TERMS AND CONDITIONS OF SERVICE

LAST UPDATED: February 5, 2026.

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY.

This legally binding agreement ("Agreement") is made between WALLS Entertainment Group Inc., a talent management company operating under the laws of Alberta, Canada (hereinafter referred to as "Company," "we," "our," or "us") and the individual or entity engaging our services (hereinafter referred to as "Talent," "Client," or "you").

WHEREAS, the Company provides comprehensive talent management services and proprietary solutions for talent and influencers;

WHEREAS, the Client wishes to engage the Company's services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

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

"Confidential Information" means any and all information, whether communicated orally or in written form, relating to the Company's proprietary tools, software, platforms, business methods, client lists, strategic plans, and any other information that would reasonably be considered confidential or proprietary;

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in goodwill, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Services" means all services provided by the Company, including talent management, contract negotiation, financial and revenue management, relationship management, career development, content production support, audience growth strategies, social and content analytics, marketplace and payment facilitation (including Stripe Connect), application programming interfaces (APIs), content analysis and insights (including DNALabs and similar tools), communications and email integration, calendar integration, voicemail and transcription services, newsletter and marketing tools, lead and contact management, and access to all proprietary tools and third-party integrations;

"Tools" means any and all proprietary software, platforms, applications, APIs, access keys, systems, methodologies, and processes developed or utilized by the Company in the provision of Services, including but not limited to dashboards, analytics and reporting, content performance analysis, payment and checkout flows, and integrations with social platforms, payment processors, communication providers, and data enrichment services.

2. SCOPE OF SERVICES AND AUTHORITY

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

(a) Execute contracts and agreements on behalf of the Client, subject to prior authorization;

(b) Collect, manage, and distribute revenues and payments;

(c) Establish and maintain professional relationships on behalf of the Client;

(d) Make strategic decisions within the scope of the Services;

(e) Access and analyze Client's content and performance metrics;

(f) Implement growth and development strategies;

(g) Facilitate payment processing, marketplace transactions, and Stripe Connect on the Client's behalf where applicable;

(h) Use communications integrations (email, calendar, voicemail), content analysis tools, APIs, and third-party integrations as described in these Terms and the Privacy Policy.

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. LEGAL CAPACITY AND REPRESENTATION

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:

(a) Warrants their legal authority to act on behalf of the Minor Client;

(b) Assumes joint and several liability for all obligations under this Agreement;

(c) Agrees to indemnify and hold harmless the Company from any claims arising from the Minor Client's activities.

4. PROPRIETARY TOOLS AND CONFIDENTIALITY

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:

(a) No ownership rights in the Tools are transferred under this Agreement;

(b) Any improvements, modifications, or derivatives of the Tools shall vest immediately and exclusively in the Company;

(c) The Client shall not attempt to reverse engineer, decompile, or otherwise discover the source code or underlying structure of the Tools.

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

(a) Maintain strict confidentiality regarding all aspects of the Tools and Confidential Information;

(b) Implement appropriate security measures to prevent unauthorized disclosure;

(c) Immediately notify the Company of any actual or suspected breach of confidentiality;

(d) Not disclose, discuss, or share any information about the Tools with third parties;

(e) Use the Tools solely for authorized purposes within the scope of this Agreement.

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

5. DATA PROTECTION, PRIVACY, AND PLATFORM ACCESS

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

(a) Explicit permission to access, manage, and analyze Client's social media accounts on platforms including but not limited to YouTube, TikTok, Instagram, and Facebook;

(b) Authority to obtain, maintain, and refresh API access tokens, OAuth credentials, and other necessary authentication methods for the Client's accounts;

(c) Rights to collect, store, and analyze analytics, performance data, audience metrics, content statistics, and account information through platform APIs;

(d) Permission to make authorized API calls, data requests, and content modifications on behalf of the Client;

(e) Authorization to manage account settings, content distribution, monetization features, and engagement metrics as necessary for providing the Services;

(f) Consent to integrate the Client's account data with the Company's proprietary tools and analytics systems.

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

(a) Access to platform APIs is subject to the respective terms of service, developer policies, and data usage requirements of each platform (YouTube, TikTok, and META);

(b) The Client must maintain valid platform accounts in good standing and comply with all platform community guidelines and policies;

(c) The Company's access may be limited, modified, or terminated by platform providers at any time;

(d) The Client will promptly assist in renewing or reauthorizing API access when required;

(e) For TikTok specifically, the Client grants the Company permission to:

- Access and analyze TikTok account data, including but not limited to video performance metrics, audience insights, and engagement statistics;

- Manage TikTok content publishing, scheduling, and optimization;

- Access and utilize TikTok's Commercial Content API and other relevant APIs;

- Handle talent marketplace activities and brand collaboration opportunities;

- Monitor and manage account monetization features.

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:

(a) The collection, storage, and analysis of:

- Personal data and account information

- Content performance metrics and analytics

- Audience demographics and behavior data

- Engagement metrics and trends

- Financial and monetization information

- Brand collaboration and sponsorship data

(b) The implementation of industry-standard security measures to protect such data;

(c) The engagement of third-party service providers and data processors, subject to appropriate confidentiality and data protection agreements;

(d) The integration and synchronization of data across multiple platforms, services, and proprietary tools;

(e) The use of aggregated, anonymized data for industry analysis and research purposes.

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

(a) Implement and maintain state-of-the-art technical and organizational security measures;

(b) Maintain detailed records of all data processing activities and access logs;

(c) Conduct regular security assessments and penetration testing;

(d) Promptly notify the Client of any data breach or security incident affecting their information within 72 hours of discovery;

(e) Securely store and manage all API credentials, access tokens, and authentication data using industry-standard encryption;

(f) Regularly update security protocols to address emerging threats and vulnerabilities;

(g) Maintain compliance with platform-specific security requirements and best practices.

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. PAYMENT SERVICES, MARKETPLACE, AND STRIPE CONNECT

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. APIs AND ACCESS KEYS

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. 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. THIRD-PARTY SERVICES AND INTEGRATIONS

8.1. 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.

8.2. 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.

8.3. 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.

9. TERMINATION AND EFFECT

9.1. Termination. The specific terms and conditions for termination shall be set forth in individual service agreements between the parties.

9.2. Effect of Termination. Upon termination of this Agreement:

(a) All licenses and access to Tools, including API and payment-related access, shall immediately cease;

(b) All Confidential Information shall be returned or destroyed;

(c) All outstanding payments shall become immediately due and payable;

(d) Confidentiality obligations shall survive indefinitely;

(e) The Company shall retain data in accordance with applicable laws and its retention policies.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1. 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.

10.2. 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.

10.3. 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, or breach of this Agreement.

11. GOVERNING LAW AND JURISDICTION

11.1. 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.

11.2. 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.

12. MISCELLANEOUS PROVISIONS

12.1. 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.

12.2. 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.

12.3. 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.

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

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

13. PLATFORM-SPECIFIC COMPLIANCE

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

(a) All interactions with TikTok's platform and APIs will comply with TikTok's Terms of Service, Community Guidelines, and Developer Terms;

(b) Content managed through our Services must adhere to TikTok's content policies and guidelines;

(c) The Company will handle TikTok user data in accordance with TikTok's data protection requirements and privacy policies;

(d) Any commercial content or branded partnerships will comply with TikTok's branded content policies and disclosure requirements.

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

14. NOTICE AND CONTACT INFORMATION

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

WALLS Entertainment Group Inc.

info@wallsentertainment.com

For urgent API or data-related matters: api@wallsentertainment.com

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