SOCIAL CURRANT COMPANY

TERMS AND CONDITIONS OF USE

Last Updated: April 1st, 2024

Social Currant Company (“Social Currant” or "We" or “Us”) has enacted this Terms and Conditions of Use Agreement (this “Agreement” or these “Terms of Use”) states the terms and conditions under which you may use the website located at https://socialcurrant.co and any affiliated internet domain names, associated web pages, features, and functions (individually and collectively, the "Site"). For purposes of this Agreement, the term “Agreement” shall mean these Terms of Use, as well as any additional terms and conditions that apply to and govern your use of the Services and its features and functions that We make available to you from time to time through the Site. These Terms of Use and our use of “Agreement” is intended to and shall include the Company’s Privacy Policy which can be accessed through a link on the Site’s home page and which is hereby incorporated into this Agreement and our agreement with you by this reference. This Agreement shall remain in full force and effect as long as you are a user of the Site, even if your use of or participation in any particular facet of the Services, features, or functions terminates, expires, ceases, is suspended, or deactivated for any reason.

These Terms and Conditions (“Terms” or the “Agreement”) are entered into as of the Effective Date listed in the initial Currant Platform Agreement by and between Social Currant (“Company”) and the customer (“Customer”) set forth in the Currant Platform Agreement.

Social Currant provides a proprietary platform ("Platform") and campaign management services ("Services") to help brands, advertisers, organizations and marketing agencies (“Marketers”) create and run sponsored marketing campaigns ("Campaigns") by connecting and collaborating with social media celebrities, influencers, and creators ("Creators") to develop content for marketing campaigns.  The Site is offered and made available only to users eighteen (18) years of age or older, and if you are not yet 18 years old, you must have a parent or guardian's permission to view or use the Site. Moreover, if your use of the Site is prohibited or restricted in any way by the laws, regulations, or other governmental requirements of the jurisdiction in which you live or reside, or if, for any reason and at any time, you do not agree with anything contained in these Terms of Use, please discontinue using the Site immediately.

PLEASE READ THIS AGREEMENT AND THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE AND SERVICES OFFERED BY SOCIAL CURRANT. BY ACCESSING, BROWING OR OTHERWISE USING THE SITE: (I) YOU CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE OR HAVE A PARENT OR GUARDIAN'S PERMISSION FOR YOUR USE OF THE SITE, (II) YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BY BOUND THIS AGREEMENT, THE TERMS AND CONDITIONS CONTAINED HEREIN, AND THE POLICIES REFERENCED HEREIN OR MADE AVAILABLE BY HYPERLINK, AND (III) EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 20, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOUR REMEDY FOR DISSATISFACTION WITH THE SITE, THE SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR SERVICES OR THE CONTENT. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SITE.

  1. Permitted Use.

The Site is available to users in the general public without registering, and you may visit and browse the Site without charge or obligation; provided, however, We reserve the right in our sole discretion to make changes, limit, or restrict any portion of the Site at any time and from time to time, without notice to you. By using the Site and Services offered by Social Currant, you represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parents’ or guardians’ permission to use the Site and Services and have received permission from your parent or guardian to agree to these Terms of Use on your behalf). If you’re agreeing to these Terms of Use on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms of Use on that organization’s or entity’s behalf and bind them to these Terms of Use (in which case, the references to “you” and “your” in these Terms of Use, except for in this sentence, refer to that organization or entity).

  1. Prohibited Use.

You are prohibited from any use of the Content or Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. You will only use this Site and its services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. You may not assign, delegate or transfer these Terms of Use or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise) without prior written consent from Social Currant. If your use of the services of this website is prohibited by applicable laws, then you aren’t authorized to use the Services.

  1. Ownership and Proprietary Rights.

The Site, including all tangible or intangible content, media, and materials, all software, code, design, text, images, audio and video material, databases, proprietary information, audio-visual works and recordings, computer graphics and visual effects, as well as any accompanying documentation, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence, and 'look and feel' and arrangement of items, and all derivative works, translations, adaptations, or variations of the same, regardless of the broadcast medium, format, or form, now known or hereinafter developed or discovered, alone or in conjunction with other works in any part of the world, are the property of Social Currant and/or its affiliates, and their authorized advertisers, licensors, suppliers, service providers, promotional partners, and/or sponsors (all of the foregoing, individually and/or collectively, is referred to herein as "Content").

All Content on the Site is legally protected, without limitation, under federal and state laws and regulations of the United States, as well as applicable foreign laws, regulations, and treaties. Social Currant authorizes you to access the Content and grants you the right to use the Site solely for your non-commercial, non-exclusive, non-assignable, non-transferable, and limited personal use and for no other purpose whatsoever. You must not alter, delete, or conceal any copyright or other notices contained on the Site, including notices on any Content you display, print, or reproduce from the Site. Unless We explicitly and specifically notify you otherwise in writing, you shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, sell, upload, transmit, disseminate, broadcast, or circulate to any third party (including, without limitation, on or via a third-party website) or otherwise use any Content without the express prior written consent of Social Currant. We will not be responsible for your use of the Site in any way that breaks any law or regulation and any unauthorized or prohibited use of any Content, including use in contravention of this Agreement, may subject you to civil liability, criminal prosecution, or both.

You may not use any computerized or automatic mechanism, including, without limitation, any Web scraper, spider, or robot, to access, extract, or download any Content from the Site unless you are expressly authorized to do so by Social Currant. As an express condition of your use of the Site, you warrant that you will not use the Site for any unlawful purpose or purpose prohibited by this Agreement. Social Currant makes no representation that any Content is legal or appropriate for use outside of the United States of America or that it is authorized for export from the United States or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the U.S. used to access the Site.

  1. Grant of Rights and Ownership.

Subject to the terms of this Agreement, the Platform and Services are owned and operated by Social Currant. Any and all Content, inclusive of all data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names, logos, trade dress, patents, copyrighted or copyrightable materials, and other information contained in or made available through the Platform and Services are proprietary to Social Currant, its affiliates, and/or third-party licensors. The Content is protected by international copyright and trademark laws and is the confidential, proprietary information of Social Currant and the Creators.

Any use of the Content, in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying, or issuing copies, lending, or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of Social Currant, is strictly prohibited. To obtain written consent for such use, please contact Social Currant at [email protected]. Marketer agrees that any use of the Content by Marketer authorized by Social Currant and the goodwill associated with such use will benefit Social Currant. Marketer agrees and acknowledges that it will not acquire any interest in the Content or the goodwill associated with the Content by virtue of these Terms of Use or Marketer's use of the Content.

  1. License to Materials Used to Create Content and Campaign Content.

Marketer hereby grants Social Currant a non-exclusive, fully-paid-up, royalty-free, perpetual, sublicensable worldwide license and irrevocable right to create, collaborate, and permit Creators to create Campaign Content using any intellectual property described in a Campaign Brief or Program Agreement entered into by Marketer. Social Currant may, from time to time and at Social Currant’s sole discretion, without limiting any of Social Currant’s other rights or remedies at law or in equity under these Terms of Use: (a) suspend or terminate this license and user’s, Creator’s and Marketer’s access to or use of the Platform pursuant to the termination provisions contained herein; and (b) make any modifications to the Platform without prior notice to any user.

  1. Ownership of Campaign Content.