05Service Limitations and Reporting

5.1 Outcomes

Removal outcomes depend on platform policies, evidence quality, and other factors outside our control. We do not guarantee that any specific piece of content will be removed, the speed of removal, or that removed content will not reappear. Stated response times (for example, filing within one business day after RemoveWise confirms an item or receives a link from Client, or weekend coverage under an Enterprise Order) refer to RemoveWise response times, not platform action times. First-time cleanups of large backlogs follow the timeline in Client's onboarding plan.

5.2 What Counts as a Removal

RemoveWise reports an item as removed only after confirming that it is no longer publicly available and re-checking it after removal. A filed report that has not resulted in removal is never counted as a removal. When an account or channel is terminated, the uploads it carried may be counted as removed.

06Fees, Billing, and Refunds

6.1 Fees

Client will pay the fees stated in the Order. Subscription fees are billed in advance monthly or, if Client elects to prepay, quarterly or annually. Prepaid quarterly and annual billing receives the discount stated in the Order or on RemoveWise's published pricing. One-time engagement fees (for example, a single takedown or a Reset) are billed upon engagement unless otherwise stated. All amounts are in U.S. dollars and are exclusive of taxes.

6.2 Taxes

Client is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on RemoveWise's net income.

6.3 Payment

Subscription fees are due on the invoice date unless the applicable Order states otherwise. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend Services for non-payment after providing reasonable notice.

6.4 Attorney Work and Third-Party Fees

Legal escalation within the scope of an active Order is included in the subscription fee. RemoveWise does not bill hourly or per letter for it. Fees charged by third parties, such as a dispute-resolution provider's fee for a UDRP or URS complaint or a court's fee for a subpoena, are passed through to Client at cost, without markup, and only after Client approves them in writing. Where an Enterprise Order includes an annual allowance for domain dispute filing fees, those fees are included up to the allowance stated in the Order.

6.5 30-Day Money-Back Guarantee

If Client is not satisfied with the Services within the first 30 days of an initial engagement (whether a new subscription or a one-time engagement such as a Reset), Client may request a full refund by emailing hello@removewise.com. The guarantee applies only to the first 30 days of a Client's first engagement with RemoveWise; it does not apply to subsequent renewal periods, subsequent engagements, or third-party fees already incurred under Section 6.4.

6.6 Renewal; No Minimum Term

Subscriptions have no minimum term. They renew automatically at the end of each billing period at the then-current rate unless terminated under Section 7.2. Where an Order states fixed rates, those rates control and may be changed only as stated in the Order.

07Term and Termination

7.1 Term

This Agreement begins when Client first accepts it or engages the Services and continues until terminated.

7.2 Termination for Convenience

Either party may terminate a subscription engagement at any time by written notice to the other party. Termination is effective at the end of the then-current billing period. RemoveWise will continue providing the Services through the end of the current billing period. Fees paid for that period, including a prepaid quarterly or annual period, are non-refundable, except as provided in Section 6.5. The engagement will not renew into the following billing period. One-time engagements (for example, a Reset) terminate when the scope is complete or when the parties agree in writing.

7.3 Termination for Cause

Either party may terminate this Agreement immediately if the other materially breaches and fails to cure within ten (10) days of written notice (or immediately, if the breach is not curable). RemoveWise may suspend or terminate immediately for non-payment, breach of Section 4 (Acceptable Use), Section 3 (Authorization and Warranties), or activity that creates legal risk for RemoveWise.

7.4 Effect of Termination

On termination: (a) all fees accrued through the effective date of termination are immediately due; (b) RemoveWise will cease ongoing monitoring; (c) the authorization granted in Section 3.2 terminates prospectively at the end of the current billing period; (d) Sections 2, 3.3, 4, 6, 8, 9, 10, 11, 12, 13, 14, and 16 survive.

08Confidentiality

8.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, customer information, evidence and case files, financial information, technical information, and the terms of this Agreement. Recipient will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; (c) limit access to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is publicly available without breach, independently developed without use of Confidential Information, rightfully received from a third party without restriction, or required to be disclosed by law (in which case Recipient will, where legally permitted, give Discloser prompt notice). Confidentiality obligations survive for three (3) years after termination, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.

RemoveWise may engage independent contractors to assist in performing the Services. RemoveWise remains responsible for the performance of any subcontractor and will ensure subcontractors are bound by confidentiality obligations no less protective than those in this Agreement.

8.2 Identity Documents and Publicity

Government identification and authorization documents Client provides are encrypted, stored separately from RemoveWise's primary systems, used only to verify Client's identity and authority with the platforms and other recipients of enforcement filings, and deleted when the engagement ends, except where retention is required by law. RemoveWise will sign a mutual nondisclosure agreement on request. RemoveWise will not publicly identify Client as a client, or publish Client's name, logo, or testimonial, without Client's written permission.

09Intellectual Property

9.1 RemoveWise IP

RemoveWise retains all rights, title, and interest in and to the Services, the RemoveWise platform, dashboards, scripts, automations, methodologies, and all related intellectual property, including any improvements or derivatives. No license is granted except as expressly stated.

9.2 Client Content

Client retains all rights, title, and interest in content Client submits to RemoveWise. Client grants RemoveWise a non-exclusive, royalty-free, worldwide license to use, reproduce, transmit, and display Client content solely as necessary to perform the Services and to comply with law.

9.3 Case Records

The records of Client's enforcement matters, including the items found and removed, captured evidence, filings, and correspondence ("Case Records"), belong to Client. RemoveWise will make them available through Client's dashboard during the engagement and will deliver a copy on request, including at any time within 30 days after termination. RemoveWise may retain copies as needed for legal, regulatory, insurance, and recordkeeping purposes, subject to Section 8.

9.4 Aggregated Data

RemoveWise may compile aggregated, de-identified statistics about Service usage and outcomes for benchmarking, product improvement, and reporting. Aggregated data does not identify Client or any individual.

10Indemnification

10.1 By Client

Client will defend, indemnify, and hold harmless RemoveWise and its officers, employees, contractors, and agents from and against any third-party claim, loss, damage, liability, fine, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of Section 3 (Authorization and Warranties), Section 4 (Acceptable Use), or any representation or warranty in this Agreement; (b) any allegation that a takedown notice or other enforcement action filed at Client's direction or based on information provided by Client constituted a knowing material misrepresentation under 17 U.S.C. § 512(f) or similar law; (c) Client's misuse of the Services; or (d) Client's violation of law or third-party rights.

10.2 Procedure

RemoveWise will: (i) promptly notify Client of the claim; (ii) give Client sole control of the defense and settlement (provided no settlement requires admission of liability or payment by RemoveWise without consent); and (iii) reasonably cooperate.

11Disclaimers

12Limitation of Liability

13Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal Resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by written notice and a 30-day informal discussion period.

13.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved informally will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, before a single arbitrator. The seat of arbitration is San Francisco, California. The arbitrator may award any relief a court could award, except that the arbitrator may not consolidate claims or arbitrate claims as a class or representative action. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Class Action and Jury Waiver

13.5 Carve-Outs

Either party may (a) seek injunctive or equitable relief in court to protect intellectual property or confidential information; (b) bring an individual action in small-claims court for claims within that court's jurisdiction; and (c) for non-arbitrable claims, submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

14Modifications

We may modify this Agreement from time to time. Changes take effect when posted, and the "Last updated" date above reflects the most recent revision. Continued use of the Services after a change is posted constitutes acceptance of the change. Client may terminate under Section 7.2 if Client does not agree to a change. Where an Order states that terms are fixed for an engagement, the Order controls.

15Notices

Notices to RemoveWise must be sent to hello@removewise.com. Notices to Client may be sent to the email address on file. Notices are effective on receipt (or, for email, on confirmed delivery). For legal process or formal disputes, RemoveWise may also be served at RemoveWise, LLC, 490 Post St Ste 500, San Francisco, CA 94102.

16Miscellaneous

16.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency relationship (except the limited grant of authorization in Section 3.2), or employment relationship.

16.2 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign without consent to a successor in interest in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any attempted assignment in violation of this Section is void.

16.3 Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, internet or platform outages, or labor disputes.

16.4 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in full force.

16.5 Waiver

No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

16.6 Entire Agreement

This Agreement, together with any Order and the Privacy Policy, is the entire agreement between the parties on this subject and supersedes all prior or contemporaneous agreements, written or oral. In the event of a conflict between this Agreement and an Order, the Order controls for that engagement to the extent of the conflict.

16.7 Export and Sanctions

Client represents that Client is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and is not on any U.S. government list of restricted parties.

16.8 Third-Party Platforms

The Services interoperate with third-party platforms (e.g., YouTube, Meta, TikTok) governed by their own terms. Client is responsible for compliance with those terms with respect to Client's accounts and content.

16.9 Headings

Headings are for convenience only and do not affect interpretation.