X Handle Transfer Agreement

August 1, 2024

X reserves the right to reclaim the Handle from you at any time, and for any reason, including no reason.

This Handle Transfer Agreement (this “Agreement”), is by and between X Corp., its affiliates and subsidiaries, (“X” or “us”) and you or your organization, its affiliates and subsidiaries (“Transferee” or “you”), and is effective as of the date of a completed payment (“Effective Date”). The Parties agree that as of the Effective Date, Transferee shall be transferred, subject to the transfer terms outlined below (the “Terms”), the handle (the “Handle”) for use on the X platform. As consideration for the transfer of the Handle, Transferee shall make a one-time payment to X in the amount listed in the payment invoice upon the execution of this agreement (the “Transfer Price”). By submitting a payment, you agree to and accept these terms.

In the event that X reclaims the Handle from you, X may refund your one-time cash payment, up to the full amount of the Transfer Price paid in cash, unless X finds you to be in violation of any of these Terms or Rules (defined below).

As a recipient of the Handle, you agree to these Terms by and between you and X. The Handle is how you're identified on X and are displayed with your X account(s). As the recipient of the Handle, X grants you a limited and non-transferable right to use the Handle subject to its Terms of Service, policies, and other rules, including any code of conduct (the “Rules”). X’s Rules can be found at https://help.x.com/rules-and-policies. Please understand that you cannot “own” the Handle and this transfer does not grant you any right, title, and interest in and to the Handle other than as noted above. To avoid any doubt, the Handle is not “your Content” as set forth in the X Terms of Service. Please do not participate if you may not be able to access X’s service.

Your right to the Handle will also immediately terminate if you breach the terms of this Agreement. Furthermore, X reserves the right to take any action, including, for example, limiting your account’s reach, suspending your account, reclaiming the Handle, and other actions as per X’s Rules. You may not use the Handle in any manner that is objectionable, likely to cause confusion or dilute, blur, or tarnish X. All use of the Handle, including any goodwill generated by such use, shall inure to the benefit of X.

As the recipient of the Handle, you may either “swap” your current handle(s) with the Handle or create new accounts with the Handle. Please note that you may not be able to immediately “swap” to the Handle, including, for example, while waiting for any financial transaction to complete or to meet any other obligations it may have to its payment processor or any other entity or agency. You agree to work with X subject to our procedures, at our sole discretion, to complete a “swap” or create new accounts with the Handle. You may not transfer the Handle to a third party. Any attempt to do so will immediately terminate your right to the Handle. All transactions are final and non-refundable, except where required by law.

X provides the Handle, on an “AS IS” basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. In no event will X or its affiliates be liable for any indirect, incidental, consequential, or other non-direct damages of any kind, even if advised of the possibility of such damages. The maximum aggregate liability of X for all damages and causes of action, whether in contract, tort (including negligence) or otherwise, shall be $100.

You agree that you will: (a) not disclose the Confidential Information to anyone except as necessary to perform your obligations hereunder; and (b) protect the Confidential Information against unauthorized use, copying, disclosure, dissemination or publication by using at least the same degree of care as you use to protect your own confidential information, but in no case less than a reasonable degree of care. You may disclose Confidential Information required to be disclosed by law, provided that you will: (i) notify X promptly upon learning of any court order or other legal requirement that purports to compel disclosure of any Confidential Information, unless notice is prohibited by law; and (ii) cooperate with X (at X’s expense) in the exercise of X’s right to protect the confidentiality of the Confidential Information. “Confidential Information” means any non-public, proprietary information disclosed to you by X, which is labeled or otherwise clearly identified or reasonably considered under the circumstances as confidential or proprietary, including, but not limited to, the material terms of this Agreement, cost, and other unpublished financial information. Confidential Information does not include information that: (1) was known to you before receipt thereof from or on behalf of X; (2) is disclosed to you by a third party without any obligation of confidentiality to X; (3) is or becomes generally known without violation of this Agreement by you; or (4) is independently developed by you without reference to the Confidential Information.

The laws of the State of Texas, excluding its choice of law provisions, will govern this Agreement and any dispute that arises between you and X. All disputes related to this Agreement will be brought solely in the federal or state courts located in Tarrant County, Texas, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.

If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in effect, and the provision affected will be construed to be enforceable to the maximum extent permissible by law.

These Terms constitute the entire agreement between you and X with respect to the Handle transfer only, and do not supersede the Rules, and any other agreements you may have with X.