TERMS AND CONDITIONS OF SERVICE

1.1. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

2.1. Grant of Authority. The Client hereby expressly and irrevocably authorizes the Company to:

2.2. Standard of Care. The Company shall exercise its authority with reasonable care and skill, in good faith, and in the best interests of the Client.

3.1. Age Requirements. While the Company may provide Services to Talent of any age, any Client under the age of majority in their jurisdiction of residence ("Minor Client") must be represented by a parent or legal guardian ("Guardian").

3.2. Guardian Obligations. The Guardian hereby:

4.1. Ownership and Protection. All Tools and related Intellectual Property Rights are and shall remain the exclusive property of the Company. The Client acknowledges and agrees that:

4.2. Confidentiality Obligations. The Client hereby covenants and agrees to:

4.3. Survival. The confidentiality obligations contained herein shall survive the termination of this Agreement indefinitely.

5.1. Platform Authorization and API Access. By accepting these terms, the Client expressly authorizes and grants the Company:

5.2. Platform-Specific Terms and Compliance. The Client acknowledges and agrees that:

5.3. Data Collection, Processing, and Usage. The Company shall collect, process, and store data in accordance with applicable data protection laws, including but not limited to GDPR, CCPA, and PIPEDA. The Client hereby expressly consents to:

5.4. Enhanced Data Security Measures. The Company commits to:

5.5. Content Analysis and DNALabs. Where the Client or the relevant talent enables content analysis or DNALabs-style features (including topic and keyword performance analysis and insights regarding what content performs best), the Client expressly consents to the Company collecting, processing, and storing connected platform data and derived analytics (including post-level and aggregated metrics) for the purpose of providing such insights. The Client may disable or disconnect these features at any time through the applicable settings. The Company will process content analysis data only in accordance with such consent and the Company's Privacy Policy.

5.6. Communications, Email, Calendar, and Voicemail. Where the Client connects email (e.g., Gmail), calendar (e.g., Google Calendar), or uses or is reachable through the Company's phone or voicemail systems, the Client authorizes the Company to access, sync, store, and process messages, metadata, calendar events, and (for voicemail) call metadata, recordings, and automated transcriptions. The Client acknowledges that voicemail content may be recorded and transcribed and used to deliver messages (e.g., via email) and to operate the Company's business communications. The Client consents to such processing as described in the Privacy Policy.

5.7. APIs, Newsletter, Contact Forms, and Lead Enrichment. The Client agrees that use of the Company's APIs, access keys, newsletter signup flows, and contact or lead forms may involve the collection and processing of personal data (including email, source, metadata, and where applicable linkage to marketplace or customer records) as described in the Privacy Policy. Where the Company uses third-party data enrichment (e.g., for lead or contact information), such processing is subject to the Company's legal basis and the third party's terms; the Client consents to such use where the Client's data or the Client's end users' data is involved in connection with the Services.

6.1. Payment Processing and Stripe Connect. The Company may facilitate payments, payouts, and marketplace transactions through Stripe and Stripe Connect. Where the Client or talent receives payments via a connected Stripe account, the connected account is the merchant of record for those transactions; the Company may collect platform fees and access transaction data as necessary to operate the Services, provide order and transaction history, and comply with Stripe's terms and applicable law.

6.2. Client and End-User Obligations. The Client agrees to comply with all applicable payment and financial regulations and with Stripe's terms of service and connected account agreement where applicable. The Client is responsible for the accuracy of payment and payout details and for any chargebacks, refunds, or disputes arising from transactions initiated through the Client's connected account or marketplace, except where caused by the Company's gross negligence or willful misconduct.

6.3. No Guarantee of Payment Processor Availability. The Company does not guarantee uninterrupted availability of Stripe or any other payment processor. The Company is not liable for delays, failures, or changes imposed by payment processors, card networks, or financial institutions. The Client acknowledges that payment and payout processing are subject to third-party terms and applicable law.

6.4. Marketplace and Checkout. Where the Company provides marketplace or checkout functionality (including product-based or amount-based checkout), the Client agrees that customer and transaction data will be processed as described in the Privacy Policy and that the Company may store and use such data to fulfill orders, support refunds and disputes, and display transaction history to authorized users.

7.1. Use of APIs and Keys. Where the Company issues API keys, access keys, or other programmatic credentials to the Client, the Client shall use them only for the authorized purposes and scopes specified by the Company. The Client shall not share, sell, or expose credentials to unauthorized parties and shall implement reasonable security measures to protect them.

7.2. Revocation and Compliance. The Company may revoke or suspend API or access keys at any time for breach of these terms, abuse, or to protect the security or integrity of the Services, including as part of the account enforcement measures described in Section 9. The Client agrees to comply with any rate limits, usage policies, and technical requirements published by the Company for its APIs.

7.3. No Warranty on API Availability. The Company may modify, deprecate, or discontinue APIs or access key programs with reasonable notice where practicable. The Company does not guarantee uninterrupted or error-free operation of any API.

8.1. General Standard. The Client, and any person accessing the Services on the Client's behalf (including agents, employees, contractors, talent, administrators, and other authorized users), shall use the Services only for lawful, authorized purposes and in a manner consistent with this Agreement, the Privacy Policy, and all applicable laws and regulations.

8.2. Prohibited Conduct. Without limitation, the following conduct is prohibited and may result in immediate suspension or termination of access, as described in Section 9:

8.3. Reporting. The Client shall promptly report to the Company any actual or suspected security incident, unauthorized access, or prohibited conduct involving the Services.

9.1. Right to Enforce. To protect the Company, other users, talent, connected platforms, and the integrity of internal systems, the Company reserves the right, in its sole discretion and to the fullest extent permitted by law, to restrict, suspend, or terminate any person's or entity's access to the Services (in whole or in part), including agents, talent, clients, administrators, and other authorized users, with or without prior notice.

9.2. Grounds for Enforcement. Without limiting Section 9.1, the Company may take enforcement action (including immediate termination) where it reasonably believes that a user or Client has engaged in conduct described in Section 8, or where enforcement is necessary because of:

9.3. Technical and Access Controls. In connection with enforcement, the Company may, without limitation:

9.4. No Liability for Enforcement. The Client acknowledges that the Company shall not be liable for any loss, claim, or damage arising from a good-faith enforcement action taken under this Section, except to the extent prohibited by applicable law.

9.5. Cooperation. Upon request, the Client shall cooperate with any investigation and shall cease use of the Services upon suspension or termination. The Client remains responsible for conduct of anyone granted access through the Client's account or authority.

10.1. The Services may depend on or integrate with third-party services, including but not limited to Stripe, Wise, Google (Gmail, Calendar), Meta (Facebook, Instagram), YouTube, TikTok, Twilio, Apollo, and other payment, communication, social, and data providers. The Client acknowledges that use of such integrations is subject to the respective third party's terms of service, privacy policy, and applicable policies.

10.2. The Company is not responsible for the availability, accuracy, or conduct of third-party services. The Client's access to linked platforms (e.g., social accounts, email, calendar) may be limited or terminated by those providers; the Company will use commercially reasonable efforts to support reauthorization but does not guarantee continued availability of any integration.

10.3. Where the Client connects accounts or data to third-party services through the Company's Tools, the Client represents that they have the authority to grant such access and that such use does not violate any third-party terms or applicable law.

11.1. Termination by Company. In addition to the enforcement rights in Section 9, the Company may terminate this Agreement or any user's access to the Services at any time for any reason permitted under this Agreement, including conduct under Section 8. Where individual service agreements between the parties address termination, those agreements apply in addition to this Section and do not limit the Company's platform-level enforcement rights.

11.2. Termination by Client. The Client may discontinue use of the Services subject to any outstanding obligations and any terms in an applicable individual service agreement.

11.3. Effect of Termination. Upon termination of this Agreement or suspension or termination of access under Section 9:

12.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

12.2. Exclusions. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3. Indemnification. The Client agrees to indemnify, defend, and hold harmless the Company from and against any claims, liabilities, damages, losses, and expenses arising out of or related to the Client's content, activities, conduct of authorized users, or breach of this Agreement.

13.1. This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada, without giving effect to any choice or conflict of law provision or rule.

13.2. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Alberta, Canada for the resolution of any disputes arising out of or relating to this Agreement.

14.1. Entire Agreement. This Agreement, together with the Company's Privacy Policy (which is incorporated by reference), constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter hereof. In the event of any conflict between this Agreement and the Privacy Policy with respect to data processing, the Privacy Policy shall govern with respect to the description of data practices; this Agreement shall govern with respect to contractual obligations and consent to such practices.

14.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

14.3. Amendments. The Company reserves the right to modify this Agreement at any time. Continued use of the Services following such modifications constitutes acceptance of the modified terms.

14.4. Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

14.5. Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

15.1. TikTok Platform Compliance. The Client acknowledges and agrees that:

15.2. Additional Platform Requirements. Similar compliance requirements apply to other platforms (YouTube, META) as specified in their respective terms of service and developer policies.

16.1. Grant of Rights in Name, Image, and Likeness. The Client hereby grants to the Company a worldwide, royalty-free, non-exclusive license to use the Client's name, image, likeness, voice, photographs, videos, biographical information, and other content provided to, or created in the course of, the engagement (collectively, "Talent Materials") in the Company's own marketing, promotional, and business development materials, in any media now known or later developed, including but not limited to its website, social media accounts, pitch decks, case studies, portfolios, advertisements, and presentations to prospective brand partners, clients, and collaborators, for the purpose of promoting the Company's services and the Client's career and opportunities. This license is granted for consideration consisting of the Services provided under this Agreement and is intended to constitute valid consent for purposes of any applicable right of publicity, personality rights, moral rights, or similar law of any jurisdiction, including, without limitation, the right of publicity statutes and common law of the various provinces of Canada and the states of the United States.

16.2. Indirect Representation: Use of Talent Materials. Where the Client has consented to the Company representing the Client on a non-exclusive or indirect basis, the Client further authorizes the Company to access and use the Client's existing marketing materials, content, and Talent Materials (including those created or used by the Client independently of the Company) for the purposes described in Section 16.1. This authorization shall remain in effect unless and until the Client provides the Company with written notice (including by email) discontinuing or withdrawing such consent, after which the Company shall cease further use of such materials in new marketing activity, subject to the orderly wind-down of any campaigns, pitches, or placements already in progress and to the Company's right to retain archival copies and records as required for legal, accounting, or compliance purposes.

16.3. Indirect Pitching and Brand Outreach. Where the Client has consented to the Company pitching or presenting the Client to brands, agencies, or other prospective partners on a non-exclusive or indirect basis ("Indirect Pitching Consent"), the Client authorizes the Company to identify, approach, and pitch the Client for brand partnerships, sponsorships, campaigns, and similar opportunities without further approval from the Client prior to each individual pitch. The Company will exercise such authorization in good faith and with the intention of generating opportunities for the Client's benefit.

16.4. Reasonable Efforts Regarding Existing Relationships. Where the Company has actual knowledge that the Client is actively engaged in discussions or a working relationship with a particular brand or partner, the Company will use reasonable efforts to avoid separately pitching the Client to that same brand or partner in a manner that would conflict with such existing relationship. This is a best-efforts undertaking only, and the Company shall not be liable for any overlap, conflict, or duplication of outreach that occurs despite such efforts, including where the Company is unaware of the Client's existing or ongoing discussions.

16.5. Acknowledgment and Waiver. The Client acknowledges that Indirect Pitching Consent under Section 16.3 authorizes the Company to make outreach and pitches on the Client's behalf without case-by-case pre-approval, and that such outreach is undertaken for the Client's potential benefit. The Client agrees not to raise objections to, or hold the Company liable for, pitches or outreach made in good faith and in accordance with this Section while such consent remains in effect. The Client may withdraw Indirect Pitching Consent at any time by written notice (including by email) to the Company, which withdrawal shall apply prospectively to new outreach and shall not affect pitches, introductions, or discussions already initiated prior to the Company's receipt of such notice.

16.6. Form of Consent. Consent under this Section 16, including Indirect Pitching Consent, may be given in writing, including by email or other written electronic communication in which the Client expresses agreement, or a willingness, to be considered, presented, or pitched for brand partnerships, campaigns, or similar opportunities. The Company may rely on such written communications as evidence of the Client's consent until such consent is withdrawn in accordance with Section 16.2 or 16.5, as applicable, and the Company shall retain a copy of such communications as a record of consent.

16.7. Representations and Survival. The Client represents and warrants that the Client has full legal right and authority to grant the rights and consents set out in this Section 16, and that doing so does not violate any agreement with, or rights of, any third party. The rights, licenses, and consents granted under this Section 16 shall survive the termination of this Agreement to the extent necessary to permit the Company to complete the wind-down described in Sections 16.2 and 16.5 and to retain records of consent as described in Section 16.6.

All notices and communications relating to this Agreement shall be directed to:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written.